Contract analysis

I. COVER LETTER A. Addressee Internal Revenue Service Attn: Office of the Associate Chief Counsel (International) CC:INTL 1111 Constitution Avenue NW Washington, DC 20224 With a copy to: Office of the Associate Chief Counsel (Passthroughs & Special Industries) CC:PSI 1111 Constitution Avenue NW Washington, DC 20224 B. Re: Request for Private Letter Ruling on Behalf of Solara Digital Infrastructure LP (EIN: 82-4917366

II. IDENTIFICATION OF TAXPAYERS AND ENTITIES A. Requesting Taxpayer The requesting taxpayer is Solara Digital Infrastructure LP ("Solara" or the "Fund Sponsor"), identified as follows: Solara Digital Infrastructure LP is a private equity fund sponsor that targets investments in digital infrastructure, including data centers, fiber-optic networks, and edge computing facilities, as well as enterprise software-as-a-serv

1. Solara Digital Partners Fund IV LP ("Fund IV LP") Fund IV LP is the domestic flagship vehicle of Solara's fourth institutional fund. It was formed in 2020 and held a final close on June 15, 2021, raising $4.2 billion in aggregate capital commitments from U.S. taxable investors, including family offices, high-net-worth individuals, and certain taxable institutional investors. As of March 31, 2025, Fund IV LP has de

2. Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman") Fund IV-A Cayman is the Cayman Islands parallel vehicle for Solara's Fund IV family. It was formed as an exempted limited partnership under the laws of the Cayman Islands and is registered with the Cayman Islands Monetary Authority ("CIMA") under registration number MF-72491. Its general partner is Solara Offshore GP Ltd., a Cayman Islands exempted

3. Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B Lux") Fund IV-B Lux is the Luxembourg parallel vehicle for Solara's Fund IV family. It was formed as a société en commandite spéciale ("SCSp") under the Luxembourg law of July 12, 2013, and is registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, or "RCS") under number B 248193. Its general partner is

4. Solara Digital Partners Fund V LP ("Fund V LP") Fund V LP is the domestic flagship vehicle of Solara's fifth institutional fund. It was formed in 2022 and held a final close on September 30, 2023, raising $5.6 billion in aggregate capital commitments from U.S. taxable investors. As of March 31, 2025, Fund V LP has deployed approximately 38% of its committed capital across 12 portfolio companies. Like Fund IV LP, F

5. Solara Digital Partners Fund V-A (Cayman) LP ("Fund V-A Cayman") Fund V-A Cayman is the Cayman Islands parallel vehicle for Solara's Fund V family. It serves the same function as Fund IV-A Cayman — namely, to accommodate non-U.S. and U.S. tax-exempt investor pools investing in the Fund V portfolio — and operates on a substantively identical basis, investing pari passu alongside Fund V LP in the same portfolio comp

6. Solara Digital Partners Fund V-B (Luxembourg) SCSp ("Fund V-B Lux") Fund V-B Lux is the Luxembourg parallel vehicle for Solara's Fund V family. It serves the same function as Fund IV-B Lux and operates on a substantively identical basis with respect to the Fund V portfolio. C. Newly Formed Entities (Post-Reorganization) The following entities will be newly formed in connection with the Reorganization (collectively

1. Solara Consolidated Master Fund GP LLC

2. Solara Consolidated Master Fund LP (the "Consolidated Master Fund" or "Master Fund") The Consolidated Master Fund LP will be the central holding vehicle for all portfolio assets currently held by the Legacy Offshore Vehicles. Following the Reorganization, the Consolidated Master Fund will hold the combined portfolio of 23 portfolio companies (to the extent currently held by the Legacy Offshore Vehicles) and will s

3. Solara International Feeder (Cayman) LP (the "International Feeder") The International Feeder will serve as the dedicated vehicle through which non-U.S. investors (including, without limitation, the Nordhaven Sovereign Wealth Fund and Kestrel Pacific Insurance Group) invest indirectly in the Consolidated Master Fund LP's portfolio. By maintaining a Cayman Islands vehicle in the structure, Solara preserves certain

