AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
SOLARA CONSOLIDATED MASTER FUND LP
A Delaware Limited Partnership
DRAFT — Subject to Review and Revision
Dated as of [●], 2025
by and among
SOLARA CONSOLIDATED MASTER FUND GP LLC
a Delaware limited liability company
as General Partner
and
THE LIMITED PARTNERS IDENTIFIED ON SCHEDULE A HERETO
THIS AGREEMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH LAWS. THE PARTNERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT ARE SUBJECT TO FURTHER RESTRICTIONS ON TRANSFER AS SET FORTH IN THIS AGREEMENT.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
SOLARA CONSOLIDATED MASTER FUND LP
This Amended and Restated Limited Partnership Agreement (this "Agreement") of Solara Consolidated Master Fund LP, a Delaware limited partnership (the "Partnership"), is entered into as of [●], 2025, by and among Solara Consolidated Master Fund GP LLC, a Delaware limited liability company, as general partner (the "General Partner"), and the limited partners identified on Schedule A hereto (each, a "Limited Partner" and, together with the General Partner, the "Partners").
RECITALS
WHEREAS, the Partnership was formed as a Delaware limited partnership by the filing of a Certificate of Limited Partnership (the "Certificate") with the Secretary of State of the State of Delaware on September 15, 2025, pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. (the "Delaware Act");
WHEREAS, the Partnership is formed for the purpose of serving as the consolidated master fund vehicle in connection with the cross-border reorganization (the "Reorganization") of the fund platform of Solara Digital Infrastructure LP, a Delaware limited partnership ("SDILP"), which had approximately $14.7 billion in assets under management as of March 31, 2025;
WHEREAS, in connection with the Reorganization, the Partnership will receive contributed portfolio assets from four legacy offshore vehicles (collectively, the "Legacy Offshore Vehicles"): (i) Solara Digital Partners Fund IV-A (Cayman) LP, a Cayman Islands exempted limited partnership; (ii) Solara Digital Partners Fund IV-B (Luxembourg) SCSp, a Luxembourg special limited partnership (société en commandite spéciale); (iii) Solara Digital Partners Fund V-A (Cayman) LP, a Cayman Islands exempted limited partnership; and (iv) Solara Digital Partners Fund V-B (Luxembourg) SCSp, a Luxembourg special limited partnership;
WHEREAS, following such contributions, the Partnership will hold and manage such portfolio assets on behalf of its Partners, which will include Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed (the "International Feeder"), Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed (the "Tax-Exempt Feeder"), and such other Partners as may be admitted from time to time in accordance with the terms of this Agreement;
WHEREAS, the registered agent of the Partnership in the State of Delaware is Capitol Registered Agents Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904; and
WHEREAS, the parties hereto desire to set forth their respective rights and obligations with respect to the Partnership as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Adjusted Capital Account" means, with respect to any Partner, such Partner's Capital Account as of the end of the relevant Fiscal Year or other period, after giving effect to the following adjustments: (a) credit to such Capital Account any amounts that such Partner is obligated to restore pursuant to this Agreement or is deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (b) debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.
"Aggregate Liabilities" means the aggregate principal amount of portfolio-level debt assumed by the Partnership from the Legacy Offshore Vehicles in connection with the Initial Capital Contributions, which as of the Initial Contribution Date is expected to equal approximately $1.34 billion.
"Allocable Share" means, with respect to each Partner, such Partner's share of Partnership items of income, gain, loss, deduction, and credit, as determined under Article V of this Agreement.
"Applicable Law" means all applicable federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements, or other governmental restrictions, including the rules and regulations of any self-regulatory organization having jurisdiction over any Partner or the Partnership.
"Built-In Gain" means, with respect to any Contributed Property, the excess, if any, of the fair market value of such property at the time of its contribution to the Partnership over its adjusted tax basis at such time. The aggregate Built-In Gain of all Contributed Property is estimated to be $1.72 billion, representing the difference between the aggregate fair market value of $7.75 billion and the aggregate adjusted tax basis of $6.03 billion.
"Built-In Loss" means, with respect to any Contributed Property, the excess, if any, of the adjusted tax basis of such property at the time of its contribution to the Partnership over its fair market value at such time.
"Capital Account" means, with respect to each Partner, the Capital Account maintained for such Partner pursuant to Section 5.3 of this Agreement.
"Capital Contribution" means, with respect to any Partner, the total amount of cash and the fair market value of any property (net of liabilities assumed by the Partnership or to which such property is subject) contributed to the Partnership by such Partner.
