CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE — DRAFT FOR REVIEW
INTERNAL COVER MEMORANDUM
Filing and Submission Notes — Not Part of Form
This memorandum accompanies the draft Form 2848 (Power of Attorney and Declaration of Representative) prepared in connection with the private letter ruling request to be submitted on behalf of Solara Digital Infrastructure LP and affiliated fund entities. The following notations are for internal use by Calderwood & Harkness LLP and authorized in-house personnel of the Solara fund platform only. This page should not be included in the filing package transmitted to the Internal Revenue Service.
Filing Destination: This Form 2848 is to be included in the PLR request submission package mailed to:
Internal Revenue Service
Attn: CC:INTL
1111 Constitution Avenue NW Washington, DC 20224
Target Submission Date: August 15, 2025
Additional Representative: A separate Form 2848 has been prepared designating Sylvia Hartwell (Calderwood & Harkness LLP, 600 Lexington Avenue, 38th Floor, New York, NY 10022) as additional authorized representative for the same taxpayer entities and the same tax matters described herein. That separate Form 2848 should be submitted concurrently with this form as part of the same PLR request package.
Engagement Number: 20250527-SDILP-PLR
Distribution of Copies: Copies of the executed Form 2848 are to be retained in the Calderwood & Harkness LLP matter files (both the Washington, D.C. and New York offices) and provided to the following Solara in-house personnel:
• Priya Narasimhan, General Counsel, Solara Digital Infrastructure GP LLC
• Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure GP LLC
Signature Coordination: All signature pages must be executed by Viktor Raines in his various capacities on behalf of each of the eight taxpayer entities prior to August 15, 2025. Counsel should coordinate with Ms. Narasimhan to arrange for execution by Mr. Raines, who may execute all eight signature blocks in a single signing session. Wet-ink originals are preferred; however, electronic signatures are acceptable pursuant to IRS interim guidance on the use of electronic signatures for certain forms, provided counsel confirms that such guidance remains in effect at the time of execution.
Department of the Treasury — Internal Revenue Service
Form 2848
Power of Attorney and Declaration of Representative
(Rev. January 2021)
OMB No. 1545-0150
▸ Go to www.irs.gov/Form2848 for instructions and the latest information.
Part I — Power of Attorney
CAUTION: A separate Form 2848 should be completed for each taxpayer entity. Because the taxpayers identified herein are related entities involved in a single integrated transaction that is the subject of a private letter ruling request, and because the IRS permits the use of a single Form 2848 with a continuation sheet in such circumstances, this form and the attached continuation sheet cover eight (8) related taxpayer entities. See the attached Continuation Sheet to Form 2848 for taxpayer entities 3 through 8.
Line 1 — Taxpayer Information
(Taxpayer(s) must sign and date this form on page 2, Part I)
Taxpayer Entry 1:
Taxpayer Entry 2:
(See attached Continuation Sheet for Taxpayer Entries 3 through 8.)
Line 2 — Representative(s)
The taxpayer(s) identified on Line 1 (and on the attached Continuation Sheet) hereby appoint(s) the following individual as representative and attorney-in-fact, and authorize(s) such individual to receive and inspect confidential tax information and to perform any and all acts that the taxpayer(s) can perform with respect to the tax matters described on Line 4, for the years or periods specified therein:
Representative 1:
Line 3 — Acts Authorized
The representative named on Line 2 is authorized to receive and inspect confidential tax information and to perform any and all acts that the taxpayer(s) can perform with respect to the tax matters described on Line 4 below, including but not limited to the authority to sign agreements, consents, waivers, or other documents; receive (but not endorse or negotiate) refund checks; execute closing agreements pursuant to Section 7121 of the Internal Revenue Code; and otherwise represent the taxpayer(s) before the Internal Revenue Service. The following specific additional authorizations apply:
Sign returns. The representative is authorized to sign any return required or permitted to be filed in connection with the tax matters described on Line 4, to the extent such signing authority is applicable to the matter and permitted under applicable regulations.
Receive copies of notices and communications. The representative is authorized to receive copies of all notices and other communications (including but not limited to information requests, acknowledgment letters, proposed determination letters, and the final ruling letter) that the Internal Revenue Service sends to the taxpayer(s) with respect to the tax matters described on Line 4.
