1041-00005 · Client 1041 · Entity Formation

cayman-formation-instructions-meridian.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1900 K Street NW, Suite 1100 Washington, DC 20006

Telephone: (202) 555-7800 Facsimile: (202) 555-7801 www.calderwoodharkness.com

June __, 2025

VIA EMAIL AND INTERNATIONAL COURIER

Fiona McAllister, Esq. Partner Meridian Offshore Legal Caledonia House, 69 Dr. Roy's Drive George Town, Grand Cayman KY1-1103 Cayman Islands

Re: Formation of Solara International Feeder (Cayman) LP and Solara Tax-Exempt Feeder (Cayman) LP — Cayman Islands Exempted Limited Partnerships Calderwood & Harkness Engagement No. 20250527-SDILP-PLR

Dear Ms. McAllister:

1. Introduction and Engagement Context

Calderwood & Harkness LLP serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership (EIN 82-4917366), with its principal headquarters located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara is a leading private equity sponsor with approximately $14.7 billion in assets under management as of March 31, 2025, investing across digital infrastructure verticals — including data centers, fiber-optic networks, and edge computing facilities — as well as enterprise software-as-a-service (SaaS) companies. Solara was founded on March 17, 2014 and has completed four full fund cycles, with its fifth vintage currently in its investment period.

Solara's general partner is Solara Digital Infrastructure GP LLC (EIN 82-4917365), a Delaware limited liability company that serves as the managing general partner of SDILP and its affiliated fund vehicles. Solara Digital Infrastructure GP LLC is managed by its Managing Partner and Founder, Viktor Raines, who, together with Solara's senior partners, directs the investment activities and strategic initiatives of the Solara platform.

Calderwood & Harkness is currently assisting Solara with a significant cross-border fund-platform reorganization (the "Reorganization") involving the domestication and merger of several Cayman Islands and Luxembourg fund vehicles into a newly established Delaware-domiciled master fund structure. The Reorganization is designed to achieve material cost reductions, enhanced regulatory compliance, and governance simplification across the Solara fund platform. As part of this engagement, Calderwood & Harkness is also preparing and submitting a private letter ruling request to the Internal Revenue Service on behalf of Solara in connection with certain U.S. federal income tax consequences of the Reorganization, including with respect to the treatment of the contribution and merger transactions under Sections 721 and 731 of the Internal Revenue Code of 1986, as amended.

The Calderwood & Harkness engagement team for this matter consists of the following attorneys:

• Leonard Cross — Responsible Partner, Tax (Washington, D.C. office)

• Sylvia Hartwell — Billing Partner, Tax (New York office)

• Robert Jansen — Lead Associate, Tax (Washington, D.C. office)

• Garrett Simmons — Working Associate, Tax (New York office)

This letter constitutes the formal instructions of Calderwood & Harkness LLP, on behalf of our client Solara Digital Infrastructure LP, to Meridian Offshore Legal, as Cayman Islands counsel, to undertake the formation of two new Cayman Islands exempted limited partnerships, as described in detail herein. We request that you treat these instructions as a matter of priority, given the target formation date of September 15, 2025, and the sequencing requirements of the broader Reorganization described below.

We understand that Meridian Offshore Legal has previously acted as Cayman Islands counsel in connection with various Solara-related matters, and we are pleased to engage your firm once again for this critical stage of the Reorganization. Please note, however, that we request that you confirm the absence of any conflicts of interest as described in Section 10 of this letter before commencing substantive work.

2. Background — Existing Cayman Fund Vehicles and the Reorganization

2.1 Existing Cayman Vehicles

To provide the necessary context for the formation instructions set forth below, we summarize the existing Cayman Islands fund vehicles within the Solara platform that are the subject of the Reorganization.

Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman"). Fund IV-A Cayman is a Cayman Islands exempted limited partnership registered with the Cayman Islands Monetary Authority ("CIMA") under registration number MF-72491. Its registered office is maintained at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111. Fund IV-A Cayman serves as a parallel fund vehicle for non-U.S. investors and U.S. tax-exempt investors investing alongside the Delaware-domiciled Fund IV LP. The fund has total commitments of approximately $1.85 billion. The general partner of Fund IV-A Cayman is Solara Offshore GP Ltd., a Cayman Islands exempted company that also serves as the general partner of certain other offshore vehicles within the Solara fund platform. Fund IV-A Cayman holds a U.S. employer identification number (EIN 98-6241503) for purposes of its U.S. federal income tax reporting obligations.

Solara Digital Partners Fund V-A (Cayman) LP ("Fund V-A Cayman"). Fund V-A Cayman is likewise a Cayman Islands exempted limited partnership, registered with CIMA under registration number MF-89103. Its registered office is also maintained at Harborstone Corporate Services Ltd. at the address set forth above. Fund V-A Cayman operates as the offshore parallel vehicle for Solara's fifth vintage fund, with total commitments of approximately $2.45 billion. Its general partner is Solara Offshore GP Ltd., the same Cayman exempted company serving as general partner of Fund IV-A Cayman. Fund V-A Cayman holds U.S. EIN 98-7891234.

Both Fund IV-A Cayman and Fund V-A Cayman currently hold substantial portfolios of digital infrastructure and enterprise SaaS investments, primarily through intermediate holding company structures organized in the Cayman Islands, Luxembourg, and other jurisdictions. These two Cayman exempted limited partnerships are the vehicles that will ultimately be dissolved as part of Step 5 of the Reorganization, and whose investors will be migrated to the newly formed feeder vehicles described in Section 3 below.

2.2 Overview of the Reorganization

The Reorganization involves a five-step integrated transaction, with a target effective date of December 1, 2025 for completion of all steps. Each step has been designed to achieve specific structural and tax objectives, and the sequencing has been coordinated to ensure that each step is completed in proper order. The five steps are summarized below.

Step 1 — Formation of New Entities (Target: September 15, 2025). The first step of the Reorganization involves the formation of the new entities that will constitute the consolidated fund platform going forward. These include (i) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company that will serve as the general partner of the consolidated master fund, (ii) Solara Consolidated Master Fund LP, a Delaware limited partnership that will serve as the master fund vehicle into which all legacy fund assets will be contributed, and (iii) the two new Cayman Islands exempted limited partnerships that are the subject of this letter — Solara International Feeder (Cayman) LP and Solara Tax-Exempt Feeder (Cayman) LP. The Delaware entities are being formed by Calderwood & Harkness directly with the Delaware Secretary of State. This letter addresses solely the formation of the two Cayman feeder vehicles, which we are instructing Meridian Offshore Legal to undertake.

Steps 2 through 4 — Contribution of Portfolio Assets (Target: October 1 through November 1, 2025). During this phase, all portfolio assets held by the four legacy offshore vehicles — Fund IV-A Cayman, Fund IV-B (Luxembourg) SCSp, Fund V-A Cayman, and Fund V-B (Luxembourg) SCSp — will be contributed to the newly formed Solara Consolidated Master Fund LP in Delaware. The aggregate fair market value of the assets being transferred in these contribution transactions is approximately $7.75 billion. The aggregate adjusted tax basis of the contributed assets is approximately $6.03 billion, resulting in aggregate built-in gain of approximately $1.72 billion across the contributed portfolio. The contribution transactions are intended to qualify as tax-free contributions to a partnership under Section 721 of the Internal Revenue Code, and the private letter ruling request being prepared by Calderwood & Harkness addresses certain aspects of this treatment, including the application of the disguised sale rules under Section 707(a)(2)(B) and the anti-mixing bowl rules under Sections 704(c)(1)(B) and 737.

Step 5 — Dissolution of Legacy Vehicles and Migration of Limited Partners (Target: December 1, 2025). Following the completion of the asset contribution transactions in Steps 2 through 4, the legacy offshore vehicles will be dissolved and their limited partners will be migrated into the new consolidated structure. Non-U.S. investors (including sovereign wealth funds and non-U.S. institutional investors) will roll their interests into the newly formed Solara International Feeder (Cayman) LP. U.S. tax-exempt investors (including pension funds, university endowments, and other tax-exempt organizations described in Section 501(c)(3) and related provisions of the Code) will roll their interests into the newly formed Solara Tax-Exempt Feeder (Cayman) LP.

The two new Cayman feeder LPs will serve as feeder vehicles that invest substantially all of their capital into the Consolidated Master Fund LP. The existing Delaware main funds (Fund IV LP and Fund V LP) will continue as co-investment vehicles alongside the Consolidated Master Fund, ensuring continuity for U.S. taxable investors who are currently invested in those vehicles.

The business rationale for the Reorganization has been thoroughly analyzed and documented by Solara's management team and its advisors, and includes the following principal objectives:

(a) Operational cost reduction. The consolidation of four separate offshore vehicles into two feeder LPs investing into a single master fund is expected to yield approximately $3.8 million in annual savings arising from the elimination of duplicative offshore administration, audit, regulatory compliance, and corporate services fees currently incurred across the four legacy vehicles.

(b) Pillar Two GloBE compliance. The OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting — Pillar Two Global Anti-Base Erosion Model Rules (the "GloBE Rules") — has created significant compliance uncertainty for the existing Luxembourg SCSp structures (Fund IV-B and Fund V-B). The Reorganization eliminates the Luxembourg entities from the fund platform, thereby mitigating the risk of unexpected top-up tax liability under the GloBE Rules and the European Union Minimum Tax Directive (Council Directive (EU) 2022/2523).

(c) FATCA and CRS simplification. The consolidation of multiple offshore entities into a streamlined feeder/master structure is expected to materially reduce the complexity and cost of compliance with the Foreign Account Tax Compliance Act (FATCA) and the OECD Common Reporting Standard (CRS), as the number of reporting financial institutions within the Solara platform will be reduced.

(d) LP-requested governance simplification. Several of Solara's largest institutional limited partners have expressed a preference for a simplified fund structure with fewer intermediate vehicles, consolidated reporting, and unified governance. The LP Advisory Committee (LPAC) provided preliminary consent to the Reorganization at a rate of 78% in interest at its meeting on April 22, 2025.

The GP board of Solara Digital Infrastructure GP LLC approved the exploration and implementation of the Reorganization at its board meeting on March 14, 2025, and authorized Solara's management team and outside counsel to take all steps necessary to effectuate the Reorganization in accordance with the timeline described above.

3. New Entities to Be Formed — Detailed Formation Instructions

The following sets forth Calderwood & Harkness's detailed instructions for the formation of the two new Cayman Islands exempted limited partnerships. We request that Meridian Offshore Legal prepare all necessary formation documentation and filings for each entity as described below.

3.1 Solara International Feeder (Cayman) LP ("Int'l Feeder")

Entity Name. The entity shall be named "Solara International Feeder (Cayman) LP" or such variation as may be required by the Cayman Islands Registrar of Exempted Limited Partnerships to avoid conflict with an existing registered name. Please conduct a preliminary name availability search and advise us promptly if the proposed name is not available, in which case Calderwood & Harkness will propose alternative names for Solara's approval.

Entity Type. Cayman Islands exempted limited partnership, formed under and governed by the Exempted Limited Partnership Act (as revised) of the Cayman Islands.