"Carried Interest" has the meaning ascribed to it in Section 6.2(c).
"Certificate" means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware on September 15, 2025, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Code" means the Internal Revenue Code of 1986, as amended from time to time. Any reference herein to a specific section of the Code shall include any corresponding provision of any succeeding law.
"Contributed Property" means any property contributed to the Partnership by a Legacy Offshore Vehicle (or any other Partner), including all portfolio company interests, associated contracts, rights, permits, intellectual property, cash, and other assets received by the Partnership in connection with Steps 2 through 4 of the Reorganization.
"Deficit Restoration Obligation" has the meaning ascribed to it in Section 12.4.
"Delaware Act" means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq., as amended from time to time.
"Feeder Fund" means each of the International Feeder and the Tax-Exempt Feeder, and "Feeder Funds" means both of them collectively.
"Fiscal Year" means the calendar year ending December 31, or such shorter period commencing on the date of formation of the Partnership or ending on the date of dissolution of the Partnership, as applicable.
"General Partner" means Solara Consolidated Master Fund GP LLC, a Delaware limited liability company, or any successor general partner admitted pursuant to the terms of this Agreement.
"Indemnified Party" has the meaning ascribed to it in Section 13.2.
"Initial Contribution Date" means the date on which the first Legacy Offshore Vehicle contributes assets to the Partnership in connection with the Reorganization, which is targeted to occur on October 1, 2025.
"International Feeder" means Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed in connection with the Reorganization, serving as the feeder vehicle for non-U.S. investors.
"Key Person" has the meaning ascribed to it in Section 7.4.
"Key Person Event" has the meaning ascribed to it in Section 7.4.
"Legacy Offshore Vehicles" means, collectively, (i) Solara Digital Partners Fund IV-A (Cayman) LP, (ii) Solara Digital Partners Fund IV-B (Luxembourg) SCSp, (iii) Solara Digital Partners Fund V-A (Cayman) LP, and (iv) Solara Digital Partners Fund V-B (Luxembourg) SCSp.
"Limited Partner" means each Person admitted as a limited partner of the Partnership in accordance with this Agreement, and "Limited Partners" means all such Persons collectively.
"LPAC" has the meaning ascribed to it in Section 7.3.
"Manager" means Viktor Raines, in his capacity as the manager of the General Partner.
"Net Asset Value" or "NAV" means the fair market value of all assets of the Partnership, less all liabilities of the Partnership (including reserves established by the General Partner), as calculated by the Fund Administrator in accordance with Section 11.3 of this Agreement.
"Net Losses" means, for each Fiscal Year or other period, an amount equal to the Partnership's taxable loss for such Fiscal Year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the adjustments set forth in Treasury Regulations Section 1.704-1(b)(2)(iv).
"Net Profits" means, for each Fiscal Year or other period, an amount equal to the Partnership's taxable income for such Fiscal Year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the adjustments set forth in Treasury Regulations Section 1.704-1(b)(2)(iv).
"Partner" means the General Partner or any Limited Partner, and "Partners" means all of them collectively.
"Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in Treasury Regulations Section 1.704-2(i)(2).
"Partnership" means Solara Consolidated Master Fund LP, a Delaware limited partnership.
"Partnership Interest" means a Partner's interest in the Partnership, including such Partner's rights to share in the profits, losses, deductions, credits, and distributions of the Partnership and all other rights and obligations of such Partner under this Agreement and the Delaware Act.
"Partnership Minimum Gain" has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2).
"Partnership Representative" has the meaning ascribed to it in Section 10.1.
"Person" means any natural person, corporation, limited liability company, partnership (general or limited), joint venture, trust, estate, unincorporated organization, association, governmental authority or agency, or other entity of any kind or nature.
"PLR Request" has the meaning ascribed to it in Section 10.7.
"Portfolio Company" means any operating company, holding company, or other entity in which the Partnership directly or indirectly holds an equity interest, including equity interests in corporations, limited liability companies, partnerships, and other entities. As of the Initial Contribution Date, the Partnership is expected to hold interests in twenty-three (23) Portfolio Companies (eleven from the Fund IV vehicles and twelve from the Fund V vehicles).
"Regulations" or "Treas. Reg." means the Treasury Regulations (including temporary and proposed regulations) promulgated under the Code, as the same may be amended from time to time. Any reference herein to a specific section of the Regulations shall include any corresponding provision of any succeeding regulation.
