PREPARED BY: Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Engagement No.: 20250527-SDILP-PLR Contact: Robert Jansen, Lead Associate, Tax Target Filing Date: September 15, 2025
STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF
LIMITED LIABILITY COMPANY
SOLARA CONSOLIDATED MASTER FUND GP LLC
Filed with the Office of the Secretary of State Division of Corporations State of Delaware
DRAFT — Subject to Review Prior to Filing
CERTIFICATE OF FORMATION OF SOLARA CONSOLIDATED MASTER FUND GP LLC
The undersigned, being an authorized person for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (the "Act"), hereby certifies as follows:
ARTICLE I — NAME
The name of the limited liability company formed hereby is:
Solara Consolidated Master Fund GP LLC
The name of the limited liability company set forth above includes the abbreviation "LLC," thereby satisfying the requirements of Section 18-102 of the Delaware Limited Liability Company Act, 6 Del. C. § 18-102, which provides that the name of each limited liability company as set forth in its certificate of formation shall contain the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC" or the designation "LLC" or "L.L.C."
The undersigned authorized person hereby confirms that the name "Solara Consolidated Master Fund GP LLC" has been checked for availability with the Office of the Secretary of State of the State of Delaware, Division of Corporations, and that such name is distinguishable upon the records of the Division of Corporations from the name of any corporation, partnership, limited partnership, limited liability company, statutory trust, or other entity organized, reserved, or registered as a domestic or foreign entity under the laws of the State of Delaware, as required by applicable provisions of the Act.
ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the limited liability company in the State of Delaware is:
Capitol Registered Agents Inc. 850 New Burton Road, Suite 201 Dover, Delaware 19904 Kent County
The name of the registered agent of the limited liability company at such address is Capitol Registered Agents Inc.
Capitol Registered Agents Inc. is a corporation duly organized and in good standing under the laws of the State of Delaware and is authorized to serve as a registered agent for limited liability companies in the State of Delaware. The registered agent has been duly appointed and has consented to act in such capacity in accordance with the requirements of 6 Del. C. § 18-104.
ARTICLE III — AUTHORIZED PERSON
The name and address of the authorized person executing this Certificate of Formation on behalf of the limited liability company being formed hereby are as follows:
Name: Viktor Raines Title: Manager of Solara Digital Infrastructure GP LLC Address: 1200 Market Street, Suite 3400, Wilmington, Delaware 19801
Viktor Raines is the Managing Partner and Founder of Solara Digital Infrastructure LP. He executes this Certificate of Formation in his capacity as Manager of Solara Digital Infrastructure GP LLC, a Delaware limited liability company, which entity will serve as the sole initial member and manager of Solara Consolidated Master Fund GP LLC upon the formation of the limited liability company.
In accordance with Section 18-201(d) of the Delaware Limited Liability Company Act, 6 Del. C. § 18-201(d), upon the filing of this Certificate of Formation with the Secretary of State of the State of Delaware and the effectiveness thereof, the powers of Viktor Raines as the authorized person executing this Certificate of Formation shall cease, and thereafter the members and/or managers of the limited liability company, as designated in the Limited Liability Company Agreement of Solara Consolidated Master Fund GP LLC (as the same may be entered into, amended, restated, supplemented, or otherwise modified from time to time), shall have the authority to manage the business and affairs of the limited liability company in accordance with the terms thereof and the provisions of the Act.
ARTICLE IV — EFFECTIVE DATE
This Certificate of Formation shall be effective upon filing with the Secretary of State of the State of Delaware; provided, however, that if this Certificate of Formation is filed with the Secretary of State of the State of Delaware on a date prior to September 15, 2025, then this Certificate of Formation shall not become effective until 12:01 a.m. Eastern Time on September 15, 2025 (the "Specified Effective Date"), in accordance with the provisions of 6 Del. C. § 18-206(b), which permits a certificate filed with the Secretary of State to provide for a specified future effective date or time of effectiveness, so long as such future effective date or time is not later than a time that is on the ninetieth (90th) day after the date of filing.
In the event that this Certificate of Formation is filed with the Secretary of State of the State of Delaware on or after September 15, 2025, then this Certificate of Formation shall be effective upon filing.
