WIRE TRANSFER CONFIRMATION — IRS USER FEE PAYMENT
Internal Administrative Record — Attorney-Client Privileged / Work Product
DOCUMENT CLASSIFICATION: Internal Administrative Record — Attorney-Client Privileged / Work Product
Section 1: Purpose of Payment
This document serves as Calderwood & Harkness LLP's internal record confirming the wire transfer of the Internal Revenue Service ("IRS") user fee in connection with the private letter ruling ("PLR") request to be submitted on behalf of Solara Digital Infrastructure LP (EIN: 82-4917366) ("Solara" or "SDILP") and its affiliated fund entities, as more fully identified in Section 2 below. This confirmation is being prepared contemporaneously with the execution of the wire transfer and is intended to memorialize the payment details for purposes of the firm's engagement records, client billing, and compliance with the firm's internal disbursement authorization policies.
The PLR request to which this user fee payment relates concerns the proposed cross-border reorganization of Solara's existing fund platform (the "Reorganization"). The Reorganization involves, among other things, the domestication and merger of certain Cayman Islands and Luxembourg fund vehicles currently operating within the Solara fund family into Solara Consolidated Master Fund LP, a newly established Delaware limited partnership that will serve as the consolidated master fund vehicle following the completion of the Reorganization. The PLR request seeks rulings under various provisions of the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations relating to the tax-free treatment of the proposed Reorganization transactions, including the characterization of certain cross-border entity conversions, the treatment of partnership interests exchanged in connection with the mergers, and the preservation of certain tax attributes of the predecessor fund entities.
The user fee for this PLR request is required under Revenue Procedure 2025-1, as published in Internal Revenue Bulletin 2025-1, and specifically under the Schedule of User Fees set forth in Appendix A thereto. The applicable fee category is for ruling requests involving multiple entities with combined assets exceeding $50 million. Based on the combined net asset value of the Solara fund entities involved in the Reorganization, which is estimated to be approximately $3.7 billion as of the most recent valuation date, the applicable user fee is $38,000.
The total user fee amount remitted to the United States Treasury in connection with this PLR request is $38,000.00 (thirty-eight thousand dollars and no cents).
Section 2: Taxpayer / Client Information
2.1 Primary Client
2.2 Client Contacts for Billing Purposes
The following individuals have been designated by the client as the primary contacts for billing and financial matters relating to this engagement:
• Douglas Wexford, Chief Financial Officer, Solara Digital Infrastructure LP
• Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP
All billing correspondence and disbursement reimbursement documentation should be directed to both Mr. Wexford and Mr. Dalmqvist at the client address set forth above, unless otherwise instructed by the client.
2.3 Additional Entities Covered by the PLR Request
In addition to the primary client, the PLR request covers the following affiliated fund entities, each of which is a party to, or will be formed in connection with, the proposed Reorganization. All entities are listed below together with their respective Employer Identification Numbers:
With respect to the entities noted above as "to be formed," it is expected that formation documents will be filed and EINs will be obtained prior to the consummation of the Reorganization. The PLR request includes representations regarding the anticipated formation and organizational characteristics of these entities and seeks prospective rulings concerning their treatment under the applicable provisions of the Internal Revenue Code.
Section 3: Wire Transfer Details
3.1 Payment Amount
The payment amount of $38,000.00 corresponds to the full user fee required under Revenue Procedure 2025-1, Appendix A, for the category of ruling request applicable to this matter. No partial payment, installment arrangement, or fee reduction has been requested or approved by the IRS in connection with this submission.
3.2 Date of Wire Initiation and Settlement
The wire transfer was initiated on the morning of August 13, 2025, through Calderwood & Harkness LLP's operating account maintained at Graystone Trust Company, N.A. The wire was transmitted via the Fedwire Funds Service and was confirmed as settled by Graystone Trust Company, N.A. on the same business day. Settlement confirmation was received electronically by the firm's Accounting Department at approximately 2:47 p.m. Eastern Time on August 13, 2025.
3.3 Originating Bank and Account Information
The originating account is Calderwood & Harkness LLP's primary operating account used for firm disbursements, including the payment of filing fees, court costs, and other client-reimbursable expenses incurred in the ordinary course of client engagements.
3.4 Beneficiary / Receiving Bank Information
The wire transfer was directed to the United States Treasury's general account at the Federal Reserve Bank of New York, in accordance with the payment instructions published by the IRS for user fee remittances associated with private letter ruling requests. The reference line was prepared to include sufficient identifying information to permit the IRS to match the payment to the corresponding PLR submission.