"Remedial Allocation Method" means the method of making allocations under Section 704(c) of the Code as described in Treasury Regulations Section 1.704-3(d).
"Reorganization" means the five-step cross-border fund-platform reorganization described in the Recitals hereto, with a target effective date of December 1, 2025, pursuant to which the Legacy Offshore Vehicles contribute their portfolio assets to the Partnership and are subsequently dissolved, and the underlying investors of such vehicles are admitted as Partners (directly or through Feeder Funds).
"SDILP" means Solara Digital Infrastructure LP, a Delaware limited partnership (EIN 82-4917366), the fund platform sponsor.
"Section 704(c) Property" means Contributed Property with respect to which there is a difference between the fair market value and the adjusted tax basis of such property at the time of its contribution to the Partnership.
"Solara GP" means Solara Digital Infrastructure GP LLC, a Delaware limited liability company (EIN 82-4917365), the general partner of SDILP.
"Tax Distribution" has the meaning ascribed to it in Section 6.5.
"Tax-Exempt Feeder" means Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed in connection with the Reorganization, serving as the feeder vehicle for U.S. tax-exempt investors (including pension funds and endowments) to mitigate concerns relating to Unrelated Business Taxable Income.
"Tax Matters Partner" means the General Partner (or its designee), serving as the Partnership Representative under IRC Section 6223 (as amended by the Bipartisan Budget Act of 2015).
"Transfer" means, as a noun, any direct or indirect sale, assignment, gift, pledge, hypothecation, mortgage, encumbrance, exchange, or other disposition (whether voluntary or involuntary, by operation of law or otherwise), and, as a verb, to directly or indirectly sell, assign, give, pledge, hypothecate, mortgage, encumber, exchange, or otherwise dispose of (whether voluntarily or involuntarily, by operation of law or otherwise).
"UBTI" means unrelated business taxable income within the meaning of IRC Section 512.
"U.S. Real Property Interest" or "USRPI" means a "United States real property interest" as defined in IRC Section 897(c).
Section 1.2 — Interpretation
(a) Unless the context otherwise requires, (i) words importing the singular shall include the plural, and vice versa; (ii) words importing one gender shall include any other gender; (iii) references to any Person shall include such Person's successors and assigns; and (iv) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(b) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.
(c) References to Articles, Sections, Schedules, and Exhibits are to the Articles, Sections, Schedules, and Exhibits of this Agreement unless otherwise specified.
(d) References to any statute, law, or regulation shall be deemed to refer to such statute, law, or regulation as amended, re-enacted, consolidated, or replaced from time to time, and to any successor statute, law, or regulation, and to all applicable rules and regulations promulgated thereunder.
(e) References to "dollars" or "$" are to the lawful currency of the United States of America; references to "euros" or "€" are to the lawful currency of the member states of the European Union participating in the European Economic and Monetary Union.
(f) In computing any period of time prescribed by this Agreement, the day of the act, event, or default from which the designated period of time begins to run shall not be included, and the last day of the period so computed shall be included unless it is a Saturday, Sunday, or legal holiday, in which event the period shall run until the end of the next day that is not a Saturday, Sunday, or legal holiday.
ARTICLE II — ORGANIZATION
Section 2.1 — Formation
The Partnership has been formed as a limited partnership under and pursuant to the provisions of the Delaware Act by the filing of the Certificate of Limited Partnership with the Secretary of State of the State of Delaware on September 15, 2025. The general partner of the Partnership is Solara Consolidated Master Fund GP LLC, a Delaware limited liability company. The registered agent of the Partnership in the State of Delaware is Capitol Registered Agents Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The registered office of the Partnership in the State of Delaware is located at 850 New Burton Road, Suite 201, Dover, Delaware 19904.
The rights and obligations of the Partners and the administration, dissolution, and termination of the Partnership shall be governed by the Delaware Act, except as otherwise expressly provided in this Agreement. To the extent that any provision of this Agreement is inconsistent with any non-mandatory provision of the Delaware Act, this Agreement shall control.
Section 2.2 — Name
The name of the Partnership is "Solara Consolidated Master Fund LP." The business of the Partnership may be conducted under such name or under any other name or names approved by the General Partner in its sole discretion. The General Partner shall give prompt notice to the Limited Partners of any change in the name of the Partnership and shall take all actions necessary to comply with any fictitious name statute or similar requirement in any jurisdiction in which the Partnership conducts business.
