[slide 1]
Exhibit B — Post-Reorganization Organizational Charts
PLR Exhibit B to the private letter ruling request of Solara Digital Infrastructure LP (EIN 82-4917366)
Target post-reorganization structure of the Solara fund platform, effective as of the December 1, 2025 migration date
Prepared in support of ruling request submitted to IRS Office of Associate Chief Counsel (International), CC:INTL
Companion to Exhibit A (Pre-Reorganization Charts) and Exhibit C (Step Transaction Diagrams)
Charts produced using Northgate Services Inc. diagramming platform
[slide 2]
Post-Reorganization Platform — At a Glance
Solara Consolidated Master Fund LP (Delaware) sits at the center of the platform
Two Cayman feeder vehicles channel non-U.S. and U.S. tax-exempt capital into the Master Fund
Fund IV LP and Fund V LP (existing Delaware funds) co-invest directly alongside the Master Fund
Consolidates four legacy offshore vehicles (Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, Fund V-B Lux) that dissolve in Step 5
All new entities elect partnership classification for U.S. federal income tax purposes
[slide 3]
Central Vehicle — Solara Consolidated Master Fund LP
Solara Consolidated Master Fund LP — Delaware limited partnership, to be formed (target September 15, 2025)
General partner: Solara Consolidated Master Fund GP LLC (Delaware LLC, to be formed)
Intended U.S. federal income tax classification: partnership (Form 8832 check-the-box election)
Holds all portfolio assets contributed by the four legacy offshore vehicles under IRC § 721(a)
Aggregate assets contributed: $7.75 billion FMV / $6.03 billion adjusted tax basis / $1.72 billion built-in gain
[slide 4]
Feeder Vehicle — Solara International Feeder (Cayman) LP
Cayman Islands exempted limited partnership, to be formed
Purpose: aggregate non-U.S. investor capital and invest into the Consolidated Master Fund LP
Intended U.S. federal income tax classification: partnership (Form 8832 election)
Registered office provided by Harborstone Corporate Services Ltd., George Town, Grand Cayman
Receives non-U.S. LPs migrating from Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, and Fund V-B Lux in Step 5
[slide 5]
Feeder Vehicle — Solara Tax-Exempt Feeder (Cayman) LP
Cayman Islands exempted limited partnership, to be formed
Purpose: aggregate U.S. tax-exempt investor capital (pension funds, endowments) and invest into the Master Fund
Designed to mitigate UBTI concerns for tax-exempt LPs via offshore feeder structure
Intended U.S. federal income tax classification: partnership (Form 8832 election)
Registered office provided by Harborstone Corporate Services Ltd., George Town, Grand Cayman
[slide 6]
Co-Investing Delaware Funds — Fund IV LP and Fund V LP
Solara Digital Partners Fund IV LP (Delaware; EIN 85-2103748; $4.2B, vintage 2021, ~72% deployed)
Solara Digital Partners Fund V LP (Delaware; EIN 88-3467219; $5.6B, vintage 2023, ~38% deployed)
U.S. taxable investors remain directly in Fund IV LP and Fund V LP — no migration into feeders
Both funds co-invest alongside the Consolidated Master Fund LP on portfolio holdings
General partner for both: Solara Digital Infrastructure GP LLC (EIN 82-4917365)
[slide 7]
Investor Flow Map — Who Sits Where After the Reorganization
U.S. taxable investors → remain directly in Fund IV LP / Fund V LP (co-investing with Master Fund)
U.S. tax-exempt investors → Solara Tax-Exempt Feeder (Cayman) LP → Master Fund
Non-U.S. investors → Solara International Feeder (Cayman) LP → Master Fund
All feeder and master interests are partnership interests for U.S. federal tax purposes
Legacy offshore vehicles dissolve and distribute Master Fund interests to their LPs (Step 5, December 1, 2025)
[slide 8]
Governance and General Partner Structure
Solara Digital Infrastructure GP LLC — GP of Fund IV LP and Fund V LP
Solara Consolidated Master Fund GP LLC — GP of the Consolidated Master Fund LP
Legacy offshore GPs (Solara Offshore GP Ltd.; Solara Luxembourg Management S.à r.l.) wound down with their vehicles
Viktor Raines serves as ultimate control person across the Solara platform
D&O / E&O coverage extended to new entities under the $50 million Hawkstone Specialty Insurance program
[slide 9]
Portfolio Company Holdings — Post-Reorganization View
23 total portfolio companies (11 in Fund IV vehicles; 12 in Fund V vehicles)
Master Fund holds interests contributed by the four offshore vehicles; Fund IV/Fund V LPs hold their direct interests
Representative holdings: NovaBright Data Systems, Crestline Cloud Solutions, Veridian Edge Computing, Thorngate Fiber Networks, Helix SaaS Holdings
Shared holdings reflect Master Fund / Delaware fund co-investment (e.g., NovaBright, Veridian)
All holdings are operating businesses in digital infrastructure and enterprise SaaS
[slide 10]
Legend, Assumptions, and Cross-References
Solid lines denote ownership/partnership interests; dashed lines denote co-investment relationships
'To be formed' entities shown are targeted for formation on September 15, 2025
EUR amounts converted at 1.08 EUR/USD throughout
Charts are illustrative; controlling detail is in Exhibits D (assets) and E (liabilities/§ 752)
All entity classifications reflect intended partnership treatment under Treas. Reg. § 301.7701-3