Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the Luxembourg tax consequences arising from (a) the contribution of all portfolio assets by Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B Lux") and Solara Digital Partners Fund V-B (Luxembourg) SCSp ("Fund V-B Lux" and, together with Fund IV-B Lux, the "Luxembourg SCSps") to Solara Consolidated Master Fund LP, a newly formed Delaware

II. Background and Factual Summary A. The Luxembourg SCSp Entities The two Luxembourg SCSps at issue were established as parallel fund vehicles within the broader Solara Digital Infrastructure fund platform. Each was organized as a Luxembourg société en commandite spéciale under the Luxembourg law of July 12, 2013, as amended, to accommodate non-U.S. investors and certain European institutional investors seeking trea

1. Fund IV-B (Luxembourg) SCSp Full legal name: Solara Digital Partners Fund IV-B (Luxembourg) SCSp Entity type: Luxembourg special limited partnership (société en commandite spéciale), established under the Luxembourg law of July 12, 2013, as amended RCS number: B 248193 Date of formation: March 22, 2019 Registered office: 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg General partner (*associé commandité*): Solara

2. Fund V-B (Luxembourg) SCSp Full legal name: Solara Digital Partners Fund V-B (Luxembourg) SCSp Entity type: Luxembourg special limited partnership (société en commandite spéciale), established under the Luxembourg law of July 12, 2013, as amended RCS number: B 271056 Date of formation: September 8, 2021 Registered office: 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg General partner (*associé commandité*): Solar

III. Legal Framework — The Luxembourg SCSp Under the Law of July 12, 2013 A. Nature of the SCSp The société en commandite spéciale ("SCSp") was introduced by the Luxembourg law of July 12, 2013 (the "Law of 2013"), which transposed the EU Alternative Investment Fund Managers Directive ("AIFMD") into Luxembourg law and, at the same time, created the SCSp as a new partnership vehicle available for use by alternative in

Article 3(2) of the Law of 2013 provides the statutory basis for the fiscal transparency of the SCSp. Under this provision, the SCSp is treated as a "look-through" vehicle for Luxembourg direct tax purposes, meaning that the SCSp itself is not a taxpayer and does not file Luxembourg corporate income tax or municipal business tax returns. Rather, the income, gains, and losses of the SCSp are attributed to, and taxed i

IV. Luxembourg Capital Gains Tax / Income Tax Analysis A. SCSp-Level Analysis As discussed in Section III.B above, Article 3(2) of the Law of 2013 provides that the SCSp is fiscally transparent for Luxembourg direct tax purposes. Accordingly, no Luxembourg corporate income tax (IRC Lux) or municipal business tax (ICC) applies at the SCSp level. The SCSp is not a relevant taxpayer, and the tax analysis of any income,

V. Luxembourg VAT Analysis A. General Principles Luxembourg VAT is governed by the amended Luxembourg law of February 12, 1979, concerning the value-added tax (Loi modifiée du 12 février 1979 concernant la taxe sur la valeur ajoutée), which implements the EU VAT Directive (Council Directive 2006/112/EC) into Luxembourg domestic law. Luxembourg applies a standard VAT rate of 17% (temporarily reduced from 17% to 16% fo

VI. Luxembourg Registration Duties (*Droits d'Enregistrement*) A. General Framework Luxembourg registration duties are governed by the Registration Duties Code (Code des droits d'enregistrement). Registration duties may take the form of either (a) fixed duties (droits fixes), which are nominal amounts (typically €75) payable upon the filing of certain documents with the RCS or the registration of certain acts, or (b)

VII. Luxembourg Net Wealth Tax A. Applicability Luxembourg net wealth tax (impôt sur la fortune) applies to Luxembourg corporate entities — including Luxembourg S.à r.l. entities, S.A. entities, and other opaque corporate forms — but does not apply to fiscally transparent entities such as the SCSp. This distinction follows from the same fiscal transparency principle that exempts the SCSp from Luxembourg corporate inc

VIII. Luxembourg Withholding Tax on Distributions to Partners A. SCSp Distributions Luxembourg imposes a dividend withholding tax at a standard rate of 15% on dividends distributed by Luxembourg corporate entities to their shareholders. However, this withholding tax applies to distributions made by entities that are subject to Luxembourg corporate income tax — specifically, opaque corporate entities such as Luxembour

IX. Specific Portfolio Company Considerations A. Crestline Cloud Solutions LLC Crestline Cloud Solutions LLC ("Crestline") is a Delaware limited liability company treated as a disregarded entity for U.S. federal income tax purposes. Crestline is 100% owned by Fund IV-B (Luxembourg) SCSp. The key valuation metrics for Crestline are as follows: • Fair market value: €340 million ($367 million at 1.08 EUR/USD) • Adjusted

X. Luxembourg Dissolution and Deregistration Procedures A. Dissolution Process for the SCSps Under the Law of 2013, the dissolution of an SCSp is governed principally by the terms of its partnership agreement (contrat social). The Law of 2013 provides relatively few mandatory rules governing dissolution, allowing the partners broad flexibility to determine the dissolution process through the partnership agreement. Th

1. Dissolution resolution. The general partner (the Lux Manager) initiates the dissolution by proposing a dissolution resolution to the partners. The required vote threshold is determined by the partnership agreement; in many cases, a supermajority or unanimous consent of the limited partners is required.