Section 2.3 — Principal Office
The principal office of the Partnership shall be located at c/o Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, or at such other place or places as the General Partner may from time to time designate. The General Partner shall give notice to the Partners of any change in the principal office of the Partnership.
Section 2.4 — Purpose
The purpose of the Partnership is:
(a) To receive, hold, manage, and dispose of portfolio company interests and related assets contributed by the Legacy Offshore Vehicles in connection with the Reorganization;
(b) To make, hold, and dispose of investments in companies and assets engaged in or related to digital infrastructure (including data centers, fiber-optic networks, and edge computing) and enterprise software-as-a-service ("SaaS") platforms;
(c) To serve as the consolidated master fund vehicle for the Feeder Funds and for any co-investing Delaware funds, including Solara Digital Partners Fund IV LP and Solara Digital Partners Fund V LP, as applicable; and
(d) To engage in any and all activities and to exercise any and all powers that are incidental, necessary, or related to the accomplishment of the foregoing purposes, and to engage in any other lawful business or activity for which limited partnerships may be organized under the Delaware Act.
Section 2.5 — Term
The term of the Partnership commenced on the date the Certificate was filed with the Secretary of State of the State of Delaware and shall continue in perpetuity until the Partnership is dissolved and terminated in accordance with the provisions of Article XII of this Agreement. The Partnership has no fixed expiration date, but is subject to dissolution upon the occurrence of any of the events set forth in Section 12.1.
Section 2.6 — Entity Classification
(a) The Partnership is, and is intended to be, classified as a partnership for United States federal income tax purposes under Treasury Regulations Section 301.7701-3. IRS Form 8832 (Entity Classification Election) has been, or will be, filed with the Internal Revenue Service electing partnership classification for the Partnership, effective as of the date of formation of the Partnership.
(b) The Partnership shall not elect to be classified as a corporation or an association taxable as a corporation for United States federal income tax purposes or for the purposes of any applicable state or local tax law.
(c) No Partner shall take any action, cause the Partnership to take any action, or fail to take any action, that is inconsistent with the Partnership's classification as a partnership for United States federal income tax purposes.
Section 2.7 — Filings
The General Partner shall execute and cause to be filed all certificates, notices, amendments, statements, and other instruments required or permitted to be filed under the Delaware Act and under the laws of any other jurisdiction in which the Partnership conducts business or in which such filing is necessary to protect the limited liability of the Limited Partners or to permit the Partnership to conduct business. The General Partner shall apply for and obtain an Employer Identification Number (EIN) from the Internal Revenue Service for the Partnership and shall take all other actions necessary to establish the Partnership as a taxpaying entity for United States federal, state, and local tax purposes.
ARTICLE III — PARTNERS; ADMISSION
Section 3.1 — General Partner
The General Partner of the Partnership is Solara Consolidated Master Fund GP LLC, a Delaware limited liability company formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. The General Partner is managed by Viktor Raines, who serves as Managing Partner and Founder of SDILP and as the sole manager of the General Partner. The General Partner holds a general partnership interest representing [●]% of the Partnership Interests in the Partnership. The General Partner shall have all of the rights, powers, and obligations of a general partner under the Delaware Act and as set forth in this Agreement.
Section 3.2 — Initial Limited Partners
(a) The initial Limited Partners of the Partnership shall be admitted upon the Initial Contribution Date, which is targeted to occur on October 1, 2025. The initial Limited Partners are the Legacy Offshore Vehicles contributing assets to the Partnership in connection with Steps 2 through 4 of the Reorganization, as follows:
(i) Solara Digital Partners Fund IV-A (Cayman) LP (EIN 98-6241503), a Cayman Islands exempted limited partnership, contributing assets with an aggregate fair market value of $2.31 billion, an aggregate adjusted tax basis of $1.62 billion, and an aggregate Built-In Gain of $690 million.
(ii) Solara Digital Partners Fund IV-B (Luxembourg) SCSp (EIN 98-6241571; Luxembourg Register of Commerce and Companies (RCS) B 248193), a Luxembourg special limited partnership, contributing assets with an aggregate fair market value of $1.16 billion (€1.07 billion at an exchange rate of 1.08 EUR/USD), an aggregate adjusted tax basis of $844.6 million (€782 million), and an aggregate Built-In Gain of $311 million (€288 million).
(iii) Solara Digital Partners Fund V-A (Cayman) LP (EIN 98-7891234), a Cayman Islands exempted limited partnership, contributing assets with an aggregate fair market value of $2.89 billion, an aggregate adjusted tax basis of $2.34 billion, and an aggregate Built-In Gain of $550 million.
