Contract analysis

I. Purpose and Background This memorandum transmits and summarizes the comments received from the Solara Digital Infrastructure LP ("Solara" or the "Client") in-house legal and finance team on Draft Private Letter Ruling Request Version 2.0 (the "Draft v2.0" or the "Draft PLR"). The purpose of this memorandum is to organize those comments thematically, present Calderwood & Harkness's recommended responses to each com

II. Summary of Comments Received A. Overview. The Client's in-house team provided a total of approximately 31 discrete comments and corrections on Draft v2.0. These comments ranged from substantive factual corrections to minor typographical observations. Taken as a whole, the comments were constructive, well-organized, and reflected the Client's careful review of the Draft PLR's factual recitations, financial data, a

1. Factual corrections to portfolio company holdings and ownership percentages — These comments addressed the accuracy of the PLR's recitation of which fund vehicles hold which portfolio companies, the applicable ownership percentages, the entity classifications and jurisdictions of formation, and the regulatory registration numbers of the offshore fund entities. These corrections are essential to ensuring that the I

2. Clarifications on aggregate liability amounts and § 752 analysis inputs — These comments addressed the $1.34 billion aggregate liability figure, the vehicle-by-vehicle breakdown of assumed liabilities, and the recourse versus non-recourse characterization of portfolio-level debt. These inputs are critical to the § 752 netting analysis and the determination of whether liability shifts in connection with the reorgan

3. Financial data accuracy adjustments — These comments addressed EUR/USD exchange rate uniformity, the distinction between fund commitment sizes and current fair market values of portfolio assets, the sourcing of adjusted tax basis figures, the accuracy of employer identification numbers, and various dollar-denominated figures cited in the business purpose section.

4. Drafting suggestions on representations and business-purpose language — These comments proposed enhancements to the business purpose representations, additional specificity regarding investor categories and their tax profiles, more precise language regarding the Step 5 dissolution mechanics and investor routing, and clarifying representations regarding the subscription credit facilities. Importantly, no comments c

III. Detailed Comment Summary and Proposed Responses A. Factual Corrections Regarding Portfolio Company Holdings (Stefan Dalmqvist) The following twelve comments were submitted by Stefan Dalmqvist, Head of Tax, and relate primarily to the accuracy of the PLR's factual recitation of portfolio company holdings, ownership structures, entity classifications, asset values, and regulatory identification numbers. Comment 1

IV. Comment Matrix — Tabular Summary The following table provides a concise summary of all 27 substantive comments discussed in Part III of this memorandum, organized by comment number, commenter, PLR section affected, nature of comment, summary description, Calderwood & Harkness proposed response, and current status. Note: The four typographical/formatting comments (inconsistent capitalization, missing cross-referen

V. Outstanding Items and Next Steps A. Items Requiring Additional Data The following items remain outstanding and require additional data from third-party advisors before the corresponding revisions can be finalized in Draft v3.0:

1. Caldwell Pierce & Co. LLP (Helen Okamoto, Tax Partner): Calderwood & Harkness has submitted a data request to Helen Okamoto for the following items: (a) Finalized tax-basis balance sheets for Fund IV-B (Luxembourg) SCSp and Fund V-B (Luxembourg) SCSp, reflecting audited or reviewed adjusted tax basis figures for all portfolio company interests held by these vehicles; (b) Schedule K-1 data for the most recent tax y

2. Redstone Advisory Group LLC (Marco DeLuca, Managing Director): Calderwood & Harkness is coordinating with Redstone to obtain the final fair market value appraisals for all 23 portfolio companies across the four contributing vehicles. These appraisals are necessary to finalize the FMV figures in the PLR body text and Exhibit D.

3. Stefan Dalmqvist (Solara Head of Tax): Mr. Dalmqvist has agreed to provide the complete list of all 23 portfolio companies, with entity names, jurisdictions of formation, entity classifications, and holding percentages, for incorporation into Exhibit D. This list was referenced in Comment 6 and is expected imminently. B. Revision Timeline The following revision timeline has been established for the completion of D

VI. Attachments The following attachments are enclosed with this memorandum: Attachment A: Solara In-House Team's Marked-Up Draft PLR Request v2.0 (redline received from Priya Narasimhan, General Counsel, with Stefan Dalmqvist and Douglas Wexford comments tracked using Microsoft Word Track Changes) Attachment B: Email from Stefan Dalmqvist, Head of Tax, dated July 7, 2025, transmitting detailed substantive and factua