Contract analysis

I. Introductory Statement and Request for Ruling Calderwood & Harkness LLP ("Calderwood & Harkness" or "Counsel"), as authorized counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership (EIN 82-4917366), hereby submits this request for a private letter ruling ("PLR") pursuant to Revenue Procedure 2025-1, 2025-1 I.R.B. 1 ("Rev. Proc. 2025-1"), and the procedures set forth there

1. Solara Digital Infrastructure GP LLC (EIN 82-4917365), a Delaware limited liability company;

2. Solara Digital Partners Fund IV LP (EIN 85-2103748), a Delaware limited partnership;

3. Solara Digital Partners Fund IV-A (Cayman) LP (U.S. EIN 98-6241503), a Cayman Islands exempted limited partnership;

4. Solara Digital Partners Fund IV-B (Luxembourg) SCSp (U.S. EIN 98-6241571), a Luxembourg special limited partnership (société en commandite spéciale);

5. Solara Digital Partners Fund V LP (EIN 88-3467219), a Delaware limited partnership;

6. Solara Digital Partners Fund V-A (Cayman) LP (U.S. EIN 98-7891234), a Cayman Islands exempted limited partnership;

7. Solara Digital Partners Fund V-B (Luxembourg) SCSp (U.S. EIN 98-7891267), a Luxembourg special limited partnership;

8. Solara Consolidated Master Fund LP (to be formed; EIN to be obtained), a Delaware limited partnership;

9. Solara Consolidated Master Fund GP LLC (to be formed; EIN to be obtained), a Delaware limited liability company;

10. Solara International Feeder (Cayman) LP (to be formed; EIN to be obtained), a Cayman Islands exempted limited partnership; and

11. Solara Tax-Exempt Feeder (Cayman) LP (to be formed; EIN to be obtained), a Cayman Islands exempted limited partnership. Collectively, the entities listed in items 3, 4, 6, and 7 above are referred to herein as the "Legacy Offshore Vehicles." The entities listed in items 8 through 11 above are referred to herein as the "New Entities." Solara respectfully requests that the Internal Revenue Service (the "Service" or

II. Statement of Facts A. Overview of Solara Digital Infrastructure LP Solara Digital Infrastructure LP is a Delaware limited partnership formed on March 17, 2014, pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. Solara's principal office is located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara serves as the investment management and advisory platfo

1. Fund IV Vehicles Solara Digital Partners Fund IV LP ("Fund IV"). Fund IV is a Delaware limited partnership (EIN 85-2103748) formed on January 22, 2021. Fund IV held its final close on June 15, 2021, with total committed capital of $4.2 billion. As of March 31, 2025, Fund IV is approximately 72% deployed, with the remaining committed capital available for follow-on investments and fund expenses. The general partner

2. Fund V Vehicles Solara Digital Partners Fund V LP ("Fund V"). Fund V is a Delaware limited partnership (EIN 88-3467219) formed on April 3, 2023. Fund V held its final close on September 30, 2023, with total committed capital of $5.6 billion. As of March 31, 2025, Fund V is approximately 38% deployed. The general partner of Fund V is Solara GP. Fund V serves as the primary domestic investment vehicle for U.S. taxab

3. Investor Base and Structure Rationale The existing parallel vehicle structure was adopted at the inception of Fund IV, and continued for Fund V, to address the distinct tax and regulatory needs of three categories of limited partners: U.S. Taxable Investors. U.S. taxable investors — including high-net-worth individuals, family offices, taxable trusts, and domestic corporate investors — invest directly through the

1. NovaBright Data Systems Inc. NovaBright Data Systems Inc. ("NovaBright") is a Delaware corporation engaged in the operation of hyperscale and colocation data centers across the eastern United States. NovaBright currently operates seven data center campuses in Virginia, New Jersey, Georgia, and Ohio, with aggregate capacity of approximately 280 megawatts. NovaBright's current FMV is $890 million, with an adjusted t