(iv) Solara Digital Partners Fund V-B (Luxembourg) SCSp (EIN 98-7891267; RCS B 271056), a Luxembourg special limited partnership, contributing assets with an aggregate fair market value of $1.39 billion (€1.29 billion), an aggregate adjusted tax basis of $1.23 billion (€1.14 billion), and an aggregate Built-In Gain of $162 million (€150 million).
(b) Each Legacy Offshore Vehicle shall be admitted as a Limited Partner upon the execution and delivery of this Agreement or a counterpart hereof by such Legacy Offshore Vehicle and the completion of its Initial Capital Contribution in accordance with Article IV.
Section 3.3 — Subsequent Limited Partners; Feeder Fund Admission
(a) Following the dissolution of the Legacy Offshore Vehicles in Step 5 of the Reorganization (targeted to occur on December 1, 2025), the underlying limited partners of such vehicles shall be admitted as Limited Partners of the Partnership, either directly or through one of the Feeder Funds, as applicable.
(b) Non-U.S. investors who were limited partners of the Legacy Offshore Vehicles shall roll into the International Feeder, which shall be admitted as a Limited Partner of the Partnership. Representative non-U.S. investors accessing the Partnership through the International Feeder include:
(i) Nordhaven Sovereign Wealth Fund (Kingdom of Nordhaven), with prior commitments of $380 million to Fund IV-A (Cayman) and $500 million to Fund V-A (Cayman). Head of Alternative Investments: Anders Bjørkman.
(ii) Kestrel Pacific Insurance Group (Singapore), with prior commitments of €200 million to Fund IV-B (Luxembourg) and €275 million to Fund V-B (Luxembourg). Senior Portfolio Manager: Christine Leung.
(c) U.S. tax-exempt investors who were limited partners of the Legacy Offshore Vehicles shall roll into the Tax-Exempt Feeder, which shall be admitted as a Limited Partner of the Partnership. The Tax-Exempt Feeder is structured to mitigate UBTI concerns for U.S. tax-exempt investors, including pension funds and endowments. Representative U.S. tax-exempt investors investing through the Tax-Exempt Feeder include:
(i) Pinnacle State Employees' Retirement System, with prior commitments of $275 million to Fund IV and $340 million to Fund V. Chief Investment Officer: Margaret Faulkner.
(ii) Grandview University Endowment, with prior commitments of $120 million to Fund IV and $185 million to Fund V. Director of Investments: Harold Kingsley.
(d) U.S. taxable investors, including Argyle Family Office Holdings LLC (Principal: Elliot Argyle; prior commitments of $95 million to Fund IV and $130 million to Fund V), shall remain directly invested in Solara Digital Partners Fund IV LP and Solara Digital Partners Fund V LP, respectively. Such U.S. taxable investors co-invest alongside the Partnership rather than investing through the Partnership, and accordingly are not Partners of the Partnership.
(e) Additional Limited Partners may be admitted to the Partnership only with the prior written consent of the General Partner. Each new Limited Partner must execute and deliver to the General Partner a counterpart of this Agreement or an instrument of accession substantially in the form of Exhibit A attached hereto.
Section 3.4 — Schedule of Partners
The General Partner shall maintain, as part of the books and records of the Partnership, Schedule A hereto, setting forth each Partner's name, address, Capital Account balance, Partnership Interest percentage, date of admission, and tax status. Schedule A shall be updated by the General Partner upon each admission, withdrawal, substitution, or Transfer of a Partner or Partnership Interest. Schedule A as amended from time to time shall be binding on all Partners absent manifest error.
Section 3.5 — Representations of Partners
(a) Each Partner, by executing this Agreement or an instrument of accession hereto, represents and warrants to the Partnership and the other Partners that:
(i) Such Partner is acquiring its Partnership Interest for its own account, for investment purposes only, and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended.
(ii) Such Partner is either an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended, or a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, or both.
(iii) Such Partner has received and reviewed a copy of this Agreement and has had the opportunity to ask questions of, and receive answers from, the General Partner and its representatives.
(iv) Such Partner has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Partnership.
(b) Each Feeder Fund, upon its admission as a Limited Partner, represents and warrants that its formation documents require each of its underlying investors to meet the applicable investor qualification standards set forth in the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended.
