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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP Counselors at Law

1900 K Street NW, Suite 1100 Washington, DC 20006

Telephone: (202) 555-7400 Facsimile: (202) 555-7401

July 7, 2025

Marc Gérard, Managing Partner Veldhuis & Gérard S.à r.l. 22, boulevard Royal L-2449 Luxembourg

Re: Instructions Regarding Wind-Down and Dissolution of Solara Digital Partners Fund IV-B (Luxembourg) SCSp (RCS B 248193) and Solara Digital Partners Fund V-B (Luxembourg) SCSp (RCS B 271056)

Engagement Reference: Calderwood & Harkness No. 20250527-SDILP-PLR

Client: Solara Digital Infrastructure LP

Dear Mr. Gérard:

This firm serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, DE 19801. Solara is a private equity and growth equity platform with approximately $14.7 billion in assets under management as of March 31, 2025, deployed across digital infrastructure and enterprise SaaS verticals globally. We write to instruct your firm, Veldhuis & Gérard S.à r.l., in its capacity as Luxembourg counsel, on the planned dissolution and wind-down procedures for two Luxembourg special limited partnerships (sociétés en commandite spéciale) as part of a broader cross-border fund-platform reorganization.

The two entities that are the subject of these instructions are:

(a) Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B Lux"), registered with the Registre de Commerce et des Sociétés under number B 248193, with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg; and

(b) Solara Digital Partners Fund V-B (Luxembourg) SCSp ("Fund V-B Lux"), registered with the Registre de Commerce et des Sociétés under number B 271056, with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg.

The general partner (gérant commandité) of both SCSps is Solara Luxembourg Management S.à r.l. ("Lux Manager"), a Luxembourg société à responsabilité limitée registered with the RCS under number B 248194, with its registered office at the same address.

The dissolution of the Luxembourg SCSps forms an integral part of a multi-step reorganization for which this firm is preparing a private letter ruling ("PLR") request to the U.S. Internal Revenue Service. The dissolution of Fund IV-B Lux and Fund V-B Lux constitutes Step 5 of a five-step integrated transaction, with a target effective date of December 1, 2025. Given the interdependent nature of the transaction steps and the regulatory and filing deadlines involved, adherence to the timeline set forth in this letter is of critical importance.

We respectfully request that Veldhuis & Gérard coordinate closely with Calderwood & Harkness throughout this engagement. The primary contacts at our Washington, D.C. office are:

• Leonard Cross, Responsible Partner, Tax — lcross@calderwoodharkness.com; direct: (202) 555-7418

• Robert Jansen, Lead Associate, Tax — rjansen@calderwoodharkness.com; direct: (202) 555-7432

The purpose of this letter is to set forth the factual background of the reorganization, provide specific instructions for the dissolution of the Luxembourg SCSps, identify the deliverables we require from your firm, and establish a timeline for completion of the work. We address each of these matters in turn below.

Section 1: Background on the Reorganization

1.1 Existing Luxembourg Fund Structure

Fund IV-B Lux and Fund V-B Lux were each established as Luxembourg SCSps to serve as parallel fund vehicles alongside their respective Delaware-domiciled counterpart funds, structured to accommodate non-U.S. investors seeking treaty access and regulatory efficiencies available through a Luxembourg-based fund platform.

Fund IV-B Lux (RCS B 248193) was formed as a parallel fund vehicle alongside Solara Digital Partners Fund IV LP, a Delaware limited partnership. Fund IV-B Lux has a fund size of €1.15 billion (approximately $1.24 billion at a EUR/USD exchange rate of 1.08). Fund IV is a vintage 2021 fund, having held its final close on June 15, 2021. The SCSp was structured to accommodate non-U.S. investors seeking access to benefits under applicable bilateral tax treaties and regulatory efficiencies under the Luxembourg legal and regulatory framework for alternative investment funds.

Fund V-B Lux (RCS B 271056) was formed as a parallel fund vehicle alongside Solara Digital Partners Fund V LP, a Delaware limited partnership. Fund V-B Lux has a fund size of €1.38 billion (approximately $1.49 billion at the same EUR/USD exchange rate). Fund V is a vintage 2023 fund, having held its final close on September 30, 2023.

Both SCSps are governed by the Luxembourg law of July 12, 2013 on alternative investment fund managers, as amended (the "AIFM Law"), and the general Luxembourg partnership provisions applicable to sociétés en commandite spéciale. Lux Manager (S.à r.l., RCS B 248194) serves as the general partner (gérant commandité) of both SCSps and is responsible for the management and administration of each fund in accordance with its respective partnership agreement (contrat de société).

The investor base in the Luxembourg SCSps includes a number of institutional non-U.S. investors. Among the key investors is Kestrel Pacific Insurance Group, a Singapore-domiciled insurance company, which holds commitments of €200 million in Fund IV-B Lux and €275 million in Fund V-B Lux. Additional limited partners include European pension funds, sovereign wealth fund vehicles, and family office investment platforms, the details of which are set forth in the limited partner registers maintained by the fund administrator.

1.2 Overview of the Multi-Step Reorganization

Solara is undertaking a comprehensive reorganization of its offshore fund platform. The reorganization involves consolidating four offshore fund vehicles — two domiciled in the Cayman Islands and two domiciled in Luxembourg (the SCSps described above) — into a newly established Delaware-domiciled master fund structure, to be known as Solara Consolidated Master Fund LP (the "Consolidated Master Fund").

The principal business objectives of the reorganization are as follows:

(a) Operational cost savings. Solara has identified approximately $3.8 million in annual duplicative costs attributable to the maintenance of separate offshore administration, audit, regulatory, and compliance functions across the four legacy vehicles. Consolidation into a single master fund structure is expected to eliminate substantially all of these duplicative costs.

(b) OECD Pillar Two GloBE compliance. The forthcoming OECD Pillar Two Global Anti-Base Erosion ("GloBE") rules, which are effective for Solara's Luxembourg entities beginning in fiscal year 2025, will significantly diminish the tax efficiencies historically afforded by the SCSp structures. The reorganization is designed to preemptively address the impact of these rules.

(c) FATCA and CRS simplification. Consolidation into a Delaware-based master fund structure will substantially simplify the fund platform's compliance obligations under the U.S. Foreign Account Tax Compliance Act ("FATCA") and the OECD Common Reporting Standard ("CRS"), reducing the number of reporting entities and jurisdictions involved.

(d) LP-requested governance simplification. Several significant limited partners have requested a simplification of the fund's governance structure, citing the complexity of managing parallel capital account allocations, waterfall calculations, and reporting across multiple jurisdictions.

The reorganization was approved for exploration by the general partner board on March 14, 2025. Preliminary limited partner consent, representing approximately 78% of aggregate commitments in interest, was obtained at the Limited Partner Advisory Committee ("LPAC") meeting held on April 22, 2025. Formal LP consent will be solicited through written consent procedures in accordance with the terms of each fund's limited partnership agreement.

The reorganization is structured as a five-step integrated transaction, summarized as follows:

Step 1 (Target: September 15, 2025) — Formation of the following new entities:

• Solara Consolidated Master Fund GP LLC, a Delaware limited liability company, which will serve as the general partner of the Consolidated Master Fund;

• Solara Consolidated Master Fund LP, a Delaware limited partnership, which will serve as the master fund vehicle;

• Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership, which will serve as the feeder vehicle for non-U.S. investors; and

• Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership, which will serve as the feeder vehicle for U.S. tax-exempt investors.

IRS Form 8832 entity classification ("check-the-box") elections will be filed to ensure that each new entity is treated as a partnership for U.S. federal income tax purposes.

Step 2 (Target: October 1, 2025) — Contribution by Solara Digital Partners Fund IV-A (Cayman) LP of all portfolio assets (fair market value of approximately $2.31 billion) to the Consolidated Master Fund LP in exchange for partnership interests therein.

Step 3 (Target: October 15, 2025) — Contribution by Fund IV-B Lux of all portfolio assets to the Consolidated Master Fund LP in exchange for partnership interests therein. The aggregate fair market value of the assets to be contributed by Fund IV-B Lux is approximately €1.07 billion ($1.16 billion at a 1.08 EUR/USD exchange rate). The aggregate adjusted tax basis of these assets is approximately €782 million ($844.6 million). The aggregate built-in gain is approximately €288 million ($311 million).

Step 4 (Target: November 1, 2025) — Contribution by Fund V-B Lux of all portfolio assets to the Consolidated Master Fund LP in exchange for partnership interests therein. The aggregate fair market value of the assets to be contributed by Fund V-B Lux is approximately €1.29 billion ($1.39 billion). The aggregate adjusted tax basis is approximately €1.14 billion ($1.23 billion). The aggregate built-in gain is approximately €150 million ($162 million).