Substitute or add representatives. The representative is not authorized to substitute another representative or add additional representatives. (A separate Form 2848 has been filed designating Sylvia Hartwell as an additional authorized representative for the same taxpayers and tax matters described herein.)
Specific Grant of Authority. This power of attorney is granted in connection with a private letter ruling request to be submitted to the Office of the Associate Chief Counsel (International) (CC:INTL) and the Office of the Associate Chief Counsel (Passthroughs & Special Industries) (CC:PSI) of the Internal Revenue Service regarding the tax treatment of a cross-border fund-platform reorganization involving the above-named taxpayers. The representative is specifically authorized to communicate directly with attorneys and other personnel of CC:INTL and CC:PSI, to attend pre-submission conferences and any subsequent conferences held in connection with the ruling request, to submit supplemental information and legal memoranda, to respond to all inquiries from the Internal Revenue Service related to the ruling request, and to receive the final ruling letter on behalf of the taxpayer(s).
Line 4 — Tax Matters
The power of attorney is granted with respect to the following federal tax matters:
Specific Description of Matters. The representative is authorized to act on behalf of the above-named taxpayers in all matters related to the Private Letter Ruling Request submitted to the Internal Revenue Service, Attn: CC:INTL, 1111 Constitution Avenue NW, Washington, DC 20224, concerning the proposed reorganization of the Solara Digital Infrastructure LP fund platform, including the contribution of portfolio assets by four offshore fund vehicles to Solara Consolidated Master Fund LP (a Delaware limited partnership to be formed), the dissolution of legacy offshore vehicles, and the migration of limited partners to new feeder structures. The representative is authorized to attend pre-submission conferences, submit supplemental information, respond to IRS inquiries, and receive the final ruling letter. This authorization encompasses all issues and sub-issues that may arise in connection with the ruling request, including any issues related to the application of Subchapter K of the Internal Revenue Code (sections 701 through 777), the international tax provisions of the Code (including sections 367, 897, 1446, and related regulations), entity classification under Treas. Reg. § 301.7701-3, and any ancillary or related matters identified by the Internal Revenue Service during its review of the ruling request. The authorization also extends to any supplemental, amended, or withdrawn ruling requests that may be filed in connection with the same transaction or series of related transactions.
Line 5 — Retention/Revocation of Prior Power(s) of Attorney
The filing of this power of attorney does not revoke any prior power(s) of attorney on file with the Internal Revenue Service for the taxpayer(s) identified herein, unless specifically indicated below. If a prior power of attorney is on file with the IRS for the same tax matters and the same taxpayer(s), this Form 2848 will revoke such prior power of attorney unless the box below is checked.
CHECK HERE if the filing of this power of attorney does NOT revoke existing power(s) of attorney previously filed with the Internal Revenue Service for the same tax matters.
(To be determined based on whether prior Forms 2848 are on file with the IRS for any of the taxpayer entities listed herein. Counsel to confirm with Solara in-house tax team prior to execution.)
Line 6 — Taxpayer Signature(s)
Note: Viktor Raines signs on behalf of each entity in his capacity as the authorized officer or signatory of the respective general partner entity. Solara Digital Infrastructure GP LLC serves as the general partner of the Delaware limited partnerships. Solara Offshore GP Ltd. serves as the general partner of the Cayman Islands limited partnerships. Solara Luxembourg Management S.à r.l. serves as the general partner (gérant commandité) of the Luxembourg special limited partnerships (SCSp entities).