(c) Each Partner shall represent, upon admission and upon request thereafter, whether it is (i) a "United States person" within the meaning of Code Section 7701(a)(30), (ii) a tax-exempt entity described in Code Section 501(a), or (iii) a non-U.S. person, and shall provide the Partnership with a properly completed and executed IRS Form W-9 (for U.S. persons) or the applicable IRS Form W-8 (W-8BEN, W-8BEN-E, W-8IMY, or W-8ECI, as appropriate) (for non-U.S. persons). Each Partner shall promptly notify the General Partner of any change in its tax status and shall provide updated IRS forms as necessary.
ARTICLE IV — CAPITAL CONTRIBUTIONS
Section 4.1 — Initial Capital Contributions
(a) Each Legacy Offshore Vehicle shall make its Initial Capital Contribution to the Partnership by contributing all of its portfolio company interests, together with all associated assets, contracts, rights, permits, intellectual property, cash, and other property, and subject to all associated liabilities, to the Partnership in exchange for a Partnership Interest.
(b) The contribution sequence and target dates for the Initial Capital Contributions are as follows:
(i) Fund IV-A (Cayman) LP: October 1, 2025 (Step 2 of the Reorganization) — aggregate fair market value of contributed assets: $2.31 billion; aggregate adjusted tax basis: $1.62 billion.
(ii) Fund IV-B (Luxembourg) SCSp: October 15, 2025 (Step 3 of the Reorganization) — aggregate fair market value of contributed assets: $1.16 billion (€1.07 billion); aggregate adjusted tax basis: $844.6 million (€782 million).
(iii) Fund V-A (Cayman) LP: November 1, 2025 (Step 4 of the Reorganization) — aggregate fair market value of contributed assets: $2.89 billion; aggregate adjusted tax basis: $2.34 billion.
(iv) Fund V-B (Luxembourg) SCSp: November 1, 2025 (Step 4 of the Reorganization) — aggregate fair market value of contributed assets: $1.39 billion (€1.29 billion); aggregate adjusted tax basis: $1.23 billion (€1.14 billion).
(c) The total aggregate Initial Capital Contributions are expected to have an aggregate fair market value of $7.75 billion, an aggregate adjusted tax basis of $6.03 billion, and an aggregate Built-In Gain of $1.72 billion.
(d) Each such contribution is intended to qualify as a tax-free contribution under IRC Section 721(a), and accordingly no gain or loss shall be recognized by the contributing partnership, the Partnership, or any of their respective partners in connection therewith, except as otherwise required by the Code and the Regulations.
(e) Representative portfolio company interests to be contributed in connection with the Initial Capital Contributions include:
(i) NovaBright Data Systems Inc., a Delaware corporation engaged in data center operations. Fair market value: $890 million; adjusted tax basis: $520 million. Ownership: Fund IV-A (Cayman) LP (60%); Solara Digital Partners Fund IV LP (40%). The 60% interest contributed by Fund IV-A (Cayman) LP has a fair market value of $534 million and an adjusted tax basis of $312 million.
(ii) Crestline Cloud Solutions LLC, a Delaware limited liability company classified as a disregarded entity for U.S. federal income tax purposes, operating a SaaS platform. Fair market value: €340 million ($367 million); adjusted tax basis: €195 million ($211 million). Ownership: Fund IV-B (Luxembourg) SCSp (100%).
(iii) Veridian Edge Computing Corp., a Delaware corporation engaged in edge computing. Fair market value: $1.12 billion; adjusted tax basis: $780 million. Ownership: Fund V-A (Cayman) LP (55%); Solara Digital Partners Fund V LP (45%). The 55% interest contributed by Fund V-A (Cayman) LP has a fair market value of $616 million and an adjusted tax basis of $429 million.
(iv) Thorngate Fiber Networks LP, a Delaware limited partnership operating fiber-optic networks. Fair market value: $670 million; adjusted tax basis: $490 million. Ownership: Fund IV-A (Cayman) LP (100%).
(v) Helix SaaS Holdings Ltd., a Cayman Islands exempted company serving as a SaaS holding company. Fair market value: $445 million; adjusted tax basis: $310 million. Ownership: Fund V-A (Cayman) LP (100%).
(vi) Eighteen (18) additional portfolio company interests, as more particularly described on Schedule B hereto.