Step 5 (Target: December 1, 2025) — Dissolution of the four legacy offshore vehicles, including Fund IV-B Lux and Fund V-B Lux, and distribution of their respective partnership interests in the Consolidated Master Fund LP to their existing limited partners. Non-U.S. limited partners will roll into the Solara International Feeder (Cayman) LP as part of this step.

As is apparent from the foregoing, the Luxembourg SCSps are directly involved in Step 3 (Fund IV-B Lux asset contribution), Step 4 (Fund V-B Lux asset contribution), and Step 5 (dissolution of both SCSps). Your firm's role will encompass advice and assistance in connection with all three steps as they pertain to Luxembourg law.

1.3 Portfolio Company Interests Held by Luxembourg Entities

The assets held by the Luxembourg SCSps consist principally of equity interests in portfolio companies held through intermediate holding structures. By way of illustration:

Fund IV-B Lux holds interests in a total of eleven (11) portfolio companies through the Fund IV vehicle's broader investment program. Among the most significant of these interests is Fund IV-B Lux's holding in Crestline Cloud Solutions LLC, a Delaware limited liability company treated as a disregarded entity owned by the SCSp for U.S. federal income tax purposes. Crestline Cloud Solutions operates as an enterprise SaaS platform. The fair market value of Fund IV-B Lux's interest in Crestline Cloud Solutions is approximately €340 million ($367 million), with an adjusted tax basis of approximately €195 million ($211 million), resulting in a built-in gain of approximately €145 million ($156 million). The remaining portfolio company interests are spread across a diversified portfolio of digital infrastructure and enterprise software assets.

Fund V-B Lux holds interests in a total of twelve (12) portfolio companies through the Fund V vehicle's broader investment program. The portfolio is similarly diversified across digital infrastructure and SaaS verticals.

It is important to note for purposes of planning the dissolution that all portfolio assets will be contributed to the Consolidated Master Fund LP before the dissolution in Step 5. Accordingly, by the time the dissolution of the SCSps is effected, each SCSp should hold only the partnership interests in the Consolidated Master Fund LP received as consideration in Steps 3 and 4, respectively, along with any residual cash or working capital balances. The dissolution will therefore involve the distribution of these partnership interests (and any remaining cash) to the limited partners of each SCSp, rather than the distribution of the underlying portfolio company interests directly.

Section 2: Specific Instructions for Luxembourg Dissolution

2.1 Pre-Dissolution Preparatory Steps

We request that Veldhuis & Gérard undertake the following preparatory steps in advance of the dissolution:

(a) Review of Constitutional Documents. Please review the constitutional documents (partnership agreements / contrats de société) of Fund IV-B Lux and Fund V-B Lux and confirm that these documents permit the voluntary dissolution of each SCSp by resolution of the partners. Specifically, we ask that you identify the relevant provisions governing voluntary dissolution, including any required notice periods, supermajority thresholds, or procedural prerequisites. If amendments to the partnership agreements are required to facilitate the dissolution as contemplated herein, please prepare draft amendments for our review and circulate them to the engagement team promptly.

(b) Quorum and Majority Requirements. Please confirm the quorum and majority requirements for a partner resolution authorizing the dissolution of each SCSp, both under the respective partnership agreements and under applicable Luxembourg law. We understand that the partnership agreements may impose requirements that are more stringent than the statutory default rules, and we ask that you identify any such heightened requirements.

(c) Draft Partner Resolutions. Please prepare and circulate draft partner resolutions for both SCSps authorizing the following actions:

(i) The contribution of all portfolio assets by each SCSp to the Consolidated Master Fund LP, as described in Steps 3 and 4 above;

(ii) The subsequent voluntary dissolution and liquidation of each SCSp, as described in Step 5 above; and

(iii) The appointment of a liquidator (liquidateur) for each SCSp. In connection with this item, please confirm whether Lux Manager (S.à r.l.) may serve as the liquidator of each SCSp, or whether applicable Luxembourg law requires or advises the appointment of an independent liquidator. If there are considerations that weigh in favor of appointing an independent liquidator, please identify them and recommend appropriate candidates from Luxembourg.

(d) Coordination with Solara In-House Team. Throughout the preparatory phase, please coordinate directly with Solara's in-house legal and tax teams. The primary contacts at Solara are:

• Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP

• Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP

Both individuals are based at Solara's Wilmington, Delaware offices and can be reached through their respective direct lines, which we will provide upon confirmation of the engagement. All substantive communications should be copied to Calderwood & Harkness (Leonard Cross and Robert Jansen) to ensure coordination across work streams.

2.2 Asset Transfer Procedures (Steps 3 and 4)

Before the dissolution of the SCSps in Step 5, each SCSp will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for partnership interests therein. These contributions are scheduled for October 15, 2025 (Fund IV-B Lux, Step 3) and November 1, 2025 (Fund V-B Lux, Step 4). We request that Veldhuis & Gérard advise on and assist with the following matters in connection with these asset transfers:

(a) Luxembourg Law Requirements for Asset Transfers. Please advise on all Luxembourg law requirements applicable to the transfer and contribution of assets out of the SCSps to a Delaware limited partnership (the Consolidated Master Fund LP). This includes any required corporate or partnership approvals, documentation requirements, filings, or regulatory notifications that must be completed in connection with the asset contributions.

(b) Notarial and Registration Formalities. Please confirm that no Luxembourg notarial deed or Luxembourg registration formalities are required for the contribution of portfolio company interests by a Luxembourg SCSp to a U.S. partnership, given that the assets being contributed consist primarily of equity interests in Delaware entities and Cayman Islands entities. To the extent that any of the portfolio company interests constitute assets that might be subject to Luxembourg-specific transfer formalities (e.g., interests in Luxembourg entities, if any), please identify these and advise on the applicable procedures.

(c) Luxembourg Tax Treatment of Asset Contributions. Calderwood & Harkness's preliminary analysis is that no Luxembourg capital gains tax is expected to arise at the SCSp level on the transfer of portfolio interests to the Consolidated Master Fund LP, given the fiscal transparency of the SCSp under Luxembourg law and the treatment of the SCSps under Article 3(2) of the Luxembourg law of July 12, 2013. We request Veldhuis & Gérard's confirmation of this analysis. In particular, we ask that you:

(i) Confirm the application of Article 3(2) of the AIFM Law to the asset contributions;

(ii) Identify any exceptions, conditions, or limitations to the tax-transparent treatment of the SCSps that might give rise to Luxembourg-level taxation on the asset contributions; and

(iii) Analyze whether any partner-level Luxembourg tax consequences arise for non-Luxembourg resident limited partners as a result of the contributions.

(d) Transfer Documentation. Please prepare any transfer documentation required under Luxembourg law to effect the contribution of portfolio assets from each SCSp to the Consolidated Master Fund LP, including contribution agreements, board or partner resolutions, and any ancillary instruments.

2.3 CSSF Notification Requirements

We request that Veldhuis & Gérard advise on all required notifications to the Commission de Surveillance du Secteur Financier ("CSSF") in connection with the following events:

(a) The contribution of all portfolio assets out of the SCSps to the Consolidated Master Fund LP (Steps 3 and 4);

(b) The planned voluntary dissolution and liquidation of each SCSp (Step 5);

(c) Any change in the regulatory status or deregistration of Fund IV-B Lux and Fund V-B Lux as alternative investment fund vehicles under the Luxembourg regulatory framework, including the AIFM Law and any applicable CSSF circulars or regulations; and

(d) Any notification obligations that may arise in connection with the appointment of a liquidator or the closure of the liquidation.

For each of the foregoing, please identify the applicable notification deadlines, required forms, and any required prior approvals from the CSSF. Please draft all necessary CSSF notifications and filings and circulate them to Calderwood & Harkness and Solara for review before submission to the CSSF. We wish to ensure that all regulatory filings are reviewed by the full engagement team before being made, in order to maintain consistency with the representations and positions being taken in the PLR request and in other jurisdictions.

For your reference, the corresponding Cayman Islands Monetary Authority ("CIMA") deregistration for the Cayman vehicles is being handled separately by Meridian Offshore Legal (Fiona McAllister, Partner, George Town, Grand Cayman). We will provide Meridian's contact information and facilitate coordination between the two firms as appropriate.

2.4 Luxembourg Tax Clearance

As part of the dissolution process, we request that Veldhuis & Gérard obtain Luxembourg tax clearance certificates for both SCSps. Specifically, we ask that you:

(a) Confirm that all Luxembourg tax obligations of the SCSps have been satisfied, including an analysis of the following:

(i) Net wealth tax (*impôt sur la fortune*). Please confirm whether the SCSps are subject to net wealth tax and, if so, whether all obligations have been discharged or whether any outstanding liabilities exist.