4. Solara Tax-Exempt Feeder (Cayman) LP (the "Tax-Exempt Feeder") The Tax-Exempt Feeder will serve as the dedicated vehicle through which U.S. tax-exempt investors (including, without limitation, the Pinnacle State Employees' Retirement System and Grandview University Endowment) invest indirectly in the Consolidated Master Fund LP's portfolio. The interposition of this Cayman feeder vehicle preserves the ability of S

III. STATEMENT OF FACTS A. Background and Business of Solara Solara Digital Infrastructure LP was formed on March 17, 2014, as a Delaware limited partnership by Viktor Raines (age 52), formerly a managing director in the infrastructure investment group at Havensgate Capital Partners, a New York-based alternative asset manager. Mr. Raines founded Solara to pursue a differentiated investment strategy focused on the rap

1. NovaBright Data Systems Inc. NovaBright is one of the flagship portfolio companies in the Fund IV family. It operates seven enterprise-grade Tier IV data center facilities across the United States, providing colocation, managed hosting, and cloud interconnection services to Fortune 500 enterprises and hyperscale cloud providers. NovaBright employs approximately 1,400 individuals and generated approximately $412 mi

2. Crestline Cloud Solutions LLC Crestline is a disregarded entity wholly owned by Fund IV-B Lux. It operates an enterprise SaaS platform providing cloud-based enterprise resource planning ("ERP") solutions to mid-market companies in the manufacturing, logistics, and retail sectors. Crestline employs approximately 620 individuals and generated approximately €128 million in revenue for the fiscal year ended December 3

3. Veridian Edge Computing Corp. Veridian is the largest single portfolio company investment in the Fund V family. It deploys and manages a network of over 250 micro data centers and edge computing nodes across North America, providing ultra-low-latency computing infrastructure for autonomous vehicle systems, Internet of Things ("IoT") applications, and real-time content delivery networks. Veridian employs approximat

4. Thorngate Fiber Networks LP Thorngate owns and operates an extensive fiber-optic network infrastructure spanning approximately 28,000 route-miles across the southeastern United States, providing dark fiber, lit transport, and managed wavelength services to telecommunications carriers, enterprise customers, and data center operators. Thorngate employs approximately 510 individuals and generated approximately $198 m

5. Helix SaaS Holdings Ltd. Helix is a holding company that owns three operating subsidiaries, each of which operates an enterprise SaaS platform in the cybersecurity, regulatory compliance management, and business intelligence/data analytics verticals. The Helix group collectively employs approximately 870 individuals across offices in New York, London, and Singapore, and generated aggregate revenue of approximately

6. Additional Portfolio Companies. The remaining eighteen (18) portfolio companies held by the Legacy Offshore Vehicles, together with their respective fair market values, adjusted tax bases, built-in gains, and ownership percentages, are set forth in detail in Exhibit D attached hereto. In the aggregate, these eighteen portfolio companies have a combined fair market value of approximately $2.258 billion, an aggregat

1. Operational Cost Reduction Solara currently incurs approximately $3.8 million annually in duplicative offshore administration, audit, regulatory, and compliance fees associated with the maintenance of the four Legacy Offshore Vehicles. These costs include, but are not limited to: (a) Annual registered office and corporate services fees payable to Harborstone Corporate Services Ltd. (Cayman Islands) for Fund IV-A C

2. OECD Pillar Two GloBE Rules The OECD's Pillar Two Global Anti-Base Erosion ("GloBE") rules, adopted into EU law via Council Directive (EU) 2022/2523 and transposed into Luxembourg domestic law, become effective for Solara's Luxembourg entities beginning with fiscal year 2025. Under the GloBE rules, the Luxembourg SCSps — which have historically benefited from Luxembourg's favorable treatment of certain income flow

3. FATCA and CRS Simplification The current six-vehicle parallel fund structure creates substantial compliance burden under both the Foreign Account Tax Compliance Act ("FATCA") (IRC §§ 1471-1474) and the OECD Common Reporting Standard ("CRS"). Each of the four Legacy Offshore Vehicles is required to maintain its own FATCA classification, designate a responsible officer, register with the IRS as a participating or de

