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DECLARATION UNDER PENALTIES OF PERJURY

In Support of Private Letter Ruling Request Filed on Behalf of Solara Digital Infrastructure LP and Related Entities

Submitted Pursuant to Rev. Proc. 2025-1 and IRC § 6065

I. Identification of Declarant

I, Viktor Raines, am over the age of eighteen (18) years, being fifty-two (52) years of age, and am competent to make this declaration. I am the Managing Partner and Founder of Solara Digital Infrastructure GP LLC, a Delaware limited liability company (Employer Identification Number: 82-4917365), with its principal place of business at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. In such capacity, I serve as the authorized officer and manager of Solara Digital Infrastructure GP LLC, which in turn serves as the sole general partner of Solara Digital Infrastructure LP (Employer Identification Number: 82-4917366), a Delaware limited partnership organized and existing under the Delaware Revised Uniform Limited Partnership Act (the "Partnership").

I have personal knowledge of the facts set forth in the accompanying private letter ruling request (the "Ruling Request") and its accompanying exhibits and schedules, or, where I do not have direct personal knowledge of specific facts, I have made due inquiry of persons within the Solara organization and its professional advisors who do possess such knowledge, including the Partnership's Chief Financial Officer, Controller, General Counsel, and external tax counsel. Based on such personal knowledge and due inquiry, I am satisfied that the statements of fact and representations contained in the Ruling Request are true, correct, and complete. I am duly authorized by the governing documents of Solara Digital Infrastructure GP LLC and Solara Digital Infrastructure LP, and by the organizational documents of each of the other entities identified in Section II below, to execute this declaration on behalf of all such entities in connection with the submission of the Ruling Request to the Internal Revenue Service.

II. Identification of Taxpayer Entities Covered by the Declaration

The following sets forth a comprehensive listing of all entities for which the Ruling Request is being submitted. Each entity is identified by its full legal name, entity type, jurisdiction of organization, and Employer Identification Number (or other applicable registration number), as applicable.

A. Requesting Entity / Sponsor

The Ruling Request is being submitted on behalf of the following sponsor-level entities, which serve as the principal requesting taxpayers:

Solara Digital Infrastructure LP is the primary requesting taxpayer and the sponsor entity through which the Solara fund platform is organized and managed. Solara Digital Infrastructure GP LLC serves as the sole general partner of Solara Digital Infrastructure LP and is the entity through which management authority over the Partnership is exercised.

B. Existing Fund Vehicles (Being Reorganized)

The Ruling Request relates to the proposed reorganization of the following existing fund vehicles, each of which currently holds portfolio investments in digital infrastructure assets and is a party to, or will be directly affected by, the proposed multi-step reorganization transaction described in the Ruling Request:

Each of the foregoing entities has been classified as a partnership for U.S. federal income tax purposes since its date of formation. The Cayman Islands exempted limited partnerships are treated as foreign partnerships under Treasury Regulations Section 301.7701-3, and the Luxembourg special limited partnerships (sociétés en commandite spéciale) are likewise treated as foreign partnerships for U.S. federal income tax purposes. Each of the domestic limited partnerships is a domestic partnership within the meaning of IRC § 7701(a)(4). All six fund vehicles are currently in their investment or harvest periods and hold active portfolio investments as of the date of this declaration.

C. General Partners of Offshore Vehicles

The following entities serve as the general partners of the offshore fund vehicles identified in Section II.B above and are parties to, or will be directly affected by, the proposed reorganization:

For completeness, the Luxembourg Registre de Commerce et des Sociétés ("RCS") numbers for the Luxembourg entities that are parties to the proposed reorganization are as follows:

• Solara Luxembourg Management S.à r.l. — RCS B 248194

• Solara Digital Partners Fund IV-B (Luxembourg) SCSp — RCS B 248193

• Solara Digital Partners Fund V-B (Luxembourg) SCSp — RCS B 271056

Solara Offshore GP Ltd. is a wholly owned subsidiary of Solara Digital Infrastructure GP LLC. Solara Luxembourg Management S.à r.l. is likewise a wholly owned subsidiary of Solara Digital Infrastructure GP LLC. Both entities have been classified as disregarded entities of Solara Digital Infrastructure GP LLC for U.S. federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(2)(i) since their respective dates of formation.

D. Newly Formed Entities (Post-Reorganization)

As described in the Ruling Request, the proposed reorganization contemplates the formation of the following new entities, which will serve as the consolidated fund structure following completion of the reorganization:

Employer Identification Numbers for each of the newly formed entities listed above have not yet been obtained. Applications for EINs will be submitted to the Internal Revenue Service upon formation of each such entity. The target formation date for all newly formed entities is September 15, 2025, which is in advance of the target effective date of December 1, 2025 for the proposed reorganization transaction. Each newly formed entity will be classified as a partnership for U.S. federal income tax purposes. Solara Consolidated Master Fund GP LLC will serve as the sole general partner of Solara Consolidated Master Fund LP and will be classified as a partnership (or, if it has only one owner at the relevant time, as a disregarded entity) for U.S. federal income tax purposes pursuant to the default classification rules of Treasury Regulations Section 301.7701-3.