(ii) Municipal business tax (*impôt commercial communal*). Please confirm whether the SCSps are subject to municipal business tax as fiscally transparent entities and, if so, the implications for the dissolution process.

(iii) VAT obligations. Please confirm whether the SCSps have any outstanding value-added tax obligations, including any obligations that may arise in connection with the asset contributions or the dissolution.

(iv) Registration duties (*droits d'enregistrement*). Please confirm whether the dissolution of the SCSps triggers any registration duties and, if so, the applicable rates and computation basis. In particular, please address whether the in-kind distribution of partnership interests in the Consolidated Master Fund LP to the limited partners upon dissolution gives rise to any such duties.

(v) Withholding tax obligations. Please confirm whether any Luxembourg withholding tax applies to distributions made to non-Luxembourg resident partners upon the dissolution and liquidation of the SCSps.

(b) Coordinate with Caldwell Pierce & Co. LLP (Helen Okamoto, Partner, Financial Services Tax, 400 Renaissance Center, Suite 2500, Detroit, MI 48243), Solara's independent accounting firm, which provides annual audit and tax compliance services for all Solara fund vehicles. Caldwell Pierce will provide any Luxembourg tax returns, financial data, and supporting documentation needed for the tax clearance process. Please direct all requests for financial data and tax filings to Ms. Okamoto, with a copy to Calderwood & Harkness.

(c) Prepare and file all required Luxembourg tax filings associated with the dissolution of each SCSp, including any final tax returns or declarations required by Luxembourg tax authorities.

2.5 Luxembourg RCS (Registre de Commerce et des Sociétés) Filings

We request that Veldhuis & Gérard prepare and file all required filings with the Luxembourg Registre de Commerce et des Sociétés to effect the dissolution and deregistration of both SCSps. These filings should include, at a minimum:

(a) Publication of the dissolution resolution in the Recueil Électronique des Sociétés et Associations ("RESA");

(b) Filing of the liquidator's appointment with the RCS;

(d) Application for deregistration of Fund IV-B Lux (RCS B 248193) and Fund V-B Lux (RCS B 271056) from the RCS.

In addition, please address the status of Solara Luxembourg Management S.à r.l. (Lux Manager, RCS B 248194). We understand that Lux Manager's sole purpose has been to serve as the general partner of the two SCSps. Following the dissolution of the SCSps, it is not clear whether Lux Manager will have any continuing business purpose. Please confirm whether Lux Manager should also be dissolved, or whether there are reasons to maintain it as a shell entity (for example, to serve as a party to any transition or indemnification arrangements that survive the dissolution of the SCSps). We will seek Solara's instructions on this point and communicate them to your firm, but we would appreciate your preliminary advice on the legal and practical considerations involved.

Please provide an estimated timeline for all RCS filings and expected processing times, taking into account any known delays or backlogs at the RCS.

2.6 Liquidation Process

We request that Veldhuis & Gérard advise comprehensively on the mandatory steps and statutory timeline for liquidation of a Luxembourg SCSp under applicable law. In particular, please address the following matters:

(a) Appointment of Liquidator(s). Please describe the requirements for the appointment of a liquidator, including any qualifications or independence requirements, the manner of appointment, and the powers and duties of the liquidator under Luxembourg law.

(b) Preparation and Filing of Liquidation Accounts. Please describe the requirements for the preparation and filing of liquidation accounts, including the applicable accounting standards, the required content of the accounts, and the filing deadlines.

(c) Publication Requirements. Please describe all publication requirements applicable to the liquidation, including publications in the RESA and any other required publications.

(d) Distribution of Remaining Assets. Please advise on the legal requirements and procedures for the distribution of remaining assets — specifically, the partnership interests in the Consolidated Master Fund LP — to the limited partners of each SCSp upon completion of the liquidation.

(e) Creditor Notice Periods. Please identify any statutory waiting or creditor notice periods that apply to the liquidation of an SCSp. Please assess whether any creditor notification or objection period requirements could delay the timeline and, if so, identify the expected duration of any such delays.

(f) Final Closure (*Clôture de la Liquidation*). Please describe the steps required to achieve final closure of the liquidation and the formal deregistration of each SCSp from the RCS.

Critically, we ask that you confirm whether the full liquidation process — from the adoption of the dissolution resolution through the final closure and RCS deregistration — can be completed by the December 1, 2025 target effective date. If the statutory timeline makes completion by that date impossible, please identify the earliest feasible completion date and advise on any interim steps that can be taken to achieve functional dissolution by December 1, 2025, even if formal RCS deregistration follows at a later date. For purposes of the PLR request, we need to be able to represent to the IRS that the dissolution of the SCSps has been effected as of a date certain, and we need your guidance on what constitutes "dissolution" for Luxembourg law purposes and at what point in the process the SCSps can be regarded as having ceased to exist.

2.7 Distribution to Limited Partners upon Dissolution

Upon dissolution and liquidation, each SCSp will distribute its partnership interest in the Consolidated Master Fund LP to its existing limited partners. Non-U.S. limited partners will roll into Solara International Feeder (Cayman) LP, a newly formed Cayman Islands exempted limited partnership, which will hold an interest in the Consolidated Master Fund LP on their behalf. We request that Veldhuis & Gérard advise on the following:

(a) Luxembourg law requirements for in-kind distributions of foreign partnership interests (specifically, interests in a Delaware limited partnership) by a Luxembourg SCSp in liquidation. Please identify any restrictions, procedural requirements, or partner consent requirements applicable to in-kind distributions, as distinct from cash distributions.

(b) Confirmation that no Luxembourg withholding tax applies to in-kind distributions of partnership interests to non-Luxembourg resident partners upon the dissolution of an SCSp. Please address the treatment under both domestic Luxembourg law and any applicable bilateral tax treaties.

(c) Coordination with Clarendon Fund Services Ltd. (Rachel Okonkwo, Client Relationship Director, Windward 3, Regatta Office Park, West Bay Road, George Town, Grand Cayman KY1-1108) regarding the mechanics of the distribution. Clarendon serves as the fund administrator for all Solara offshore vehicles and will be responsible for processing the distributions, updating investor records, and facilitating the transition of non-U.S. limited partners into the Solara International Feeder (Cayman) LP. Please coordinate directly with Ms. Okonkwo on all operational aspects of the distribution, with copies of all substantive communications to Calderwood & Harkness.

Section 3: U.S. Tax Considerations — Coordination Points

The dissolutions described in this letter are intended to qualify as tax-free distributions under Section 731(a) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), for U.S. federal income tax purposes. Calderwood & Harkness is preparing a private letter ruling request to the IRS seeking confirmation of this treatment. The PLR request is being submitted to the IRS Office of the Associate Chief Counsel (International), CC:INTL, 1111 Constitution Avenue NW, Washington, DC 20224, with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs and Special Industries), CC:PSI. Our target submission date for the PLR request is August 15, 2025.

In connection with the PLR request, we ask that Veldhuis & Gérard provide written confirmation — in the form of a Luxembourg law opinion or memorandum — addressing the following matters:

(a) The Luxembourg tax-neutral treatment of the asset contributions by the SCSps to the Consolidated Master Fund LP (Steps 3 and 4), with specific reference to Article 3(2) of the Luxembourg law of July 12, 2013 and any other applicable provisions of Luxembourg law;

(b) The absence of Luxembourg capital gains tax, withholding tax, VAT, or registration duties triggered by the dissolution and in-kind distributions to the limited partners of each SCSp (Step 5);

(c) The fiscal transparency of the SCSps under Luxembourg law and the implications of such transparency for the tax treatment of the transactions described herein; and

(d) Any other Luxembourg tax considerations that, in your professional judgment, are material to the transactions and should be disclosed to the IRS in connection with the PLR request.

This written confirmation will be referenced in the PLR request and may be included as an exhibit or supporting authority therein. Accordingly, we ask that the memorandum be prepared in a form suitable for submission to the IRS, with appropriate assumptions, qualifications, and conclusions clearly stated. We would appreciate receiving a draft of this memorandum no later than August 1, 2025, to allow sufficient time for our review and incorporation into the PLR request before the August 15, 2025 submission deadline.

We note that Calderwood & Harkness has separately prepared a Tax Memorandum analyzing the Luxembourg tax implications of the SCSp dissolution for U.S. federal income tax purposes (the "C&H Luxembourg Tax Analysis"). We will provide you with a copy of this memorandum under separate cover and request your review of, and comment on, the Luxembourg law portions of that analysis. Your confirmation of the accuracy of the Luxembourg law analysis set forth therein, or identification of any areas requiring correction or supplementation, will be essential to the integrity of the PLR submission.