For Solara Digital Infrastructure LP (EIN 82-4917366):
Signature: ________
Print Name: Viktor Raines
Title: Managing Partner, Solara Digital Infrastructure GP LLC, as General Partner of Solara Digital Infrastructure LP
Date: ________
For Solara Digital Infrastructure GP LLC (EIN 82-4917365):
Signature: ________
Print Name: Viktor Raines
Title: Manager, Solara Digital Infrastructure GP LLC
Date: ________
For Solara Digital Partners Fund IV LP (EIN 85-2103748):
Signature: ________
Print Name: Viktor Raines
Title: Managing Partner, Solara Digital Infrastructure GP LLC, as General Partner of Solara Digital Partners Fund IV LP
Date: ________
For Solara Digital Partners Fund IV-A (Cayman) LP (EIN 98-6241503):
Signature: ________
Print Name: Viktor Raines
Title: Authorized Signatory, Solara Offshore GP Ltd., as General Partner of Solara Digital Partners Fund IV-A (Cayman) LP
Date: ________
For Solara Digital Partners Fund IV-B (Luxembourg) SCSp (EIN 98-6241571):
Signature: ________
Print Name: Viktor Raines
Title: Authorized Signatory, Solara Luxembourg Management S.à r.l., as General Partner (gérant commandité) of Solara Digital Partners Fund IV-B (Luxembourg) SCSp
Date: ________
For Solara Digital Partners Fund V LP (EIN 88-3467219):
Signature: ________
Print Name: Viktor Raines
Title: Managing Partner, Solara Digital Infrastructure GP LLC, as General Partner of Solara Digital Partners Fund V LP
Date: ________
For Solara Digital Partners Fund V-A (Cayman) LP (EIN 98-7891234):
Signature: ________
Print Name: Viktor Raines
Title: Authorized Signatory, Solara Offshore GP Ltd., as General Partner of Solara Digital Partners Fund V-A (Cayman) LP
Date: ________
For Solara Digital Partners Fund V-B (Luxembourg) SCSp (EIN 98-7891267):
Signature: ________
Print Name: Viktor Raines
Title: Authorized Signatory, Solara Luxembourg Management S.à r.l., as General Partner (gérant commandité) of Solara Digital Partners Fund V-B (Luxembourg) SCSp
Date: ________
Part II — Declaration of Representative
Under penalties of perjury, I declare that:
I am not currently suspended or disbarred from practice before the Internal Revenue Service;
I am subject to regulations contained in Circular 230 (31 CFR, Subtitle A, Part 10), as amended, governing practice before the Internal Revenue Service;
I am aware of regulations contained in Circular 230 (31 CFR, Subtitle A, Part 10), as amended, governing the authority to practice before the Internal Revenue Service;
I am authorized to represent the taxpayer(s) identified in Part I for the tax matter(s) specified therein; and
I am one of the following:
Designation: (a) — Attorney
I, Leonard Cross, am a member in good standing of the bar of the highest court of the following jurisdiction(s): (To be completed — state bar admission details, including jurisdiction(s) and bar registration number(s)).
I hereby declare that I have been duly authorized to represent the taxpayer(s) identified in Part I of this form and on the attached Continuation Sheet, and that I have read the power of attorney and am authorized to act in accordance with its terms. I understand that, if I am disbarred or suspended from practice before the Internal Revenue Service, the authority granted by this power of attorney will be revoked.
Representative Signature block:
Signature: ________
Print Name: Leonard Cross
Date: ________
Licensing Jurisdiction: ________ (To be completed — state(s) of bar admission)
Continuation Sheet to Form 2848
Power of Attorney and Declaration of Representative
Department of the Treasury — Internal Revenue Service
This Continuation Sheet is attached to and forms part of IRS Form 2848 (Power of Attorney and Declaration of Representative) filed by Solara Digital Infrastructure LP (EIN 82-4917366) as the primary taxpayer identified on the face of the form. The tax matters, representative designation, acts authorized, and all other information set forth on the primary Form 2848 apply equally to each taxpayer listed on this Continuation Sheet.
Cross-Reference: This Continuation Sheet supplements Line 1 of the primary Form 2848 by identifying additional taxpayer entities (Taxpayer Entries 3 through 8) that are parties to the private letter ruling request described on Lines 3 and 4 of the primary form. The representative identified on Line 2 of the primary form (Leonard Cross, Calderwood & Harkness LLP) is hereby designated as the authorized representative for each of the taxpayer entities listed below, with the same scope of authority as set forth on the primary Form 2848.