4. LP-Requested Governance Simplification The LP Advisory Committee ("LPAC") of the Solara Fund Complex has formally requested structural simplification of the parallel fund architecture. At the LPAC meeting held on April 22, 2025, limited partners holding approximately 78% in aggregate interest across all fund vehicles expressed support for a reorganization that would simplify the governance structure, reduce the nu

IV. DESCRIPTION OF PROPOSED TRANSACTION (THE REORGANIZATION) A. Overview The proposed Reorganization is a multi-step integrated transaction planned for execution during the fourth quarter of 2025, with a target effective date of December 1, 2025. The Reorganization consists of five integrated steps, described in detail below, and is designed to accomplish the following: (i) Domesticate and merge the four Legacy Offsh

V. REPRESENTATIONS The following representations are made by Solara Digital Infrastructure LP, through its general partner, Solara Digital Infrastructure GP LLC, and by each of the other entities identified in Section II of this Ruling Request, as applicable. These representations are made in support of the rulings requested herein and are incorporated into the declaration under penalties of perjury executed by Vikto

1. Each of the Existing Fund Vehicles — specifically, Fund IV LP (EIN 85-2103748), Fund IV-A Cayman (EIN 98-6241503), Fund IV-B Lux (EIN 98-6241571), Fund V LP (EIN 88-3467219), Fund V-A Cayman (EIN 98-7891234), and Fund V-B Lux (EIN 98-7891267) — is currently classified as a partnership for U.S. federal income tax purposes. Each such entity has either elected partnership classification under Treasury Regulation § 30

2. Each of the newly formed entities — specifically, Solara Consolidated Master Fund LP, Solara International Feeder (Cayman) LP, and Solara Tax-Exempt Feeder (Cayman) LP — will elect partnership classification for U.S. federal income tax purposes by filing IRS Form 8832 under Treasury Regulation § 301.7701-3, effective as of its date of formation.

3. No entity involved in the Reorganization is or will be classified as a corporation or as an association taxable as a corporation for U.S. federal income tax purposes at any relevant time during or following the Reorganization. B. Operating Company Representations (IRC § 721(b))

4. The Consolidated Master Fund LP's portfolio will consist entirely of operating company interests in digital infrastructure businesses (including data centers, fiber-optic networks, and edge computing facilities) and enterprise SaaS platforms. Each of the twenty-three (23) portfolio companies whose interests will be held by the Consolidated Master Fund LP following the Reorganization is an operating company with su

5. None of the portfolio companies is primarily engaged in the business of investing in stocks, securities, or other investment assets within the meaning of IRC § 721(b) and Treasury Regulation § 1.351-1(c)(1)(ii). Each portfolio company derives substantially all of its revenue from the active conduct of a trade or business in the digital infrastructure or enterprise SaaS sectors.

6. The Consolidated Master Fund LP will not be an "investment company" within the meaning of IRC § 721(b) and Treasury Regulation § 1.351-1(c)(1)(ii). Well more than eighty percent (80%) — and, in fact, one hundred percent (100%) — of the Consolidated Master Fund LP's assets, by value, will consist of interests in operating companies rather than "stocks, securities, or other investment assets" as those terms are used

7. Each of the twenty-three (23) portfolio companies has substantial operations, employees, and operating revenues independent of passive investment activity. None constitutes a passive investment vehicle or a holding company whose primary asset is a portfolio of stocks, securities, or other passive investment assets. C. Business Purpose Representations

8. The Reorganization is motivated by the following bona fide business purposes: (i) the elimination of approximately $3.8 million in annual duplicative administration, audit, and regulatory costs associated with the maintenance of the four Legacy Offshore Vehicles; (ii) compliance with and adaptation to the OECD Pillar Two Global Anti-Base Erosion ("GloBE") rules, which become effective for Solara's Luxembourg entit

9. The Reorganization is not motivated by tax avoidance or tax evasion. The primary motivations are operational efficiency, regulatory compliance, and investor-relations-driven governance simplification.