Section 4: Coordination with Other Advisors

The reorganization involves multiple advisors across several jurisdictions. In order to ensure that all work streams are properly coordinated and that the integrated timeline is maintained, we ask that Veldhuis & Gérard coordinate with the following parties, with Calderwood & Harkness serving as the central coordinating party:

(a) Calderwood & Harkness LLP — U.S. tax counsel. Primary contacts: Leonard Cross (Responsible Partner, Tax) and Robert Jansen (Lead Associate, Tax), 1900 K Street NW, Suite 1100, Washington, DC 20006.

(b) Solara Digital Infrastructure LP — In-House Team. Primary contacts: Stefan Dalmqvist (Head of Tax) and Priya Narasimhan (General Counsel), 1200 Market Street, Suite 3400, Wilmington, DE 19801. Mr. Dalmqvist and Ms. Narasimhan serve as the client's principal decision-makers on all tax and legal matters relating to the reorganization.

(c) Meridian Offshore Legal — Cayman Islands counsel. Primary contact: Fiona McAllister, Partner, George Town, Grand Cayman. Meridian is handling the formation of the new Cayman Islands feeder vehicles (Solara International Feeder (Cayman) LP and Solara Tax-Exempt Feeder (Cayman) LP) and the CIMA deregistration of the legacy Cayman vehicles (Fund IV-A (Cayman) LP and Fund V-A (Cayman) LP). Coordination with Meridian will be important to ensure that the Luxembourg and Cayman dissolution processes are synchronized and that the transition of non-U.S. limited partners from the Luxembourg SCSps to the Cayman International Feeder vehicle is seamless.

(d) Caldwell Pierce & Co. LLP — Independent accounting firm. Primary contact: Helen Okamoto, Partner, Financial Services Tax, 400 Renaissance Center, Suite 2500, Detroit, MI 48243. Caldwell Pierce provides annual audits and tax compliance services for all Solara fund vehicles, including the Luxembourg SCSps. Caldwell Pierce will provide financial data, tax returns, and other documentation required for the Luxembourg tax clearance process and the preparation of liquidation accounts.

(e) 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. Clarendon is the fund administrator for all Solara offshore vehicles and will handle NAV calculations, investor reporting, and the processing of distributions to limited partners upon dissolution of the SCSps.

(f) Redstone Advisory Group LLC — Valuation advisory firm. Primary contact: Marco DeLuca, Managing Director, 750 Seventh Avenue, 21st Floor, New York, NY 10019. Redstone is preparing fair market value appraisals of the portfolio company interests held by the SCSps as of the contribution dates (Steps 3 and 4). These valuations will be relied upon for purposes of the PLR request and for the financial reporting obligations of the funds.

All communications regarding the dissolution should be treated as privileged and confidential. We anticipate that common-interest privilege arrangements may be appropriate to protect the confidentiality of communications among the various advisors, and Calderwood & Harkness will coordinate the establishment of such arrangements as needed. In the interim, please ensure that all written communications relating to this matter are clearly marked as privileged and confidential, and that distribution is limited to individuals with a need to know.

Section 5: Timeline and Deliverables

5.1 Requested Deliverables

We request that Veldhuis & Gérard provide the following deliverables in connection with the engagement:

1. Written confirmation/memorandum on Luxembourg tax treatment of the asset contributions (Steps 3 and 4) and SCSp dissolutions (Step 5), in a form suitable for inclusion in or submission with the PLR request — requested by August 1, 2025 (to allow incorporation into the PLR request before the August 15, 2025 submission deadline).

2. Draft partner resolutions authorizing the asset contributions and dissolution for both Fund IV-B Lux and Fund V-B Lux — requested by September 1, 2025.

3. Draft CSSF notifications for both SCSps, covering the asset contributions, planned dissolution, and any change in regulatory status — requested by September 15, 2025.

4. Confirmation of Luxembourg law requirements for in-kind distributions of foreign partnership interests (interests in a Delaware limited partnership) by a Luxembourg SCSp in liquidation — requested by September 15, 2025.

5. Draft RCS filings (dissolution publication in RESA, liquidator appointment) for both SCSps — requested by October 1, 2025.

6. Luxembourg tax clearance applications — to be filed promptly following the completion of the asset contributions (Steps 3 and 4), and in any event as soon as all required financial data has been received from Caldwell Pierce & Co. LLP.

7. Final liquidation accounts and RCS deregistration filings — targeted for completion by December 1, 2025, or as soon thereafter as Luxembourg statutory timelines permit.

8. Ongoing advice as needed on Luxembourg legal and regulatory matters arising during the dissolution process, including responses to questions from the IRS, the CSSF, or other stakeholders.

5.2 Key Milestones (Luxembourg-Specific)

The following table sets forth the key milestones for the Luxembourg work streams. We recognize that certain of these dates may need to be adjusted based on your advice regarding statutory timelines and processing periods, and we ask that you identify any dates that you believe are not achievable and propose alternatives.

As noted in Section 2.6 above, if the statutory timeline for formal RCS deregistration extends beyond December 1, 2025, we ask that you advise on the steps required to achieve functional dissolution by that date.

Section 6: Fee Arrangements and Billing

We request that Veldhuis & Gérard provide a fee estimate for the scope of work outlined in this letter, broken down by deliverable and/or phase of the engagement. In preparing this estimate, please separately identify:

(a) Fees for the Luxembourg tax memorandum/opinion (Deliverable 1);

(b) Fees for preparation of partner resolutions, CSSF notifications, and RCS filings (Deliverables 2, 3, and 5);

(d) Fees for the liquidation process, including preparation of liquidation accounts and deregistration filings (Deliverable 7);

(e) Estimated disbursements and third-party costs (e.g., RCS filing fees, RESA publication fees, CSSF fees); and

(f) Estimated fees for ongoing advisory services (Deliverable 8), on an hourly-rate or other agreed basis.

All invoices should be directed to:

Solara Digital Infrastructure LP

Attention: Douglas Wexford, Chief Financial Officer

1200 Market Street, Suite 3400 Wilmington, DE 19801

with a copy to:

Calderwood & Harkness LLP

Attention: Sylvia Hartwell, Partner (Billing Partner, Tax)

600 Lexington Avenue, 38th Floor New York, NY 10022

Please reference engagement number 20250527-SDILP-PLR on all invoices and correspondence.

Closing

Calderwood & Harkness looks forward to working with Veldhuis & Gérard on this matter. We recognize the complexity and the tight timeline of the five-step integrated transaction, and we emphasize the importance of adhering to the proposed deliverable schedule. Each step of the reorganization is dependent upon the successful and timely completion of the preceding steps, and any delay in the Luxembourg work streams could have cascading effects on the broader transaction timeline, including the submission of the PLR request to the IRS.

We respectfully request that you confirm receipt of this letter and Veldhuis & Gérard's ability to accept the engagement and meet the proposed deliverable schedule at your earliest convenience. In the event that you anticipate any conflicts of interest, capacity constraints, or other impediments to accepting the engagement, we ask that you notify us immediately so that we may take appropriate steps.

We would welcome the opportunity to arrange an introductory call with your team, Solara's in-house legal and tax teams, and the Calderwood & Harkness engagement team to discuss the scope of work, address any preliminary questions, and establish working protocols for the engagement. Please let us know your availability during the week of July 14, 2025, and we will coordinate scheduling.

Should you have any questions regarding this letter or the matters described herein, please do not hesitate to contact the undersigned or Robert Jansen directly:

Leonard Cross, Partner, Tax Direct: (202) 555-7418

Email: lcross@calderwoodharkness.com

Robert Jansen, Lead Associate, Tax Direct: (202) 555-7432

Email: rjansen@calderwoodharkness.com

We thank you in advance for your attention to this matter and look forward to your prompt response.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Leonard Cross Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006

cc:

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. Organizational chart of existing Luxembourg fund structure (pre-reorganization)

2. Organizational chart of target post-reorganization structure

3. Step transaction diagram (Steps 3, 4, and 5)

4. Summary term sheet of the reorganization

5. Contact list for all advisors involved in the reorganization

Target Date	Action
August 1, 2025	Luxembourg tax memorandum/opinion delivered to Calderwood & Harkness
September 1, 2025	Draft partner resolutions for both SCSps circulated to engagement team
September 15, 2025	Draft CSSF notifications prepared; Luxembourg law confirmation on in-kind distributions delivered
October 1, 2025	Draft RCS filings (dissolution publication, liquidator appointment) prepared for both SCSps
October 15, 2025	Step 3: Fund IV-B Lux contributes all portfolio assets to Consolidated Master Fund LP
November 1, 2025	Step 4: Fund V-B Lux contributes all portfolio assets to Consolidated Master Fund LP
December 1, 2025	Step 5: Target effective date for dissolution of Fund IV-B Lux and Fund V-B Lux; distribution of Consolidated Master Fund LP interests to limited partners