3.5 Wire Confirmation Numbers
The bank wire reference number was assigned by Graystone Trust Company, N.A. upon initiation of the wire transfer. The Fedwire Input Message Accountability Data ("IMAD") reference number was generated by the Federal Reserve's Fedwire Funds Service upon acceptance and processing of the transfer. Both reference numbers have been recorded in the firm's wire transfer log and are available for reconciliation and audit purposes.
3.6 Wire Status
The wire transfer has been confirmed as fully settled. No error, reversal, or recall has been reported as of the date of this record. A copy of the electronic settlement confirmation received from Graystone Trust Company, N.A. has been saved to the engagement file and is available for review.
Section 4: Authorization and Approval
The wire transfer described in this confirmation was authorized by Sylvia Hartwell, Billing Partner, in her capacity as the billing partner on Engagement No. 20250527-SDILP-PLR. Ms. Hartwell provided written authorization for the disbursement via the firm's electronic disbursement approval system on August 12, 2025, following a review of the applicable IRS fee schedule and confirmation that the correct user fee amount had been determined.
Internal approval for the wire transfer was obtained in accordance with Calderwood & Harkness LLP's Disbursement Authorization Policy for Client-Reimbursable Expenses (Firm Policy No. DA-2024-07, as amended effective January 1, 2025). Under that policy, all client-reimbursable disbursements in excess of $10,000 require the prior written approval of the billing partner and must be documented in the engagement file with a completed Disbursement Authorization Form (Form DA-1). The completed Form DA-1 for this wire transfer has been executed by Ms. Hartwell and filed in the engagement record.
The $38,000 IRS user fee is a client-reimbursable disbursement under the terms of the engagement letter dated May 12, 2025, between Calderwood & Harkness LLP and Solara Digital Infrastructure LP. Specifically, Section 4(b) of the engagement letter provides that the client shall reimburse the firm for all out-of-pocket costs and disbursements reasonably incurred in connection with the engagement, including but not limited to government filing fees, court costs, and regulatory user fees. The user fee will be invoiced to Solara Digital Infrastructure LP as part of the estimated $85,000 in total disbursements projected for the PLR engagement. This estimate was communicated to the client in the engagement letter and reaffirmed in the project budget memorandum dated June 3, 2025.
For the avoidance of doubt, the IRS user fee is a pass-through disbursement and is not subject to the blended hourly rate applicable to the engagement. The engagement is billed at a blended hourly rate of $1,175 per hour for professional services; the $38,000 user fee is invoiced to the client at cost, without markup, in accordance with the firm's standard billing practices and the terms of the engagement letter.
Section 5: Responsible Accounting Contact
The following individual in Calderwood & Harkness LLP's Accounting Department is the responsible contact for all matters relating to the processing, confirmation, and reconciliation of this wire transfer:
Ms. Hwang processed the wire request submitted by the Tax practice group on August 12, 2025, coordinated the transmission of payment instructions to Graystone Trust Company, N.A., and obtained the electronic settlement confirmation from Graystone Trust Company, N.A. on August 13, 2025. Ms. Hwang has confirmed that the wire transfer has been properly recorded in the firm's accounts payable system and allocated to Engagement No. 20250527-SDILP-PLR for purposes of client billing and disbursement reimbursement.
Any questions regarding the wire transfer, including requests for duplicate copies of the settlement confirmation or reconciliation inquiries, should be directed to Ms. Hwang at the contact information set forth above.
Section 6: Accompanying IRS Submission Documents
This wire transfer confirmation is being maintained in the engagement file alongside the following related documents pertaining to the PLR request and the IRS submission package. Together, these documents constitute the complete record of the user fee payment and the PLR filing:
1. IRS User Fee Payment Transmittal Letter — Cover letter from Calderwood & Harkness LLP to the Internal Revenue Service accompanying the $38,000.00 user fee payment, referencing Revenue Procedure 2025-1 and identifying the taxpayer as Solara Digital Infrastructure LP (EIN: 82-4917366). The transmittal letter provides wire transfer details to facilitate matching of the payment to the ruling request submission.
2. PLR Submission Transmittal Letter — Formal cover letter accompanying the complete PLR request package to be submitted to the IRS on August 15, 2025, identifying the taxpayer, the subject matter of the ruling request, the applicable Code sections, and the responsible Calderwood & Harkness attorneys.
3. PLR Request — Execution Version — The final, executed version of the private letter ruling request, signed by Viktor Raines in his capacity as Managing Partner and Founder of Solara Digital Infrastructure LP.
4. IRS Form 2848 — Power of Attorney and Declaration of Representative — Executed by Viktor Raines on behalf of Solara Digital Infrastructure LP, designating Leonard Cross (Calderwood & Harkness LLP, 1900 K Street NW, Suite 1100, Washington, DC 20006) as the taxpayer's authorized representative before the IRS.
