CERTIFICATE OF LIMITED PARTNERSHIP
OF
SOLARA CONSOLIDATED MASTER FUND LP
Pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.)
DRAFT — For filing with the Office of the Secretary of State of the State of Delaware on or about September 15, 2025. This draft has not been executed and has not been filed. Circulated for internal review only.
The undersigned, desiring to form a limited partnership pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. (as the same may be amended from time to time, the "Act"), does hereby certify as follows:
FIRST: Name of the Limited Partnership
The name of the limited partnership formed hereby is:
Solara Consolidated Master Fund LP
(the "Partnership"). The name of the Partnership complies with the requirements of Section 17-102 of the Act, and, in particular, contains the words "Limited Partnership" through the permitted abbreviation "LP."
SECOND: Registered Office and Registered Agent
The address of the registered office of the Partnership in the State of Delaware is:
Capitol Registered Agents Inc. 850 New Burton Road, Suite 201 Dover, Delaware 19904 County of Kent
The name and address of the registered agent of the Partnership for service of process in the State of Delaware, as required by Section 17-104 of the Act, is:
Capitol Registered Agents Inc. 850 New Burton Road, Suite 201 Dover, Delaware 19904 County of Kent
THIRD: General Partner
The name and business address of the sole general partner of the Partnership is:
Solara Consolidated Master Fund GP LLC, a Delaware limited liability company (to be formed contemporaneously with the filing of this Certificate) c/o Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801
Solara Consolidated Master Fund GP LLC shall serve as the sole general partner of the Partnership, and no other person shall be a general partner of the Partnership except as may be admitted in accordance with the Act and the Limited Partnership Agreement of the Partnership.
FOURTH: Effective Date
This Certificate of Limited Partnership shall become effective upon its filing with the Office of the Secretary of State of the State of Delaware, or on such later date (not to exceed one hundred eighty (180) days after the date of filing) as may be specified herein. The target effective date of this Certificate is September 15, 2025.
FIFTH: Purpose
The Partnership is formed for the purpose of engaging in any lawful act, activity, or business for which limited partnerships may be formed under the Act, including, without limitation, serving as a master fund vehicle for the consolidated investment, holding, and portfolio management activities of the Solara Digital Infrastructure fund platform and its affiliated feeder funds and parallel investment vehicles.
SIXTH: Duration
The Partnership shall have perpetual existence unless and until sooner dissolved and its affairs wound up in accordance with the terms of the Limited Partnership Agreement of the Partnership or as otherwise provided under the Act.
IN WITNESS WHEREOF, the undersigned, being an authorized person of the Partnership within the meaning of Section 17-204 of the Act, has duly executed this Certificate of Limited Partnership as of the date set forth below.
SOLARA CONSOLIDATED MASTER FUND GP LLC, as sole General Partner of Solara Consolidated Master Fund LP
By: ________
Name: Viktor Raines
Title: Manager and Authorized Person
Date: September 15, 2025
The undersigned executes this Certificate of Limited Partnership in the capacity of an "authorized person" of the Partnership within the meaning of Section 17-204 of the Delaware Revised Uniform Limited Partnership Act, and affirms, under penalties of perjury, that the facts stated herein are true.
STATE OF DELAWARE
DIVISION OF CORPORATIONS
FILING COVER MEMORANDUM
Please issue a file-stamped certified copy and forward electronically (with hard copy to follow) to the return contact identified above. If any deficiency is identified upon intake, please contact Mr. Jansen directly at the number listed above prior to rejection so that a corrected filing may be submitted the same business day.
INTERNAL DRAFTING NOTES
— TO BE REMOVED PRIOR TO FILING —
Privileged and confidential. Attorney work product. For internal Calderwood & Harkness LLP use only. Not to be transmitted to the client or to the Delaware Secretary of State together with the executed Certificate.
Drafter and Reviewer. This draft was prepared by Robert Jansen, Lead Associate, under the supervision of Leonard Cross, Responsible Partner. All comments and revisions should be routed through Mr. Jansen (ext. 4412) in the first instance, with material substantive changes escalated to Mr. Cross prior to circulation to the client.
Coordinated Filings and Ministerial Steps. The following related filings and ministerial actions must be coordinated to ensure that the Partnership is properly formed and classified as of the target effective date:
1. Certificate of Formation — Solara Consolidated Master Fund GP LLC. The Certificate of Formation for the sole general partner, Solara Consolidated Master Fund GP LLC, is to be filed contemporaneously with this Certificate of Limited Partnership, with a target effective date of September 15, 2025. Because the general partner is named herein as an existing Delaware limited liability company, the GP LLC formation must be file-stamped no later than, and preferably simultaneously with, this Certificate. The Delaware Division of Corporations should be instructed to sequence the two filings so that the LLC formation is accepted first.