Purpose. The Int'l Feeder will serve as the primary feeder vehicle for non-U.S. investors, including sovereign wealth funds, non-U.S. pension funds, non-U.S. insurance companies, and other non-U.S. institutional investors. The Int'l Feeder will invest substantially all of its capital into Solara Consolidated Master Fund LP, a Delaware limited partnership, in the form of limited partnership interests in the Consolidated Master Fund. The Int'l Feeder is not expected to make any direct portfolio investments and will function solely as a pass-through investment vehicle into the Consolidated Master Fund.

General Partner. The identity of the general partner of the Int'l Feeder is to be confirmed by Calderwood & Harkness prior to formation. We anticipate that the general partner will be either (i) Solara Offshore GP Ltd., the existing Cayman Islands exempted company that currently serves as general partner of Fund IV-A Cayman and Fund V-A Cayman, or (ii) a newly formed Cayman Islands exempted company to be organized specifically to serve as the general partner of the Int'l Feeder and, potentially, the TE Feeder (described in Section 3.2 below). We request that Meridian Offshore Legal advise on any regulatory, structural, or governance considerations under Cayman law that would favor the use of the existing Solara Offshore GP Ltd. versus the formation of a new GP entity. In particular, please consider whether any issues might arise under the Exempted Limited Partnership Act or CIMA regulations from having a single GP entity serve as general partner of multiple registered funds, including the legacy vehicles during the interim period prior to their dissolution.

Anticipated Initial Limited Partners. The following investors are among those expected to be admitted as initial limited partners of the Int'l Feeder upon the completion of Step 5 of the Reorganization:

(i) Nordhaven Sovereign Wealth Fund (Kingdom of Nordhaven). Nordhaven currently holds commitments of $380 million in Fund IV-A Cayman and $500 million in Fund V-A Cayman, for aggregate commitments across both vehicles of $880 million. The primary contact at Nordhaven is Anders Bjørkman, Head of Alternative Investments. Nordhaven is one of Solara's largest institutional investors and has been actively involved in the LPAC discussions regarding the Reorganization.

(ii) Kestrel Pacific Insurance Group (Singapore). Kestrel Pacific currently holds commitments of €200 million in Fund IV-B (Luxembourg) SCSp and €275 million in Fund V-B (Luxembourg) SCSp, for aggregate commitments across both Luxembourg vehicles of €475 million. The primary contact at Kestrel Pacific is Christine Leung, Senior Portfolio Manager. Kestrel Pacific's interests in the Luxembourg vehicles will be migrated to the Int'l Feeder as part of the Reorganization.

Additional non-U.S. limited partners currently invested in Fund IV-A Cayman, Fund V-A Cayman, and the Luxembourg SCSp vehicles are expected to be admitted as limited partners of the Int'l Feeder; the complete list of initial limited partners will be provided to Meridian Offshore Legal once the LP rollover elections have been finalized, which is expected to occur during September and October 2025.

Registered Office Provider. The registered office of the Int'l Feeder shall be maintained at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111. Harborstone currently serves as the registered office provider for both Fund IV-A Cayman and Fund V-A Cayman, and we have confirmed with Harborstone that it is prepared to serve in the same capacity for the new feeder vehicles. Meridian Offshore Legal should coordinate with Harborstone to finalize the registered office agreement for the Int'l Feeder.

U.S. Tax Classification. It is critical that the Int'l Feeder be classified as a partnership for U.S. federal income tax purposes. Calderwood & Harkness will prepare and file IRS Form 8832 (Entity Classification Election) under Treasury Regulation § 301.7701-3, electing partnership classification for the Int'l Feeder. The effective date of the election will be coordinated with the actual date of formation of the entity in the Cayman Islands. The partnership agreement for the Int'l Feeder will include provisions consistent with this classification, and Meridian Offshore Legal should ensure that no provision of the Cayman formation documents or partnership agreement is inconsistent with partnership treatment under U.S. federal income tax law.

Partnership Agreement. A draft limited partnership agreement for the Int'l Feeder (the "Int'l Feeder LPA") will be provided by Calderwood & Harkness to Meridian Offshore Legal for review and localization to Cayman Islands law. The draft Int'l Feeder LPA will be based on the existing partnership agreements for Fund IV-A Cayman and Fund V-A Cayman, with modifications to reflect the feeder/master fund structure and the terms of the Reorganization. The Int'l Feeder LPA will include, among other things, the following provisions:

(a) Governance provisions, including the rights and obligations of the general partner and limited partners, meeting and voting mechanics, and LPAC composition and authority;

(b) Capital contribution mechanics, including initial capital contributions by limited partners rolling into the Int'l Feeder from the legacy vehicles, the treatment of funded and unfunded commitments, default provisions, and capital call procedures;

(c) Allocation and distribution waterfall provisions, including the allocation of income, gain, loss, and deduction among the general partner and limited partners, the carried interest (promote) waterfall, preferred return mechanics, and distribution priorities;

(d) Transfer restrictions applicable to limited partnership interests, including rights of first refusal, lock-up periods, and transfer consent requirements;

(e) Feeder-fund-specific provisions governing the Int'l Feeder's relationship with the Consolidated Master Fund LP, including provisions addressing the Int'l Feeder's status as a limited partner of the Consolidated Master Fund, look-through allocation mechanics, and coordination of capital calls and distributions between the feeder and master levels; and

(f) Provisions addressing applicable regulatory requirements, including FATCA and CRS compliance, AML/KYC obligations, and sanctions screening.

Meridian Offshore Legal should review the draft Int'l Feeder LPA for compliance with Cayman Islands law, including the Exempted Limited Partnership Act, and provide any comments or suggested revisions necessary to ensure that the agreement is enforceable and effective under Cayman law. We anticipate providing the draft Int'l Feeder LPA to Meridian Offshore Legal no later than August 1, 2025.

3.2 Solara Tax-Exempt Feeder (Cayman) LP ("TE Feeder")

Entity Name. The entity shall be named "Solara Tax-Exempt Feeder (Cayman) LP" or such variation as may be required by the Cayman Islands Registrar of Exempted Limited Partnerships. As with the Int'l Feeder, please conduct a preliminary name availability search and advise us if the proposed name is unavailable.

Entity Type. Cayman Islands exempted limited partnership, formed under and governed by the Exempted Limited Partnership Act (as revised) of the Cayman Islands.

Purpose. The TE Feeder will serve as the feeder vehicle for U.S. tax-exempt investors, including state and municipal pension funds, university endowments, private foundations, and other organizations exempt from federal income tax under Section 501(a) of the Internal Revenue Code. The principal purpose of organizing the TE Feeder as an offshore entity is to mitigate the generation of unrelated business taxable income ("UBTI") for its tax-exempt limited partners. Specifically, by interposing the TE Feeder as a corporate blocker (treated as a corporation for U.S. federal income tax purposes — see note below regarding tax classification) or, alternatively, as a partnership-level vehicle investing through intermediate blocker structures, the TE Feeder is designed to ensure that its tax-exempt investors do not receive allocations of income that would constitute UBTI under Sections 511 through 514 of the Code, particularly income from debt-financed property under Section 514 and income from the conduct of an unrelated trade or business under Section 512. The TE Feeder will invest substantially all of its capital into Solara Consolidated Master Fund LP in the form of limited partnership interests.

Note regarding U.S. tax classification: Notwithstanding the reference above to the UBTI blocker function of the TE Feeder, it is currently anticipated that the TE Feeder will be classified as a partnership for U.S. federal income tax purposes, consistent with the Int'l Feeder. The UBTI blocker functionality will be achieved through intermediate blocker corporation structures at the investment level, which are currently in place and will be preserved through the Reorganization. Calderwood & Harkness will confirm the final U.S. tax classification determination for the TE Feeder and will advise Meridian Offshore Legal accordingly. As with the Int'l Feeder, Calderwood & Harkness will file IRS Form 8832 electing partnership classification under Treasury Regulation § 301.7701-3, with an effective date coordinated with the date of formation.

General Partner. The identity of the general partner of the TE Feeder is to be confirmed by Calderwood & Harkness prior to formation. We anticipate that the same entity — Solara Offshore GP Ltd. or a newly formed Cayman exempted company — will serve as general partner of both the TE Feeder and the Int'l Feeder, although we reserve the flexibility to designate a separate GP entity for the TE Feeder if structural or tax considerations warrant such an approach. Calderwood & Harkness will provide final confirmation on this point in advance of the formation date.

Anticipated Initial Limited Partners. The following investors are among those expected to be admitted as initial limited partners of the TE Feeder upon completion of Step 5 of the Reorganization:

(i) Pinnacle State Employees' Retirement System (State of Pinnacle). Pinnacle SERS currently holds commitments of $275 million in Fund IV (across the Cayman and Delaware vehicles) and $340 million in Fund V, for aggregate commitments of $615 million. The primary contact at Pinnacle SERS is Margaret Faulkner, Chief Investment Officer. Pinnacle SERS is a defined benefit pension plan subject to the Employee Retirement Income Security Act of 1974 (ERISA) and is exempt from federal income tax under Section 501(a) of the Code by reason of its qualification under Section 401(a).

(ii) Grandview University Endowment (Massachusetts). Grandview University Endowment currently holds commitments of $120 million in Fund IV and $185 million in Fund V, for aggregate commitments of $305 million. The primary contact at Grandview is Harold Kingsley, Director of Investments. Grandview University is a tax-exempt organization described in Section 501(c)(3) of the Code, and its endowment fund is subject to UBTI restrictions under Sections 511 through 514.

Additional U.S. tax-exempt limited partners are expected to be admitted to the TE Feeder; the complete list will be provided once LP rollover elections have been finalized.

Registered Office Provider. Harborstone Corporate Services Ltd. at the same address specified in Section 3.1 above.

U.S. Tax Classification. Partnership for U.S. federal income tax purposes, as described above. IRS Form 8832 to be filed by Calderwood & Harkness with the effective date coordinated with formation.

Partnership Agreement. A draft limited partnership agreement for the TE Feeder (the "TE Feeder LPA") will be provided by Calderwood & Harkness for Meridian Offshore Legal's review and localization to Cayman Islands law. The TE Feeder LPA will be substantively parallel to the Int'l Feeder LPA, with the following key differences:

(a) UBTI blocker-specific provisions, including representations and covenants regarding the maintenance of intermediate blocker corporation structures at the investment level, and restrictions on the TE Feeder's ability to directly engage in activities or hold assets that would generate UBTI to its tax-exempt limited partners;

(b) ERISA-related provisions, including representations regarding the "plan asset" status of the TE Feeder under the Department of Labor's Plan Asset Regulation (29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA), the "venture capital operating company" (VCOC) and "real estate operating company" (REOC) exemptions, and the "25% test" for determining whether the assets of the TE Feeder constitute "plan assets";

(c) Provisions addressing the tax-exempt status of limited partners, including restrictions on admitting taxable investors and provisions governing the treatment of partners who lose their tax-exempt status; and

(d) Any other provisions specifically required to address the regulatory and fiduciary requirements applicable to U.S. tax-exempt institutional investors.