Additional Taxpayer Information (Line 1 — Continued)
Taxpayer Entry 3:
Taxpayer Entry 4:
Taxpayer Entry 5:
Taxpayer Entry 6:
Taxpayer Entry 7:
Taxpayer Entry 8:
Confirmation of Scope
The tax matters, representative designation, acts authorized, retention/revocation elections, and all other terms and conditions set forth on the primary Form 2848 filed by Solara Digital Infrastructure LP (EIN 82-4917366) and Solara Digital Infrastructure GP LLC (EIN 82-4917365) apply with equal force and effect to each of the six additional taxpayer entities identified on this Continuation Sheet (Taxpayer Entries 3 through 8). Without limiting the generality of the foregoing, the representative identified on Line 2 of the primary Form 2848 (Leonard Cross, Calderwood & Harkness LLP, 1900 K Street NW, Suite 1100, Washington, DC 20006) is authorized to act on behalf of each such additional taxpayer entity in connection with the private letter ruling request described on Lines 3 and 4 of the primary Form 2848, including the authority to receive and inspect confidential tax information, attend pre-submission conferences, submit supplemental information and legal memoranda, respond to inquiries from the Internal Revenue Service, and receive the final ruling letter.
Each of the additional taxpayer entities identified on this Continuation Sheet has authorized the execution of this form by Viktor Raines in his capacity as the authorized officer or signatory of the respective general partner entity, as indicated above. The signatures of Viktor Raines on behalf of each such entity appear on page 2 of the primary Form 2848 (Line 6 — Taxpayer Signature(s)).
This Continuation Sheet consists of three (3) pages and is attached to IRS Form 2848 (Rev. January 2021) filed by Solara Digital Infrastructure LP (EIN 82-4917366). Total pages filed (including primary Form 2848 and this Continuation Sheet): seven (7).
| Received by: | Function: | Date: |
| (For IRS Use Only) | (For IRS Use Only) | (For IRS Use Only) |
| Taxpayer name: | Solara Digital Infrastructure LP | |
| Taxpayer identification number (EIN): | 82-4917366 | |
| Street address: | 1200 Market Street, Suite 3400 | |
| City, State, ZIP code: | Wilmington, DE 19801 | |
| Daytime telephone number: | ( _ ) - _ | |
| Plan number (if applicable): | N/A | |
| Taxpayer name: | Solara Digital Infrastructure GP LLC | |
| Taxpayer identification number (EIN): | 82-4917365 | |
| Street address: | 1200 Market Street, Suite 3400 | |
| City, State, ZIP code: | Wilmington, DE 19801 | |
| Daytime telephone number: | ( _ ) - _ | |
| Plan number (if applicable): | N/A | |
| Name: | Leonard Cross | |
| CAF No.: | (To be completed upon IRS assignment) | |
| PTIN: | (To be completed) | |
| Telephone No.: | ( _ ) - _ (Calderwood & Harkness LLP, Washington, D.C. office) | |
| Fax No.: | ( _ ) - _ | |
| Street address: | Calderwood & Harkness LLP |
1900 K Street NW, Suite 1100
| City, State, ZIP code: | Washington, DC 20006 | ||
| Check if to be sent notices and communications: | Yes | ||
| Check if new: | Address / Telephone number | ||
| Type of Tax | Tax Form Number | Year(s) or Period(s) | Specific Tax Matter |
| Income | Form 1065 / Form 8865 | 2025 and all subsequent years until revoked | Private letter ruling request regarding the U.S. federal income tax treatment of a multi-step cross-border fund-platform reorganization, including but not limited to issues arising under IRC §§ 721(a), 721(b), 723, 731(a), 731(c), 752, 704(c), 367(a), 367(b), 1446, 897, and Treas. Reg. § 301.7701-3 |
| Other | Form 8832 | 2025 | Entity classification elections under Treas. Reg. § 301.7701-3 for newly formed entities in connection with the reorganization |
| Designation | Check | Description | |