Section 4.2 — Assumption of Liabilities
In connection with the Initial Capital Contributions, the Partnership shall assume aggregate liabilities of approximately $1.34 billion associated with the contributed portfolio assets. Such liabilities include portfolio-level debt across all Legacy Offshore Vehicles, including term loans, revolving credit facilities, and other indebtedness. The assumption of such liabilities shall be analyzed under IRC Section 752 and the allocation of such liabilities among the Partners shall be determined in accordance with Section 5.8 of this Agreement. The details of the assumed liabilities are set forth on Schedule C hereto.
Section 4.3 — Additional Capital Contributions
(a) No Limited Partner shall be required to make additional Capital Contributions to the Partnership, except as expressly set forth in this Agreement or as otherwise agreed in writing by such Limited Partner and the General Partner.
(b) The General Partner may accept additional cash or property contributions from existing or new Partners, subject to compliance with IRC Section 721(a) and the application of IRC Section 704(c) to any contributed property with a difference between fair market value and adjusted tax basis.
(c) Each Feeder Fund's obligation to fund additional Capital Contributions to the Partnership shall correspond to capital calls made by such Feeder Fund on its underlying investors in accordance with the terms of such Feeder Fund's own limited partnership agreement.
Section 4.4 — No Interest on Capital Contributions
No interest shall accrue or be payable on any Capital Contribution or on any Capital Account balance. No Partner shall be entitled to receive interest from the Partnership on any Capital Contribution or on any credit balance in such Partner's Capital Account.
Section 4.5 — Return of Capital Contributions
(a) Except as provided in Section 6.2 and Article XII of this Agreement, no Partner shall have the right to demand or receive the return of all or any portion of its Capital Contribution.
(b) Distributions of cash or property made by the Partnership to a Partner shall not be treated as a return of such Partner's Capital Contribution except as expressly provided in Section 6.2(a) or upon dissolution and liquidation of the Partnership pursuant to Article XII.
(c) No Partner shall have priority over any other Partner with respect to the return of Capital Contributions, except as expressly set forth in Section 6.2 or Section 12.3.
Section 4.6 — Non-Cash Contributions; Valuation
(a) All portfolio company interests and other property contributed to the Partnership as Initial Capital Contributions shall be valued at their respective fair market values as determined by Redstone Advisory Group LLC (Managing Director: Marco DeLuca; 750 Seventh Avenue, 21st Floor, New York, New York 10019), the independent valuation advisor retained by SDILP for purposes of the Reorganization.
(b) Valuation methodologies employed by Redstone Advisory Group LLC include discounted cash flow analysis, comparable company analysis, and precedent transaction methods, as appropriate for digital infrastructure, data center, fiber-optic network, edge computing, and SaaS assets. The selection of the appropriate valuation methodology for each Portfolio Company is at the discretion of the valuation advisor, subject to review by the General Partner.
(c) The General Partner shall maintain complete and accurate records of the fair market value and adjusted tax basis of each item of Contributed Property at the time of its contribution to the Partnership, and shall update such records as necessary to reflect subsequent events (including dispositions, impairments, and additional investments).
ARTICLE V — ALLOCATIONS
Section 5.1 — Allocation of Net Profits and Net Losses
(a) Subject to the special allocation provisions of Sections 5.2 through 5.7, Net Profits for each Fiscal Year (or other relevant period) shall be allocated among the Partners in proportion to their respective Partnership Interest percentages.
(b) Subject to the special allocation provisions of Sections 5.2 through 5.7, Net Losses for each Fiscal Year (or other relevant period) shall be allocated among the Partners in proportion to their respective Partnership Interest percentages; provided, however, that Net Losses shall not be allocated to any Partner to the extent that such allocation would cause or increase a deficit in such Partner's Adjusted Capital Account.
(c) Allocations shall be made as of the last day of each Fiscal Year and, if the General Partner determines it to be appropriate, as of any other date during the Fiscal Year (including the date of any admission, withdrawal, or substitution of a Partner, or the date of any significant contribution or distribution).
Section 5.2 — Special Allocations
The following special allocations shall be made in the order and priority set forth below, and shall take precedence over the general allocation provisions of Section 5.1:
(a) Minimum Gain Chargebacks. Notwithstanding any other provision of this Article V, if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f)(6). This Section 5.2(a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.
(b) Partner Nonrecourse Debt Minimum Gain Chargebacks. Notwithstanding any other provision of this Article V (other than Section 5.2(a)), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a partner nonrecourse debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such partner nonrecourse debt (determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to such Partner's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 5.2(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(c) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustment, allocation, or distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account deficit of such Partner as quickly as possible. This Section 5.2(c) is intended to constitute a "qualified income offset" within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
(d) Nonrecourse Deductions. Nonrecourse deductions (as defined in Treasury Regulations Section 1.704-2(b)(1)) for any Fiscal Year shall be allocated among the Partners in proportion to their respective Partnership Interest percentages.