2. Crestline Cloud Solutions LLC. Crestline Cloud Solutions LLC ("Crestline") is a Delaware limited liability company classified as a disregarded entity for U.S. federal income tax purposes, owned 100% by Fund IV-B Lux. Crestline operates an enterprise SaaS platform providing cloud-based data management and analytics solutions to mid-market and enterprise customers in the United States and Europe. Crestline's current

3. Veridian Edge Computing Corp. Veridian Edge Computing Corp. ("Veridian") is a Delaware corporation engaged in the development and operation of edge computing infrastructure, including micro data centers and edge nodes deployed at cellular tower sites and enterprise locations across North America. Veridian's current FMV is $1.12 billion, with an adjusted tax basis of $780 million, resulting in a built-in gain of $3

4. Thorngate Fiber Networks LP. Thorngate Fiber Networks LP ("Thorngate") is a Delaware limited partnership engaged in the construction, ownership, and operation of fiber-optic network infrastructure, including metropolitan and long-haul fiber routes serving enterprise customers, wireless carriers, and government agencies. Thorngate's current FMV is $670 million, with an adjusted tax basis of $490 million, resulting

5. Helix SaaS Holdings Ltd. Helix SaaS Holdings Ltd. ("Helix") is a Cayman Islands exempted company that serves as a holding company for a group of enterprise SaaS businesses providing cybersecurity, identity management, and compliance automation solutions. Helix's current FMV is $445 million, with an adjusted tax basis of $310 million, resulting in a built-in gain of $135 million. Helix is held 100% by Fund V-A Caym

6. Additional Portfolio Companies. The remaining 18 portfolio companies held across the fund vehicles are described in detail in Exhibit D to this ruling request, including each company's jurisdiction of organization, business description, FMV, adjusted tax basis, built-in gain or loss, and ownership by fund vehicle. In the aggregate, the 18 additional portfolio companies have a combined FMV of approximately $3.258 b

I. Related Credit Facilities The following subscription credit facilities are currently in place and will be affected by the Reorganization: Fund IV Credit Facility. Fund IV maintains a $1.1 billion revolving subscription credit facility with Ashford National Bank, N.A. (the "Fund IV Credit Facility"), governed by a credit agreement dated June 15, 2021 (as amended). The Fund IV Credit Facility is secured by the uncal

III. Rulings Requested Solara respectfully requests that the Service issue favorable rulings on each of the following eight issues: Ruling 1 — IRC § 721(a): Tax-Free Contribution The contributions of portfolio company interests and other assets by the Legacy Offshore Vehicles (Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, and Fund V-B Lux) to the Consolidated Master Fund LP in exchange for limited partnership int

IV. Legal Analysis A. Ruling 1 Analysis — IRC § 721(a) Contribution

1. General Rule IRC § 721(a) provides that "[n]o gain or loss shall be recognized to a partnership or to any of its partners in the case of a contribution of property to the partnership in exchange for an interest in the partnership." This provision embodies the fundamental principle that the formation of, or contribution of property to, a partnership is a mere change in the form of the partners' investment and shoul

2. Application to Steps 2, 3, and 4 In each of Steps 2, 3, and 4 of the Reorganization, one or more of the Legacy Offshore Vehicles will contribute all of its portfolio company interests to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Master Fund. Each of the contributing entities — Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, and Fund V-B Lux — is a partnership for U.S.

3. Tiered Partnership Structures The proposed Reorganization results in a tiered partnership structure in which the Legacy Offshore Vehicles (and, following Step 5, the International Feeder and Tax-Exempt Feeder) are partners of the Consolidated Master Fund LP. Section 721(a) applies to contributions by partnerships to other partnerships, creating tiered partnership structures. See Treas. Reg. § 1.721-1(a) (broadly a

4. Carryover Basis and Holding Period Under IRC § 723, the Consolidated Master Fund LP will take a carryover basis in each contributed property equal to the adjusted basis of such property in the hands of the contributing Legacy Offshore Vehicle at the time of contribution. Under IRC § 1223(2), the Master Fund's holding period for each contributed property will include the period during which the property was held by

5. Conclusion. Based on the foregoing analysis, the contributions described in Steps 2, 3, and 4 of the Reorganization satisfy the requirements of IRC § 721(a). No gain or loss will be recognized by any of the four contributing Legacy Offshore Vehicles, the Consolidated Master Fund LP, or any of their respective partners as a result of such contributions. The Master Fund will take a carryover basis and tacked holding

