Contract analysis

I. Introduction and Purpose of This Letter Dear Limited Partners: This letter has been prepared by Calderwood & Harkness LLP ("Calderwood & Harkness" or "we"), U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), at the direction of Solara Digital Infrastructure GP LLC, the general partner of each of the above-captioned fund vehicles (each, a "Fund" and collectively, the "Funds"), for distribut

II. Important Disclaimers and Limitations This letter provides a general summary only and does not constitute legal or tax advice to any individual LP. The discussion herein is intended to summarize the principal anticipated U.S. federal income tax consequences of the Reorganization at a general level and is not intended to address all potential tax consequences that may be relevant to any particular LP. The tax cons

III. Overview of the Reorganization A. Current Fund Structure Solara currently operates its investment program through six parallel fund vehicles organized across three jurisdictions, designed to accommodate the tax, regulatory, and reporting needs of its diverse investor base: Delaware Main Funds. Solara Digital Partners Fund IV LP ("Fund IV") and Solara Digital Partners Fund V LP ("Fund V") are each organized as De

IV. Tax Treatment of the Contributions (Steps 2–4): IRC § 721 A. General Rule — Nonrecognition Under § 721(a)

Section 721(a) of the Code provides the general rule that "[n]o gain or loss shall be recognized to a partnership or to any of its partners in the case of a contribution of property to the partnership in exchange for an interest in the partnership." This rule applies regardless of the character or type of property contributed and regardless of whether the contributing partner receives a general or limited partnership

Section 721(b) of the Code provides an important exception to the general nonrecognition rule of § 721(a). Under § 721(b), gain may be recognized on a contribution of property to a partnership if the contribution results in diversification of the transferor's interests and the transferee partnership would be treated as an "investment company" within the meaning of Section 351 of the Code and Treasury Regulation § 1.3

V. Tax Treatment of the Distributions (Step 5): IRC § 731 A. General Rule — Nonrecognition Under § 731(a)

Section 731(a) of the Code provides the general rule governing distributions from partnerships to partners. Under § 731(a)(1), gain is not recognized by a partner upon a distribution from a partnership, except to the extent that any money distributed exceeds the partner's adjusted basis in its partnership interest. Under § 731(a)(2), loss is not recognized to a partner upon a distribution from a partnership except up

Section 731(c) of the Code provides an exception to the general nonrecognition rule of § 731(a) for certain distributions of "marketable securities." Under § 731(c)(1), a distribution of marketable securities by a partnership to a partner is treated as a distribution of money to the extent of the FMV of the securities at the time of the distribution. If the deemed money distribution exceeds the partner's adjusted bas

VI. Liability Shifting: IRC § 752

Section 752 of the Code governs the treatment of partnership liabilities for purposes of determining partners' adjusted bases in their partnership interests. Under § 752(a), any increase in a partner's share of the liabilities of a partnership is treated as a deemed cash contribution by that partner to the partnership, which increases the partner's outside basis. Under § 752(b), any decrease in a partner's share of t

VII. Built-In Gain Carryover: IRC § 704(c)

Section 704(c) of the Code addresses the allocation of income, gain, loss, and deductions with respect to property contributed to a partnership where there is a difference between the property's fair market value and the contributing partner's adjusted tax basis at the time of contribution (i.e., "built-in gain" or "built-in loss"). The purpose of § 704(c) is to prevent the shifting of tax consequences between contri

VIII. Withholding Tax Considerations: IRC § 1446

Section 1446(a) of the Code requires a partnership that is engaged in a trade or business within the United States (or is treated as being so engaged) to withhold tax on the effectively connected taxable income ("ECTI") allocable to its foreign partners. The withholding tax is imposed at the highest rate of tax specified in § 1 (for non-corporate foreign partners) or § 11 (for corporate foreign partners), as applicab

IX. FIRPTA Considerations: IRC § 897 The Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), as codified principally in Section 897 of the Code, provides that gain recognized by a non-U.S. person on the disposition of a "United States real property interest" ("USRPI") is treated as income effectively connected with the conduct of a U.S. trade or business and is subject to U.S. federal income tax. A USRPI

X. Entity Classification Under the "check-the-box" regulations set forth in Treasury Regulation § 301.7701-3, an eligible entity that is not automatically classified as a corporation may elect its classification for U.S. federal income tax purposes by filing Form 8832 (Entity Classification Election) with the IRS. Each of the newly formed entities — Solara Consolidated Master Fund LP, Solara International Feeder (Cay

XI. Tax Consequences by Investor Category The following discussion summarizes the anticipated U.S. federal income tax consequences of the Reorganization for each principal category of limited partner. A. U.S. Taxable Investors Representative LP: Argyle Family Office Holdings LLC U.S. taxable investors that are currently invested directly in Fund IV LP and Fund V LP (the Delaware main funds) are not expected to be dir

XII. PLR Request Status Solara has engaged Calderwood & Harkness LLP to prepare and submit a private letter ruling request to the IRS in connection with the Reorganization. The PLR request will be submitted to the IRS's Office of the Associate Chief Counsel (International) ("CC:INTL"), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries) ("CC:PSI"), reflecting t

1. Nonrecognition of gain or loss on the contributions under IRC § 721(a);

2. Inapplicability of the investment company exception under IRC § 721(b) and Treas. Reg. § 1.351-1(c)(1)(ii);

3. Inapplicability of IRC § 367 to the contribution transactions;

4. Nonrecognition of gain or loss on the liquidating distributions under IRC § 731(a);

5. Inapplicability of the marketable securities exception under IRC § 731(c) to the distributed partnership interests;

6. Application of the § 752 netting rules and absence of gain recognition from liability shifts;

7. Carryover of § 704(c) built-in gain accounts and continued application of the remedial allocation method; and

8. Confirmation of entity classification of each newly formed entity as a partnership under Treas. Reg. § 301.7701-3, including confirmation that no § 1446 withholding obligations arise from the Reorganization transactions. The target submission date for the PLR request is August 15, 2025. In advance of the formal submission, a pre-submission conference with IRS CC:INTL Branch 1 has been requested for July 22, 2025,

XIII. Reorganization Timeline Summary The following table sets forth the target dates for each step of the Reorganization. All dates are subject to adjustment based on the status of the PLR request, the satisfaction of conditions precedent, and other factors: LPs should refer to the LP Consent Solicitation Letter and term sheet for a more detailed description of the conditions precedent to each step and the mechanics

XIV. LP Consent LP consent for the Reorganization is being solicited under the amendment provisions of each Fund's limited partnership agreement. The Reorganization requires the affirmative consent of LPs holding a specified percentage in interest of each Fund, as set forth in the applicable limited partnership agreement. Preliminary LP consent was obtained at the LP Advisory Committee meeting held on April 22, 2025,

XV. Questions and Contacts LPs with questions regarding the Reorganization generally, including questions about the transaction structure, timeline, mechanics, or LP consent process, should contact: Stefan Dalmqvist Head of Tax Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801 Telephone: (302) 555-8200 Email: slindqvist@solaradigital.com Priya Narasimhan General Counsel Solara

XVI. Closing This letter is intended to provide a general summary of the anticipated U.S. federal income tax consequences of the proposed Reorganization for informational purposes only. This summary does not constitute legal or tax advice to any individual LP and should not be relied upon as such. Each LP is urged to consult its own independent legal, tax, and financial advisors regarding the specific tax consequence