We anticipate providing the draft TE Feeder LPA to Meridian Offshore Legal no later than August 1, 2025, concurrent with delivery of the draft Int'l Feeder LPA.

4. CIMA Registration Requirements

4.1 Registration of New Feeder Entities

We request that Meridian Offshore Legal advise on all requirements for the registration of each new feeder LP — both the Int'l Feeder and the TE Feeder — with the Cayman Islands Monetary Authority (CIMA). Specifically, we request your guidance on the following matters:

(a) Registration category. Please confirm the applicable registration category for each new feeder LP. We understand that Cayman Islands investment funds are generally required to register with CIMA as a "registered mutual fund" under Section 4(3) of the Mutual Funds Act (as revised) if they have more than 15 investors, or as a "master fund" or "administered mutual fund" under Sections 4(1) or 4(1)(a), as applicable. Please confirm the appropriate category for each feeder LP, or advise whether any exemption from mutual fund registration may be available — for example, if either feeder LP qualifies as a "private fund" under the Private Funds Act, 2020 (as revised), and, if so, the applicable registration requirements under that Act.

(b) Filing timeline. We understand that CIMA registration must be completed prior to or contemporaneously with the commencement of fund operations by each entity. Given our target formation date of September 15, 2025, we request that Meridian Offshore Legal prepare and submit all CIMA registration filings in sufficient time to ensure that registration is obtained by that date. Please advise on the typical processing time for CIMA registration applications and any expedited processing options that may be available.

(c) Required supporting documentation. Please identify all documentation required to support the CIMA registration applications, including but not limited to: offering documents (confidential private placement memorandum or information memorandum), constitutional documents (partnership agreement and registration statement), an auditor appointment letter, an administrator appointment letter, details of the directors and officers of the general partner entity, and any anti-money laundering and know-your-customer (AML/KYC) documentation required with respect to the general partner, its directors and officers, and the initial limited partners. Please also advise whether a compliance officer or money laundering reporting officer (MLRO) must be designated at the fund or GP level for the new feeder entities.

(d) CIMA registration and annual fees. Please confirm the applicable CIMA registration fees for each new entity, as well as the ongoing annual fees payable to CIMA for maintenance of registration. We understand that CIMA fees vary depending on the registration category, and we request that you provide the applicable fee schedule for each feeder LP.

4.2 Deregistration of Legacy Vehicles

In connection with Step 5 of the Reorganization, which has a target completion date of December 1, 2025, both Fund IV-A Cayman (CIMA registration number MF-72491) and Fund V-A Cayman (CIMA registration number MF-89103) will be dissolved and their CIMA registrations will need to be cancelled or deregistered.

We request that Meridian Offshore Legal advise on the CIMA deregistration process and timeline for each legacy vehicle, including the following:

(a) Required notifications. Please identify all notifications that must be provided to CIMA in connection with the dissolution and deregistration of each legacy vehicle, including any advance notice requirements and the prescribed form and content of such notifications.

(b) Final audited financial statements. Please confirm whether CIMA requires the submission of final audited financial statements for each legacy vehicle prior to or in connection with deregistration, and the applicable deadline for submission of such financial statements following the dissolution date.

(c) Confirmation that all investors have been paid out or transferred. Please advise whether CIMA requires confirmation or certification that all investors in each legacy vehicle have been fully paid out or have had their interests transferred to a successor vehicle (i.e., one of the new feeder LPs) prior to deregistration.

(d) Waiting periods. Please advise whether there is any mandatory waiting period between the filing of a deregistration application and the effective date of deregistration, and any steps that can be taken to minimize the duration of such waiting period.

(e) Coordination with dissolution timeline. We request that Meridian Offshore Legal coordinate the deregistration timeline with the Step 5 target dissolution date of December 1, 2025, and advise on any steps that should be taken in advance of that date to ensure that the dissolution and deregistration can be completed efficiently.

We note that Clarendon Fund Services Ltd. (Windward 3, Regatta Office Park, West Bay Road, George Town, Grand Cayman KY1-1108; contact: Rachel Okonkwo, Client Relationship Director) currently serves as the fund administrator for Fund IV-A Cayman and Fund V-A Cayman. Clarendon will need to be closely involved in the deregistration process, including the preparation of final NAV calculations, investor account reconciliations, and any required regulatory filings. We request that Meridian Offshore Legal coordinate with Clarendon as necessary in connection with the deregistration of the legacy vehicles and the transition of administration to the new feeder structures.

5. Economic Substance Requirements

We request that Meridian Offshore Legal provide a detailed analysis of the economic substance requirements applicable to each new Cayman feeder LP under the International Tax Co-operation (Economic Substance) Act (as revised) (the "ES Act") and the related Guidance Notes issued by the Cayman Islands Tax Information Authority (the "TIA Guidance").

Specifically, we request your analysis and advice on the following matters:

(a) Classification as a "relevant entity." Please confirm whether each new feeder LP will be classified as a "relevant entity" within the meaning of the ES Act. We understand that a Cayman Islands exempted limited partnership is generally a "relevant entity" unless it is an "investment fund" as defined in the ES Act and the TIA Guidance, in which case it falls outside the scope of the economic substance requirements. Please advise on the criteria for qualification as an "investment fund" and whether each of the Int'l Feeder and the TE Feeder is expected to satisfy those criteria.

(b) Relevant activity classification. If either feeder LP is determined to be a "relevant entity" (i.e., does not qualify for the investment fund exemption), please confirm the "relevant activity" that each entity is deemed to be conducting under the ES Act — for example, "fund management business," "holding entity business," or "pure equity holding entity" — and the applicable economic substance requirements for each classification.

(c) Minimum substance requirements. If economic substance requirements apply to either feeder LP, please specify the minimum requirements that must be met, including: (i) the requirement to have an adequate number of qualified employees (or equivalent outsourced resources) in the Cayman Islands, (ii) the requirement to maintain adequate physical premises in the Cayman Islands, (iii) the requirement to incur an adequate level of operating expenditure in the Cayman Islands, and (iv) the requirement that core income-generating activities (CIGAs) be directed and managed in the Cayman Islands.

(d) Investment fund exemption. Please advise in detail on whether the "investment fund" exemption under the ES Act is available and applicable to each feeder LP. We understand that a Cayman entity qualifies as an "investment fund" if it is a mutual fund registered under the Mutual Funds Act, a private fund registered under the Private Funds Act, 2020, or otherwise meets the definition set out in the ES Act and TIA Guidance. Please confirm the criteria and the applicability of this exemption to the feeder structures.

(e) "Pure equity holding" reduced test. In the alternative, please advise on whether the "pure equity holding entity" classification and its reduced economic substance test may be applicable to either feeder LP, given that the feeders will hold only limited partnership interests in the Consolidated Master Fund LP and will not engage in any active business operations.

(f) Reporting obligations. Please identify all reporting obligations arising under the economic substance regime, including the annual economic substance notification and the annual economic substance return that must be filed with the TIA. Please advise on the filing deadlines, the content of such filings, and any penalties for non-compliance.

(g) Impact of OECD Pillar Two GloBE Rules. As noted in Section 2.2 above, one of the principal drivers of the Reorganization is the impact of the OECD Pillar Two GloBE Rules on the existing Luxembourg SCSp structures within the Solara fund platform. We request that Meridian Offshore Legal assess whether the new Cayman feeder structures will face any analogous issues under Pillar Two. Specifically, please advise on whether the feeder LPs could be subject to any Pillar Two top-up tax liability, whether directly or indirectly through the application of the GloBE Rules by a jurisdiction in which Solara or its investors are resident, and whether the Cayman Islands has adopted or is expected to adopt any qualified domestic minimum top-up tax (QDMTT) that could apply to the feeder structures. We note that the Cayman Islands does not currently impose a corporate income tax, and we request your confirmation that this tax-neutral status extends to the feeder LP structures and is not expected to change in a manner that would undermine the objectives of the Reorganization.

6. Formation Documentation and Deliverables

Meridian Offshore Legal is hereby instructed to prepare the following formation documents for each new entity, in each case subject to Calderwood & Harkness's review and approval prior to execution and filing.

6.1 For Solara International Feeder (Cayman) LP

The following documents and filings are required in connection with the formation and registration of the Int'l Feeder:

1. Exempted Limited Partnership Registration Statement. Preparation and filing of the Registration Statement required under Section 9 of the Exempted Limited Partnership Act (as revised), including all information required to be set forth therein (name of the partnership, registered office address, nature of the business, name and address of the general partner, commencement date, and term).

2. Exempted Limited Partnership Agreement. A draft limited partnership agreement will be provided by Calderwood & Harkness for Meridian Offshore Legal's review and localization to Cayman Islands law. Meridian Offshore Legal should review the draft agreement for compliance with the Exempted Limited Partnership Act and all other applicable Cayman Islands law, propose any necessary Cayman law-specific amendments, and prepare a final execution version for signature by the general partner and initial limited partners.

3. CIMA Registration Application and Supporting Materials. Preparation and submission of the application for registration of the Int'l Feeder with CIMA under the applicable provisions of the Mutual Funds Act or Private Funds Act, 2020, together with all required supporting materials (as identified in Section 4.1 above).

4. AML/KYC Documentation Package. Preparation and coordination of the anti-money laundering and know-your-customer documentation package for the general partner and its directors and officers, as well as for the initial limited partners to the extent required under CIMA regulations and the Anti-Money Laundering Regulations (as revised).

5. Registered Office Agreement. Coordination with Harborstone Corporate Services Ltd. to finalize and execute the registered office agreement for the Int'l Feeder, including confirmation of the registered office address and the scope of services to be provided by Harborstone.

6. Appointment of Auditor. The auditor appointment for the Int'l Feeder is to be confirmed by Calderwood & Harkness in consultation with Solara. The current auditor for the existing Cayman offshore vehicles is Caldwell Pierce & Co. LLP, 400 Renaissance Center, Suite 2500, Detroit, MI 48243 (contact: Helen Okamoto, Partner). We anticipate that Caldwell Pierce will be appointed as auditor of the new feeder entities, subject to Solara's final confirmation. Please advise on any Cayman law requirements regarding auditor appointments for exempted limited partnerships and CIMA-registered funds.

7. Additional Documents. Any other documents, filings, certificates, or resolutions required under Cayman Islands law for the valid formation, registration, and commencement of operations of the Int'l Feeder, including any general partner resolutions, certificates of good standing, or other documents that may be required in connection with the opening of bank accounts or the establishment of custody arrangements.

6.2 For Solara Tax-Exempt Feeder (Cayman) LP

The same list of formation documents described in Section 6.1 above shall be prepared for the TE Feeder, with all appropriate entity-specific modifications to reflect the distinct name, purpose, anticipated limited partner base, and UBTI-related provisions of the TE Feeder. To the extent that any formation document or CIMA filing differs in substance as between the Int'l Feeder and the TE Feeder, Meridian Offshore Legal should prepare separate versions for each entity and flag any such differences for Calderwood & Harkness's review.

