Contract analysis

I. Introduction and Purpose of Letter This firm represents Solara Digital Infrastructure LP, a Delaware limited partnership ("Solara"), and its affiliated investment vehicle, Solara Fund III, LP, a Delaware limited partnership ("Fund III"), in connection with the proposed acquisition (the "Transaction") of one hundred percent (100%) of the issued and outstanding shares of common stock, par value $0.001 per share (the

II. Transaction Overview For purposes of establishing a common framework, we set forth below a summary of the principal structural and economic terms of the Transaction as currently contemplated: Structure. The Transaction will be structured as a stock purchase. Solara, acting through a newly formed acquisition vehicle, Solara Fleet Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Fun

III. Calderwood & Harkness Deal Team The following attorneys at Calderwood & Harkness have been assigned to the Transaction and will serve as the primary points of contact for all matters relating to the deal. We have identified below each team member's role, office location, and contact information: James Prentice — Responsible Partner (Mergers & Acquisitions) Mr. Prentice will serve as the responsible partner and p

IV. Proposed Transaction Timeline Set forth below is a schedule of key milestones derived from the LOI, supplemented by the working timeline that Calderwood & Harkness proposes for the efficient prosecution of the Transaction. We recognize that certain of these dates are targets rather than hard deadlines, and we are prepared to discuss any scheduling constraints on HKA's or MFW's side in order to arrive at a mutuall

V. Due Diligence Request List — Transmission and Process We confirm that enclosed with this letter is Calderwood & Harkness's comprehensive due diligence request list dated February 19, 2026 (the "Request List"), setting forth the documents, information, and materials that Solara and its advisors will require in connection with confirmatory due diligence on the Company. The Request List is organized into the followin

1. Corporate and Organizational Documents

6. Technology and Data Privacy

11. Regulatory and Compliance

13. Environmental All responsive documents and materials should be uploaded to the virtual data room hosted on the Thackeray Solutions platform under the project name "Project Trident" (the "VDR"). Access credentials for the Calderwood & Harkness deal team have been confirmed, and we understand that HKA and MFW are in the process of populating the VDR. We respectfully request that HKA provide a preliminary index of V

VI. Proposed Working Protocol for Document Exchange and SPA Negotiation In order to ensure an efficient and organized process, we propose the following working protocol for document exchange, SPA drafting and negotiation, and inter-counsel communication. We welcome HKA's feedback on any of these proposals and are happy to adjust the protocol based on your preferences. Document Exchange Format. All transactional docum

VII. Key Preliminary Matters for Attention Based on our review of the LOI, the preliminary information provided to date, and our initial assessment of the Transaction, we wish to highlight the following matters that we believe warrant early engagement between counsel. We would appreciate HKA's views on each of these items at your earliest convenience, and we are happy to schedule a dedicated call to discuss any or al

1. TerraLink Change-of-Control Consent. The Strategic Partnership Agreement between MFW and TerraLink Logistics, Inc. ("TerraLink"), dated March 15, 2022, contains a change-of-control consent provision that, based on our preliminary understanding, will be triggered by the Transaction. Given TerraLink's significance as MFW's largest customer — with approximately $3,800,000 in annual recurring revenue ("ARR"), represen

2. Stockholder Approval and Support. Given that the Transaction is structured as a stock purchase and will require the approval of MFW's stockholders, Calderwood & Harkness intends to propose a Stockholder Support Agreement (the "Support Agreement") to be executed concurrently with the SPA by the principal stockholders of MFW. Based on our current understanding of MFW's capitalization, the following stockholders coll

3. Equity Rollover. We understand that Garrett Holliday, in his capacity as a stockholder of MFW, intends to roll over approximately Twenty-Five Million Dollars ($25,000,000) of his equity value into Solara Fleet Holdings LLC (the Acquisition Sub) in connection with the Closing. Calderwood & Harkness will prepare a Rollover Agreement for negotiation that will set forth the terms of Mr. Holliday's equity contribution

4. Option Treatment. The MFW 2016 Stock Incentive Plan (the "Plan") has 650,000 options outstanding, of which 480,000 are vested and 170,000 are unvested, with a weighted-average exercise price of $8.50 per share. Calderwood & Harkness anticipates that the SPA will provide for the cancellation of all outstanding options (both vested and unvested) at Closing in exchange for a per-share cash payment equal to Thirty-Fiv

5. HSR Filing Coordination. The Transaction will require the filing of a notification and report form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the U.S. Department of Justice (the "DOJ"). Calderwood & Harkness will be responsible for preparing the Buyer's notification form and will coordinate with Solara on the collection of the necessary information. We request tha

6. Restrictive Covenants. Consistent with the terms of the LOI, Calderwood & Harkness will prepare post-closing non-competition and non-solicitation agreements (the "Restrictive Covenant Agreements") for each of Garrett Holliday and Diana Vasquez-Park as conditions to Closing. The Restrictive Covenant Agreements will contain customary provisions restricting competition and solicitation of employees and customers for

VIII. Enclosures The following materials are enclosed with this letter for your reference:

1. Due Diligence Request List dated February 19, 2026 (comprehensive, thirteen (13) categories, as described in Section V above); and

2. Calderwood & Harkness deal team contact sheet, including names, roles, direct dial telephone numbers, and email addresses for all team members assigned to the Transaction. Please confirm receipt of these enclosures at your earliest convenience. Should you have any questions regarding the Request List or the deal team contacts, please do not hesitate to reach out to Mr. Fitzpatrick directly.

IX. Conclusion and Next Steps We appreciate your time in reviewing this letter and the enclosed materials, and we look forward to a productive and collaborative working relationship with you, Mr. Cho, and the entire HKA team throughout the course of this Transaction. Based on our experience, transactions of this complexity and magnitude are most successful when counsel on both sides maintain open lines of communicati