10. Each step of the Reorganization has independent economic substance and an independent business purpose. No step is circular, and no step would be undertaken solely for tax reasons. D. No Disguised Sale Representations

11. The contributions described in Steps 2 through 4 of the Reorganization are not part of any disguised sale within the meaning of IRC § 707(a)(2)(B) and Treasury Regulation § 1.707-3.

12. No contributing partnership (Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, or Fund V-B Lux) or any partner of a contributing partnership will receive any distribution, payment, or other consideration that is related to the contributions described in Steps 2 through 4, other than the limited partnership interests in the Consolidated Master Fund LP received in exchange for the contributed assets. There are no p

13. The contributions described in Steps 2 through 4 are not part of any plan or arrangement under which the contributing partnerships or their partners will receive money or other property from the Consolidated Master Fund LP within the two-year period described in Treasury Regulation § 1.707-3(c) (or any other period), other than partnership distributions made in the ordinary course of the Consolidated Master Fund

14. None of the entities involved in the Reorganization — whether as a contributing entity, a receiving entity, or a distributing entity — is classified as a corporation for U.S. federal income tax purposes. All such entities are classified as partnerships.

15. The Consolidated Master Fund LP, as the transferee entity receiving the contributed assets in Steps 2 through 4, is and will be classified as a partnership for U.S. federal income tax purposes, not a corporation.

16. IRC § 367(a) and § 367(b), which by their terms apply solely to transfers to or from entities classified as corporations for U.S. federal income tax purposes, do not apply to any of the partnership-to-partnership contributions described in Steps 2 through 4 of the Reorganization. F. Liability Representations (IRC § 752)

17. The aggregate liabilities to be assumed by the Consolidated Master Fund LP in connection with the Reorganization total approximately $1.34 billion. These liabilities consist of the following categories: (a) Nonrecourse liabilities (within the meaning of Treasury Regulation § 1.752-1(a)(2)) constituting indebtedness of portfolio companies that is secured by portfolio company assets and for which no partner of the

18. All liability shifts resulting from the Reorganization will occur on the same date (or, alternatively, will be treated as part of an integrated transaction), and accordingly will be subject to netting under Treasury Regulation § 1.752-1(f). Under the netting rule, the net increase or decrease in each partner's share of partnership liabilities will be computed after offsetting deemed contributions against deemed d

19. After application of the netting rule under Treasury Regulation § 1.752-1(f), no partner's net decrease in share of partnership liabilities will exceed such partner's adjusted basis in its partnership interest, and accordingly no gain will be recognized under IRC § 731(a)(1) as a result of the liability shifts. G. Section 704(c) Method Representations

20. Each of the Legacy Offshore Vehicles currently uses the remedial allocation method under Treasury Regulation § 1.704-3(d) to allocate items of income, gain, loss, and deduction with respect to contributed properties for which there is a disparity between the property's adjusted tax basis and its fair market value as of the date of contribution (i.e., "Section 704(c) property").

21. The Consolidated Master Fund LP will continue to use the remedial allocation method under Treasury Regulation § 1.704-3(d) for all properties received from the Legacy Offshore Vehicles in Steps 2 through 4 of the Reorganization. The remedial allocation method will be applied with respect to each contributed property on a property-by-property basis, consistent with the requirements of Treasury Regulation § 1.704-3

22. All Section 704(c) built-in gain and loss accounts maintained by the Legacy Offshore Vehicles with respect to contributed properties will carry over to the Consolidated Master Fund LP in accordance with Treasury Regulation § 1.704-3(a)(7), and such accounts will be properly reflected on the Consolidated Master Fund LP's books and records following the Reorganization. H. Section 731(c) Representations

23. The partnership interests in the Consolidated Master Fund LP that will be distributed by the Legacy Offshore Vehicles to their respective limited partners in Step 5 of the Reorganization are not "marketable securities" as defined in IRC § 731(c)(2).

24. Such partnership interests are not actively traded on any established securities market (as defined in IRC § 731(c)(2)(A)), are not readily tradable on a secondary market (as described in IRC § 731(c)(2)(B)), and are not readily tradable on the substantial equivalent of a secondary market (as described in IRC § 731(c)(2)(B)). 25.