Upon receipt of EINs for the newly formed entities, the declarant or authorized representatives identified in Section V below will promptly supplement the Ruling Request to provide such EINs to the Internal Revenue Service.

III. Description of the Ruling Request

The private letter ruling request to which this declaration relates (the "Ruling Request") is being submitted to the Internal Revenue Service, Office of the Associate Chief Counsel (International) ("CC:INTL"), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries) ("CC:PSI"). The Ruling Request is being submitted to the following address:

Internal Revenue Service

Attn: CC:INTL

1111 Constitution Avenue NW Washington, DC 20224

The Ruling Request is submitted in accordance with the procedures set forth in Revenue Procedure 2025-1 and seeks guidance from the Internal Revenue Service regarding the U.S. federal income tax treatment of a proposed multi-step cross-border reorganization of the Solara fund platform. The proposed reorganization involves the domestication and merger of the Cayman Islands and Luxembourg fund vehicles identified in Section II.B and II.C above into a newly established Delaware-domiciled master fund structure, as more fully described in the Ruling Request and its accompanying exhibits.

Specifically, the Ruling Request seeks the following eight (8) rulings from the Internal Revenue Service:

1. Ruling 1 — Tax-Free Contribution Treatment Under IRC § 721(a). That the contribution of assets and liabilities by the existing fund vehicles (including the offshore fund vehicles) to Solara Consolidated Master Fund LP in exchange for partnership interests therein will constitute a tax-free contribution governed by IRC § 721(a), and that no gain or loss will be recognized by any contributing partner or partnership on such contributions.

2. Ruling 2 — Non-Application of the Investment Company Exception Under IRC § 721(b). That the contributions described in Ruling 1 will not be subject to the investment company exception set forth in IRC § 721(b), because the Consolidated Master Fund will not constitute an "investment company" within the meaning of IRC § 351(e)(1) and Treasury Regulations Section 1.351-1(c)(1), as the transferred assets consist primarily of operating interests in digital infrastructure portfolio companies and do not constitute "stocks, securities, or other interests" of the type described in Treasury Regulations Section 1.351-1(c)(1)(ii).

3. Ruling 3 — Inapplicability of IRC § 367 to Partnership-to-Partnership Transfers. That IRC § 367 does not apply to the transfers of assets from the Cayman Islands and Luxembourg fund vehicles to the Consolidated Master Fund, because IRC § 367 by its terms applies only to exchanges described in IRC §§ 332, 351, 354, 355, 356, or 361, and the proposed contributions are governed exclusively by the partnership provisions of Subchapter K.

4. Ruling 4 — Tax-Free Distribution Treatment Under IRC § 731(a). That the liquidating distributions by the existing fund vehicles of partnership interests in the Consolidated Master Fund to the limited partners of such vehicles will be treated as tax-free distributions under IRC § 731(a), with gain recognized only to the extent that money distributed exceeds a partner's adjusted basis in its partnership interest, and that no gain or loss will be recognized on distributions of property other than money.

5. Ruling 5 — Non-Application of IRC § 731(c) Marketable Securities Provisions. That the partnership interests in the Consolidated Master Fund distributed to the limited partners of the existing fund vehicles will not be treated as "marketable securities" within the meaning of IRC § 731(c), because such interests will not be actively traded on an established securities market or readily tradable on a secondary market (or the substantial equivalent thereof), and will be subject to substantial transfer restrictions under the limited partnership agreement of the Consolidated Master Fund.

6. Ruling 6 — No Gain Recognition from IRC § 752 Liability Shifts. That the assumption of liabilities by the Consolidated Master Fund from the existing fund vehicles, and any resulting changes in partners' shares of partnership liabilities under IRC § 752, will not give rise to gain recognition under IRC § 731(a) or IRC § 752(b), because each partner's share of liabilities in the Consolidated Master Fund will be sufficient to prevent any deemed distribution of money in excess of such partner's adjusted basis in its partnership interest.

7. Ruling 7 — Carryover of IRC § 704(c) Built-In Gain Accounts and Continuation of Remedial Allocation Method. That the existing IRC § 704(c) built-in gain (and built-in loss) accounts maintained by the existing fund vehicles with respect to contributed property will carry over to the Consolidated Master Fund and will continue to be allocated among the partners of the Consolidated Master Fund under the remedial allocation method described in Treasury Regulations Section 1.704-3(d), consistent with the existing fund vehicles' prior adoption of the remedial allocation method.

8. Ruling 8 — No Withholding Under IRC § 1446(a); Proper Partnership Classification. That no withholding under IRC § 1446(a) will be required with respect to the contributions or distributions described in Rulings 1 and 4, because no effectively connected taxable income will be recognized by the foreign partners on such contributions or distributions; and that each of the newly formed entities described in Section II.D above will be properly classified as a partnership for U.S. federal income tax purposes under Treasury Regulations Section 301.7701-3.