2. IRS Form 8832. An entity classification election on IRS Form 8832 (if required) is to be filed with an effective date coordinated to the formation date. Confirm with tax counsel (Deloitte — Ana Petrov) whether the default classification is acceptable in light of the consolidated master-fund structure and the anticipated non-U.S. feeder participation, or whether an affirmative election is warranted.
3. Limited Partnership Agreement. The Limited Partnership Agreement of Solara Consolidated Master Fund LP is to be executed concurrently with the filing of this Certificate. The LPA contains all substantive economic and governance terms, including capital contributions, allocations, distributions, transfer restrictions, Section 704(c) remedial allocation provisions, side-letter authority, and the feeder fund and parallel vehicle provisions. This Certificate contains only the information required by 6 Del. C. § 17-201(a); no substantive economic terms are set forth herein and none should be added.
4. Registered Agent Acceptance. Confirm with Capitol Registered Agents Inc. (contact: M. Delacroix, service.acceptance@capitolagents.com) that the agent acceptance is executed and on file prior to submission of this Certificate to the Delaware Division of Corporations. A copy of the executed acceptance letter should be placed in the formation binder.
Statutory Content Limitation. As a reminder to all reviewers: pursuant to 6 Del. C. § 17-201(a), a Delaware certificate of limited partnership is required to contain only (i) the name of the limited partnership, (ii) the address of the registered office and the name and address of the registered agent for service of process, and (iii) the name and business or residence address of each general partner. Additional partnership terms — including, without limitation, capital contributions, allocations of profits and losses, distributions, transfer restrictions, Section 704(c) remedial allocation methodology, admission and withdrawal of limited partners, and feeder fund and parallel vehicle mechanics — are set forth in the separately executed Limited Partnership Agreement and should not be added to this Certificate.
Cross-Reference to Reorganization Plan. This Certificate is being filed as part of the broader Solara Digital Infrastructure fund platform reorganization described in the memorandum from L. Cross dated May 27, 2025 (Matter No. 20250527-SDILP-PLR). Under the reorganization plan, the Partnership will receive contributions of portfolio interests and related assets from the following existing vehicles on the following approximate dates:
(a) Solara Digital Infrastructure Fund IV-A (Cayman) LP — target contribution date October 1, 2025;
(b) Solara Digital Infrastructure Fund IV-B (Luxembourg) SCSp — target contribution date October 15, 2025; and
(c) Solara Digital Infrastructure Fund V offshore vehicles (Cayman feeder and Luxembourg parallel) — target contribution date November 1, 2025.
The September 15, 2025 formation date has been selected to provide adequate margin between formation and the first scheduled contribution (October 1, 2025) for execution of the LPA, IRS filings, bank account opening, and completion of KYC/AML onboarding at the administrator (SS&C GlobeOp). Any slippage in the target formation date should be escalated immediately to Mr. Cross, as the October 1 contribution date is driven by the Fund IV-A distribution calendar and is not readily movable.
Final Pre-Filing Checklist.
• [ ] Names, addresses, and title verified against source documents.
• [ ] Registered agent acceptance letter on file.
• [ ] GP LLC Certificate of Formation queued for simultaneous filing.
• [ ] Signatory (V. Raines) confirmed as duly authorized manager of the GP LLC as of execution date.
• [ ] Draft watermark and internal notes removed from filing copy.
• [ ] Filing fees confirmed with Delaware Division of Corporations and wire released.
• [ ] Post-filing distribution list circulated (client, tax counsel, administrator, auditor).
END OF DRAFT — Solara Consolidated Master Fund LP — Certificate of Limited Partnership — Matter No. 20250527-SDILP-PLR
| Item | Detail |
| Filing Type | Certificate of Limited Partnership (6 Del. C. § 17-201) |
| Entity Name | Solara Consolidated Master Fund LP |
| Entity Type | Delaware Limited Partnership |
| Registered Agent | Capitol Registered Agents Inc., 850 New Burton Road, Suite 201, Dover, DE 19904 |
| Requested Effective Date | September 15, 2025 |
| Filing Fee | $[] (statutory formation fee); $[] (certified copy); $[__] (expedited handling — 24-hour) |
| Return Method | Certified copy requested; expedited (24-hour) processing requested |
| Return Contact | Robert Jansen, Esq. |
Calderwood & Harkness LLP
1900 K Street NW, Suite 1100
Washington, DC 20006
Direct: (202) 555-0184
Email: rjansen@calderwoodharkness.com
Client / Matter Reference