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Counselors at Law
1900 K Street NW, Suite 1100 Washington, DC 20006
Telephone: (202) 555-7400 Facsimile: (202) 555-7401
July 7, 2025
Marc Gérard, Managing Partner Veldhuis & Gérard S.à r.l. 22, boulevard Royal L-2449 Luxembourg
Re: Instructions Regarding Wind-Down and Dissolution of Solara Digital Partners Fund IV-B (Luxembourg) SCSp (RCS B 248193) and Solara Digital Partners Fund V-B (Luxembourg) SCSp (RCS B 271056)
Engagement Reference: Calderwood & Harkness No. 20250527-SDILP-PLR
Client: Solara Digital Infrastructure LP
Dear Mr. Gérard:
This firm serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, DE 19801. Solara is a private equity and growth equity platform with approximately $14.7 billion in assets under management as of March 31, 2025, deployed across digital infrastructure and enterprise SaaS verticals globally. We write to instruct your firm, Veldhuis & Gérard S.à r.l., in its capacity as Luxembourg counsel, on the planned dissolution and wind-down procedures for two Luxembourg special limited partnerships (sociétés en commandite spéciale) as part of a broader cross-border fund-platform reorganization.
The two entities that are the subject of these instructions are:
(a) Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B Lux"), registered with the Registre de Commerce et des Sociétés under number B 248193, with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg; and
(b) Solara Digital Partners Fund V-B (Luxembourg) SCSp ("Fund V-B Lux"), registered with the Registre de Commerce et des Sociétés under number B 271056, with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg.
The general partner (gérant commandité) of both SCSps is Solara Luxembourg Management S.à r.l. ("Lux Manager"), a Luxembourg société à responsabilité limitée registered with the RCS under number B 248194, with its registered office at the same address.
The dissolution of the Luxembourg SCSps forms an integral part of a multi-step reorganization for which this firm is preparing a private letter ruling ("PLR") request to the U.S. Internal Revenue Service. The dissolution of Fund IV-B Lux and Fund V-B Lux constitutes Step 5 of a five-step integrated transaction, with a target effective date of December 1, 2025. Given the interdependent nature of the transaction steps and the regulatory and filing deadlines involved, adherence to the timeline set forth in this letter is of critical importance.
We respectfully request that Veldhuis & Gérard coordinate closely with Calderwood & Harkness throughout this engagement. The primary contacts at our Washington, D.C. office are:
• Leonard Cross, Responsible Partner, Tax — lcross@calderwoodharkness.com; direct: (202) 555-7418
• Robert Jansen, Lead Associate, Tax — rjansen@calderwoodharkness.com; direct: (202) 555-7432
The purpose of this letter is to set forth the factual background of the reorganization, provide specific instructions for the dissolution of the Luxembourg SCSps, identify the deliverables we require from your firm, and establish a timeline for completion of the work. We address each of these matters in turn below.
Section 1: Background on the Reorganization
1.1 Existing Luxembourg Fund Structure
Fund IV-B Lux and Fund V-B Lux were each established as Luxembourg SCSps to serve as parallel fund vehicles alongside their respective Delaware-domiciled counterpart funds, structured to accommodate non-U.S. investors seeking treaty access and regulatory efficiencies available through a Luxembourg-based fund platform.
Fund IV-B Lux (RCS B 248193) was formed as a parallel fund vehicle alongside Solara Digital Partners Fund IV LP, a Delaware limited partnership. Fund IV-B Lux has a fund size of €1.15 billion (approximately $1.24 billion at a EUR/USD exchange rate of 1.08). Fund IV is a vintage 2021 fund, having held its final close on June 15, 2021. The SCSp was structured to accommodate non-U.S. investors seeking access to benefits under applicable bilateral tax treaties and regulatory efficiencies under the Luxembourg legal and regulatory framework for alternative investment funds.
Fund V-B Lux (RCS B 271056) was formed as a parallel fund vehicle alongside Solara Digital Partners Fund V LP, a Delaware limited partnership. Fund V-B Lux has a fund size of €1.38 billion (approximately $1.49 billion at the same EUR/USD exchange rate). Fund V is a vintage 2023 fund, having held its final close on September 30, 2023.
Both SCSps are governed by the Luxembourg law of July 12, 2013 on alternative investment fund managers, as amended (the "AIFM Law"), and the general Luxembourg partnership provisions applicable to sociétés en commandite spéciale. Lux Manager (S.à r.l., RCS B 248194) serves as the general partner (gérant commandité) of both SCSps and is responsible for the management and administration of each fund in accordance with its respective partnership agreement (contrat de société).
The investor base in the Luxembourg SCSps includes a number of institutional non-U.S. investors. Among the key investors is Kestrel Pacific Insurance Group, a Singapore-domiciled insurance company, which holds commitments of €200 million in Fund IV-B Lux and €275 million in Fund V-B Lux. Additional limited partners include European pension funds, sovereign wealth fund vehicles, and family office investment platforms, the details of which are set forth in the limited partner registers maintained by the fund administrator.
1.2 Overview of the Multi-Step Reorganization
Solara is undertaking a comprehensive reorganization of its offshore fund platform. The reorganization involves consolidating four offshore fund vehicles — two domiciled in the Cayman Islands and two domiciled in Luxembourg (the SCSps described above) — into a newly established Delaware-domiciled master fund structure, to be known as Solara Consolidated Master Fund LP (the "Consolidated Master Fund").
The principal business objectives of the reorganization are as follows:
(a) Operational cost savings. Solara has identified approximately $3.8 million in annual duplicative costs attributable to the maintenance of separate offshore administration, audit, regulatory, and compliance functions across the four legacy vehicles. Consolidation into a single master fund structure is expected to eliminate substantially all of these duplicative costs.
(b) OECD Pillar Two GloBE compliance. The forthcoming OECD Pillar Two Global Anti-Base Erosion ("GloBE") rules, which are effective for Solara's Luxembourg entities beginning in fiscal year 2025, will significantly diminish the tax efficiencies historically afforded by the SCSp structures. The reorganization is designed to preemptively address the impact of these rules.
(c) FATCA and CRS simplification. Consolidation into a Delaware-based master fund structure will substantially simplify the fund platform's compliance obligations under the U.S. Foreign Account Tax Compliance Act ("FATCA") and the OECD Common Reporting Standard ("CRS"), reducing the number of reporting entities and jurisdictions involved.
(d) LP-requested governance simplification. Several significant limited partners have requested a simplification of the fund's governance structure, citing the complexity of managing parallel capital account allocations, waterfall calculations, and reporting across multiple jurisdictions.
The reorganization was approved for exploration by the general partner board on March 14, 2025. Preliminary limited partner consent, representing approximately 78% of aggregate commitments in interest, was obtained at the Limited Partner Advisory Committee ("LPAC") meeting held on April 22, 2025. Formal LP consent will be solicited through written consent procedures in accordance with the terms of each fund's limited partnership agreement.
The reorganization is structured as a five-step integrated transaction, summarized as follows:
Step 1 (Target: September 15, 2025) — Formation of the following new entities:
• Solara Consolidated Master Fund GP LLC, a Delaware limited liability company, which will serve as the general partner of the Consolidated Master Fund;
• Solara Consolidated Master Fund LP, a Delaware limited partnership, which will serve as the master fund vehicle;
• Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership, which will serve as the feeder vehicle for non-U.S. investors; and
• Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership, which will serve as the feeder vehicle for U.S. tax-exempt investors.
IRS Form 8832 entity classification ("check-the-box") elections will be filed to ensure that each new entity is treated as a partnership for U.S. federal income tax purposes.
Step 2 (Target: October 1, 2025) — Contribution by Solara Digital Partners Fund IV-A (Cayman) LP of all portfolio assets (fair market value of approximately $2.31 billion) to the Consolidated Master Fund LP in exchange for partnership interests therein.
Step 3 (Target: October 15, 2025) — Contribution by Fund IV-B Lux of all portfolio assets to the Consolidated Master Fund LP in exchange for partnership interests therein. The aggregate fair market value of the assets to be contributed by Fund IV-B Lux is approximately €1.07 billion ($1.16 billion at a 1.08 EUR/USD exchange rate). The aggregate adjusted tax basis of these assets is approximately €782 million ($844.6 million). The aggregate built-in gain is approximately €288 million ($311 million).
Step 4 (Target: November 1, 2025) — Contribution by Fund V-B Lux of all portfolio assets to the Consolidated Master Fund LP in exchange for partnership interests therein. The aggregate fair market value of the assets to be contributed by Fund V-B Lux is approximately €1.29 billion ($1.39 billion). The aggregate adjusted tax basis is approximately €1.14 billion ($1.23 billion). The aggregate built-in gain is approximately €150 million ($162 million).
Step 5 (Target: December 1, 2025) — Dissolution of the four legacy offshore vehicles, including Fund IV-B Lux and Fund V-B Lux, and distribution of their respective partnership interests in the Consolidated Master Fund LP to their existing limited partners. Non-U.S. limited partners will roll into the Solara International Feeder (Cayman) LP as part of this step.