(e) Partner Nonrecourse Deductions. Any partner nonrecourse deductions (as defined in Treasury Regulations Section 1.704-2(i)(2)) for any Fiscal Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the partner nonrecourse debt to which such deductions are attributable, in accordance with Treasury Regulations Section 1.704-2(i)(1).
(f) Curative Allocations. The allocations set forth in Sections 5.2(a) through 5.2(e) (the "Regulatory Allocations") are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss, or deduction pursuant to this Section 5.2(f). The General Partner shall make such offsetting special allocations of Partnership income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Partner's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement and all Partnership items were allocated pursuant to Section 5.1.
Section 5.3 — Capital Accounts
(a) A Capital Account shall be established and maintained for each Partner in accordance with the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:
(i) Increased by (A) the amount of cash contributed by such Partner to the Partnership, (B) the fair market value of property contributed by such Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership is considered to assume or take subject to under Code Section 752), and (C) allocations to such Partner of Net Profits and items of Partnership income and gain (including income and gain exempt from tax and income and gain described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treasury Regulations Section 1.704-1(b)(4)(i));
(ii) Decreased by (A) the amount of cash distributed to such Partner by the Partnership, (B) the fair market value of property distributed to such Partner by the Partnership (net of liabilities secured by such distributed property that such Partner is considered to assume or take subject to under Code Section 752), and (C) allocations to such Partner of Net Losses and items of Partnership expenditure and loss (including expenditure described in Code Section 705(a)(2)(B) and loss and deduction described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g), but excluding items described in Treasury Regulations Section 1.704-1(b)(4)(i) or Treasury Regulations Section 1.704-1(b)(4)(iii)).
(b) Upon the contribution of property by a Partner to the Partnership, the Capital Account of the contributing Partner shall be credited with the fair market value of the contributed property (and not its adjusted tax basis), in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(d).
(c) The General Partner may, in its sole discretion, cause the Capital Accounts of the Partners to be adjusted to reflect a revaluation of Partnership assets ("book-up" or "book-down") upon the occurrence of any of the events described in Treasury Regulations Section 1.704-1(b)(2)(iv)(f), including the admission of a new Partner, the liquidation of the Partnership or a Partner's interest, or the contribution of more than a de minimis amount of money or other property to the Partnership.
(d) In the event of a Transfer of a Partnership Interest in accordance with Article IX, the Capital Account of the transferor shall carry over to the transferee to the extent of the Partnership Interest transferred, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(l).
Section 5.4 — Tax Allocations; IRC § 704(c)
(a) General Rule. Except as provided in this Section 5.4, items of income, gain, loss, deduction, and credit for United States federal income tax purposes shall be allocated among the Partners in the same manner as the corresponding items of "book" income, gain, loss, deduction, and credit are allocated under Sections 5.1 and 5.2 of this Agreement.
(b) Section 704(c) Allocations — Contributed Property. With respect to each item of Contributed Property (i.e., each portfolio company interest, asset, or liability contributed by a Legacy Offshore Vehicle or other Partner), the Partnership shall make allocations for United States federal income tax purposes in a manner that takes into account the difference between the fair market value and the adjusted tax basis of such property at the time of its contribution to the Partnership, as required by IRC Section 704(c) and the Regulations promulgated thereunder. Such allocations shall be made on a property-by-property basis.
(c) Remedial Allocation Method Election. The Partnership hereby elects to use the Remedial Allocation Method under Treasury Regulations Section 1.704-3(d) with respect to all Contributed Property (i.e., all Section 704(c) Property). The Remedial Allocation Method shall be applied on a property-by-property basis. Specifically:
(i) Built-In Gain accounts shall be established and tracked for each item of Contributed Property, with the aggregate Built-In Gain of $1.72 billion allocated among the contributing Legacy Offshore Vehicles as follows:
• Fund IV-A (Cayman) contributed properties: $690 million aggregate Built-In Gain
• Fund IV-B (Luxembourg) contributed properties: $311 million aggregate Built-In Gain (€288 million)
• Fund V-A (Cayman) contributed properties: $550 million aggregate Built-In Gain
• Fund V-B (Luxembourg) contributed properties: $162 million aggregate Built-In Gain (€150 million)