IV. Summary of Key Facts Attested To

I hereby affirm and attest that the Ruling Request sets forth a complete and accurate description of the proposed reorganization transaction (the "Proposed Reorganization"), which consists of five (5) integrated steps with a target effective date of December 1, 2025. The five steps of the Proposed Reorganization are described in detail in the Ruling Request and are summarized in Exhibit A thereto (Transaction Step Diagram) and Exhibit B thereto (Detailed Transaction Steps Narrative).

I further affirm and attest to the following key financial facts, which are set forth in the Ruling Request and its accompanying exhibits, and which are based on the books and records of the Partnership and the fund vehicles, as well as third-party valuations and audited financial statements, as of March 31, 2025 (or such other date as specified below):

(a) As of March 31, 2025, Solara Digital Infrastructure LP and its affiliated entities manage approximately $14.7 billion in total assets under management across all fund vehicles and co-investment platforms.

(b) The total fair market value of the assets to be transferred to the Consolidated Master Fund pursuant to the Proposed Reorganization is approximately $7.75 billion. This figure is based on the most recent quarterly valuations performed by the Partnership's independent valuation advisors and is subject to adjustment based on the valuation as of the effective date of the Proposed Reorganization. Updated valuations will be provided to the Internal Revenue Service prior to or contemporaneously with the closing of the Proposed Reorganization.

(c) The total adjusted tax basis of the assets to be transferred to the Consolidated Master Fund is approximately $6.03 billion, as determined under the applicable provisions of the Internal Revenue Code and Treasury Regulations, including the provisions of IRC § 1012, IRC § 723, and IRC § 742, and as reflected on the tax returns and partnership capital account records of the contributing fund vehicles.

(d) The total aggregate net built-in gain inherent in the assets to be transferred to the Consolidated Master Fund is approximately $1.72 billion, representing the excess of the total fair market value of such assets ($7.75 billion) over the total adjusted tax basis of such assets ($6.03 billion). This aggregate built-in gain figure is further detailed on a property-by-property basis in Exhibit C to the Ruling Request (Schedule of Contributed Property and Built-In Gain).

(e) The aggregate liabilities to be assumed by the Consolidated Master Fund from the existing fund vehicles in connection with the Proposed Reorganization are approximately $1.34 billion. A detailed schedule of such liabilities, including the classification of each liability as recourse or nonrecourse for purposes of IRC § 752 and Treasury Regulations Section 1.752-1 et seq., is set forth in Exhibit D to the Ruling Request (Schedule of Assumed Liabilities).

(f) The Proposed Reorganization involves twenty-three (23) portfolio companies across the fund vehicles. Of these, eleven (11) portfolio companies are held by the Fund IV vehicles (including Fund IV LP, Fund IV-A Cayman, and Fund IV-B Luxembourg), and twelve (12) portfolio companies are held by the Fund V vehicles (including Fund V LP, Fund V-A Cayman, and Fund V-B Luxembourg). A complete listing of the portfolio companies, including the nature and percentage of the ownership interest held by each fund vehicle, is set forth in Exhibit E to the Ruling Request (Portfolio Company Summary).

I further affirm and attest that all representations of fact contained in the Ruling Request and its Exhibits A through E are true, correct, and complete to the best of my knowledge and belief after due inquiry. No representation of fact set forth in the Ruling Request or its exhibits is misleading or contains any material misstatement.

I further affirm and attest that no material facts have been omitted from the Ruling Request or its exhibits that would be relevant to, or could reasonably be expected to affect, the rulings requested therein. The Ruling Request includes a complete statement of all relevant facts relating to the Proposed Reorganization, including all facts that may be adverse to the positions taken by the requesting entities. In preparing the Ruling Request, I have worked closely with the Partnership's external tax counsel at Calderwood & Harkness LLP to ensure that all material facts and legal authorities, whether favorable or unfavorable to the positions of the requesting entities, have been fully and fairly presented to the Internal Revenue Service.

V. Identification of Authorized Representatives

I, Viktor Raines, in my capacity as Managing Partner and Founder of Solara Digital Infrastructure GP LLC, general partner of Solara Digital Infrastructure LP, have duly authorized the following individuals to represent the above-identified entities before the Internal Revenue Service in connection with the Ruling Request, as reflected in the executed IRS Forms 2848 (Power of Attorney and Declaration of Representative) filed concurrently herewith:

Leonard Cross Responsible Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-8400

Email: lcross@calderwoodharkness.com

Sylvia Hartwell Billing Partner, Tax Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 555-9200

Email: shartwell@calderwoodharkness.com

The engagement of Calderwood & Harkness LLP in connection with the Ruling Request is conducted under Calderwood & Harkness LLP engagement number 20250527-SDILP-PLR. Mr. Cross and Ms. Hartwell are each authorized to receive and inspect confidential tax information of the entities identified in Section II above, to perform acts on behalf of such entities before the Internal Revenue Service (including the execution of consents to extend the time to assess tax and the execution of closing agreements), and to receive copies of all correspondence and communications from the Internal Revenue Service relating to the Ruling Request, all as more fully set forth in the executed IRS Forms 2848.