ARTICLE V — PURPOSE
The purpose of the limited liability company is to engage in any lawful act or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-106.
Without limiting the generality of the foregoing, the specific intended purpose for which the limited liability company is initially being formed is to serve as the sole general partner of Solara Consolidated Master Fund LP, a Delaware limited partnership to be formed contemporaneously herewith, which limited partnership will act as the consolidated master fund vehicle for the Solara Digital Infrastructure LP fund platform. The limited liability company shall have all powers necessary, suitable, or convenient for the accomplishment of such purpose, including the authority to execute, deliver, and perform any and all documents, instruments, and agreements, and to take any and all actions, as may be necessary or advisable in connection with the foregoing or as may be incidental thereto.
ARTICLE VI — DURATION
The limited liability company shall have perpetual existence, continuing until such time as the limited liability company is dissolved and its affairs wound up in accordance with the provisions of the Limited Liability Company Agreement of the limited liability company, as the same may be entered into, amended, restated, supplemented, or otherwise modified from time to time, or as otherwise provided under the Delaware Limited Liability Company Act, 6 Del. C. § 18-801 et seq.
IN WITNESS WHEREOF, the undersigned authorized person has duly executed this Certificate of Formation as of the __ day of ____, 2025.
AUTHORIZED PERSON:
By: ________
Name: Viktor Raines
Title: Authorized Person
Capacity: Manager of Solara Digital Infrastructure GP LLC
Address: 1200 Market Street, Suite 3400
Wilmington, Delaware 19801
FILING INSTRUCTIONS AND COVER SHEET
Internal Use Only — Not Part of Filed Document
Cover Letter to Delaware Secretary of State
Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006
Date: ____, 2025
Office of the Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
Re: Filing of Certificate of Formation — Solara Consolidated Master Fund GP LLC
Dear Sir or Madam:
Enclosed herewith for filing pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-201, please find the following:
1.  Original Certificate of Formation of Solara Consolidated Master Fund GP LLC;
2.  Filing fee in the amount of the standard Delaware LLC filing fee (currently $90.00), payable to the Delaware Secretary of State; and
3.  A self-addressed, prepaid return envelope for return of filed-stamped documents.
We respectfully request that the Division of Corporations:
(a) file the enclosed Certificate of Formation;
(b) return one (1) certified copy of the filed Certificate of Formation to the address set forth below; and
(c) return one (1) filed-stamped copy of the Certificate of Formation to the address set forth below.
If there are any questions regarding this filing, or if the enclosed filing fee is incorrect or additional fees are required, please do not hesitate to contact the undersigned at (202) 555-7400.
Please return all filed and certified documents to:
Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006
Attn: Robert Jansen, Lead Associate, Tax
Engagement No.: 20250527-SDILP-PLR
Thank you for your assistance with this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Robert Jansen Lead Associate, Tax
Enclosures (as stated)
INTERNAL NOTES AND ANNOTATIONS
Draft Review Purposes Only — Privileged & Confidential Attorney Work Product — Do Not File
Transaction Context — Five-Step Cross-Border Reorganization
This entity, Solara Consolidated Master Fund GP LLC, is being formed as part of the five-step cross-border reorganization of the Solara fund platform (the "Reorganization"). The formation of this entity corresponds to Step 1 of the Reorganization, which calls for the contemporaneous formation of the following four entities, all targeting an effective date of September 15, 2025:
1.  Solara Consolidated Master Fund GP LLC — a Delaware limited liability company (this entity), to serve as the general partner of the Master Fund LP (defined below);
2.  Solara Consolidated Master Fund LP — a Delaware limited partnership (the "Master Fund LP"), which will serve as the consolidated master fund vehicle for the Solara Digital Infrastructure LP fund platform;
3.  Solara International Feeder (Cayman) LP — a Cayman Islands exempted limited partnership, to serve as the international investor feeder vehicle; and
4.  Solara Tax-Exempt Feeder (Cayman) LP — a Cayman Islands exempted limited partnership, to serve as the tax-exempt and certain other investor feeder vehicle.
