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Contract analysis / form-of-lp-consent.docx
form-of-lp-consent.docx
1041-00005 · 12 clauses
High · 1 Medium · 2 Standard · 6
Section 1: Identification of Consenting LP
Section 1: Identification of Consenting LP The Consenting LP shall complete the following information in its entirety. All fields are required unless otherwise indicated. Full Legal Name of Consenting LP: ________________________________________ Type of Entity (or Individual): ________________________________________ (e.g., limited liability company, limited partnership, corporation, pension fund, endowment, sovereig
Section 2: Identification of Fund Vehicle(s) and Capital Commitments Standard
⚑ Commercial term
Section 2: Identification of Fund Vehicle(s) and Capital Commitments The Consenting LP should check each fund vehicle in which it holds a limited partnership interest and state its capital commitment in the appropriate column. If the Consenting LP holds interests in more than one fund vehicle, each applicable fund vehicle should be identified separately below. Note: For purposes of the Reorganization, a EUR/USD excha
Section 3: Description of the Reorganization Standard
⚑ Commercial term
Section 3: Description of the Reorganization 3.1 Overview. The Reorganization constitutes a multi-step cross-border reorganization of the Solara fund platform involving the domestication and merger of Cayman Islands and Luxembourg fund vehicles into a newly established Delaware-domiciled master fund structure (the "Consolidated Master Fund Structure"). As of the date hereof, Solara currently operates through six para
Section 4: Private Letter Ruling Request Standard
⚑ Commercial term
Section 4: Private Letter Ruling Request The Consenting LP is advised that Calderwood & Harkness LLP, as U.S. tax counsel to Solara, is preparing and intends to submit a private letter ruling request (the "PLR Request") to the Internal Revenue Service ("IRS"), Office of the Associate Chief Counsel (International) (CC:INTL), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Speci
Section 5: Acknowledgment of Tax Treatment Summary Standard
⚑ Commercial term
Section 5: Acknowledgment of Tax Treatment Summary The Consenting LP hereby acknowledges receipt and review of the LP Tax Impact Summary Letter prepared by Calderwood & Harkness LLP, which describes the anticipated U.S. federal income tax consequences of the Reorganization for each investor category (U.S. taxable, U.S. tax-exempt, and non-U.S.). Without limiting the generality of such acknowledgment, the Consenting L
Section 6: Consent Medium
⚑ Assignment / subcontracting
Section 6: Consent 6.1 Grant of Consent The Consenting LP hereby irrevocably consents to each of the following: (a) The Reorganization. The Reorganization, including each of Steps 1 through 5 as described in Section 3.2 of this Consent, including the formation of the new entities, the contribution of portfolio assets by the Legacy Offshore Vehicles to the Consolidated Master Fund LP, the dissolution of the Legacy Off
Section 7: Representations of the Consenting LP Standard
⚑ Commercial term
Section 7: Representations of the Consenting LP The Consenting LP hereby represents and warrants to the General Partner as follows, as of the date of the Consenting LP's execution and delivery of this Consent: (a) Authority. The Consenting LP has full power and authority to execute and deliver this Consent and to perform its obligations hereunder. If the Consenting LP is an entity (including, without limitation, a co
Section 8: Miscellaneous Provisions High
⚑ Non-compete / exclusivity restraint
Section 8: Miscellaneous Provisions 8.1 Governing Law This Consent shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State o
Section 9: Signature block
Section 9: Signature block IN WITNESS WHEREOF, the Consenting LP has executed and delivered this Form of Consent of Limited Partner as of the date set forth below. CONSENTING LP:. ________________________________________ Signature Print Name: ________ Title (if entity): ________ Name of Entity (if applicable): ________ Date of Execution: ________ ACCEPTED AND ACKNOWLEDGED BY THE GENERAL PARTNER: SOLARA DIGITAL INFRAS
1. Solara Digital Partners Fund IV LP — Fund IV LPA Standard
⚑ Commercial term
1. Solara Digital Partners Fund IV LP — Fund IV LPA The following provisions of the Fund IV LPA are being amended in connection with the Reorganization: (a) Section 6.1 (Investment Restrictions). Section 6.1 is being amended to authorize the General Partner to contribute all or substantially all of the portfolio assets of Fund IV LP (including, through parallel vehicle arrangements, the portfolio assets of Fund IV-A
2. Solara Digital Partners Fund V LP — Fund V LPA
2. Solara Digital Partners Fund V LP — Fund V LPA The following provisions of the Fund V LPA are being amended in connection with the Reorganization: (a) Section 6.1 (Investment Restrictions). Substantially identical amendment to that described above for the Fund IV LPA, adapted to authorize the contribution of Fund V portfolio assets (including through parallel vehicle arrangements, the assets of Fund V-A (Cayman) L
3. Offshore Parallel Vehicles — Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V Medium
⚑ Confidentiality undertaking
3. Offshore Parallel Vehicles — Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp The governing documents of each Legacy Offshore Vehicle contain amendment and consent provisions substantially similar to those in the Fund IV LPA and the Fund V LPA. The specific sections being amended or the resolutions being adopted in respect of each Legacy Offshore Vehicle are