The Internal Revenue Service is respectfully requested to direct all correspondence and communications regarding the Ruling Request to Mr. Cross at the Washington, DC address listed above, with a copy to Ms. Hartwell at the New York address listed above, and a copy to the undersigned at the address listed in Section VIII below.

VI. Declaration Under Penalties of Perjury

Under penalties of perjury, I, Viktor Raines, declare that I have examined the statements of facts and other information contained in the above-referenced private letter ruling request, including all accompanying exhibits and schedules (Exhibits A through E), and, to the best of my knowledge and belief, they are true, correct, and complete.

I further declare that, to the best of my knowledge and belief, the Ruling Request contains a complete statement of all relevant facts relating to the proposed transaction described therein, and that no material information has been omitted from the Ruling Request or its accompanying exhibits and schedules that would affect the rulings requested or the analysis of the issues presented.

I understand that this declaration is made under the penalties of perjury as provided by law, and I am aware of the penalties provided by law for making false, fictitious, or fraudulent statements, including but not limited to the penalties under IRC § 7206 (fraud and false statements), which provide for fines and imprisonment upon conviction. I further understand that the willful making of a false statement in connection with a ruling request submitted to the Internal Revenue Service may constitute a felony under IRC § 7206(1), punishable by a fine of not more than $100,000 ($500,000 in the case of a corporation) or imprisonment of not more than three (3) years, or both, together with the costs of prosecution.

This declaration is executed in accordance with the requirements of IRC § 6065 and Revenue Procedure 2025-1, Section 7.01(16), which requires that a ruling request be accompanied by a penalties of perjury declaration in the form prescribed therein.

VII. Execution

EXECUTED on this __ day of ____, 2025.

By: ________

Viktor Raines Managing Partner and Founder Solara Digital Infrastructure GP LLC, General Partner of Solara Digital Infrastructure LP

Date: ________

NOTARIZATION (If Required)

STATE OF ______ ) ) ss.: COUNTY OF ____ )

On this __ day of ____, 2025, before me personally appeared Viktor Raines, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

________________________________________

Notary Public

My Commission Expires: ____

Note: Notarization is generally not required for penalties of perjury declarations submitted in support of private letter ruling requests under Revenue Procedure 2025-1. This notarization block is included for use only if notarization is specifically requested by the Internal Revenue Service or is otherwise required by applicable firm or organizational practice.

VIII. Contact Information

All correspondence relating to the Ruling Request should be directed as follows:

To the Requesting Entity:

Viktor Raines Managing Partner Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801 Telephone: (302) 555-7100

Email: vraines@solaradigital.com

With a copy to Authorized Representatives:

Leonard Cross Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-8400

Email: lcross@calderwoodharkness.com

Sylvia Hartwell Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 555-9200

Email: shartwell@calderwoodharkness.com

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Entity Name	Entity Type	Jurisdiction	EIN
Solara Digital Infrastructure LP	Limited Partnership	Delaware	82-4917366
Solara Digital Infrastructure GP LLC	Limited Liability Company	Delaware	82-4917365
Entity Name	Entity Type	Jurisdiction	EIN
Solara Digital Partners Fund IV LP	Limited Partnership	Delaware	85-2103748
Solara Digital Partners Fund IV-A (Cayman) LP	Exempted Limited Partnership	Cayman Islands	98-6241503 (U.S.)
Solara Digital Partners Fund IV-B (Luxembourg) SCSp	Special Limited Partnership (société en commandite spéciale)	Luxembourg	98-6241571 (U.S.)
Solara Digital Partners Fund V LP	Limited Partnership	Delaware	88-3467219
Solara Digital Partners Fund V-A (Cayman) LP	Exempted Limited Partnership	Cayman Islands	98-7891234 (U.S.)
Solara Digital Partners Fund V-B (Luxembourg) SCSp	Special Limited Partnership (société en commandite spéciale)	Luxembourg	98-7891267 (U.S.)
Entity Name	Entity Type	Jurisdiction	Role	Registration No.
Solara Offshore GP Ltd.	Exempted Company	Cayman Islands	General partner of Fund IV-A (Cayman) LP and Fund V-A (Cayman) LP	N/A
Solara Luxembourg Management S.à r.l.	Société à responsabilité limitée	Luxembourg	General partner of Fund IV-B (Luxembourg) SCSp and Fund V-B (Luxembourg) SCSp	RCS B 248194
Entity Name	Entity Type	Jurisdiction	Status
Solara Consolidated Master Fund LP	Limited Partnership	Delaware	To be formed
Solara Consolidated Master Fund GP LLC	Limited Liability Company	Delaware	To be formed
Solara International Feeder (Cayman) LP	Exempted Limited Partnership	Cayman Islands	To be formed
Solara Tax-Exempt Feeder (Cayman) LP	Exempted Limited Partnership	Cayman Islands	To be formed