5. IRS Form 2848 — Power of Attorney and Declaration of Representative — Executed by Viktor Raines on behalf of Solara Digital Infrastructure LP, designating Sylvia Hartwell (Calderwood & Harkness LLP, 600 Lexington Avenue, 38th Floor, New York, NY 10022) as an additional authorized representative before the IRS.
6. Penalties of Perjury Declaration — Declaration signed by Viktor Raines under penalties of perjury, as required by Revenue Procedure 2025-1, attesting to the accuracy and completeness of the facts and representations set forth in the PLR request.
7. PLR Exhibits A through E — Supporting exhibits to the PLR request, including organizational charts, transaction flow diagrams, pro forma partnership agreement provisions, financial projections, and summaries of applicable foreign law.
The complete PLR request package, inclusive of the foregoing documents, is to be submitted to the IRS at the following address:
Internal Revenue Service
Attn: CC:INTL
1111 Constitution Avenue NW Washington, DC 20224
The PLR request is being submitted to the Office of the Associate Chief Counsel (International) ("CC:INTL") as the primary jurisdictional office, given that the Reorganization involves cross-border entity conversions, the domestication of foreign-organized fund vehicles, and the application of various international tax provisions of the Code. The Office of the Associate Chief Counsel (Passthroughs & Special Industries) ("CC:PSI") has been identified as the secondary jurisdictional office, as the Reorganization also raises issues relating to the tax treatment of partnerships and the application of subchapter K of the Code. The PLR Submission Transmittal Letter identifies both offices and requests that CC:INTL coordinate with CC:PSI as appropriate during the review of the ruling request.
Section 7: Rev. Proc. 2025-1 Fee Schedule Reference
The user fee amount of $38,000.00 was determined by reference to Revenue Procedure 2025-1, 2025-1 I.R.B. 1, Appendix A — Schedule of User Fees. The applicable fee category under the Schedule of User Fees is for ruling requests involving multiple entities with combined assets exceeding $50 million. As noted above, the combined net asset value of the Solara fund entities covered by the PLR request is estimated to be approximately $3.7 billion, which substantially exceeds the $50 million threshold.
The applicable user fee amount per the published schedule is $38,000.00.
The correct fee amount was initially determined by Robert Jansen, Lead Associate (Washington, D.C. Office), based on his review of the published fee schedule and the relevant financial data provided by the client. The fee determination was subsequently verified by Leonard Cross, Responsible Partner (Washington, D.C. Office), who confirmed that the $38,000.00 fee category applies to the facts and circumstances of this PLR request. No reduced fee, fee waiver, or alternative fee arrangement has been requested from or approved by the IRS in connection with this submission.
Calderwood & Harkness LLP has confirmed that no additional user fee or supplemental payment is required under the current fee schedule for the initial submission of this PLR request. In the event that the IRS requires a supplemental submission, conference, or amended ruling request that triggers an additional or modified user fee under the applicable revenue procedure, such fee will be addressed separately at that time.
Section 8: File Copy and Distribution
Copies of this wire transfer confirmation have been filed and distributed as follows:
An additional copy of this wire transfer confirmation will be transmitted to the client — specifically, to Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP — together with the next monthly invoice issued by the firm for this engagement, as supporting documentation for the $38,000.00 disbursement reimbursement. The copy transmitted to the client will be accompanied by a brief cover memorandum explaining the nature of the disbursement and referencing the applicable provisions of the engagement letter.
All copies of this document, whether maintained in the firm's engagement file or distributed to attorneys and staff involved in the engagement, are subject to the attorney-client privilege and the work product doctrine. This document should not be disclosed to any third party without the prior written consent of the responsible partner or in accordance with the firm's document retention and privilege protocols.
Section 9: Preparer Attestation and Approval
I, Garrett Simmons, confirm that the information set forth in this wire transfer confirmation is accurate and complete to the best of my knowledge as of the date indicated below. The wire transfer details contained herein were obtained from the electronic settlement confirmation provided by Graystone Trust Company, N.A. and verified against the firm's wire transfer log and the Accounting Department's records.
Prepared by:
________________________________________
Garrett Simmons Working Associate, Tax Calderwood & Harkness LLP
Date: August 13, 2025
I, Sylvia Hartwell, have reviewed this wire transfer confirmation and confirm that the wire transfer described herein was authorized by me in my capacity as Billing Partner for Engagement No. 20250527-SDILP-PLR, in accordance with Calderwood & Harkness LLP's Disbursement Authorization Policy for Client-Reimbursable Expenses.
