Contract analysis

I. Introduction and Purpose This letter is submitted by Calderwood & Harkness LLP ("Calderwood & Harkness" or "Firm") on behalf of our client, Solara Digital Infrastructure LP ("Solara," "SDILP," or the "Taxpayer"), a Delaware limited partnership bearing Employer Identification Number 82-4917366, and its affiliated fund entities identified herein (collectively with Solara, the "Solara Entities"). Calderwood & Harknes

II. Summary of Pre-Submission Conference and IRS Requests A. Pre-Submission Conference A Pre-Submission Conference was held on July 22, 2025, at the offices of the Internal Revenue Service, 1111 Constitution Avenue NW, Washington, DC 20224. Representatives of Calderwood & Harkness in attendance included the following: • Leonard Cross, Responsible Partner, Tax Department, Calderwood & Harkness LLP • Sylvia Hartwell, B

1. IRC § 721(b) Investment Company Exception (Ruling 2): The Service requested additional detail on the operating nature of the portfolio company assets being contributed to the Consolidated Master Fund LP, in order to evaluate whether the contributions might result in the creation of an "investment company" within the meaning of IRC § 721(b) and Treasury Regulations § 1.351-1(c)(1)(ii). This inquiry is addressed in

2. IRC § 367 Inapplicability (Ruling 3): The Service requested further clarification and supplemental analysis of Solara's position that IRC §§ 367(a) and 367(b) do not apply to the contributions described in Steps 2 through 4 of the Reorganization, which involve transfers of assets by foreign partnerships to a domestic partnership. This inquiry is addressed in Section IV below.

3. IRC § 731(c) Marketable Securities (Ruling 4): The Service requested supplemental analysis regarding why the limited partnership interests in the Consolidated Master Fund LP distributed by the Legacy Offshore Vehicles to their respective limited partners in Step 5 of the Reorganization do not constitute "marketable securities" within the meaning of IRC § 731(c)(2). This inquiry is addressed in Section V below.

4. IRC § 752 Liability Shifting Mechanics (Ruling 5): The Service requested further detail on the liability netting mechanics and the aggregate impact of $1.34 billion in liability shifts resulting from the Reorganization. This inquiry is addressed in Section VI below.

5. Business Purpose and Economic Substance: The Service requested additional representations and factual detail supporting the independent business purposes of the five-step Reorganization and its economic substance, particularly in light of potential scrutiny under the step transaction doctrine, substance-over-form principles, and the anti-abuse rule of Treasury Regulations § 1.701-2. This inquiry is addressed in Se

6. IRC § 1446 Withholding (Ruling 7): The Service requested supplemental authority supporting Solara's position that no withholding under IRC § 1446(a) is required on the contributions (Steps 2–4) or distributions (Step 5) effected as part of the Reorganization. This inquiry is addressed in Section VIII below.

7. FIRPTA / IRC § 897 (Additional Clarification): The Service requested clarification on whether the interests in certain data center and fiber-optic network portfolio companies constitute "United States real property interests" ("USRPIs") under IRC § 897, and if so, the implications for the nonrecognition treatment of the Reorganization. This inquiry is addressed in Section IX below. The following Sections III throu

III. Supplemental Information — IRC § 721(b) Investment Company Exception (Ruling 2) A. Detailed Description of Portfolio Company Operations During the Pre-Submission Conference, the Service requested additional detail demonstrating that the twenty-three (23) portfolio company interests being contributed by the Legacy Offshore Vehicles to the Consolidated Master Fund LP in Steps 2 through 4 of the Reorganization are

1. NovaBright Data Systems Inc. NovaBright Data Systems Inc. ("NovaBright") is a corporation organized under the laws of the State of Delaware. NovaBright operates and manages hyperscale and enterprise colocation data centers at seventeen locations across the United States, including facilities in Northern Virginia (Ashburn and Sterling), Dallas-Fort Worth, Phoenix, Chicago (Elk Grove Village), and Portland. NovaBrig

2. Crestline Cloud Solutions LLC Crestline Cloud Solutions LLC ("Crestline") is a limited liability company organized under the laws of the State of Delaware that has elected to be classified as a disregarded entity for U.S. federal income tax purposes. Crestline is an enterprise software-as-a-service ("SaaS") platform provider, offering cloud-based infrastructure management, automation, and analytics solutions to en

3. Veridian Edge Computing Corp. Veridian Edge Computing Corp. ("Veridian") is a corporation organized under the laws of the State of Delaware. Veridian is an edge computing infrastructure company that designs, deploys, owns, and operates distributed computing nodes, micro data centers, and network infrastructure at the edge of enterprise and telecommunications networks. Veridian currently operates approximately 3,20

4. Thorngate Fiber Networks LP Thorngate Fiber Networks LP ("Thorngate") is a limited partnership organized under the laws of the State of Delaware. Thorngate is a fiber-optic network operator that owns, constructs, and operates long-haul and metro fiber-optic cable routes across the eastern and central United States. Thorngate's network encompasses approximately 28,000 route miles of lit and dark fiber-optic cable s

5. Helix SaaS Holdings Ltd. Helix SaaS Holdings Ltd. ("Helix") is a Cayman Islands exempted company. Helix is a holding company with three wholly owned operating subsidiaries, each of which is engaged in the active conduct of an enterprise SaaS business: (i) Helix Analytics Inc. (Delaware corporation; predictive analytics platform for financial services); (ii) Helix SecureNet Ltd. (United Kingdom; cybersecurity-as-a-

