Contract analysis

I. Executive Summary This memorandum analyzes the Cayman Islands tax status and regulatory implications arising from the proposed five-step cross-border reorganization of Solara Digital Infrastructure LP's fund platform (the "Reorganization"). The purpose of this memorandum is to provide a comprehensive assessment of the Cayman Islands tax and regulatory framework applicable to each step of the Reorganization and to

II. Background and Factual Context A. The Solara Fund Platform Solara Digital Infrastructure LP ("Solara" or the "Platform") is a Delaware limited partnership formed on March 17, 2014. As of March 31, 2025, Solara manages approximately $14.7 billion in assets under management ("AUM") across its fund platform. Solara sponsors private equity funds targeting investments in digital infrastructure, including data centers,

1. Solara Digital Partners Fund IV-A (Cayman) LP Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman") is a Cayman Islands exempted limited partnership formed to serve as a parallel fund vehicle for non-U.S. investors and U.S. tax-exempt investors alongside Fund IV LP, a $4.2 billion Delaware limited partnership (vintage 2021). The key details of Fund IV-A Cayman are as follows: • Entity Type: Cayman Isl

2. Solara Digital Partners Fund V-A (Cayman) LP Solara Digital Partners Fund V-A (Cayman) LP ("Fund V-A Cayman") is a Cayman Islands exempted limited partnership formed to serve as a parallel fund vehicle for non-U.S. investors and U.S. tax-exempt investors alongside Fund V LP, a $5.6 billion Delaware limited partnership (vintage 2023). The key details of Fund V-A Cayman are as follows: • Entity Type: Cayman Islands

1. Solara International Feeder (Cayman) LP Solara International Feeder (Cayman) LP (the "International Feeder") is a Cayman Islands exempted limited partnership to be formed as part of Step 1 of the Reorganization. The International Feeder will serve as the dedicated feeder vehicle for non-U.S. investors, investing substantially all of its assets into the Solara Consolidated Master Fund LP, a Delaware limited partner

2. Solara Tax-Exempt Feeder (Cayman) LP Solara Tax-Exempt Feeder (Cayman) LP (the "Tax-Exempt Feeder") is a Cayman Islands exempted limited partnership to be formed as part of Step 1 of the Reorganization. The Tax-Exempt Feeder will serve as the dedicated feeder vehicle for U.S. tax-exempt investors, including pension funds, endowments, and foundations, investing substantially all of its assets into the Consolidated

III. Cayman Islands Tax Analysis A. Overview of the Cayman Islands Tax Regime The Cayman Islands is widely recognized as a tax-neutral jurisdiction. The fundamental characteristic of the Cayman Islands tax system is the absence of direct taxation. Specifically, the Cayman Islands does not impose any of the following taxes on individuals or entities: • Income tax (on individuals or entities) • Corporation tax or busin

1. No Cayman Islands tax liability arises at any stage of the Reorganization (Steps 1 through 5). The formation of new entities, the contribution of portfolio assets by the legacy Cayman vehicles to the Consolidated Master Fund LP, the dissolution of the legacy Cayman vehicles, the liquidating distributions to limited partners, and the formation and ongoing operations of the new feeder entities are all entirely free

2. No Cayman Islands stamp duty is payable in connection with any step of the Reorganization, as no instruments relating to Cayman Islands land are involved (subject to the confirmation regarding Helix SaaS Holdings Ltd. discussed in Section VIII below).

3. No Cayman Islands withholding tax is imposed on any payment, distribution, or transfer made in connection with the Reorganization.

4. No Cayman Islands exit tax or deemed-disposition tax applies to the dissolution of the legacy Cayman vehicles or to the rollover of limited partners into the new feeder entities.

5. The Cayman Islands tax-neutral status is confirmed and presents no impediment to the Reorganization from a Cayman Islands tax perspective.

IV. CIMA Regulatory Framework A. Overview of CIMA Regulation of Private Funds The Cayman Islands Monetary Authority ("CIMA") is the primary financial regulatory authority in the Cayman Islands and is responsible for the regulation and supervision of investment funds domiciled in the jurisdiction. The regulatory framework applicable to the Solara fund vehicles is primarily governed by the Private Funds Act, 2020 (as a

V. Dissolution Procedures Under Cayman Islands Law A. Exempted Limited Partnership Act (As Revised) Fund IV-A Cayman and Fund V-A Cayman are governed by the Exempted Limited Partnership Act (as revised) (the "ELP Act"), which provides the statutory framework for the formation, operation, and dissolution of exempted limited partnerships in the Cayman Islands. The dissolution of an exempted limited partnership under th

VI. Economic Substance Requirements A. International Tax Co-operation (Economic Substance) Act (As Revised) The Cayman Islands enacted the International Tax Co-operation (Economic Substance) Act (as revised) (the "ES Act") with effect from January 1, 2019, in response to concerns raised by the European Union and the Organisation for Economic Co-operation and Development regarding jurisdictions with no or nominal taxa

2. Distribution and service center business

8. Intellectual property business

9. Shipping A relevant entity that carries on one or more relevant activities in the Cayman Islands must demonstrate that it has adequate economic substance in the Cayman Islands in relation to each such relevant activity. The substance requirements generally include: (i) the entity is directed and managed in the Cayman Islands; (ii) having an adequate number of qualified employees in the Cayman Islands; (iii) incurr