DECLARATION UNDER PENALTIES OF PERJURY
In Support of Private Letter Ruling Request Filed on Behalf of Solara Digital Infrastructure LP and Related Entities
Submitted Pursuant to Rev. Proc. 2025-1 and IRC § 6065
I. Identification of Declarant
I, Viktor Raines, am over the age of eighteen (18) years, being fifty-two (52) years of age, and am competent to make this declaration. I am the Managing Partner and Founder of Solara Digital Infrastructure GP LLC, a Delaware limited liability company (Employer Identification Number: 82-4917365), with its principal place of business at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. In such capacity, I serve as the authorized officer and manager of Solara Digital Infrastructure GP LLC, which in turn serves as the sole general partner of Solara Digital Infrastructure LP (Employer Identification Number: 82-4917366), a Delaware limited partnership organized and existing under the Delaware Revised Uniform Limited Partnership Act (the "Partnership").
I have personal knowledge of the facts set forth in the accompanying private letter ruling request (the "Ruling Request") and its accompanying exhibits and schedules, or, where I do not have direct personal knowledge of specific facts, I have made due inquiry of persons within the Solara organization and its professional advisors who do possess such knowledge, including the Partnership's Chief Financial Officer, Controller, General Counsel, and external tax counsel. Based on such personal knowledge and due inquiry, I am satisfied that the statements of fact and representations contained in the Ruling Request are true, correct, and complete. I am duly authorized by the governing documents of Solara Digital Infrastructure GP LLC and Solara Digital Infrastructure LP, and by the organizational documents of each of the other entities identified in Section II below, to execute this declaration on behalf of all such entities in connection with the submission of the Ruling Request to the Internal Revenue Service.
II. Identification of Taxpayer Entities Covered by the Declaration
The following sets forth a comprehensive listing of all entities for which the Ruling Request is being submitted. Each entity is identified by its full legal name, entity type, jurisdiction of organization, and Employer Identification Number (or other applicable registration number), as applicable.
A. Requesting Entity / Sponsor
The Ruling Request is being submitted on behalf of the following sponsor-level entities, which serve as the principal requesting taxpayers:
Solara Digital Infrastructure LP is the primary requesting taxpayer and the sponsor entity through which the Solara fund platform is organized and managed. Solara Digital Infrastructure GP LLC serves as the sole general partner of Solara Digital Infrastructure LP and is the entity through which management authority over the Partnership is exercised.
B. Existing Fund Vehicles (Being Reorganized)
The Ruling Request relates to the proposed reorganization of the following existing fund vehicles, each of which currently holds portfolio investments in digital infrastructure assets and is a party to, or will be directly affected by, the proposed multi-step reorganization transaction described in the Ruling Request:
Each of the foregoing entities has been classified as a partnership for U.S. federal income tax purposes since its date of formation. The Cayman Islands exempted limited partnerships are treated as foreign partnerships under Treasury Regulations Section 301.7701-3, and the Luxembourg special limited partnerships (sociétés en commandite spéciale) are likewise treated as foreign partnerships for U.S. federal income tax purposes. Each of the domestic limited partnerships is a domestic partnership within the meaning of IRC § 7701(a)(4). All six fund vehicles are currently in their investment or harvest periods and hold active portfolio investments as of the date of this declaration.
C. General Partners of Offshore Vehicles
The following entities serve as the general partners of the offshore fund vehicles identified in Section II.B above and are parties to, or will be directly affected by, the proposed reorganization:
For completeness, the Luxembourg Registre de Commerce et des Sociétés ("RCS") numbers for the Luxembourg entities that are parties to the proposed reorganization are as follows:
•  Solara Luxembourg Management S.à r.l. — RCS B 248194
•  Solara Digital Partners Fund IV-B (Luxembourg) SCSp — RCS B 248193
•  Solara Digital Partners Fund V-B (Luxembourg) SCSp — RCS B 271056
Solara Offshore GP Ltd. is a wholly owned subsidiary of Solara Digital Infrastructure GP LLC. Solara Luxembourg Management S.à r.l. is likewise a wholly owned subsidiary of Solara Digital Infrastructure GP LLC. Both entities have been classified as disregarded entities of Solara Digital Infrastructure GP LLC for U.S. federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(2)(i) since their respective dates of formation.
D. Newly Formed Entities (Post-Reorganization)
As described in the Ruling Request, the proposed reorganization contemplates the formation of the following new entities, which will serve as the consolidated fund structure following completion of the reorganization:
Employer Identification Numbers for each of the newly formed entities listed above have not yet been obtained. Applications for EINs will be submitted to the Internal Revenue Service upon formation of each such entity. The target formation date for all newly formed entities is September 15, 2025, which is in advance of the target effective date of December 1, 2025 for the proposed reorganization transaction. Each newly formed entity will be classified as a partnership for U.S. federal income tax purposes. Solara Consolidated Master Fund GP LLC will serve as the sole general partner of Solara Consolidated Master Fund LP and will be classified as a partnership (or, if it has only one owner at the relevant time, as a disregarded entity) for U.S. federal income tax purposes pursuant to the default classification rules of Treasury Regulations Section 301.7701-3.