1. Statement of the Exception IRC § 721(b) provides that "[s]ubsection (a) shall not apply to gain realized on a transfer of property to a partnership which would be treated as an investment company (within the meaning of section 351) if the partnership were incorporated." This provision is intended to prevent taxpayers from using partnership contributions as a mechanism to achieve tax-free diversification of investm

2. The Portfolio Consists of Operating Company Interests The assets being contributed to the Consolidated Master Fund LP consist entirely of interests in 23 operating companies engaged in digital infrastructure and enterprise SaaS businesses. These are not "stocks, securities, or other investment assets" within the meaning of IRC § 351(e)(1). Each portfolio company is an active operating business, not a passive inves

3. No Impermissible Diversification Even assuming, arguendo, that the investment company test were potentially applicable, the contributions described in Steps 2 through 4 do not result in impermissible diversification. The contributing Legacy Offshore Vehicles hold interests in the same portfolio companies — or in complementary operating businesses within the same industry sector — and the consolidation of these int

4. Conclusion. The Consolidated Master Fund LP does not constitute an "investment company" within the meaning of IRC § 721(b) and Treas. Reg. § 1.351-1(c)(1)(ii). The portfolio of the Master Fund consists entirely of interests in operating companies engaged in digital infrastructure and enterprise SaaS businesses, not stocks, securities, or other investment assets. Accordingly, the exception to nonrecognition treatme

1. Statutory Text IRC § 367(a)(1) provides that "[i]f, in connection with any exchange described in section 332, 351, 354, 356, or 361, a United States person transfers property to a foreign corporation, such foreign corporation shall not, for purposes of determining the extent to which gain shall be recognized on such transfer, be considered to be a corporation." (emphasis added). IRC § 367(b) provides parallel rule

2. The Consolidated Master Fund LP Is a Partnership, Not a Corporation The Consolidated Master Fund LP is classified as a partnership for U.S. federal income tax purposes under Treas. Reg. § 301.7701-3. As discussed in Section IV.H below (Ruling 8 Analysis), the Master Fund will file a timely Form 8832 election confirming its partnership classification effective September 15, 2025. The Master Fund is not a corporatio

3. The Contributing Entities Are Foreign Partnerships, Not Foreign Corporations Each of the four Legacy Offshore Vehicles making contributions in Steps 2 through 4 — Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, and Fund V-B Lux — is classified as a partnership for U.S. federal income tax purposes. None is classified as a corporation or an association taxable as a corporation. The Legacy Offshore Vehicles are for

4. No Foreign Corporation Is a Party to the Transactions In the transactions described in Steps 2 through 4, foreign partnerships (the Legacy Offshore Vehicles) contribute property to a domestic partnership (the Consolidated Master Fund LP). No foreign corporation — or any corporation — is a transferor, transferee, or party to any of the contributions. The transactions are partnership-to-partnership contributions, no

5. Legislative History The legislative history of § 367 confirms that Congress intended the provision to apply exclusively in the corporate context. Section 367 was enacted as part of the Internal Revenue Code of 1954, and its amendments over the years — including the Tax Reform Act of 1976 , the Tax and the Tax Reform Act of 1986 — have consistently focused on preventing the tax-free outbound transfer of appreciated

6. The Service might whether the transaction should be analyzed at the partner level — that is, whether the partners of the Legacy Offshore Vehicles (some of which may be foreign corporations, such as intermediate offshore entities) should be treated as transferring property to the Master Fund. The Treasury Regulations under § 367 do not extend the provision's reach to partnership contributions. See Treas. Reg. §§ 1.

1. IRC § 731(a) Tax-Free Distribution IRC § 731(a)(1) provides that "[i]n the case of a distribution by a partnership to a partner, gain shall not be recognized to such partner, except to the extent that any money distributed exceeds the adjusted basis of such partner's interest in the partnership immediately before the distribution." IRC § 731(a)(2) provides a parallel rule for loss recognition, limiting loss recogn