Contract analysis

I. Introduction and Purpose of Letter Calderwood & Harkness LLP serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership (EIN: 82-4917366), headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara is a private equity sponsor with approximately $14.7 billion in assets under management (as of March 31, 2025) across digital infrastruc

II. Identification of Taxpayer and Related Entities The primary taxpayer on whose behalf this pre-submission conference request is made is Solara Digital Infrastructure LP, EIN 82-4917366, a Delaware limited partnership formed on March 17, 2014, pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. Solara serves as the management company and sponsor entity for the fund platform

1. Solara Digital Partners Fund IV LP • Jurisdiction of formation: Delaware (limited partnership) • EIN: 85-2103748 • Fund size (total commitments): $4.2 billion • Vintage year: 2021 • Deployment status: Approximately 72% deployed as of March 31, 2025 • This is the primary U.S. domestic vehicle for Fund IV and holds portfolio investments on behalf of U.S. taxable investors.

2. Solara Digital Partners Fund IV-A (Cayman) LP • Jurisdiction of formation: Cayman Islands (exempted limited partnership) • U.S. EIN: 98-6241503 • Fund size (total commitments): $1.85 billion • CIMA registration number: MF-72491 • Registered office: Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111, Cayman Islands • General partner: Solara Offshore GP Ltd., a

3. Solara Digital Partners Fund IV-B (Luxembourg) SCSp • Jurisdiction of formation: Grand Duchy of Luxembourg (société en commandite spéciale, or special limited partnership) • U.S. EIN: 98-6241571 • Fund size (total commitments): €1.15 billion (approximately $1.24 billion at an exchange rate of 1.08 EUR/USD) • Luxembourg Registre de Commerce et des Sociétés ("RCS") number: B 248193 • Registered office: 14, rue Jean-

4. Solara Digital Partners Fund V LP • Jurisdiction of formation: Delaware (limited partnership) • EIN: 88-3467219 • Fund size (total commitments): $5.6 billion • Vintage year: 2023 • Deployment status: Approximately 38% deployed as of March 31, 2025 • This is the primary U.S. domestic vehicle for Fund V and holds portfolio investments on behalf of U.S. taxable investors.

5. Solara Digital Partners Fund V-A (Cayman) LP • Jurisdiction of formation: Cayman Islands (exempted limited partnership) • U.S. EIN: 98-7891234 • Fund size (total commitments): $2.45 billion • CIMA registration number: MF-89103 • This vehicle serves as the offshore parallel fund for Fund V, performing the same function as Fund IV-A (Cayman) LP with respect to Fund V's non-U.S. and U.S. tax-exempt investor base.

6. Solara Digital Partners Fund V-B (Luxembourg) SCSp • Jurisdiction of formation: Grand Duchy of Luxembourg (société en commandite spéciale) • U.S. EIN: 98-7891267 • Fund size (total commitments): €1.38 billion (approximately $1.49 billion at an exchange rate of 1.08 EUR/USD) • Luxembourg RCS number: B 271056 • This vehicle serves as the European parallel fund for Fund V, accommodating European institutional investo

1. Solara Consolidated Master Fund GP LLC • Jurisdiction of formation: Delaware (limited liability company; to be formed) • This entity will serve as the general partner of the Consolidated Master Fund LP described immediately below.

2. Solara Consolidated Master Fund LP • Jurisdiction of formation: Delaware (limited partnership; to be formed) • This entity will serve as the master fund vehicle consolidating the portfolio assets previously held by the four offshore parallel vehicles (Fund IV-A Cayman, Fund IV-B Luxembourg, Fund V-A Cayman, and Fund V-B Luxembourg).

3. Solara International Feeder (Cayman) LP • Jurisdiction of formation: Cayman Islands (exempted limited partnership; to be formed) • This entity will serve as the feeder vehicle for non-U.S. investors, investing through the Consolidated Master Fund LP.

4. Solara Tax-Exempt Feeder (Cayman) LP • Jurisdiction of formation: Cayman Islands (exempted limited partnership; to be formed) • This entity will serve as the feeder vehicle for U.S. tax-exempt investors, including pension funds, university endowments, and charitable foundations, to mitigate unrelated business taxable income ("UBTI") concerns under IRC §§ 511–514. All four newly formed entities will file entity cla

III. Summary of the Proposed Transaction A. Background and Business Rationale Solara currently operates its investment platform through six parallel fund vehicles across three jurisdictions — Delaware, the Cayman Islands, and Luxembourg — in order to accommodate the distinct tax, regulatory, and operational requirements of its diversified limited partner base, which includes U.S. taxable investors (high-net-worth ind

IV. Specific Rulings to Be Requested The formal PLR submission will request the following eight specific rulings from the Service. Each ruling is briefly described below; the formal submission will include a detailed legal analysis supporting each requested ruling. Ruling 1 — IRC § 721(a): Tax-Free Contribution Treatment. The contributions of portfolio assets by the legacy offshore vehicles (Fund IV-A Cayman, Fund IV

V. Key Issues for Discussion at the Pre-Submission Conference The following issues represent the areas where Calderwood & Harkness believes guidance from the Service during the pre-submission conference would be most productive in refining and strengthening the formal PLR submission. We have organized these issues by Code section and have endeavored to frame specific questions that will facilitate a focused and effic

VI. Proposed Agenda for the Pre-Submission Conference Calderwood & Harkness respectfully proposes the following agenda for the pre-submission conference, with approximate time allocations for each topic: Total estimated conference duration: approximately 2 hours. We are, of course, flexible on the order and timing of topics and will defer to the Service's preferences regarding the agenda.

VII. Jurisdictional Note Based on the nature of the proposed transaction and the rulings to be requested, Calderwood & Harkness believes that the PLR request will fall within the primary jurisdiction of the Office of the Associate Chief Counsel (International) ("CC:INTL"), given the cross-border partnership contributions, the involvement of foreign partnerships organized under the laws of the Cayman Islands and Luxem

VIII. Anticipated Timeline for PLR Submission The target date for the formal PLR submission is August 15, 2025. This timeline is designed to allow Calderwood & Harkness to incorporate any feedback and guidance received during the pre-submission conference into the formal ruling request, while still providing sufficient time for the Service to process the request in advance of the target effective dates for the reorga

IX. Request for Confirmation Calderwood & Harkness respectfully requests that the Service confirm the date of July 22, 2025, for the pre-submission conference, or propose an alternative date at the Service's convenience. We are available on any business day during the weeks of July 21, 2025, and July 28, 2025, and will accommodate the Service's scheduling preferences. For scheduling purposes, please direct all commun

X. Closing We appreciate the Service's consideration of this request and look forward to a productive discussion at the pre-submission conference. We are confident that an advance dialogue regarding the proposed reorganization and the contemplated rulings will facilitate an efficient and thorough review of the formal PLR submission. Should the Service require any additional information prior to the conference, we are