As is apparent from the foregoing, the Luxembourg SCSps are directly involved in Step 3 (Fund IV-B Lux asset contribution), Step 4 (Fund V-B Lux asset contribution), and Step 5 (dissolution of both SCSps). Your firm's role will encompass advice and assistance in connection with all three steps as they pertain to Luxembourg law.
1.3 Portfolio Company Interests Held by Luxembourg Entities
The assets held by the Luxembourg SCSps consist principally of equity interests in portfolio companies held through intermediate holding structures. By way of illustration:
Fund IV-B Lux holds interests in a total of eleven (11) portfolio companies through the Fund IV vehicle's broader investment program. Among the most significant of these interests is Fund IV-B Lux's holding in Crestline Cloud Solutions LLC, a Delaware limited liability company treated as a disregarded entity owned by the SCSp for U.S. federal income tax purposes. Crestline Cloud Solutions operates as an enterprise SaaS platform. The fair market value of Fund IV-B Lux's interest in Crestline Cloud Solutions is approximately €340 million ($367 million), with an adjusted tax basis of approximately €195 million ($211 million), resulting in a built-in gain of approximately €145 million ($156 million). The remaining portfolio company interests are spread across a diversified portfolio of digital infrastructure and enterprise software assets.
Fund V-B Lux holds interests in a total of twelve (12) portfolio companies through the Fund V vehicle's broader investment program. The portfolio is similarly diversified across digital infrastructure and SaaS verticals.
It is important to note for purposes of planning the dissolution that all portfolio assets will be contributed to the Consolidated Master Fund LP before the dissolution in Step 5. Accordingly, by the time the dissolution of the SCSps is effected, each SCSp should hold only the partnership interests in the Consolidated Master Fund LP received as consideration in Steps 3 and 4, respectively, along with any residual cash or working capital balances. The dissolution will therefore involve the distribution of these partnership interests (and any remaining cash) to the limited partners of each SCSp, rather than the distribution of the underlying portfolio company interests directly.
Section 2: Specific Instructions for Luxembourg Dissolution
2.1 Pre-Dissolution Preparatory Steps
We request that Veldhuis & Gérard undertake the following preparatory steps in advance of the dissolution:
(a) Review of Constitutional Documents. Please review the constitutional documents (partnership agreements / contrats de société) of Fund IV-B Lux and Fund V-B Lux and confirm that these documents permit the voluntary dissolution of each SCSp by resolution of the partners. Specifically, we ask that you identify the relevant provisions governing voluntary dissolution, including any required notice periods, supermajority thresholds, or procedural prerequisites. If amendments to the partnership agreements are required to facilitate the dissolution as contemplated herein, please prepare draft amendments for our review and circulate them to the engagement team promptly.
(b) Quorum and Majority Requirements. Please confirm the quorum and majority requirements for a partner resolution authorizing the dissolution of each SCSp, both under the respective partnership agreements and under applicable Luxembourg law. We understand that the partnership agreements may impose requirements that are more stringent than the statutory default rules, and we ask that you identify any such heightened requirements.
(c) Draft Partner Resolutions. Please prepare and circulate draft partner resolutions for both SCSps authorizing the following actions:
(i) The contribution of all portfolio assets by each SCSp to the Consolidated Master Fund LP, as described in Steps 3 and 4 above;
(ii) The subsequent voluntary dissolution and liquidation of each SCSp, as described in Step 5 above; and
(iii) The appointment of a liquidator (liquidateur) for each SCSp. In connection with this item, please confirm whether Lux Manager (S.à r.l.) may serve as the liquidator of each SCSp, or whether applicable Luxembourg law requires or advises the appointment of an independent liquidator. If there are considerations that weigh in favor of appointing an independent liquidator, please identify them and recommend appropriate candidates from Luxembourg.
(d) Coordination with Solara In-House Team. Throughout the preparatory phase, please coordinate directly with Solara's in-house legal and tax teams. The primary contacts at Solara are:
• Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP
• Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP
Both individuals are based at Solara's Wilmington, Delaware offices and can be reached through their respective direct lines, which we will provide upon confirmation of the engagement. All substantive communications should be copied to Calderwood & Harkness (Leonard Cross and Robert Jansen) to ensure coordination across work streams.
2.2 Asset Transfer Procedures (Steps 3 and 4)
Before the dissolution of the SCSps in Step 5, each SCSp will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for partnership interests therein. These contributions are scheduled for October 15, 2025 (Fund IV-B Lux, Step 3) and November 1, 2025 (Fund V-B Lux, Step 4). We request that Veldhuis & Gérard advise on and assist with the following matters in connection with these asset transfers:
(a) Luxembourg Law Requirements for Asset Transfers. Please advise on all Luxembourg law requirements applicable to the transfer and contribution of assets out of the SCSps to a Delaware limited partnership (the Consolidated Master Fund LP). This includes any required corporate or partnership approvals, documentation requirements, filings, or regulatory notifications that must be completed in connection with the asset contributions.
(b) Notarial and Registration Formalities. Please confirm that no Luxembourg notarial deed or Luxembourg registration formalities are required for the contribution of portfolio company interests by a Luxembourg SCSp to a U.S. partnership, given that the assets being contributed consist primarily of equity interests in Delaware entities and Cayman Islands entities. To the extent that any of the portfolio company interests constitute assets that might be subject to Luxembourg-specific transfer formalities (e.g., interests in Luxembourg entities, if any), please identify these and advise on the applicable procedures.
(c) Luxembourg Tax Treatment of Asset Contributions. Calderwood & Harkness's preliminary analysis is that no Luxembourg capital gains tax is expected to arise at the SCSp level on the transfer of portfolio interests to the Consolidated Master Fund LP, given the fiscal transparency of the SCSp under Luxembourg law and the treatment of the SCSps under Article 3(2) of the Luxembourg law of July 12, 2013. We request Veldhuis & Gérard's confirmation of this analysis. In particular, we ask that you:
(i) Confirm the application of Article 3(2) of the AIFM Law to the asset contributions;
(ii) Identify any exceptions, conditions, or limitations to the tax-transparent treatment of the SCSps that might give rise to Luxembourg-level taxation on the asset contributions; and
(iii) Analyze whether any partner-level Luxembourg tax consequences arise for non-Luxembourg resident limited partners as a result of the contributions.
(d) Transfer Documentation. Please prepare any transfer documentation required under Luxembourg law to effect the contribution of portfolio assets from each SCSp to the Consolidated Master Fund LP, including contribution agreements, board or partner resolutions, and any ancillary instruments.
2.3 CSSF Notification Requirements
We request that Veldhuis & Gérard advise on all required notifications to the Commission de Surveillance du Secteur Financier ("CSSF") in connection with the following events:
(a) The contribution of all portfolio assets out of the SCSps to the Consolidated Master Fund LP (Steps 3 and 4);
(b) The planned voluntary dissolution and liquidation of each SCSp (Step 5);
(c) Any change in the regulatory status or deregistration of Fund IV-B Lux and Fund V-B Lux as alternative investment fund vehicles under the Luxembourg regulatory framework, including the AIFM Law and any applicable CSSF circulars or regulations; and
(d) Any notification obligations that may arise in connection with the appointment of a liquidator or the closure of the liquidation.
For each of the foregoing, please identify the applicable notification deadlines, required forms, and any required prior approvals from the CSSF. Please draft all necessary CSSF notifications and filings and circulate them to Calderwood & Harkness and Solara for review before submission to the CSSF. We wish to ensure that all regulatory filings are reviewed by the full engagement team before being made, in order to maintain consistency with the representations and positions being taken in the PLR request and in other jurisdictions.
For your reference, the corresponding Cayman Islands Monetary Authority ("CIMA") deregistration for the Cayman vehicles is being handled separately by Meridian Offshore Legal (Fiona McAllister, Partner, George Town, Grand Cayman). We will provide Meridian's contact information and facilitate coordination between the two firms as appropriate.
2.4 Luxembourg Tax Clearance
As part of the dissolution process, we request that Veldhuis & Gérard obtain Luxembourg tax clearance certificates for both SCSps. Specifically, we ask that you:
(a) Confirm that all Luxembourg tax obligations of the SCSps have been satisfied, including an analysis of the following:
(i) Net wealth tax (*impôt sur la fortune*). Please confirm whether the SCSps are subject to net wealth tax and, if so, whether all obligations have been discharged or whether any outstanding liabilities exist.