Upon receipt of EINs for the newly formed entities, the declarant or authorized representatives identified in Section V below will promptly supplement the Ruling Request to provide such EINs to the Internal Revenue Service.
III. Description of the Ruling Request
The private letter ruling request to which this declaration relates (the "Ruling Request") is being submitted to the Internal Revenue Service, Office of the Associate Chief Counsel (International) ("CC:INTL"), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries) ("CC:PSI"). The Ruling Request is being submitted to the following address:
Internal Revenue Service
Attn: CC:INTL
1111 Constitution Avenue NW Washington, DC 20224
The Ruling Request is submitted in accordance with the procedures set forth in Revenue Procedure 2025-1 and seeks guidance from the Internal Revenue Service regarding the U.S. federal income tax treatment of a proposed multi-step cross-border reorganization of the Solara fund platform. The proposed reorganization involves the domestication and merger of the Cayman Islands and Luxembourg fund vehicles identified in Section II.B and II.C above into a newly established Delaware-domiciled master fund structure, as more fully described in the Ruling Request and its accompanying exhibits.
Specifically, the Ruling Request seeks the following eight (8) rulings from the Internal Revenue Service:
1.  Ruling 1 — Tax-Free Contribution Treatment Under IRC § 721(a). That the contribution of assets and liabilities by the existing fund vehicles (including the offshore fund vehicles) to Solara Consolidated Master Fund LP in exchange for partnership interests therein will constitute a tax-free contribution governed by IRC § 721(a), and that no gain or loss will be recognized by any contributing partner or partnership on such contributions.
2.  Ruling 2 — Non-Application of the Investment Company Exception Under IRC § 721(b). That the contributions described in Ruling 1 will not be subject to the investment company exception set forth in IRC § 721(b), because the Consolidated Master Fund will not constitute an "investment company" within the meaning of IRC § 351(e)(1) and Treasury Regulations Section 1.351-1(c)(1), as the transferred assets consist primarily of operating interests in digital infrastructure portfolio companies and do not constitute "stocks, securities, or other interests" of the type described in Treasury Regulations Section 1.351-1(c)(1)(ii).
3.  Ruling 3 — Inapplicability of IRC § 367 to Partnership-to-Partnership Transfers. That IRC § 367 does not apply to the transfers of assets from the Cayman Islands and Luxembourg fund vehicles to the Consolidated Master Fund, because IRC § 367 by its terms applies only to exchanges described in IRC §§ 332, 351, 354, 355, 356, or 361, and the proposed contributions are governed exclusively by the partnership provisions of Subchapter K.
4.  Ruling 4 — Tax-Free Distribution Treatment Under IRC § 731(a). That the liquidating distributions by the existing fund vehicles of partnership interests in the Consolidated Master Fund to the limited partners of such vehicles will be treated as tax-free distributions under IRC § 731(a), with gain recognized only to the extent that money distributed exceeds a partner's adjusted basis in its partnership interest, and that no gain or loss will be recognized on distributions of property other than money.
5.  Ruling 5 — Non-Application of IRC § 731(c) Marketable Securities Provisions. That the partnership interests in the Consolidated Master Fund distributed to the limited partners of the existing fund vehicles will not be treated as "marketable securities" within the meaning of IRC § 731(c), because such interests will not be actively traded on an established securities market or readily tradable on a secondary market (or the substantial equivalent thereof), and will be subject to substantial transfer restrictions under the limited partnership agreement of the Consolidated Master Fund.
6.  Ruling 6 — No Gain Recognition from IRC § 752 Liability Shifts. That the assumption of liabilities by the Consolidated Master Fund from the existing fund vehicles, and any resulting changes in partners' shares of partnership liabilities under IRC § 752, will not give rise to gain recognition under IRC § 731(a) or IRC § 752(b), because each partner's share of liabilities in the Consolidated Master Fund will be sufficient to prevent any deemed distribution of money in excess of such partner's adjusted basis in its partnership interest.
7.  Ruling 7 — Carryover of IRC § 704(c) Built-In Gain Accounts and Continuation of Remedial Allocation Method. That the existing IRC § 704(c) built-in gain (and built-in loss) accounts maintained by the existing fund vehicles with respect to contributed property will carry over to the Consolidated Master Fund and will continue to be allocated among the partners of the Consolidated Master Fund under the remedial allocation method described in Treasury Regulations Section 1.704-3(d), consistent with the existing fund vehicles' prior adoption of the remedial allocation method.
8.  Ruling 8 — No Withholding Under IRC § 1446(a); Proper Partnership Classification. That no withholding under IRC § 1446(a) will be required with respect to the contributions or distributions described in Rulings 1 and 4, because no effectively connected taxable income will be recognized by the foreign partners on such contributions or distributions; and that each of the newly formed entities described in Section II.D above will be properly classified as a partnership for U.S. federal income tax purposes under Treasury Regulations Section 301.7701-3.