| (a) Attorney | A member in good standing of the bar of the highest court of the jurisdiction(s) shown below. |
(b) Certified Public Accountant
(c) Enrolled Agent
(d) Officer
(e) Full-Time Employee
(f) Family Member
(g) Enrolled Actuary
(h) Unenrolled Return Preparer
(k) Qualifying Student or Law Graduate
(r) Enrolled Retirement Plan Agent
| Taxpayer name: | Solara Digital Partners Fund IV LP |
| Taxpayer identification number (EIN): | 85-2103748 |
| Entity type: | Limited Partnership (Delaware) |
| Jurisdiction of organization: | State of Delaware |
| Street address: | 1200 Market Street, Suite 3400 |
| City, State, ZIP code: | Wilmington, DE 19801 |
| Daytime telephone number: | ( _ ) - _ |
| Authorized signatory: | Viktor Raines, Managing Partner, Solara Digital Infrastructure GP LLC, as General Partner of Solara Digital Partners Fund IV LP |
| Taxpayer name: | Solara Digital Partners Fund IV-A (Cayman) LP |
| Taxpayer identification number (EIN): | 98-6241503 |
| Entity type: | Exempted Limited Partnership (Cayman Islands) |
| Jurisdiction of organization: | Cayman Islands |
| Street address: | Harborstone Corporate Services Ltd. |
P.O. Box 2714, 94 Solaris Avenue
| City, Country: | George Town, Grand Cayman KY1-1111, Cayman Islands |
| Daytime telephone number: | ( _ ) - _ |
| Authorized signatory: | Viktor Raines, Authorized Signatory, Solara Offshore GP Ltd., as General Partner of Solara Digital Partners Fund IV-A (Cayman) LP |
| Taxpayer name: | Solara Digital Partners Fund IV-B (Luxembourg) SCSp |
| Taxpayer identification number (EIN): | 98-6241571 |
| Entity type: | Special Limited Partnership (Société en commandite spéciale) (Luxembourg) |
| Jurisdiction of organization: | Grand Duchy of Luxembourg |
| Street address: | 14, rue Jean-Pierre Brasseur |
| City, Country: | L-1258 Luxembourg, Grand Duchy of Luxembourg |
| Daytime telephone number: | ( _ ) - _ |
| Authorized signatory: | Viktor Raines, Authorized Signatory, Solara Luxembourg Management S.à r.l., as General Partner (gérant commandité) of Solara Digital Partners Fund IV-B (Luxembourg) SCSp |
| Taxpayer name: | Solara Digital Partners Fund V LP |
| Taxpayer identification number (EIN): | 88-3467219 |
| Entity type: | Limited Partnership (Delaware) |
| Jurisdiction of organization: | State of Delaware |
| Street address: | 1200 Market Street, Suite 3400 |
| City, State, ZIP code: | Wilmington, DE 19801 |
| Daytime telephone number: | ( _ ) - _ |
| Authorized signatory: | Viktor Raines, Managing Partner, Solara Digital Infrastructure GP LLC, as General Partner of Solara Digital Partners Fund V LP |
| Taxpayer name: | Solara Digital Partners Fund V-A (Cayman) LP |
| Taxpayer identification number (EIN): | 98-7891234 |
| Entity type: | Exempted Limited Partnership (Cayman Islands) |
| Jurisdiction of organization: | Cayman Islands |
| Street address: | Harborstone Corporate Services Ltd. |
P.O. Box 2714, 94 Solaris Avenue
| City, Country: | George Town, Grand Cayman KY1-1111, Cayman Islands |
| Daytime telephone number: | ( _ ) - _ |
| Authorized signatory: | Viktor Raines, Authorized Signatory, Solara Offshore GP Ltd., as General Partner of Solara Digital Partners Fund V-A (Cayman) LP |
| Taxpayer name: | Solara Digital Partners Fund V-B (Luxembourg) SCSp |
| Taxpayer identification number (EIN): | 98-7891267 |
| Entity type: | Special Limited Partnership (Société en commandite spéciale) (Luxembourg) |
| Jurisdiction of organization: | Grand Duchy of Luxembourg |
| Street address: | 14, rue Jean-Pierre Brasseur |
| City, Country: | L-1258 Luxembourg, Grand Duchy of Luxembourg |
| Daytime telephone number: | ( _ ) - _ |
| Authorized signatory: | Viktor Raines, Authorized Signatory, Solara Luxembourg Management S.à r.l., as General Partner (gérant commandité) of Solara Digital Partners Fund V-B (Luxembourg) SCSp |