(ii) Municipal business tax (*impôt commercial communal*). Please confirm whether the SCSps are subject to municipal business tax as fiscally transparent entities and, if so, the implications for the dissolution process.
(iii) VAT obligations. Please confirm whether the SCSps have any outstanding value-added tax obligations, including any obligations that may arise in connection with the asset contributions or the dissolution.
(iv) Registration duties (*droits d'enregistrement*). Please confirm whether the dissolution of the SCSps triggers any registration duties and, if so, the applicable rates and computation basis. In particular, please address whether the in-kind distribution of partnership interests in the Consolidated Master Fund LP to the limited partners upon dissolution gives rise to any such duties.
(v) Withholding tax obligations. Please confirm whether any Luxembourg withholding tax applies to distributions made to non-Luxembourg resident partners upon the dissolution and liquidation of the SCSps.
(b) Coordinate with Caldwell Pierce & Co. LLP (Helen Okamoto, Partner, Financial Services Tax, 400 Renaissance Center, Suite 2500, Detroit, MI 48243), Solara's independent accounting firm, which provides annual audit and tax compliance services for all Solara fund vehicles. Caldwell Pierce will provide any Luxembourg tax returns, financial data, and supporting documentation needed for the tax clearance process. Please direct all requests for financial data and tax filings to Ms. Okamoto, with a copy to Calderwood & Harkness.
(c) Prepare and file all required Luxembourg tax filings associated with the dissolution of each SCSp, including any final tax returns or declarations required by Luxembourg tax authorities.
2.5 Luxembourg RCS (Registre de Commerce et des Sociétés) Filings
We request that Veldhuis & Gérard prepare and file all required filings with the Luxembourg Registre de Commerce et des Sociétés to effect the dissolution and deregistration of both SCSps. These filings should include, at a minimum:
(a) Publication of the dissolution resolution in the Recueil Électronique des Sociétés et Associations ("RESA");
(b) Filing of the liquidator's appointment with the RCS;
(c) Filing of the final liquidation accounts with the RCS; and
(d) Application for deregistration of Fund IV-B Lux (RCS B 248193) and Fund V-B Lux (RCS B 271056) from the RCS.
In addition, please address the status of Solara Luxembourg Management S.à r.l. (Lux Manager, RCS B 248194). We understand that Lux Manager's sole purpose has been to serve as the general partner of the two SCSps. Following the dissolution of the SCSps, it is not clear whether Lux Manager will have any continuing business purpose. Please confirm whether Lux Manager should also be dissolved, or whether there are reasons to maintain it as a shell entity (for example, to serve as a party to any transition or indemnification arrangements that survive the dissolution of the SCSps). We will seek Solara's instructions on this point and communicate them to your firm, but we would appreciate your preliminary advice on the legal and practical considerations involved.
Please provide an estimated timeline for all RCS filings and expected processing times, taking into account any known delays or backlogs at the RCS.
2.6 Liquidation Process
We request that Veldhuis & Gérard advise comprehensively on the mandatory steps and statutory timeline for liquidation of a Luxembourg SCSp under applicable law. In particular, please address the following matters:
(a) Appointment of Liquidator(s). Please describe the requirements for the appointment of a liquidator, including any qualifications or independence requirements, the manner of appointment, and the powers and duties of the liquidator under Luxembourg law.
(b) Preparation and Filing of Liquidation Accounts. Please describe the requirements for the preparation and filing of liquidation accounts, including the applicable accounting standards, the required content of the accounts, and the filing deadlines.
(c) Publication Requirements. Please describe all publication requirements applicable to the liquidation, including publications in the RESA and any other required publications.
(d) Distribution of Remaining Assets. Please advise on the legal requirements and procedures for the distribution of remaining assets — specifically, the partnership interests in the Consolidated Master Fund LP — to the limited partners of each SCSp upon completion of the liquidation.
(e) Creditor Notice Periods. Please identify any statutory waiting or creditor notice periods that apply to the liquidation of an SCSp. Please assess whether any creditor notification or objection period requirements could delay the timeline and, if so, identify the expected duration of any such delays.
(f) Final Closure (*Clôture de la Liquidation*). Please describe the steps required to achieve final closure of the liquidation and the formal deregistration of each SCSp from the RCS.
Critically, we ask that you confirm whether the full liquidation process — from the adoption of the dissolution resolution through the final closure and RCS deregistration — can be completed by the December 1, 2025 target effective date. If the statutory timeline makes completion by that date impossible, please identify the earliest feasible completion date and advise on any interim steps that can be taken to achieve functional dissolution by December 1, 2025, even if formal RCS deregistration follows at a later date. For purposes of the PLR request, we need to be able to represent to the IRS that the dissolution of the SCSps has been effected as of a date certain, and we need your guidance on what constitutes "dissolution" for Luxembourg law purposes and at what point in the process the SCSps can be regarded as having ceased to exist.
2.7 Distribution to Limited Partners upon Dissolution
Upon dissolution and liquidation, each SCSp will distribute its partnership interest in the Consolidated Master Fund LP to its existing limited partners. Non-U.S. limited partners will roll into Solara International Feeder (Cayman) LP, a newly formed Cayman Islands exempted limited partnership, which will hold an interest in the Consolidated Master Fund LP on their behalf. We request that Veldhuis & Gérard advise on the following:
(a) Luxembourg law requirements for in-kind distributions of foreign partnership interests (specifically, interests in a Delaware limited partnership) by a Luxembourg SCSp in liquidation. Please identify any restrictions, procedural requirements, or partner consent requirements applicable to in-kind distributions, as distinct from cash distributions.
(b) Confirmation that no Luxembourg withholding tax applies to in-kind distributions of partnership interests to non-Luxembourg resident partners upon the dissolution of an SCSp. Please address the treatment under both domestic Luxembourg law and any applicable bilateral tax treaties.
(c) Coordination with Clarendon Fund Services Ltd. (Rachel Okonkwo, Client Relationship Director, Windward 3, Regatta Office Park, West Bay Road, George Town, Grand Cayman KY1-1108) regarding the mechanics of the distribution. Clarendon serves as the fund administrator for all Solara offshore vehicles and will be responsible for processing the distributions, updating investor records, and facilitating the transition of non-U.S. limited partners into the Solara International Feeder (Cayman) LP. Please coordinate directly with Ms. Okonkwo on all operational aspects of the distribution, with copies of all substantive communications to Calderwood & Harkness.
Section 3: U.S. Tax Considerations — Coordination Points
The dissolutions described in this letter are intended to qualify as tax-free distributions under Section 731(a) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), for U.S. federal income tax purposes. Calderwood & Harkness is preparing a private letter ruling request to the IRS seeking confirmation of this treatment. The PLR request is being submitted to the IRS Office of the Associate Chief Counsel (International), CC:INTL, 1111 Constitution Avenue NW, Washington, DC 20224, with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs and Special Industries), CC:PSI. Our target submission date for the PLR request is August 15, 2025.
In connection with the PLR request, we ask that Veldhuis & Gérard provide written confirmation — in the form of a Luxembourg law opinion or memorandum — addressing the following matters:
(a) The Luxembourg tax-neutral treatment of the asset contributions by the SCSps to the Consolidated Master Fund LP (Steps 3 and 4), with specific reference to Article 3(2) of the Luxembourg law of July 12, 2013 and any other applicable provisions of Luxembourg law;
(b) The absence of Luxembourg capital gains tax, withholding tax, VAT, or registration duties triggered by the dissolution and in-kind distributions to the limited partners of each SCSp (Step 5);
(c) The fiscal transparency of the SCSps under Luxembourg law and the implications of such transparency for the tax treatment of the transactions described herein; and
(d) Any other Luxembourg tax considerations that, in your professional judgment, are material to the transactions and should be disclosed to the IRS in connection with the PLR request.
This written confirmation will be referenced in the PLR request and may be included as an exhibit or supporting authority therein. Accordingly, we ask that the memorandum be prepared in a form suitable for submission to the IRS, with appropriate assumptions, qualifications, and conclusions clearly stated. We would appreciate receiving a draft of this memorandum no later than August 1, 2025, to allow sufficient time for our review and incorporation into the PLR request before the August 15, 2025 submission deadline.
We note that Calderwood & Harkness has separately prepared a Tax Memorandum analyzing the Luxembourg tax implications of the SCSp dissolution for U.S. federal income tax purposes (the "C&H Luxembourg Tax Analysis"). We will provide you with a copy of this memorandum under separate cover and request your review of, and comment on, the Luxembourg law portions of that analysis. Your confirmation of the accuracy of the Luxembourg law analysis set forth therein, or identification of any areas requiring correction or supplementation, will be essential to the integrity of the PLR submission.