IV. Summary of Key Facts Attested To
I hereby affirm and attest that the Ruling Request sets forth a complete and accurate description of the proposed reorganization transaction (the "Proposed Reorganization"), which consists of five (5) integrated steps with a target effective date of December 1, 2025. The five steps of the Proposed Reorganization are described in detail in the Ruling Request and are summarized in Exhibit A thereto (Transaction Step Diagram) and Exhibit B thereto (Detailed Transaction Steps Narrative).
I further affirm and attest to the following key financial facts, which are set forth in the Ruling Request and its accompanying exhibits, and which are based on the books and records of the Partnership and the fund vehicles, as well as third-party valuations and audited financial statements, as of March 31, 2025 (or such other date as specified below):
(a) As of March 31, 2025, Solara Digital Infrastructure LP and its affiliated entities manage approximately $14.7 billion in total assets under management across all fund vehicles and co-investment platforms.
(b) The total fair market value of the assets to be transferred to the Consolidated Master Fund pursuant to the Proposed Reorganization is approximately $7.75 billion. This figure is based on the most recent quarterly valuations performed by the Partnership's independent valuation advisors and is subject to adjustment based on the valuation as of the effective date of the Proposed Reorganization. Updated valuations will be provided to the Internal Revenue Service prior to or contemporaneously with the closing of the Proposed Reorganization.
(c) The total adjusted tax basis of the assets to be transferred to the Consolidated Master Fund is approximately $6.03 billion, as determined under the applicable provisions of the Internal Revenue Code and Treasury Regulations, including the provisions of IRC § 1012, IRC § 723, and IRC § 742, and as reflected on the tax returns and partnership capital account records of the contributing fund vehicles.
(d) The total aggregate net built-in gain inherent in the assets to be transferred to the Consolidated Master Fund is approximately $1.72 billion, representing the excess of the total fair market value of such assets ($7.75 billion) over the total adjusted tax basis of such assets ($6.03 billion). This aggregate built-in gain figure is further detailed on a property-by-property basis in Exhibit C to the Ruling Request (Schedule of Contributed Property and Built-In Gain).
(e) The aggregate liabilities to be assumed by the Consolidated Master Fund from the existing fund vehicles in connection with the Proposed Reorganization are approximately $1.34 billion. A detailed schedule of such liabilities, including the classification of each liability as recourse or nonrecourse for purposes of IRC § 752 and Treasury Regulations Section 1.752-1 et seq., is set forth in Exhibit D to the Ruling Request (Schedule of Assumed Liabilities).
(f) The Proposed Reorganization involves twenty-three (23) portfolio companies across the fund vehicles. Of these, eleven (11) portfolio companies are held by the Fund IV vehicles (including Fund IV LP, Fund IV-A Cayman, and Fund IV-B Luxembourg), and twelve (12) portfolio companies are held by the Fund V vehicles (including Fund V LP, Fund V-A Cayman, and Fund V-B Luxembourg). A complete listing of the portfolio companies, including the nature and percentage of the ownership interest held by each fund vehicle, is set forth in Exhibit E to the Ruling Request (Portfolio Company Summary).
I further affirm and attest that all representations of fact contained in the Ruling Request and its Exhibits A through E are true, correct, and complete to the best of my knowledge and belief after due inquiry. No representation of fact set forth in the Ruling Request or its exhibits is misleading or contains any material misstatement.
I further affirm and attest that no material facts have been omitted from the Ruling Request or its exhibits that would be relevant to, or could reasonably be expected to affect, the rulings requested therein. The Ruling Request includes a complete statement of all relevant facts relating to the Proposed Reorganization, including all facts that may be adverse to the positions taken by the requesting entities. In preparing the Ruling Request, I have worked closely with the Partnership's external tax counsel at Calderwood & Harkness LLP to ensure that all material facts and legal authorities, whether favorable or unfavorable to the positions of the requesting entities, have been fully and fairly presented to the Internal Revenue Service.
V. Identification of Authorized Representatives
I, Viktor Raines, in my capacity as Managing Partner and Founder of Solara Digital Infrastructure GP LLC, general partner of Solara Digital Infrastructure LP, have duly authorized the following individuals to represent the above-identified entities before the Internal Revenue Service in connection with the Ruling Request, as reflected in the executed IRS Forms 2848 (Power of Attorney and Declaration of Representative) filed concurrently herewith:
Leonard Cross Responsible Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-8400
Email: lcross@calderwoodharkness.com
Sylvia Hartwell Billing Partner, Tax Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 555-9200
Email: shartwell@calderwoodharkness.com