6.3 Deliverables Timeline

To ensure that the target formation date of September 15, 2025 is achieved, we propose the following deliverables timeline, and request that Meridian Offshore Legal confirm its ability to adhere to this schedule:

We recognize that the CIMA registration process may extend slightly beyond the September 15 formation date depending on CIMA processing times, and we request that Meridian Offshore Legal advise on the expected timeframe and any steps that can be taken to expedite the process. If Meridian Offshore Legal anticipates any difficulty in meeting the August 15, 2025 deadline for delivery of draft formation documents, we ask that you notify us immediately so that we can adjust the overall Reorganization timeline accordingly.

7. Coordination with Other Counsel and Advisors

The Reorganization involves multiple parties, counsel, and advisors across several jurisdictions. To ensure efficient coordination and avoid duplication of effort, Meridian Offshore Legal should coordinate as necessary with the following parties in connection with the formation of the new feeder entities and the related workstreams described in this letter:

(a) Calderwood & Harkness LLP — Washington, D.C. and New York offices. Primary contacts: Leonard Cross (Responsible Partner, Tax) and Robert Jansen (Lead Associate, Tax) in the Washington, D.C. office; Sylvia Hartwell (Billing Partner, Tax) and Garrett Simmons (Working Associate, Tax) in the New York office. Calderwood & Harkness will serve as the central coordination point for the Reorganization and will be responsible for overall transaction management and U.S. tax matters.

(b) Veldhuis & Gérard S.à r.l. — Luxembourg counsel. Primary contact: Marc Gérard, Managing Partner; 22, boulevard Royal, L-2449 Luxembourg. Veldhuis & Gérard is handling the dissolution of Fund IV-B (Luxembourg) SCSp (Registre de Commerce et des Sociétés Luxembourg number B 248193) and Fund V-B (Luxembourg) SCSp (RCS number B 271056). Coordination with Veldhuis & Gérard will be essential with respect to the cross-border sequencing of the asset contribution and dissolution transactions in Steps 2 through 5 of the Reorganization, and to ensure that the Luxembourg and Cayman dissolution proceedings proceed in parallel without conflict.

(c) Whitfield, Carruthers & Doyle LLP — LPAC counsel. Primary contact: Diana Carruthers, Partner; 200 South Biscayne Boulevard, Suite 4000, Miami, FL 33131. Whitfield, Carruthers & Doyle serves as independent counsel to the LP Advisory Committee and may have comments on the formation documents for the feeder LPs, particularly with respect to governance provisions, transfer restrictions, and investor protections. We anticipate that Diana Carruthers or a member of her team will review the near-final drafts of the feeder LPAs.

(d) Bramhall & Quelwick LLP — Independent tax counsel to Nordhaven Sovereign Wealth Fund. Primary contact: Jason Tremaine, Partner; 44 Montgomery Street, Suite 3600, San Francisco, CA 94104. Bramhall & Quelwick may have treaty-related structural requests for the Int'l Feeder, particularly with respect to the availability of income tax treaty benefits for Nordhaven and the structuring of the Int'l Feeder's investment into the Consolidated Master Fund to preserve such benefits. Any structural requests from Bramhall & Quelwick will be communicated through Calderwood & Harkness.

(e) Harborstone Corporate Services Ltd. — Registered office provider. Please coordinate directly with Harborstone regarding the preparation and execution of the registered office agreements for each new feeder entity and any related administrative matters.

(f) Clarendon Fund Services Ltd. — Fund administrator. Primary contact: Rachel Okonkwo, Client Relationship Director; Windward 3, Regatta Office Park, West Bay Road, George Town, Grand Cayman KY1-1108. Please coordinate with Clarendon regarding the appointment of Clarendon as administrator for the new feeder entities, the transition of NAV calculation and investor reporting functions from the legacy vehicles to the new structure, and any CIMA-related filings for which administrator involvement is required.

(g) Solara in-house team. Primary contacts: Priya Narasimhan (General Counsel), Stefan Dalmqvist (Head of Tax), and Douglas Wexford (Chief Financial Officer), each reachable through Solara's headquarters at 1200 Market Street, Suite 3400, Wilmington, DE 19801. Solara's in-house team should be copied on all substantive communications and deliverables, unless Calderwood & Harkness directs otherwise.

All communications among the parties listed above should be directed through or copied to Calderwood & Harkness to ensure that privilege is maintained and that all parties remain aligned on the transaction timeline and deliverables.

8. Fees and Billing

We request that Meridian Offshore Legal provide a detailed fee estimate for the following work streams in connection with the formation and registration of the new feeder entities and the related matters described in this letter:

1. Formation of the two new Cayman Islands exempted limited partnerships (the Int'l Feeder and the TE Feeder), including preparation of all formation documents, name searches, and filings with the Registrar of Exempted Limited Partnerships.

2. CIMA registration for each new entity, including preparation of all registration applications, supporting documentation, and liaison with CIMA.

3. CIMA deregistration for Fund IV-A Cayman and Fund V-A Cayman, including preparation of all deregistration applications, required notifications, and coordination with CIMA.

4. Economic substance analysis and advice, including the analysis requested in Section 5 of this letter with respect to the applicability of the ES Act and the TIA Guidance to the new feeder entities, as well as any ongoing substance compliance advice.

5. Review and localization of partnership agreements, including Meridian Offshore Legal's review of the draft Int'l Feeder LPA and TE Feeder LPA for compliance with Cayman Islands law and preparation of final execution versions.

6. Ongoing annual compliance and registered office maintenance fees, including any annual CIMA filings, economic substance notifications and returns, and registered office agent fees.

We request that fees be broken down by entity (i.e., separately for the Int'l Feeder and the TE Feeder) and by work stream, to enable accurate cost allocation across the Solara fund vehicles. Please also identify any anticipated disbursements, including CIMA registration fees, government filing fees, courier charges, and any other out-of-pocket expenses.

All billing for Meridian Offshore Legal's services in connection with this engagement should be directed to Calderwood & Harkness LLP (referencing Engagement No. 20250527-SDILP-PLR) at the following address:

Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006

Attn: Leonard Cross, Partner

Calderwood & Harkness will onward-bill Meridian Offshore Legal's fees and disbursements to the client in accordance with the terms of our engagement with Solara. Invoices should be submitted on a monthly basis or upon completion of discrete work streams, whichever is more appropriate.

For context, we note that Solara currently pays approximately $3.8 million annually in duplicative offshore administration, audit, and regulatory fees across all legacy vehicles. A principal objective of the Reorganization is to achieve material reductions in these ongoing costs. Accordingly, we ask that Meridian Offshore Legal bear this objective in mind when structuring its fee proposal and, where possible, identify opportunities for cost efficiencies in the formation and ongoing compliance work.

9. Confidentiality and Privilege

All communications, documents, draft agreements, memoranda, analyses, and advice provided in connection with this matter — whether by Calderwood & Harkness to Meridian Offshore Legal, by Meridian Offshore Legal to Calderwood & Harkness, or among any of the parties listed in Section 7 of this letter — are privileged and confidential. These materials are protected by the attorney-client privilege, the attorney work product doctrine, and any analogous protections available under Cayman Islands law.

Work product prepared by Meridian Offshore Legal at the direction of or in coordination with Calderwood & Harkness in connection with this engagement is specifically intended to be subject to the protections of the attorney-client privilege and the work product doctrine under applicable U.S. and Cayman Islands law. We request that all documents prepared by Meridian Offshore Legal in connection with this matter be marked "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE — ATTORNEY WORK PRODUCT" to preserve these protections.

No information regarding the Reorganization, the formation of the new feeder entities, or any other aspect of this engagement should be shared with any person or entity not listed in this letter without the prior written consent of Calderwood & Harkness LLP or Solara Digital Infrastructure LP. This restriction applies to all communications, whether oral or written, and includes communications with regulatory authorities (other than routine filings required by law), potential investors, service providers, or any other third parties.

We refer you to the client communication protocols established for this engagement, which were circulated by Calderwood & Harkness on May 30, 2025, and which govern the handling of confidential information, the use of secure communication channels, and the procedures for obtaining consent to disclose information to third parties. Please ensure that all members of your team working on this matter are familiar with and adhere to those protocols.

10. Specific Requests for Immediate Response

To enable the Reorganization to proceed on schedule, we respectfully request that Meridian Offshore Legal provide the following confirmations and information at the earliest practicable opportunity, and in any event within ten (10) business days of receipt of this letter:

(a) Confirmation of receipt. Please confirm receipt of this letter and all enclosures.

(b) Availability and timeline. Please confirm Meridian Offshore Legal's availability to undertake this engagement within the timeline described in this letter, including the August 15, 2025 deadline for delivery of draft formation documents and the September 15, 2025 target formation date.

(c) Cayman law issues or impediments. Please identify any issues arising under Cayman Islands law, any recent or anticipated regulatory changes, or any practical impediments of which you are aware that could affect the formation of the new feeder entities by the September 15, 2025 target date, or that could otherwise impact any aspect of the Reorganization as described in this letter.

(d) Conflicts of interest. Please confirm that Meridian Offshore Legal has no conflicts of interest with respect to any of the following parties: Solara Digital Infrastructure LP and its affiliates (including Solara Digital Infrastructure GP LLC, Solara Offshore GP Ltd., and all fund vehicles within the Solara platform); Fund IV-A Cayman; Fund V-A Cayman; the entities to be formed (Solara International Feeder (Cayman) LP and Solara Tax-Exempt Feeder (Cayman) LP); all named investors, including Nordhaven Sovereign Wealth Fund, Kestrel Pacific Insurance Group, Pinnacle State Employees' Retirement System, Grandview University Endowment, and Argyle Family Office Holdings LLC; and all counterparty counsel, including Whitfield, Carruthers & Doyle LLP and Bramhall & Quelwick LLP.

(e) Preliminary cost and timeline estimates. Please provide preliminary estimates of fees and disbursements, and a proposed working timeline, by return.

We look forward to working with you and your team on this engagement. The formation of these two feeder vehicles is a critical path item in the broader Reorganization, and we appreciate Meridian Offshore Legal's attention to the urgency of the timeline. Please do not hesitate to contact me directly, or Robert Jansen, with any questions or if you require any additional information to proceed.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Leonard Cross Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Tel: (202) 555-7824

Email: lcross@calderwoodharkness.com

cc: (via email)

Sylvia Hartwell, Partner, Calderwood & Harkness LLP (New York) Robert Jansen, Associate, Calderwood & Harkness LLP (Washington, D.C.) Garrett Simmons, Associate, Calderwood & Harkness LLP (New York) Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP

Enclosures:

1. Pre-Reorganization Organizational Charts (for reference)

2. Post-Reorganization Organizational Charts (for reference)

3. Step Transaction Diagrams (Steps 1–5)

4. Contact Information Sheet for All Parties Listed in Section 7

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE — ATTORNEY WORK PRODUCT This letter and its enclosures contain information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, please notify the sender immediately and destroy all copies.