Role of This Entity in the Fund Structure
Solara Consolidated Master Fund GP LLC will serve as the sole general partner of Solara Consolidated Master Fund LP. The Master Fund LP is the entity that will consolidate portfolio assets from the following four legacy offshore vehicles as part of the Reorganization:
•  Fund IV-A (Cayman) LP
•  Fund IV-B (Luxembourg) SCSp
•  Fund V-A (Cayman) LP
•  Fund V-B (Luxembourg) SCSp
Entity Classification and Tax Elections
Upon formation, consideration must be given to the entity classification of Solara Consolidated Master Fund GP LLC for U.S. federal income tax purposes:
•  If Solara Consolidated Master Fund GP LLC will have a single member (i.e., Solara Digital Infrastructure GP LLC as sole member), the entity will be classified as a "disregarded entity" for U.S. federal income tax purposes by default under Treasury Regulations § 301.7701-3(b)(1)(ii), and a Form 8832 (Entity Classification Election) is not required to be separately filed.
•  If, however, the LLC will have multiple members (or if a classification other than the default classification is desired), a Form 8832 will need to be filed with the Internal Revenue Service. Coordinate with the separate engagement workstream memorandum addressing the timing and sequencing of check-the-box elections for all entities formed as part of the Reorganization.
EIN Application.  An application for an Employer Identification Number (EIN) on IRS Form SS-4 is to be filed promptly after the Certificate of Formation is filed with and accepted by the Delaware Secretary of State. The EIN will be required for, among other things, opening bank accounts, executing the Limited Liability Company Agreement, and filing any required tax returns or elections.
Registered Agent Confirmation
Confirmation of the engagement of Capitol Registered Agents Inc. as the registered agent for Solara Consolidated Master Fund GP LLC at the address set forth in Article II (850 New Burton Road, Suite 201, Dover, Delaware 19904) must be obtained prior to the filing of this Certificate of Formation. The registered agent must consent to serve in such capacity, and evidence of such consent should be retained in the formation file.
Authorized Person — Execution
Viktor Raines will execute this Certificate of Formation in his capacity as Manager of Solara Digital Infrastructure GP LLC (EIN: 82-4917365). Solara Digital Infrastructure GP LLC is the intended sole initial member of Solara Consolidated Master Fund GP LLC. Confirmation of Viktor Raines's authority to execute this Certificate of Formation on behalf of Solara Digital Infrastructure GP LLC should be documented through a written consent or resolution of Solara Digital Infrastructure GP LLC prior to execution.
Coordination with Contemporaneous Filings
The filing of this Certificate of Formation must be coordinated with the contemporaneous filing of the Certificate of Limited Partnership for Solara Consolidated Master Fund LP with the Delaware Secretary of State. The Certificate of Limited Partnership for the Master Fund LP will name Solara Consolidated Master Fund GP LLC as its sole general partner. Accordingly, the Certificate of Formation for this entity must be filed and effective prior to, or simultaneously with, the filing of the Certificate of Limited Partnership for the Master Fund LP to ensure that the general partner entity is in existence at the time it is named in the Certificate of Limited Partnership.
Filing Logistics Checklist
This document and all attachments are confidential and may be protected by the attorney-client privilege and/or the work product doctrine. This document has been prepared by Calderwood & Harkness LLP solely for internal use in connection with the formation of Solara Consolidated Master Fund GP LLC and related Reorganization matters. This document should not be filed with any governmental authority. The Certificate of Formation set forth herein is in draft form and is subject to further review, revision, and approval prior to filing.
Item | Status | Responsible Party
Name availability search — Delaware Division of Corporations | Pending confirmation | Robert Jansen
Registered agent engagement — Capitol Registered Agents Inc. | Pending | Robert Jansen
Authority confirmation — Viktor Raines / Solara Digital Infrastructure GP LLC | Pending | Robert Jansen
Certificate of Formation — final draft review | In progress | Robert Jansen / Tax Team
Filing fee — standard LLC formation ($90.00) | To be prepared | Paralegal
Coordinate with Certificate of Limited Partnership — Master Fund LP | Pending | Robert Jansen
EIN application (Form SS-4) — post-filing | Pending filing | Tax Team
Form 8832 analysis — disregarded entity vs. partnership | Under review | Tax Team (separate workstream)
LLC Agreement — drafting and execution | Separate workstream | Corporate / Fund Formation Team