The engagement of Calderwood & Harkness LLP in connection with the Ruling Request is conducted under Calderwood & Harkness LLP engagement number 20250527-SDILP-PLR. Mr. Cross and Ms. Hartwell are each authorized to receive and inspect confidential tax information of the entities identified in Section II above, to perform acts on behalf of such entities before the Internal Revenue Service (including the execution of consents to extend the time to assess tax and the execution of closing agreements), and to receive copies of all correspondence and communications from the Internal Revenue Service relating to the Ruling Request, all as more fully set forth in the executed IRS Forms 2848.
The Internal Revenue Service is respectfully requested to direct all correspondence and communications regarding the Ruling Request to Mr. Cross at the Washington, DC address listed above, with a copy to Ms. Hartwell at the New York address listed above, and a copy to the undersigned at the address listed in Section VIII below.
VI. Declaration Under Penalties of Perjury
Under penalties of perjury, I, Viktor Raines, declare that I have examined the statements of facts and other information contained in the above-referenced private letter ruling request, including all accompanying exhibits and schedules (Exhibits A through E), and, to the best of my knowledge and belief, they are true, correct, and complete.
I further declare that, to the best of my knowledge and belief, the Ruling Request contains a complete statement of all relevant facts relating to the proposed transaction described therein, and that no material information has been omitted from the Ruling Request or its accompanying exhibits and schedules that would affect the rulings requested or the analysis of the issues presented.
I understand that this declaration is made under the penalties of perjury as provided by law, and I am aware of the penalties provided by law for making false, fictitious, or fraudulent statements, including but not limited to the penalties under IRC § 7206 (fraud and false statements), which provide for fines and imprisonment upon conviction. I further understand that the willful making of a false statement in connection with a ruling request submitted to the Internal Revenue Service may constitute a felony under IRC § 7206(1), punishable by a fine of not more than $100,000 ($500,000 in the case of a corporation) or imprisonment of not more than three (3) years, or both, together with the costs of prosecution.
This declaration is executed in accordance with the requirements of IRC § 6065 and Revenue Procedure 2025-1, Section 7.01(16), which requires that a ruling request be accompanied by a penalties of perjury declaration in the form prescribed therein.
VII. Execution
EXECUTED on this __ day of ____, 2025.
By: ________
Viktor Raines Managing Partner and Founder Solara Digital Infrastructure GP LLC, General Partner of Solara Digital Infrastructure LP
Date: ________
NOTARIZATION (If Required)
STATE OF ______ ) ) ss.: COUNTY OF ____ )
On this __ day of ____, 2025, before me personally appeared Viktor Raines, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public
My Commission Expires: ____
Note: Notarization is generally not required for penalties of perjury declarations submitted in support of private letter ruling requests under Revenue Procedure 2025-1. This notarization block is included for use only if notarization is specifically requested by the Internal Revenue Service or is otherwise required by applicable firm or organizational practice.
VIII. Contact Information
All correspondence relating to the Ruling Request should be directed as follows:
To the Requesting Entity:
Viktor Raines Managing Partner Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801 Telephone: (302) 555-7100
Email: vraines@solaradigital.com
With a copy to Authorized Representatives:
Leonard Cross Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-8400
Email: lcross@calderwoodharkness.com
Sylvia Hartwell Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 555-9200
Email: shartwell@calderwoodharkness.com
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Entity Name | Entity Type | Jurisdiction | EIN
Solara Digital Infrastructure LP | Limited Partnership | Delaware | 82-4917366
Solara Digital Infrastructure GP LLC | Limited Liability Company | Delaware | 82-4917365
Entity Name | Entity Type | Jurisdiction | EIN
Solara Digital Partners Fund IV LP | Limited Partnership | Delaware | 85-2103748
Solara Digital Partners Fund IV-A (Cayman) LP | Exempted Limited Partnership | Cayman Islands | 98-6241503 (U.S.)
Solara Digital Partners Fund IV-B (Luxembourg) SCSp | Special Limited Partnership (société en commandite spéciale) | Luxembourg | 98-6241571 (U.S.)
Solara Digital Partners Fund V LP | Limited Partnership | Delaware | 88-3467219
Solara Digital Partners Fund V-A (Cayman) LP | Exempted Limited Partnership | Cayman Islands | 98-7891234 (U.S.)
Solara Digital Partners Fund V-B (Luxembourg) SCSp | Special Limited Partnership (société en commandite spéciale) | Luxembourg | 98-7891267 (U.S.)
Entity Name | Entity Type | Jurisdiction | Role | Registration No.
Solara Offshore GP Ltd. | Exempted Company | Cayman Islands | General partner of Fund IV-A (Cayman) LP and Fund V-A (Cayman) LP | N/A
Solara Luxembourg Management S.à r.l. | Société à responsabilité limitée | Luxembourg | General partner of Fund IV-B (Luxembourg) SCSp and Fund V-B (Luxembourg) SCSp | RCS B 248194
Entity Name | Entity Type | Jurisdiction | Status
Solara Consolidated Master Fund LP | Limited Partnership | Delaware | To be formed
Solara Consolidated Master Fund GP LLC | Limited Liability Company | Delaware | To be formed
Solara International Feeder (Cayman) LP | Exempted Limited Partnership | Cayman Islands | To be formed
Solara Tax-Exempt Feeder (Cayman) LP | Exempted Limited Partnership | Cayman Islands | To be formed

DECLARATION UNDER PENALTIES OF PERJURY

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