Milestone	Target Date
Draft formation documents delivered to Calderwood & Harkness for review	No later than August 15, 2025
Calderwood & Harkness comments returned to Meridian Offshore Legal	By August 29, 2025
Final formation documents executed and filed with the Registrar	By September 15, 2025
CIMA registration confirmation received	By September 15, 2025, or as soon as practicable thereafter

CALDERWOOD & HARKNESS LLP Attorneys at Law
1900 K Street NW, Suite 1100 Washington, DC 20006
Telephone: (202) 555-7800 Facsimile: (202) 555-7801 www.calderwoodharkness.com
June __, 2025
VIA EMAIL AND INTERNATIONAL COURIER
Fiona McAllister, Esq. Partner Meridian Offshore Legal Caledonia House, 69 Dr. Roy's Drive George Town, Grand Cayman KY1-1103 Cayman Islands
Re: Formation of Solara International Feeder (Cayman) LP and Solara Tax-Exempt Feeder (Cayman) LP — Cayman Islands Exempted Limited Partnerships Calderwood & Harkness Engagement No. 20250527-SDILP-PLR
Dear Ms. McAllister:
1. Introduction and Engagement Context
Calderwood & Harkness LLP serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership (EIN 82-4917366), with its principal headquarters located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara is a leading private equity sponsor with approximately $14.7 billion in assets under management as of March 31, 2025, investing across digital infrastructure verticals — including data centers, fiber-optic networks, and edge computing facilities — as well as enterprise software-as-a-service (SaaS) companies. Solara was founded on March 17, 2014 and has completed four full fund cycles, with its fifth vintage currently in its investment period.
Solara's general partner is Solara Digital Infrastructure GP LLC (EIN 82-4917365), a Delaware limited liability company that serves as the managing general partner of SDILP and its affiliated fund vehicles. Solara Digital Infrastructure GP LLC is managed by its Managing Partner and Founder, Viktor Raines, who, together with Solara's senior partners, directs the investment activities and strategic initiatives of the Solara platform.
Calderwood & Harkness is currently assisting Solara with a significant cross-border fund-platform reorganization (the "Reorganization") involving the domestication and merger of several Cayman Islands and Luxembourg fund vehicles into a newly established Delaware-domiciled master fund structure. The Reorganization is designed to achieve material cost reductions, enhanced regulatory compliance, and governance simplification across the Solara fund platform. As part of this engagement, Calderwood & Harkness is also preparing and submitting a private letter ruling request to the Internal Revenue Service on behalf of Solara in connection with certain U.S. federal income tax consequences of the Reorganization, including with respect to the treatment of the contribution and merger transactions under Sections 721 and 731 of the Internal Revenue Code of 1986, as amended.
The Calderwood & Harkness engagement team for this matter consists of the following attorneys:
• Leonard Cross — Responsible Partner, Tax (Washington, D.C. office)
• Sylvia Hartwell — Billing Partner, Tax (New York office)
• Robert Jansen — Lead Associate, Tax (Washington, D.C. office)
• Garrett Simmons — Working Associate, Tax (New York office)
This letter constitutes the formal instructions of Calderwood & Harkness LLP, on behalf of our client Solara Digital Infrastructure LP, to Meridian Offshore Legal, as Cayman Islands counsel, to undertake the formation of two new Cayman Islands exempted limited partnerships, as described in detail herein. We request that you treat these instructions as a matter of priority, given the target formation date of September 15, 2025, and the sequencing requirements of the broader Reorganization described below.
We understand that Meridian Offshore Legal has previously acted as Cayman Islands counsel in connection with various Solara-related matters, and we are pleased to engage your firm once again for this critical stage of the Reorganization. Please note, however, that we request that you confirm the absence of any conflicts of interest as described in Section 10 of this letter before commencing substantive work.
2. Background — Existing Cayman Fund Vehicles and the Reorganization
2.1 Existing Cayman Vehicles
To provide the necessary context for the formation instructions set forth below, we summarize the existing Cayman Islands fund vehicles within the Solara platform that are the subject of the Reorganization.
Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman"). Fund IV-A Cayman is a Cayman Islands exempted limited partnership registered with the Cayman Islands Monetary Authority ("CIMA") under registration number MF-72491. Its registered office is maintained at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111. Fund IV-A Cayman serves as a parallel fund vehicle for non-U.S. investors and U.S. tax-exempt investors investing alongside the Delaware-domiciled Fund IV LP. The fund has total commitments of approximately $1.85 billion. The general partner of Fund IV-A Cayman is Solara Offshore GP Ltd., a Cayman Islands exempted company that also serves as the general partner of certain other offshore vehicles within the Solara fund platform. Fund IV-A Cayman holds a U.S. employer identification number (EIN 98-6241503) for purposes of its U.S. federal income tax reporting obligations.
Solara Digital Partners Fund V-A (Cayman) LP ("Fund V-A Cayman"). Fund V-A Cayman is likewise a Cayman Islands exempted limited partnership, registered with CIMA under registration number MF-89103. Its registered office is also maintained at Harborstone Corporate Services Ltd. at the address set forth above. Fund V-A Cayman operates as the offshore parallel vehicle for Solara's fifth vintage fund, with total commitments of approximately $2.45 billion. Its general partner is Solara Offshore GP Ltd., the same Cayman exempted company serving as general partner of Fund IV-A Cayman. Fund V-A Cayman holds U.S. EIN 98-7891234.
Both Fund IV-A Cayman and Fund V-A Cayman currently hold substantial portfolios of digital infrastructure and enterprise SaaS investments, primarily through intermediate holding company structures organized in the Cayman Islands, Luxembourg, and other jurisdictions. These two Cayman exempted limited partnerships are the vehicles that will ultimately be dissolved as part of Step 5 of the Reorganization, and whose investors will be migrated to the newly formed feeder vehicles described in Section 3 below.
2.2 Overview of the Reorganization
The Reorganization involves a five-step integrated transaction, with a target effective date of December 1, 2025 for completion of all steps. Each step has been designed to achieve specific structural and tax objectives, and the sequencing has been coordinated to ensure that each step is completed in proper order. The five steps are summarized below.
Step 1 — Formation of New Entities (Target: September 15, 2025). The first step of the Reorganization involves the formation of the new entities that will constitute the consolidated fund platform going forward. These include (i) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company that will serve as the general partner of the consolidated master fund, (ii) Solara Consolidated Master Fund LP, a Delaware limited partnership that will serve as the master fund vehicle into which all legacy fund assets will be contributed, and (iii) the two new Cayman Islands exempted limited partnerships that are the subject of this letter — Solara International Feeder (Cayman) LP and Solara Tax-Exempt Feeder (Cayman) LP. The Delaware entities are being formed by Calderwood & Harkness directly with the Delaware Secretary of State. This letter addresses solely the formation of the two Cayman feeder vehicles, which we are instructing Meridian Offshore Legal to undertake.
Steps 2 through 4 — Contribution of Portfolio Assets (Target: October 1 through November 1, 2025). During this phase, all portfolio assets held by the four legacy offshore vehicles — Fund IV-A Cayman, Fund IV-B (Luxembourg) SCSp, Fund V-A Cayman, and Fund V-B (Luxembourg) SCSp — will be contributed to the newly formed Solara Consolidated Master Fund LP in Delaware. The aggregate fair market value of the assets being transferred in these contribution transactions is approximately $7.75 billion. The aggregate adjusted tax basis of the contributed assets is approximately $6.03 billion, resulting in aggregate built-in gain of approximately $1.72 billion across the contributed portfolio. The contribution transactions are intended to qualify as tax-free contributions to a partnership under Section 721 of the Internal Revenue Code, and the private letter ruling request being prepared by Calderwood & Harkness addresses certain aspects of this treatment, including the application of the disguised sale rules under Section 707(a)(2)(B) and the anti-mixing bowl rules under Sections 704(c)(1)(B) and 737.
Step 5 — Dissolution of Legacy Vehicles and Migration of Limited Partners (Target: December 1, 2025). Following the completion of the asset contribution transactions in Steps 2 through 4, the legacy offshore vehicles will be dissolved and their limited partners will be migrated into the new consolidated structure. Non-U.S. investors (including sovereign wealth funds and non-U.S. institutional investors) will roll their interests into the newly formed Solara International Feeder (Cayman) LP. U.S. tax-exempt investors (including pension funds, university endowments, and other tax-exempt organizations described in Section 501(c)(3) and related provisions of the Code) will roll their interests into the newly formed Solara Tax-Exempt Feeder (Cayman) LP.
The two new Cayman feeder LPs will serve as feeder vehicles that invest substantially all of their capital into the Consolidated Master Fund LP. The existing Delaware main funds (Fund IV LP and Fund V LP) will continue as co-investment vehicles alongside the Consolidated Master Fund, ensuring continuity for U.S. taxable investors who are currently invested in those vehicles.
The business rationale for the Reorganization has been thoroughly analyzed and documented by Solara's management team and its advisors, and includes the following principal objectives:
(a) Operational cost reduction. The consolidation of four separate offshore vehicles into two feeder LPs investing into a single master fund is expected to yield approximately $3.8 million in annual savings arising from the elimination of duplicative offshore administration, audit, regulatory compliance, and corporate services fees currently incurred across the four legacy vehicles.
(b) Pillar Two GloBE compliance. The OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting — Pillar Two Global Anti-Base Erosion Model Rules (the "GloBE Rules") — has created significant compliance uncertainty for the existing Luxembourg SCSp structures (Fund IV-B and Fund V-B). The Reorganization eliminates the Luxembourg entities from the fund platform, thereby mitigating the risk of unexpected top-up tax liability under the GloBE Rules and the European Union Minimum Tax Directive (Council Directive (EU) 2022/2523).
(c) FATCA and CRS simplification. The consolidation of multiple offshore entities into a streamlined feeder/master structure is expected to materially reduce the complexity and cost of compliance with the Foreign Account Tax Compliance Act (FATCA) and the OECD Common Reporting Standard (CRS), as the number of reporting financial institutions within the Solara platform will be reduced.
(d) LP-requested governance simplification. Several of Solara's largest institutional limited partners have expressed a preference for a simplified fund structure with fewer intermediate vehicles, consolidated reporting, and unified governance. The LP Advisory Committee (LPAC) provided preliminary consent to the Reorganization at a rate of 78% in interest at its meeting on April 22, 2025.
The GP board of Solara Digital Infrastructure GP LLC approved the exploration and implementation of the Reorganization at its board meeting on March 14, 2025, and authorized Solara's management team and outside counsel to take all steps necessary to effectuate the Reorganization in accordance with the timeline described above.
3. New Entities to Be Formed — Detailed Formation Instructions
The following sets forth Calderwood & Harkness's detailed instructions for the formation of the two new Cayman Islands exempted limited partnerships. We request that Meridian Offshore Legal prepare all necessary formation documentation and filings for each entity as described below.
3.1 Solara International Feeder (Cayman) LP ("Int'l Feeder")
Entity Name. The entity shall be named "Solara International Feeder (Cayman) LP" or such variation as may be required by the Cayman Islands Registrar of Exempted Limited Partnerships to avoid conflict with an existing registered name. Please conduct a preliminary name availability search and advise us promptly if the proposed name is not available, in which case Calderwood & Harkness will propose alternative names for Solara's approval.
Entity Type. Cayman Islands exempted limited partnership, formed under and governed by the Exempted Limited Partnership Act (as revised) of the Cayman Islands.