6. Summary of All 23 Portfolio Companies All twenty-three (23) portfolio companies across the Legacy Offshore Vehicles — eleven (11) held by the Fund IV vehicles and twelve (12) held by the Fund V vehicles — are active operating businesses in the digital infrastructure and enterprise SaaS sectors. Each portfolio company is engaged in the active conduct of a trade or business, employs substantial operational personnel

IV. Supplemental Analysis — IRC § 367 Inapplicability (Ruling 3) A. Statutory Text Analysis During the Pre-Submission Conference, the Service requested further elaboration on Solara's position that IRC §§ 367(a) and 367(b) do not apply to the contributions described in Steps 2 through 4 of the Reorganization. In those Steps, four foreign partnerships — Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, and Fund V-B Lu

V. Supplemental Analysis — IRC § 731(c) Marketable Securities (Ruling 4) A. Service's Inquiry During the Pre-Submission Conference, the Service requested additional detail and analysis regarding why the limited partnership interests in the Consolidated Master Fund LP distributed by the Legacy Offshore Vehicles to their respective limited partners in Step 5 of the Reorganization do not constitute "marketable securitie

VI. Supplemental Detail — IRC § 752 Liability Shifting Analysis (Ruling 5) A. Service's Request During the Pre-Submission Conference, the Service requested further detail regarding the netting mechanics applicable to the liability shifts resulting from the Reorganization and the aggregate impact of $1.34 billion in portfolio-level liabilities that will be assumed by or allocated through the Consolidated Master Fund L

VII. Supplemental Detail — Business Purpose and Economic Substance A. Service's Request During the Pre-Submission Conference, the Service requested additional representations and factual detail supporting the independent business purposes of the five-step Reorganization and its economic substance. The Service noted that multi-step transactions involving the consolidation of offshore fund vehicles into domestic struct

1. Operational Cost Reduction Solara currently incurs approximately $3.8 million annually in duplicative administrative, audit, regulatory, and compliance costs arising from the maintenance of four parallel offshore fund vehicles across two jurisdictions (Cayman Islands and Luxembourg). These costs include: (i) separate annual audits for each offshore vehicle (approximately $680,000 per year across all four vehicles)

2. Pillar Two GloBE Compliance The Organisation for Economic Co-operation and Development ("OECD") Pillar Two Global Anti-Base Erosion ("GloBE") rules, as implemented through the European Union Directive 2022/2523 (the "Minimum Tax Directive"), are effective for Solara's Luxembourg entities beginning with fiscal year 2025. The GloBE rules impose a 15% global minimum tax on large multinational enterprise groups and, a

3. FATCA and CRS Simplification Consolidation of the four Legacy Offshore Vehicles into the Consolidated Master Fund LP reduces the number of entities required to file reports under the Foreign Account Tax Compliance Act ("FATCA") and the Common Reporting Standard ("CRS"). Currently, each of the four Legacy Offshore Vehicles is a "reporting financial institution" under FATCA and/or CRS, requiring separate registratio

4. LP-Requested Governance Simplification The LP Advisory Committee (the "LPAC") of the Solara fund platform, at its meeting on April 22, 2025, achieved 78% in interest preliminary consent for the Reorganization. The LPAC, which includes representatives of the largest institutional investors in the Solara platform, has formally requested a simplified governance framework with fewer parallel vehicles, standardized rep

5. Independent Purpose of Each Step Each step of the five-step Reorganization has an independent purpose apart from the overall consolidation. Step 1 (formation of new entities) is necessary to create the receiving vehicles. Steps 2 through 4 (contributions of portfolio assets) are structured as sequential contributions from each Legacy Offshore Vehicle to the Consolidated Master Fund LP, with the sequencing driven b

VIII. Supplemental Authority — IRC § 1446 Withholding (Ruling 7) A. Service's Request During the Pre-Submission Conference, the Service requested supplemental authority supporting Solara's position that no withholding under IRC § 1446(a) is required in connection with the contributions of portfolio company interests by the Legacy Offshore Vehicles to the Consolidated Master Fund LP in Steps 2 through 4, or in connect

IX. Supplemental Analysis — FIRPTA / IRC § 897 (Additional Clarification) A. Service's Inquiry During the Pre-Submission Conference, the Service requested clarification on whether interests in certain data center and fiber-optic network portfolio companies — particularly NovaBright Data Systems Inc. and Thorngate Fiber Networks LP — constitute "United States real property interests" ("USRPIs") under IRC § 897, and if

1. Definition of USRPI IRC § 897(c)(1) defines a "United States real property interest" as (A) an interest in real property located in the United States, or (B) any interest (other than an interest solely as a creditor) in any domestic corporation unless the taxpayer establishes that such corporation was at no time a "United States real property holding corporation" ("USRPHC") during the applicable testing period. Un

2. Data Centers NovaBright Data Systems Inc. operates hyperscale and enterprise colocation data centers at physical locations within the United States. While NovaBright's data centers are housed in physical real estate — including owned and leased buildings, land, and improvements — Solara's position is that the predominant value of NovaBright is attributable to its technology infrastructure (including servers, cooli

3. Fiber-Optic Networks Thorngate Fiber Networks LP owns and operates approximately 28,000 route miles of fiber-optic cable across the eastern and central United States. The Service's inquiry raises the question of whether fiber-optic cables constitute "real property" for purposes of IRC § 897. Solara's position is that fiber-optic cables are properly characterized as tangible personal property rather than fixtures o