2. Appointment of liquidator. The partnership agreement will typically designate the general partner as the liquidator, or provide for the appointment of an external liquidator. In the present case, we expect the Lux Manager to serve as liquidator for both SCSps.

3. Liquidation period. Following the dissolution resolution, the SCSps enter a period of liquidation during which remaining assets are distributed to the partners and remaining liabilities are settled. Since the SCSps will have contributed all portfolio assets to the Master Fund LP in Steps 3 and 4, the only remaining asset at the time of dissolution should be each SCSp's limited partnership interest in the Master Fu

4. Final accounts and discharge. The liquidator prepares final liquidation accounts, which are approved by the partners. The partners discharge the liquidator from liability.

5. Filing with the RCS. The dissolution resolution, the appointment of the liquidator, and the final closure of the liquidation are filed with the RCS, triggering fixed registration duties of €75 per filing.

6. Deregistration. Upon completion of the liquidation and filing of the closure documents, the SCSps are struck from the RCS. B. RCS Deregistration The specific filings required for RCS deregistration include: • Filing of the dissolution resolution with the RCS, together with identification of the liquidator • Publication of the dissolution in the Recueil Électronique des Sociétés et Associations ("RESA") • Filing of

XI. OECD Pillar Two / GloBE Interaction The forthcoming OECD Pillar Two Global Anti-Base Erosion ("GloBE") rules represent a fundamental shift in the international tax landscape for multinational enterprise groups, including private equity fund platforms such as Solara. The GloBE rules, as implemented in Luxembourg by the law of December 22, 2023 (transposing the EU Minimum Tax Directive, Council Directive (EU) 2022/

XII. Tax Treaty Considerations Luxembourg maintains an extensive network of double tax treaties, currently encompassing over 80 treaties in force. These treaties provide for reduced withholding tax rates, exemptions from taxation, and mechanisms for the elimination of double taxation, and they can be significant for investors accessing portfolio company jurisdictions through a Luxembourg vehicle. However, because the

XIII. Open Items and Confirmations Required from Veldhuis & Gérard S.à r.l. The following items require formal written confirmation or advisory input from Veldhuis & Gérard S.à r.l. as Luxembourg counsel. These items will be transmitted to Marc Gérard by letter on or about June 23, 2025, following the scheduled coordination call.

1. Confirm fiscal transparency treatment. Provide written confirmation that Article 3(2) of the Luxembourg law of July 12, 2013 results in no SCSp-level Luxembourg income tax or capital gains tax on (a) the contribution of portfolio assets by the SCSps to the Consolidated Master Fund LP (Steps 3 and 4), and (b) the dissolution of the SCSps and distribution of Master Fund LP interests to limited partners (Step 5). Con

2. Confirm absence of Luxembourg-resident partners. Confirm, based on review of the partnership registers and investor onboarding documentation, that no limited partners of either Fund IV-B Lux (RCS B 248193) or Fund V-B Lux (RCS B 271056) are Luxembourg tax residents. If any Luxembourg-resident partners are identified, advise on the Luxembourg income tax implications for such partners.

3. Confirm no Luxembourg real property. Confirm, based on review of the portfolio company structure charts and asset inventories, that no portfolio company held directly or indirectly by either SCSp holds Luxembourg-situs real property that could trigger proportional registration duties, real property transfer taxes, or partner-level Luxembourg income tax under the real property exception.

4. CSSF notification requirements. Advise on the specific CSSF filings required in connection with the planned dissolution of the SCSps, including (a) the content and form of the notification, (b) any mandatory waiting periods between notification and dissolution, (c) any regulatory conditions or approvals that may be imposed, and (d) the recommended timeline for CSSF notification to ensure alignment with the Decembe

5. Dissolution procedure and timeline. Provide a detailed step-by-step dissolution procedure for each SCSp under the applicable partnership agreements and the Law of 2013, including (a) the required vote thresholds and partner consent procedures, (b) the appointment and role of the liquidator, (c) the estimated duration from dissolution resolution to final RCS deregistration, and (d) any mandatory publication or wait

6. Lux Manager disposition. Advise on whether Solara Luxembourg Management S.à r.l. (RCS B 248194) should be dissolved concurrently with or following the dissolution of the SCSps, and if dissolved, provide the separate dissolution procedure for the S.à r.l. entity, including notarial requirements, estimated timeline, and associated costs.

7. VAT registration. Confirm whether either SCSp holds a Luxembourg VAT registration and, if so, advise on the deregistration process, including required filings, timeline, and any final VAT returns to be submitted.

8. Final tax filings. Advise on any final Luxembourg tax returns, informational filings, or other regulatory submissions required upon dissolution of the SCSps, including (a) final net wealth tax returns for the Lux Manager, (b) final informational returns for the SCSps (if any), and (c) any FATCA or CRS reporting obligations that must be satisfied before or upon dissolution.

XIV. Conclusion and Recommendations Based on the analysis set forth in this memorandum and subject to the formal confirmations to be obtained from Veldhuis & Gérard S.à r.l. as Luxembourg counsel, our preliminary conclusions regarding the Luxembourg tax implications of the proposed reorganization Steps affecting the Luxembourg SCSps are as follows: No Luxembourg capital gains tax or income tax is expected at the SCSp