Purpose. The Int'l Feeder will serve as the primary feeder vehicle for non-U.S. investors, including sovereign wealth funds, non-U.S. pension funds, non-U.S. insurance companies, and other non-U.S. institutional investors. The Int'l Feeder will invest substantially all of its capital into Solara Consolidated Master Fund LP, a Delaware limited partnership, in the form of limited partnership interests in the Consolidated Master Fund. The Int'l Feeder is not expected to make any direct portfolio investments and will function solely as a pass-through investment vehicle into the Consolidated Master Fund.
General Partner. The identity of the general partner of the Int'l Feeder is to be confirmed by Calderwood & Harkness prior to formation. We anticipate that the general partner will be either (i) Solara Offshore GP Ltd., the existing Cayman Islands exempted company that currently serves as general partner of Fund IV-A Cayman and Fund V-A Cayman, or (ii) a newly formed Cayman Islands exempted company to be organized specifically to serve as the general partner of the Int'l Feeder and, potentially, the TE Feeder (described in Section 3.2 below). We request that Meridian Offshore Legal advise on any regulatory, structural, or governance considerations under Cayman law that would favor the use of the existing Solara Offshore GP Ltd. versus the formation of a new GP entity. In particular, please consider whether any issues might arise under the Exempted Limited Partnership Act or CIMA regulations from having a single GP entity serve as general partner of multiple registered funds, including the legacy vehicles during the interim period prior to their dissolution.
Anticipated Initial Limited Partners. The following investors are among those expected to be admitted as initial limited partners of the Int'l Feeder upon the completion of Step 5 of the Reorganization:
(i) Nordhaven Sovereign Wealth Fund (Kingdom of Nordhaven). Nordhaven currently holds commitments of $380 million in Fund IV-A Cayman and $500 million in Fund V-A Cayman, for aggregate commitments across both vehicles of $880 million. The primary contact at Nordhaven is Anders Bjørkman, Head of Alternative Investments. Nordhaven is one of Solara's largest institutional investors and has been actively involved in the LPAC discussions regarding the Reorganization.
(ii) Kestrel Pacific Insurance Group (Singapore). Kestrel Pacific currently holds commitments of €200 million in Fund IV-B (Luxembourg) SCSp and €275 million in Fund V-B (Luxembourg) SCSp, for aggregate commitments across both Luxembourg vehicles of €475 million. The primary contact at Kestrel Pacific is Christine Leung, Senior Portfolio Manager. Kestrel Pacific's interests in the Luxembourg vehicles will be migrated to the Int'l Feeder as part of the Reorganization.
Additional non-U.S. limited partners currently invested in Fund IV-A Cayman, Fund V-A Cayman, and the Luxembourg SCSp vehicles are expected to be admitted as limited partners of the Int'l Feeder; the complete list of initial limited partners will be provided to Meridian Offshore Legal once the LP rollover elections have been finalized, which is expected to occur during September and October 2025.
Registered Office Provider. The registered office of the Int'l Feeder shall be maintained at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111. Harborstone currently serves as the registered office provider for both Fund IV-A Cayman and Fund V-A Cayman, and we have confirmed with Harborstone that it is prepared to serve in the same capacity for the new feeder vehicles. Meridian Offshore Legal should coordinate with Harborstone to finalize the registered office agreement for the Int'l Feeder.
U.S. Tax Classification. It is critical that the Int'l Feeder be classified as a partnership for U.S. federal income tax purposes. Calderwood & Harkness will prepare and file IRS Form 8832 (Entity Classification Election) under Treasury Regulation § 301.7701-3, electing partnership classification for the Int'l Feeder. The effective date of the election will be coordinated with the actual date of formation of the entity in the Cayman Islands. The partnership agreement for the Int'l Feeder will include provisions consistent with this classification, and Meridian Offshore Legal should ensure that no provision of the Cayman formation documents or partnership agreement is inconsistent with partnership treatment under U.S. federal income tax law.
Partnership Agreement. A draft limited partnership agreement for the Int'l Feeder (the "Int'l Feeder LPA") will be provided by Calderwood & Harkness to Meridian Offshore Legal for review and localization to Cayman Islands law. The draft Int'l Feeder LPA will be based on the existing partnership agreements for Fund IV-A Cayman and Fund V-A Cayman, with modifications to reflect the feeder/master fund structure and the terms of the Reorganization. The Int'l Feeder LPA will include, among other things, the following provisions:
(a) Governance provisions, including the rights and obligations of the general partner and limited partners, meeting and voting mechanics, and LPAC composition and authority;
(b) Capital contribution mechanics, including initial capital contributions by limited partners rolling into the Int'l Feeder from the legacy vehicles, the treatment of funded and unfunded commitments, default provisions, and capital call procedures;
(c) Allocation and distribution waterfall provisions, including the allocation of income, gain, loss, and deduction among the general partner and limited partners, the carried interest (promote) waterfall, preferred return mechanics, and distribution priorities;
(d) Transfer restrictions applicable to limited partnership interests, including rights of first refusal, lock-up periods, and transfer consent requirements;
(e) Feeder-fund-specific provisions governing the Int'l Feeder's relationship with the Consolidated Master Fund LP, including provisions addressing the Int'l Feeder's status as a limited partner of the Consolidated Master Fund, look-through allocation mechanics, and coordination of capital calls and distributions between the feeder and master levels; and
(f) Provisions addressing applicable regulatory requirements, including FATCA and CRS compliance, AML/KYC obligations, and sanctions screening.
Meridian Offshore Legal should review the draft Int'l Feeder LPA for compliance with Cayman Islands law, including the Exempted Limited Partnership Act, and provide any comments or suggested revisions necessary to ensure that the agreement is enforceable and effective under Cayman law. We anticipate providing the draft Int'l Feeder LPA to Meridian Offshore Legal no later than August 1, 2025.
3.2 Solara Tax-Exempt Feeder (Cayman) LP ("TE Feeder")
Entity Name. The entity shall be named "Solara Tax-Exempt Feeder (Cayman) LP" or such variation as may be required by the Cayman Islands Registrar of Exempted Limited Partnerships. As with the Int'l Feeder, please conduct a preliminary name availability search and advise us if the proposed name is unavailable.
Entity Type. Cayman Islands exempted limited partnership, formed under and governed by the Exempted Limited Partnership Act (as revised) of the Cayman Islands.
Purpose. The TE Feeder will serve as the feeder vehicle for U.S. tax-exempt investors, including state and municipal pension funds, university endowments, private foundations, and other organizations exempt from federal income tax under Section 501(a) of the Internal Revenue Code. The principal purpose of organizing the TE Feeder as an offshore entity is to mitigate the generation of unrelated business taxable income ("UBTI") for its tax-exempt limited partners. Specifically, by interposing the TE Feeder as a corporate blocker (treated as a corporation for U.S. federal income tax purposes — see note below regarding tax classification) or, alternatively, as a partnership-level vehicle investing through intermediate blocker structures, the TE Feeder is designed to ensure that its tax-exempt investors do not receive allocations of income that would constitute UBTI under Sections 511 through 514 of the Code, particularly income from debt-financed property under Section 514 and income from the conduct of an unrelated trade or business under Section 512. The TE Feeder will invest substantially all of its capital into Solara Consolidated Master Fund LP in the form of limited partnership interests.
Note regarding U.S. tax classification: Notwithstanding the reference above to the UBTI blocker function of the TE Feeder, it is currently anticipated that the TE Feeder will be classified as a partnership for U.S. federal income tax purposes, consistent with the Int'l Feeder. The UBTI blocker functionality will be achieved through intermediate blocker corporation structures at the investment level, which are currently in place and will be preserved through the Reorganization. Calderwood & Harkness will confirm the final U.S. tax classification determination for the TE Feeder and will advise Meridian Offshore Legal accordingly. As with the Int'l Feeder, Calderwood & Harkness will file IRS Form 8832 electing partnership classification under Treasury Regulation § 301.7701-3, with an effective date coordinated with the date of formation.
General Partner. The identity of the general partner of the TE Feeder is to be confirmed by Calderwood & Harkness prior to formation. We anticipate that the same entity — Solara Offshore GP Ltd. or a newly formed Cayman exempted company — will serve as general partner of both the TE Feeder and the Int'l Feeder, although we reserve the flexibility to designate a separate GP entity for the TE Feeder if structural or tax considerations warrant such an approach. Calderwood & Harkness will provide final confirmation on this point in advance of the formation date.
Anticipated Initial Limited Partners. The following investors are among those expected to be admitted as initial limited partners of the TE Feeder upon completion of Step 5 of the Reorganization:
(i) Pinnacle State Employees' Retirement System (State of Pinnacle). Pinnacle SERS currently holds commitments of $275 million in Fund IV (across the Cayman and Delaware vehicles) and $340 million in Fund V, for aggregate commitments of $615 million. The primary contact at Pinnacle SERS is Margaret Faulkner, Chief Investment Officer. Pinnacle SERS is a defined benefit pension plan subject to the Employee Retirement Income Security Act of 1974 (ERISA) and is exempt from federal income tax under Section 501(a) of the Code by reason of its qualification under Section 401(a).
(ii) Grandview University Endowment (Massachusetts). Grandview University Endowment currently holds commitments of $120 million in Fund IV and $185 million in Fund V, for aggregate commitments of $305 million. The primary contact at Grandview is Harold Kingsley, Director of Investments. Grandview University is a tax-exempt organization described in Section 501(c)(3) of the Code, and its endowment fund is subject to UBTI restrictions under Sections 511 through 514.
Additional U.S. tax-exempt limited partners are expected to be admitted to the TE Feeder; the complete list will be provided once LP rollover elections have been finalized.
Registered Office Provider. Harborstone Corporate Services Ltd. at the same address specified in Section 3.1 above.
U.S. Tax Classification. Partnership for U.S. federal income tax purposes, as described above. IRS Form 8832 to be filed by Calderwood & Harkness with the effective date coordinated with formation.
Partnership Agreement. A draft limited partnership agreement for the TE Feeder (the "TE Feeder LPA") will be provided by Calderwood & Harkness for Meridian Offshore Legal's review and localization to Cayman Islands law. The TE Feeder LPA will be substantively parallel to the Int'l Feeder LPA, with the following key differences:
(a) UBTI blocker-specific provisions, including representations and covenants regarding the maintenance of intermediate blocker corporation structures at the investment level, and restrictions on the TE Feeder's ability to directly engage in activities or hold assets that would generate UBTI to its tax-exempt limited partners;
(b) ERISA-related provisions, including representations regarding the "plan asset" status of the TE Feeder under the Department of Labor's Plan Asset Regulation (29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA), the "venture capital operating company" (VCOC) and "real estate operating company" (REOC) exemptions, and the "25% test" for determining whether the assets of the TE Feeder constitute "plan assets";
(c) Provisions addressing the tax-exempt status of limited partners, including restrictions on admitting taxable investors and provisions governing the treatment of partners who lose their tax-exempt status; and
(d) Any other provisions specifically required to address the regulatory and fiduciary requirements applicable to U.S. tax-exempt institutional investors.
We anticipate providing the draft TE Feeder LPA to Meridian Offshore Legal no later than August 1, 2025, concurrent with delivery of the draft Int'l Feeder LPA.
4. CIMA Registration Requirements
4.1 Registration of New Feeder Entities
We request that Meridian Offshore Legal advise on all requirements for the registration of each new feeder LP — both the Int'l Feeder and the TE Feeder — with the Cayman Islands Monetary Authority (CIMA). Specifically, we request your guidance on the following matters:
