Contract analysis

1. Purpose and Engagement Thank you for selecting Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") to represent Solara Digital Infrastructure LP ("Solara," "SDILP," or the "Client"), a Delaware limited partnership, in connection with the proposed acquisition (the "Transaction") of all of the issued and outstanding capital stock of Meridian FleetWorks, Inc., a Delaware corporation ("MFW" or the "Target").

2. Scope of Representation The Firm will represent Solara as buyer's counsel in all legal aspects of the Transaction, including but not limited to the following: (a) Preliminary Transaction Documents. Review and analysis of the Letter of Intent dated January 17, 2026 (the "LOI"), executed between Solara Fund III, LP and MFW, and all related preliminary transaction documents, including any exclusivity agreements, conf

3. Client Identification For purposes of this engagement, the Client is Solara Digital Infrastructure LP, a Delaware limited partnership, bearing Employer Identification Number 82-4710368. The general partner of the Client is Solara Digital Infrastructure GP LLC, a Delaware limited liability company, which has authorized the execution of this Engagement Letter and the retention of the Firm on behalf of the Client. Th

4. Engagement Team and Staffing The Firm has assembled the following team of experienced professionals to handle this engagement: James Prentice — Responsible Partner (Mergers & Acquisitions). Mr. Prentice will have overall supervisory responsibility for the engagement, including strategic oversight of all aspects of the Transaction, and will serve as the Client's primary point of contact at the Firm. Mr. Prentice br

5. Fee Arrangement 5.1 Billing Basis — Hourly Rates Legal services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the following standard rates, which have been established specifically for this engagement: The foregoing rates are effective as of the date of this Engagement Letter and are subject to the Firm's annual rate adjustments, which are typically effective on or ab

6. Disbursements and Expenses In addition to legal fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the engagement. Such disbursements and expenses may include, but are not limited to, the following: • Filing fees, including HSR Act premerger notification filing fees, which are currently estimated at approximately

7. Conflicts of Interest The Firm has conducted a comprehensive conflicts check in accordance with its internal policies and procedures and the applicable Rules of Professional Conduct governing attorneys practicing in the State of New York and the State of Delaware. Based on the results of this conflicts check, the Firm has identified no conflicts of interest that would prevent or limit the Firm's ability to represe

8. Confidentiality The Firm will maintain the confidentiality of all information provided by the Client in connection with this engagement, in accordance with applicable Rules of Professional Conduct, the attorney-client privilege, and the work product doctrine. The Firm recognizes its obligation to safeguard the Client's information and will implement appropriate measures to protect against unauthorized disclosure.

9. Document Retention Upon the conclusion of the engagement (whether by closing of the Transaction, termination, or otherwise), the Firm will retain Client files, including both physical and electronic files, in accordance with the Firm's document retention policy. The Firm's current policy provides for the retention of Client files for a period of seven (7) years following the conclusion of the engagement, after whi

10. Termination Either party may terminate this engagement at any time, with or without cause, by providing written notice to the other party. Such notice shall be delivered in accordance with the notice provisions set forth in Section 13 below. In the event of termination by the Client, the Client shall remain obligated to pay for all legal services rendered and all disbursements and expenses incurred by the Firm th

11. Limitation of Liability The Firm's aggregate liability to the Client for any claims arising out of or relating to the legal services rendered under this Engagement Letter, whether based in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by the Client to the Firm for services rendered under this Engagement Letter. This limitation applies to the Firm and its partners, associate

12. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute

13. Miscellaneous This Engagement Letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of the engagement described herein and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings, or agreements, whether written or oral, relating to the subject matter hereof. This Engagement Letter may not be amended, modified, or

14. Acceptance and Execution We respectfully request that the Client confirm its acceptance of the terms and conditions set forth in this Engagement Letter by having an authorized representative sign and return the enclosed copy of this letter to the undersigned. An executed copy may be returned by hand delivery, overnight courier, or electronic mail (PDF) to the attention of James Prentice at the address set forth i