Contract analysis

I. EXECUTIVE SUMMARY This memorandum sets forth a comprehensive analysis of the United States federal income tax consequences of the proposed multi-step cross-border reorganization of the Solara Digital Infrastructure LP ("Solara" or "SDILP") fund platform (the "Reorganization"). Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") was engaged by Solara on May 12, 2025, and the matter was formally opened

II. BACKGROUND AND PARTIES A. Solara Digital Infrastructure LP — Overview Solara Digital Infrastructure LP ("Solara," "SDILP," or the "Sponsor") is a Delaware limited partnership formed on March 17, 2014, under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. Solara maintains its principal office and headquarters at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Its Employ

1. Fund IV Complex. The Fund IV complex consists of three vehicles, established as a single vintage with a 2021 closing. As of the date of this memorandum, the Fund IV complex is approximately 72% deployed. Solara Digital Partners Fund IV LP ("Fund IV" or "Fund IV LP"): Fund IV is a Delaware limited partnership, EIN 85-2103748, with a total fund size of $4.2 billion. Solara GP serves as the general partner. Fund IV i

2. Fund V Complex. The Fund V complex likewise consists of three vehicles, established as a single vintage with a 2023 closing. As of the date of this memorandum, the Fund V complex is approximately 38% deployed, reflecting its more recent vintage. Solara Digital Partners Fund V LP ("Fund V" or "Fund V LP"): Fund V is a Delaware limited partnership, EIN 88-3467219, with a total fund size of $5.6 billion. Solara GP se

III. BUSINESS RATIONALE FOR THE REORGANIZATION The Reorganization is driven by multiple independent and collectively reinforcing business purposes, which are summarized below. As discussed in Section XVI.B of this memorandum, the existence of substantial non-tax business purposes is relevant to the anti-abuse and substance-over-form analyses that the IRS may apply in evaluating the PLR request. While the Reorganizati

IV. DESCRIPTION OF THE PROPOSED REORGANIZATION — FIVE-STEP TRANSACTION The Reorganization consists of five sequentially executed steps, each of which is described in detail below. The steps are designed to be completed during the fourth quarter of 2025, with a target effective date for completion of December 1, 2025. The sequencing of the steps has been designed to minimize operational disruption, accommodate the tim

1. Solara Consolidated Master Fund GP LLC — A Delaware limited liability company, to be formed through Capitol Registered Agents Inc. in Dover, Delaware. The Master Fund GP will serve as the general partner of the Master Fund. Viktor Raines will serve as the sole managing member.

2. Solara Consolidated Master Fund LP — A Delaware limited partnership, to be formed through Capitol Registered Agents Inc. in Dover, Delaware. The Master Fund will be the central consolidated vehicle of the post-Reorganization structure, receiving all portfolio company assets from the Legacy Offshore Vehicles.

3. Solara International Feeder (Cayman) LP — A Cayman Islands exempted limited partnership, to be formed by Meridian Offshore Legal (Fiona McAllister, lead counsel) with Harborstone Corporate Services Ltd. serving as registered office provider. The International Feeder will serve as the feeder vehicle for non-U.S. investors.

4. Solara Tax-Exempt Feeder (Cayman) LP — A Cayman Islands exempted limited partnership, to be formed contemporaneously with the International Feeder by Meridian Offshore Legal, with Harborstone Corporate Services Ltd. serving as registered office provider. The Tax-Exempt Feeder will serve as the feeder vehicle for U.S. tax-exempt investors. Upon formation, each new entity will file IRS Form 8832 (Entity Classificati

V. AGGREGATE FINANCIALS OF THE REORGANIZATION The following table summarizes the aggregate financial dimensions of the Reorganization: The following table provides a breakdown of FMV, adjusted tax basis, and built-in gain by contributing entity: All FMV figures are based on the independent appraisals prepared by Redstone Advisory Group LLC (Marco DeLuca, managing director) as of the anticipated valuation date and are

VI. TAX ANALYSIS — IRC § 721 (CONTRIBUTIONS TO PARTNERSHIPS) A. Section 721(a) — General Nonrecognition Rule

Section 721(a) of the Internal Revenue Code provides 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 nonrecognition rule is the foundational provision governing the tax treatment of the contribution transactions in Steps 2, 3, and 4 of the Reorganization. Applicatio

Section 721(b) provides an exception to the general nonrecognition rule of § 721(a). Specifically, § 721(b) states that § 721(a) "shall not apply to gain realized on a transfer of property to a partnership which would be treated as an investment company (within the meaning of section 351(e)) if the partnership were incorporated." In other words, if the Master Fund, hypothetically recast as a corporation, would consti

VII. TAX ANALYSIS — IRC § 367 (INAPPLICABILITY TO PARTNERSHIP-TO-PARTNERSHIP TRANSFERS) A. Statutory Framework

Section 367 of the Code imposes certain requirements and limitations on tax-free transactions involving foreign corporations. Section 367 was enacted as a "tollcharge" provision to ensure that taxpayers cannot use outbound or inbound corporate reorganizations, formations, or liquidations to shift appreciated assets across the U.S. tax border without recognizing gain.

Section 367(a). IRC § 367(a)(1) provides that, for purposes of certain nonrecognition provisions of the Code, if a United States person transfers property to a foreign corporation in connection with an exchange described in IRC §§ 332, 351, 354, 356, or 361, the foreign corporation "shall not be considered to be a corporation." The effect of this provision is to disqualify the exchange from nonrecognition treatment u

Section 367(b). IRC § 367(b) applies to exchanges described in IRC §§ 332, 351, 354, 355, 356, or 361 "in which the status of a foreign corporation as a corporation is relevant for purposes of" any of those provisions, and authorizes the Secretary to prescribe regulations providing for income inclusion or other adjustments in such transactions. The regulations under § 367(b) address range inbound transactions, includ