(a) Registration category. Please confirm the applicable registration category for each new feeder LP. We understand that Cayman Islands investment funds are generally required to register with CIMA as a "registered mutual fund" under Section 4(3) of the Mutual Funds Act (as revised) if they have more than 15 investors, or as a "master fund" or "administered mutual fund" under Sections 4(1) or 4(1)(a), as applicable. Please confirm the appropriate category for each feeder LP, or advise whether any exemption from mutual fund registration may be available — for example, if either feeder LP qualifies as a "private fund" under the Private Funds Act, 2020 (as revised), and, if so, the applicable registration requirements under that Act.
(b) Filing timeline. We understand that CIMA registration must be completed prior to or contemporaneously with the commencement of fund operations by each entity. Given our target formation date of September 15, 2025, we request that Meridian Offshore Legal prepare and submit all CIMA registration filings in sufficient time to ensure that registration is obtained by that date. Please advise on the typical processing time for CIMA registration applications and any expedited processing options that may be available.
(c) Required supporting documentation. Please identify all documentation required to support the CIMA registration applications, including but not limited to: offering documents (confidential private placement memorandum or information memorandum), constitutional documents (partnership agreement and registration statement), an auditor appointment letter, an administrator appointment letter, details of the directors and officers of the general partner entity, and any anti-money laundering and know-your-customer (AML/KYC) documentation required with respect to the general partner, its directors and officers, and the initial limited partners. Please also advise whether a compliance officer or money laundering reporting officer (MLRO) must be designated at the fund or GP level for the new feeder entities.
(d) CIMA registration and annual fees. Please confirm the applicable CIMA registration fees for each new entity, as well as the ongoing annual fees payable to CIMA for maintenance of registration. We understand that CIMA fees vary depending on the registration category, and we request that you provide the applicable fee schedule for each feeder LP.
4.2 Deregistration of Legacy Vehicles
In connection with Step 5 of the Reorganization, which has a target completion date of December 1, 2025, both Fund IV-A Cayman (CIMA registration number MF-72491) and Fund V-A Cayman (CIMA registration number MF-89103) will be dissolved and their CIMA registrations will need to be cancelled or deregistered.
We request that Meridian Offshore Legal advise on the CIMA deregistration process and timeline for each legacy vehicle, including the following:
(a) Required notifications. Please identify all notifications that must be provided to CIMA in connection with the dissolution and deregistration of each legacy vehicle, including any advance notice requirements and the prescribed form and content of such notifications.
(b) Final audited financial statements. Please confirm whether CIMA requires the submission of final audited financial statements for each legacy vehicle prior to or in connection with deregistration, and the applicable deadline for submission of such financial statements following the dissolution date.
(c) Confirmation that all investors have been paid out or transferred. Please advise whether CIMA requires confirmation or certification that all investors in each legacy vehicle have been fully paid out or have had their interests transferred to a successor vehicle (i.e., one of the new feeder LPs) prior to deregistration.
(d) Waiting periods. Please advise whether there is any mandatory waiting period between the filing of a deregistration application and the effective date of deregistration, and any steps that can be taken to minimize the duration of such waiting period.
(e) Coordination with dissolution timeline. We request that Meridian Offshore Legal coordinate the deregistration timeline with the Step 5 target dissolution date of December 1, 2025, and advise on any steps that should be taken in advance of that date to ensure that the dissolution and deregistration can be completed efficiently.
We note that Clarendon Fund Services Ltd. (Windward 3, Regatta Office Park, West Bay Road, George Town, Grand Cayman KY1-1108; contact: Rachel Okonkwo, Client Relationship Director) currently serves as the fund administrator for Fund IV-A Cayman and Fund V-A Cayman. Clarendon will need to be closely involved in the deregistration process, including the preparation of final NAV calculations, investor account reconciliations, and any required regulatory filings. We request that Meridian Offshore Legal coordinate with Clarendon as necessary in connection with the deregistration of the legacy vehicles and the transition of administration to the new feeder structures.
5. Economic Substance Requirements
We request that Meridian Offshore Legal provide a detailed analysis of the economic substance requirements applicable to each new Cayman feeder LP under the International Tax Co-operation (Economic Substance) Act (as revised) (the "ES Act") and the related Guidance Notes issued by the Cayman Islands Tax Information Authority (the "TIA Guidance").
Specifically, we request your analysis and advice on the following matters:
(a) Classification as a "relevant entity." Please confirm whether each new feeder LP will be classified as a "relevant entity" within the meaning of the ES Act. We understand that a Cayman Islands exempted limited partnership is generally a "relevant entity" unless it is an "investment fund" as defined in the ES Act and the TIA Guidance, in which case it falls outside the scope of the economic substance requirements. Please advise on the criteria for qualification as an "investment fund" and whether each of the Int'l Feeder and the TE Feeder is expected to satisfy those criteria.
(b) Relevant activity classification. If either feeder LP is determined to be a "relevant entity" (i.e., does not qualify for the investment fund exemption), please confirm the "relevant activity" that each entity is deemed to be conducting under the ES Act — for example, "fund management business," "holding entity business," or "pure equity holding entity" — and the applicable economic substance requirements for each classification.
(c) Minimum substance requirements. If economic substance requirements apply to either feeder LP, please specify the minimum requirements that must be met, including: (i) the requirement to have an adequate number of qualified employees (or equivalent outsourced resources) in the Cayman Islands, (ii) the requirement to maintain adequate physical premises in the Cayman Islands, (iii) the requirement to incur an adequate level of operating expenditure in the Cayman Islands, and (iv) the requirement that core income-generating activities (CIGAs) be directed and managed in the Cayman Islands.
(d) Investment fund exemption. Please advise in detail on whether the "investment fund" exemption under the ES Act is available and applicable to each feeder LP. We understand that a Cayman entity qualifies as an "investment fund" if it is a mutual fund registered under the Mutual Funds Act, a private fund registered under the Private Funds Act, 2020, or otherwise meets the definition set out in the ES Act and TIA Guidance. Please confirm the criteria and the applicability of this exemption to the feeder structures.
(e) "Pure equity holding" reduced test. In the alternative, please advise on whether the "pure equity holding entity" classification and its reduced economic substance test may be applicable to either feeder LP, given that the feeders will hold only limited partnership interests in the Consolidated Master Fund LP and will not engage in any active business operations.
(f) Reporting obligations. Please identify all reporting obligations arising under the economic substance regime, including the annual economic substance notification and the annual economic substance return that must be filed with the TIA. Please advise on the filing deadlines, the content of such filings, and any penalties for non-compliance.
(g) Impact of OECD Pillar Two GloBE Rules. As noted in Section 2.2 above, one of the principal drivers of the Reorganization is the impact of the OECD Pillar Two GloBE Rules on the existing Luxembourg SCSp structures within the Solara fund platform. We request that Meridian Offshore Legal assess whether the new Cayman feeder structures will face any analogous issues under Pillar Two. Specifically, please advise on whether the feeder LPs could be subject to any Pillar Two top-up tax liability, whether directly or indirectly through the application of the GloBE Rules by a jurisdiction in which Solara or its investors are resident, and whether the Cayman Islands has adopted or is expected to adopt any qualified domestic minimum top-up tax (QDMTT) that could apply to the feeder structures. We note that the Cayman Islands does not currently impose a corporate income tax, and we request your confirmation that this tax-neutral status extends to the feeder LP structures and is not expected to change in a manner that would undermine the objectives of the Reorganization.
6. Formation Documentation and Deliverables
Meridian Offshore Legal is hereby instructed to prepare the following formation documents for each new entity, in each case subject to Calderwood & Harkness's review and approval prior to execution and filing.
6.1 For Solara International Feeder (Cayman) LP
The following documents and filings are required in connection with the formation and registration of the Int'l Feeder:
1. Exempted Limited Partnership Registration Statement. Preparation and filing of the Registration Statement required under Section 9 of the Exempted Limited Partnership Act (as revised), including all information required to be set forth therein (name of the partnership, registered office address, nature of the business, name and address of the general partner, commencement date, and term).
2. Exempted Limited Partnership Agreement. A draft limited partnership agreement will be provided by Calderwood & Harkness for Meridian Offshore Legal's review and localization to Cayman Islands law. Meridian Offshore Legal should review the draft agreement for compliance with the Exempted Limited Partnership Act and all other applicable Cayman Islands law, propose any necessary Cayman law-specific amendments, and prepare a final execution version for signature by the general partner and initial limited partners.
3. CIMA Registration Application and Supporting Materials. Preparation and submission of the application for registration of the Int'l Feeder with CIMA under the applicable provisions of the Mutual Funds Act or Private Funds Act, 2020, together with all required supporting materials (as identified in Section 4.1 above).
4. AML/KYC Documentation Package. Preparation and coordination of the anti-money laundering and know-your-customer documentation package for the general partner and its directors and officers, as well as for the initial limited partners to the extent required under CIMA regulations and the Anti-Money Laundering Regulations (as revised).
5. Registered Office Agreement. Coordination with Harborstone Corporate Services Ltd. to finalize and execute the registered office agreement for the Int'l Feeder, including confirmation of the registered office address and the scope of services to be provided by Harborstone.
6. Appointment of Auditor. The auditor appointment for the Int'l Feeder is to be confirmed by Calderwood & Harkness in consultation with Solara. The current auditor for the existing Cayman offshore vehicles is Caldwell Pierce & Co. LLP, 400 Renaissance Center, Suite 2500, Detroit, MI 48243 (contact: Helen Okamoto, Partner). We anticipate that Caldwell Pierce will be appointed as auditor of the new feeder entities, subject to Solara's final confirmation. Please advise on any Cayman law requirements regarding auditor appointments for exempted limited partnerships and CIMA-registered funds.
7. Additional Documents. Any other documents, filings, certificates, or resolutions required under Cayman Islands law for the valid formation, registration, and commencement of operations of the Int'l Feeder, including any general partner resolutions, certificates of good standing, or other documents that may be required in connection with the opening of bank accounts or the establishment of custody arrangements.
6.2 For Solara Tax-Exempt Feeder (Cayman) LP
The same list of formation documents described in Section 6.1 above shall be prepared for the TE Feeder, with all appropriate entity-specific modifications to reflect the distinct name, purpose, anticipated limited partner base, and UBTI-related provisions of the TE Feeder. To the extent that any formation document or CIMA filing differs in substance as between the Int'l Feeder and the TE Feeder, Meridian Offshore Legal should prepare separate versions for each entity and flag any such differences for Calderwood & Harkness's review.
6.3 Deliverables Timeline