Section 4: Coordination with Other Advisors
The reorganization involves multiple advisors across several jurisdictions. In order to ensure that all work streams are properly coordinated and that the integrated timeline is maintained, we ask that Veldhuis & Gérard coordinate with the following parties, with Calderwood & Harkness serving as the central coordinating party:
(a) Calderwood & Harkness LLP — U.S. tax counsel. Primary contacts: Leonard Cross (Responsible Partner, Tax) and Robert Jansen (Lead Associate, Tax), 1900 K Street NW, Suite 1100, Washington, DC 20006.
(b) Solara Digital Infrastructure LP — In-House Team. Primary contacts: Stefan Dalmqvist (Head of Tax) and Priya Narasimhan (General Counsel), 1200 Market Street, Suite 3400, Wilmington, DE 19801. Mr. Dalmqvist and Ms. Narasimhan serve as the client's principal decision-makers on all tax and legal matters relating to the reorganization.
(c) Meridian Offshore Legal — Cayman Islands counsel. Primary contact: Fiona McAllister, Partner, George Town, Grand Cayman. Meridian is handling the formation of the new Cayman Islands feeder vehicles (Solara International Feeder (Cayman) LP and Solara Tax-Exempt Feeder (Cayman) LP) and the CIMA deregistration of the legacy Cayman vehicles (Fund IV-A (Cayman) LP and Fund V-A (Cayman) LP). Coordination with Meridian will be important to ensure that the Luxembourg and Cayman dissolution processes are synchronized and that the transition of non-U.S. limited partners from the Luxembourg SCSps to the Cayman International Feeder vehicle is seamless.
(d) Caldwell Pierce & Co. LLP — Independent accounting firm. Primary contact: Helen Okamoto, Partner, Financial Services Tax, 400 Renaissance Center, Suite 2500, Detroit, MI 48243. Caldwell Pierce provides annual audits and tax compliance services for all Solara fund vehicles, including the Luxembourg SCSps. Caldwell Pierce will provide financial data, tax returns, and other documentation required for the Luxembourg tax clearance process and the preparation of liquidation accounts.
(e) 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. Clarendon is the fund administrator for all Solara offshore vehicles and will handle NAV calculations, investor reporting, and the processing of distributions to limited partners upon dissolution of the SCSps.
(f) Redstone Advisory Group LLC — Valuation advisory firm. Primary contact: Marco DeLuca, Managing Director, 750 Seventh Avenue, 21st Floor, New York, NY 10019. Redstone is preparing fair market value appraisals of the portfolio company interests held by the SCSps as of the contribution dates (Steps 3 and 4). These valuations will be relied upon for purposes of the PLR request and for the financial reporting obligations of the funds.
All communications regarding the dissolution should be treated as privileged and confidential. We anticipate that common-interest privilege arrangements may be appropriate to protect the confidentiality of communications among the various advisors, and Calderwood & Harkness will coordinate the establishment of such arrangements as needed. In the interim, please ensure that all written communications relating to this matter are clearly marked as privileged and confidential, and that distribution is limited to individuals with a need to know.
Section 5: Timeline and Deliverables
5.1 Requested Deliverables
We request that Veldhuis & Gérard provide the following deliverables in connection with the engagement:
1. Written confirmation/memorandum on Luxembourg tax treatment of the asset contributions (Steps 3 and 4) and SCSp dissolutions (Step 5), in a form suitable for inclusion in or submission with the PLR request — requested by August 1, 2025 (to allow incorporation into the PLR request before the August 15, 2025 submission deadline).
2. Draft partner resolutions authorizing the asset contributions and dissolution for both Fund IV-B Lux and Fund V-B Lux — requested by September 1, 2025.
3. Draft CSSF notifications for both SCSps, covering the asset contributions, planned dissolution, and any change in regulatory status — requested by September 15, 2025.
4. Confirmation of Luxembourg law requirements for in-kind distributions of foreign partnership interests (interests in a Delaware limited partnership) by a Luxembourg SCSp in liquidation — requested by September 15, 2025.
5. Draft RCS filings (dissolution publication in RESA, liquidator appointment) for both SCSps — requested by October 1, 2025.
6. Luxembourg tax clearance applications — to be filed promptly following the completion of the asset contributions (Steps 3 and 4), and in any event as soon as all required financial data has been received from Caldwell Pierce & Co. LLP.
7. Final liquidation accounts and RCS deregistration filings — targeted for completion by December 1, 2025, or as soon thereafter as Luxembourg statutory timelines permit.
8. Ongoing advice as needed on Luxembourg legal and regulatory matters arising during the dissolution process, including responses to questions from the IRS, the CSSF, or other stakeholders.
5.2 Key Milestones (Luxembourg-Specific)
The following table sets forth the key milestones for the Luxembourg work streams. We recognize that certain of these dates may need to be adjusted based on your advice regarding statutory timelines and processing periods, and we ask that you identify any dates that you believe are not achievable and propose alternatives.
As noted in Section 2.6 above, if the statutory timeline for formal RCS deregistration extends beyond December 1, 2025, we ask that you advise on the steps required to achieve functional dissolution by that date.
Section 6: Fee Arrangements and Billing
We request that Veldhuis & Gérard provide a fee estimate for the scope of work outlined in this letter, broken down by deliverable and/or phase of the engagement. In preparing this estimate, please separately identify:
(a) Fees for the Luxembourg tax memorandum/opinion (Deliverable 1);
(b) Fees for preparation of partner resolutions, CSSF notifications, and RCS filings (Deliverables 2, 3, and 5);
(c) Fees for Luxembourg tax clearance applications and filings (Deliverable 6);
(d) Fees for the liquidation process, including preparation of liquidation accounts and deregistration filings (Deliverable 7);
(e) Estimated disbursements and third-party costs (e.g., RCS filing fees, RESA publication fees, CSSF fees); and
(f) Estimated fees for ongoing advisory services (Deliverable 8), on an hourly-rate or other agreed basis.
All invoices should be directed to:
Solara Digital Infrastructure LP
Attention: Douglas Wexford, Chief Financial Officer
1200 Market Street, Suite 3400 Wilmington, DE 19801
with a copy to:
Calderwood & Harkness LLP
Attention: Sylvia Hartwell, Partner (Billing Partner, Tax)
600 Lexington Avenue, 38th Floor New York, NY 10022
Please reference engagement number 20250527-SDILP-PLR on all invoices and correspondence.
Closing
Calderwood & Harkness looks forward to working with Veldhuis & Gérard on this matter. We recognize the complexity and the tight timeline of the five-step integrated transaction, and we emphasize the importance of adhering to the proposed deliverable schedule. Each step of the reorganization is dependent upon the successful and timely completion of the preceding steps, and any delay in the Luxembourg work streams could have cascading effects on the broader transaction timeline, including the submission of the PLR request to the IRS.
We respectfully request that you confirm receipt of this letter and Veldhuis & Gérard's ability to accept the engagement and meet the proposed deliverable schedule at your earliest convenience. In the event that you anticipate any conflicts of interest, capacity constraints, or other impediments to accepting the engagement, we ask that you notify us immediately so that we may take appropriate steps.
We would welcome the opportunity to arrange an introductory call with your team, Solara's in-house legal and tax teams, and the Calderwood & Harkness engagement team to discuss the scope of work, address any preliminary questions, and establish working protocols for the engagement. Please let us know your availability during the week of July 14, 2025, and we will coordinate scheduling.
Should you have any questions regarding this letter or the matters described herein, please do not hesitate to contact the undersigned or Robert Jansen directly:
Leonard Cross, Partner, Tax Direct: (202) 555-7418
Email: lcross@calderwoodharkness.com
Robert Jansen, Lead Associate, Tax Direct: (202) 555-7432
Email: rjansen@calderwoodharkness.com
We thank you in advance for your attention to this matter and look forward to your prompt response.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006
cc:
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. Organizational chart of existing Luxembourg fund structure (pre-reorganization)
2. Organizational chart of target post-reorganization structure
3. Step transaction diagram (Steps 3, 4, and 5)
4. Summary term sheet of the reorganization
5. Contact list for all advisors involved in the reorganization
Target Date | Action
August 1, 2025 | Luxembourg tax memorandum/opinion delivered to Calderwood & Harkness
September 1, 2025 | Draft partner resolutions for both SCSps circulated to engagement team
September 15, 2025 | Draft CSSF notifications prepared; Luxembourg law confirmation on in-kind distributions delivered
October 1, 2025 | Draft RCS filings (dissolution publication, liquidator appointment) prepared for both SCSps
October 15, 2025 | Step 3: Fund IV-B Lux contributes all portfolio assets to Consolidated Master Fund LP
November 1, 2025 | Step 4: Fund V-B Lux contributes all portfolio assets to Consolidated Master Fund LP
December 1, 2025 | Step 5: Target effective date for dissolution of Fund IV-B Lux and Fund V-B Lux; distribution of Consolidated Master Fund LP interests to limited partners

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