Reviewed and Approved by:
________________________________________
Sylvia Hartwell Billing Partner, Tax Calderwood & Harkness LLP
Date: August 13, 2025
PRIVILEGED AND CONFIDENTIAL — INTERNAL CALDERWOOD & HARKNESS LLP RECORD ATTORNEY-CLIENT PRIVILEGE / WORK PRODUCT DOCTRINE Engagement No. 20250527-SDILP-PLR
| Firm: | Calderwood & Harkness LLP |
| Office: | Washington, D.C. Office |
1900 K Street NW, Suite 1100
Washington, DC 20006
| Engagement Number: | 20250527-SDILP-PLR |
| Matter Name: | Solara Digital Infrastructure LP — Private Letter Ruling Request (Cross-Border Fund-Platform Reorganization) |
| Date of Record: | August 13, 2025 |
| Prepared By: | Garrett Simmons, Working Associate, Tax (New York Office) |
| Reviewed By: | Sylvia Hartwell, Billing Partner, Tax (New York Office) |
| Client Full Legal Name: | Solara Digital Infrastructure LP |
| Client Short Name: | Solara / SDILP |
| Employer Identification Number (EIN): | 82-4917366 |
| Client Address: | 1200 Market Street, Suite 3400, Wilmington, DE 19801 |
| General Partner: | Solara Digital Infrastructure GP LLC (EIN: 82-4917365) |
| Authorized Signatory for PLR Request: | Viktor Raines, Managing Partner & Founder, Solara Digital Infrastructure LP |
| Entity | EIN |
| Solara Digital Partners Fund IV LP | 85-2103748 |
| Solara Digital Partners Fund IV-A (Cayman) LP | 98-6241503 |
| Solara Digital Partners Fund IV-B (Luxembourg) SCSp | 98-6241571 |
| Solara Digital Partners Fund V LP | 88-3467219 |
| Solara Digital Partners Fund V-A (Cayman) LP | 98-7891234 |
| Solara Digital Partners Fund V-B (Luxembourg) SCSp | 98-7891267 |
| Solara Consolidated Master Fund LP | To be formed; EIN to be obtained |
| Solara Consolidated Master Fund GP LLC | To be formed; EIN to be obtained |
| Solara International Feeder (Cayman) LP | To be formed; EIN to be obtained |
| Solara Tax-Exempt Feeder (Cayman) LP | To be formed; EIN to be obtained |
| Amount: | $38,000.00 |
| Amount (Written): | Thirty-eight thousand dollars and no cents |
| Currency: | United States Dollars (USD) |
| Date Wire Initiated: | August 13, 2025 | |
| Date Wire Confirmed as Settled: | August 13, 2025 (same business day settlement) | |
| Originating Bank: | Graystone Trust Company, N.A. | |
| Originating Bank Address: | 399 Park Avenue, New York, NY 10022 | |
| Originating Account Name: | Calderwood & Harkness LLP — Operating Account | |
| Originating Account Number: | **7842 (redacted for security) | |
| Originating Bank ABA/Routing Number: | 021-XXXXXX (redacted for security) | |
| Beneficiary Name: | United States Treasury / Internal Revenue Service | |
| Receiving Bank: | Federal Reserve Bank of New York (Treasury General Account) | |
| Receiving Bank ABA/Routing Number: | 021030004 | |
| Beneficiary Account Number: | 20092900 (IRS User Fee Receipt Account) | |
| Reference / Memo Line: | "IRS User Fee — PLR Request — Solara Digital Infrastructure LP — EIN 82-4917366 — Rev. Proc. 2025-1" | |
| Bank Wire Reference / Confirmation Number: | FWT-2025-08130947-GST | |
| Federal Reference Number (Fedwire IMAD): | 20250813MMQFMP03002847 | |
| Status: | Confirmed / Settled | |
| Settlement Date: | August 13, 2025 | |
| Name: | Patricia Hwang | |
| Title: | Senior Billing Coordinator | |
| Firm: | Calderwood & Harkness LLP | |
| Office: | 600 Lexington Avenue, 38th Floor, New York, NY 10022 | |
| Phone: | (212) 555-0148 | |
| Email: | phwang@calderwoodharkness.com | |
| Recipient | Copy Type | Office / Location |
| Engagement File, Matter No. 20250527-SDILP-PLR | Original | Firm Document Management System |
| Leonard Cross, Responsible Partner | Copy | Washington, D.C. Office |
| Sylvia Hartwell, Billing Partner | Copy | New York Office |
| Robert Jansen, Lead Associate | Copy | Washington, D.C. Office |
| Garrett Simmons, Working Associate | Copy | New York Office |
| Patricia Hwang, Senior Billing Coordinator, Accounting Department | Copy | New York Office |