To ensure that the target formation date of September 15, 2025 is achieved, we propose the following deliverables timeline, and request that Meridian Offshore Legal confirm its ability to adhere to this schedule:
We recognize that the CIMA registration process may extend slightly beyond the September 15 formation date depending on CIMA processing times, and we request that Meridian Offshore Legal advise on the expected timeframe and any steps that can be taken to expedite the process. If Meridian Offshore Legal anticipates any difficulty in meeting the August 15, 2025 deadline for delivery of draft formation documents, we ask that you notify us immediately so that we can adjust the overall Reorganization timeline accordingly.
7. Coordination with Other Counsel and Advisors
The Reorganization involves multiple parties, counsel, and advisors across several jurisdictions. To ensure efficient coordination and avoid duplication of effort, Meridian Offshore Legal should coordinate as necessary with the following parties in connection with the formation of the new feeder entities and the related workstreams described in this letter:
(a) Calderwood & Harkness LLP — Washington, D.C. and New York offices. Primary contacts: Leonard Cross (Responsible Partner, Tax) and Robert Jansen (Lead Associate, Tax) in the Washington, D.C. office; Sylvia Hartwell (Billing Partner, Tax) and Garrett Simmons (Working Associate, Tax) in the New York office. Calderwood & Harkness will serve as the central coordination point for the Reorganization and will be responsible for overall transaction management and U.S. tax matters.
(b) Veldhuis & Gérard S.à r.l. — Luxembourg counsel. Primary contact: Marc Gérard, Managing Partner; 22, boulevard Royal, L-2449 Luxembourg. Veldhuis & Gérard is handling the dissolution of Fund IV-B (Luxembourg) SCSp (Registre de Commerce et des Sociétés Luxembourg number B 248193) and Fund V-B (Luxembourg) SCSp (RCS number B 271056). Coordination with Veldhuis & Gérard will be essential with respect to the cross-border sequencing of the asset contribution and dissolution transactions in Steps 2 through 5 of the Reorganization, and to ensure that the Luxembourg and Cayman dissolution proceedings proceed in parallel without conflict.
(c) Whitfield, Carruthers & Doyle LLP — LPAC counsel. Primary contact: Diana Carruthers, Partner; 200 South Biscayne Boulevard, Suite 4000, Miami, FL 33131. Whitfield, Carruthers & Doyle serves as independent counsel to the LP Advisory Committee and may have comments on the formation documents for the feeder LPs, particularly with respect to governance provisions, transfer restrictions, and investor protections. We anticipate that Diana Carruthers or a member of her team will review the near-final drafts of the feeder LPAs.
(d) Bramhall & Quelwick LLP — Independent tax counsel to Nordhaven Sovereign Wealth Fund. Primary contact: Jason Tremaine, Partner; 44 Montgomery Street, Suite 3600, San Francisco, CA 94104. Bramhall & Quelwick may have treaty-related structural requests for the Int'l Feeder, particularly with respect to the availability of income tax treaty benefits for Nordhaven and the structuring of the Int'l Feeder's investment into the Consolidated Master Fund to preserve such benefits. Any structural requests from Bramhall & Quelwick will be communicated through Calderwood & Harkness.
(e) Harborstone Corporate Services Ltd. — Registered office provider. Please coordinate directly with Harborstone regarding the preparation and execution of the registered office agreements for each new feeder entity and any related administrative matters.
(f) Clarendon Fund Services Ltd. — Fund administrator. Primary contact: Rachel Okonkwo, Client Relationship Director; Windward 3, Regatta Office Park, West Bay Road, George Town, Grand Cayman KY1-1108. Please coordinate with Clarendon regarding the appointment of Clarendon as administrator for the new feeder entities, the transition of NAV calculation and investor reporting functions from the legacy vehicles to the new structure, and any CIMA-related filings for which administrator involvement is required.
(g) Solara in-house team. Primary contacts: Priya Narasimhan (General Counsel), Stefan Dalmqvist (Head of Tax), and Douglas Wexford (Chief Financial Officer), each reachable through Solara's headquarters at 1200 Market Street, Suite 3400, Wilmington, DE 19801. Solara's in-house team should be copied on all substantive communications and deliverables, unless Calderwood & Harkness directs otherwise.
All communications among the parties listed above should be directed through or copied to Calderwood & Harkness to ensure that privilege is maintained and that all parties remain aligned on the transaction timeline and deliverables.
8. Fees and Billing
We request that Meridian Offshore Legal provide a detailed fee estimate for the following work streams in connection with the formation and registration of the new feeder entities and the related matters described in this letter:
1. Formation of the two new Cayman Islands exempted limited partnerships (the Int'l Feeder and the TE Feeder), including preparation of all formation documents, name searches, and filings with the Registrar of Exempted Limited Partnerships.
2. CIMA registration for each new entity, including preparation of all registration applications, supporting documentation, and liaison with CIMA.
3. CIMA deregistration for Fund IV-A Cayman and Fund V-A Cayman, including preparation of all deregistration applications, required notifications, and coordination with CIMA.
4. Economic substance analysis and advice, including the analysis requested in Section 5 of this letter with respect to the applicability of the ES Act and the TIA Guidance to the new feeder entities, as well as any ongoing substance compliance advice.
5. Review and localization of partnership agreements, including Meridian Offshore Legal's review of the draft Int'l Feeder LPA and TE Feeder LPA for compliance with Cayman Islands law and preparation of final execution versions.
6. Ongoing annual compliance and registered office maintenance fees, including any annual CIMA filings, economic substance notifications and returns, and registered office agent fees.
We request that fees be broken down by entity (i.e., separately for the Int'l Feeder and the TE Feeder) and by work stream, to enable accurate cost allocation across the Solara fund vehicles. Please also identify any anticipated disbursements, including CIMA registration fees, government filing fees, courier charges, and any other out-of-pocket expenses.
All billing for Meridian Offshore Legal's services in connection with this engagement should be directed to Calderwood & Harkness LLP (referencing Engagement No. 20250527-SDILP-PLR) at the following address:
Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006
Attn: Leonard Cross, Partner
Calderwood & Harkness will onward-bill Meridian Offshore Legal's fees and disbursements to the client in accordance with the terms of our engagement with Solara. Invoices should be submitted on a monthly basis or upon completion of discrete work streams, whichever is more appropriate.
For context, we note that Solara currently pays approximately $3.8 million annually in duplicative offshore administration, audit, and regulatory fees across all legacy vehicles. A principal objective of the Reorganization is to achieve material reductions in these ongoing costs. Accordingly, we ask that Meridian Offshore Legal bear this objective in mind when structuring its fee proposal and, where possible, identify opportunities for cost efficiencies in the formation and ongoing compliance work.
9. Confidentiality and Privilege
All communications, documents, draft agreements, memoranda, analyses, and advice provided in connection with this matter — whether by Calderwood & Harkness to Meridian Offshore Legal, by Meridian Offshore Legal to Calderwood & Harkness, or among any of the parties listed in Section 7 of this letter — are privileged and confidential. These materials are protected by the attorney-client privilege, the attorney work product doctrine, and any analogous protections available under Cayman Islands law.
Work product prepared by Meridian Offshore Legal at the direction of or in coordination with Calderwood & Harkness in connection with this engagement is specifically intended to be subject to the protections of the attorney-client privilege and the work product doctrine under applicable U.S. and Cayman Islands law. We request that all documents prepared by Meridian Offshore Legal in connection with this matter be marked "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE — ATTORNEY WORK PRODUCT" to preserve these protections.
No information regarding the Reorganization, the formation of the new feeder entities, or any other aspect of this engagement should be shared with any person or entity not listed in this letter without the prior written consent of Calderwood & Harkness LLP or Solara Digital Infrastructure LP. This restriction applies to all communications, whether oral or written, and includes communications with regulatory authorities (other than routine filings required by law), potential investors, service providers, or any other third parties.
We refer you to the client communication protocols established for this engagement, which were circulated by Calderwood & Harkness on May 30, 2025, and which govern the handling of confidential information, the use of secure communication channels, and the procedures for obtaining consent to disclose information to third parties. Please ensure that all members of your team working on this matter are familiar with and adhere to those protocols.
10. Specific Requests for Immediate Response
To enable the Reorganization to proceed on schedule, we respectfully request that Meridian Offshore Legal provide the following confirmations and information at the earliest practicable opportunity, and in any event within ten (10) business days of receipt of this letter:
(a) Confirmation of receipt. Please confirm receipt of this letter and all enclosures.
(b) Availability and timeline. Please confirm Meridian Offshore Legal's availability to undertake this engagement within the timeline described in this letter, including the August 15, 2025 deadline for delivery of draft formation documents and the September 15, 2025 target formation date.
(c) Cayman law issues or impediments. Please identify any issues arising under Cayman Islands law, any recent or anticipated regulatory changes, or any practical impediments of which you are aware that could affect the formation of the new feeder entities by the September 15, 2025 target date, or that could otherwise impact any aspect of the Reorganization as described in this letter.
(d) Conflicts of interest. Please confirm that Meridian Offshore Legal has no conflicts of interest with respect to any of the following parties: Solara Digital Infrastructure LP and its affiliates (including Solara Digital Infrastructure GP LLC, Solara Offshore GP Ltd., and all fund vehicles within the Solara platform); Fund IV-A Cayman; Fund V-A Cayman; the entities to be formed (Solara International Feeder (Cayman) LP and Solara Tax-Exempt Feeder (Cayman) LP); all named investors, including Nordhaven Sovereign Wealth Fund, Kestrel Pacific Insurance Group, Pinnacle State Employees' Retirement System, Grandview University Endowment, and Argyle Family Office Holdings LLC; and all counterparty counsel, including Whitfield, Carruthers & Doyle LLP and Bramhall & Quelwick LLP.
(e) Preliminary cost and timeline estimates. Please provide preliminary estimates of fees and disbursements, and a proposed working timeline, by return.
We look forward to working with you and your team on this engagement. The formation of these two feeder vehicles is a critical path item in the broader Reorganization, and we appreciate Meridian Offshore Legal's attention to the urgency of the timeline. Please do not hesitate to contact me directly, or Robert Jansen, with any questions or if you require any additional information to proceed.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Tel: (202) 555-7824
Email: lcross@calderwoodharkness.com
cc: (via email)
Sylvia Hartwell, Partner, Calderwood & Harkness LLP (New York) Robert Jansen, Associate, Calderwood & Harkness LLP (Washington, D.C.) Garrett Simmons, Associate, Calderwood & Harkness LLP (New York) Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP
Enclosures:
1. Pre-Reorganization Organizational Charts (for reference)
2. Post-Reorganization Organizational Charts (for reference)
3. Step Transaction Diagrams (Steps 1–5)
4. Contact Information Sheet for All Parties Listed in Section 7
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE — ATTORNEY WORK PRODUCT This letter and its enclosures contain information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, please notify the sender immediately and destroy all copies.
Milestone | Target Date
Draft formation documents delivered to Calderwood & Harkness for review | No later than August 15, 2025
Calderwood & Harkness comments returned to Meridian Offshore Legal | By August 29, 2025
Final formation documents executed and filed with the Registrar | By September 15, 2025
CIMA registration confirmation received | By September 15, 2025, or as soon as practicable thereafter

CALDERWOOD & HARKNESS LLP Attorneys at Law

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