Contract analysis

I. Executive Summary This memorandum sets forth our analysis of the debt commitment letter dated February 14, 2026 (reference CL-INB-2026-0214) (the "Commitment Letter") delivered by Ironclad National Bank, N.A. ("Ironclad" or "INB") to Solara Digital Infrastructure LP ("Solara") in connection with the proposed acquisition (the "Acquisition") of one hundred percent (100%) of the issued and outstanding shares of commo

II. Overview of Commitment Letter Terms A. Parties. The following parties are identified in the Commitment Letter: Solara Fleet Holdings LLC (the "Borrower") has not yet been formed. It will be organized as a Delaware limited liability company and will serve as the acquisition vehicle through which Solara Fund III, LP will acquire all of the outstanding equity of MFW. The Commitment Letter contemplates that the Borro

III. Conditions Precedent to Funding The Commitment Letter sets forth the conditions precedent that must be satisfied (or waived by Ironclad) prior to the initial funding of the Credit Facility on the Closing Date. These conditions are organized below by category, followed by our analysis and concerns. A. Documentation Conditions The following documentation must be executed and delivered as a condition to funding:

1. Definitive Credit Agreement. Execution and delivery of the definitive credit agreement (the "Credit Agreement"), in form and substance reasonably satisfactory to Ironclad and consistent in all material respects with the Commitment Letter and the summary term sheet annexed thereto as Exhibit A. The Credit Agreement will be accompanied by the related ancillary loan documents, including the security agreement, pledge

2. Stock Purchase Agreement. Execution and delivery of the Stock Purchase Agreement (the "SPA") by and among the Borrower (or Solara Fund III, LP), the stockholders of MFW, and any other parties thereto. The SPA must be "in form and substance consistent in all material respects with the Letter of Intent dated February 18, 2026 (reference LOI-MFW-2026-0218) and not materially adverse to the interests of the lenders (w

3. Equity Commitment Letter. Delivery of the equity commitment letter from Solara Fund III, LP to Solara Fleet Holdings LLC evidencing a firm commitment by Solara Fund III, LP to fund One Hundred Seventy-Five Million Dollars ($175,000,000) in equity to the Borrower on the Closing Date. The equity commitment letter must be in form and substance reasonably satisfactory to Ironclad.

4. Payoff Letter and Lien Releases. Receipt of a payoff letter and lien release documentation from Sentinel Commerce Bank, N.A. in respect of MFW's existing revolving line of credit, which has an outstanding balance of approximately $4,200,000 as of the date of the Commitment Letter. The payoff letter must confirm the aggregate payoff amount and provide for the release and termination of all liens securing MFW's obli

1. Accuracy of Specified Representations. The "Specified Representations" (as defined and discussed in Section IV.A below) made by the Borrower and the Guarantors in the Credit Agreement shall be true and correct in all material respects on and as of the Closing Date (except to the extent such representations speak to an earlier date, in which case they shall be true and correct in all material respects as of such ea

2. No Borrower Material Adverse Effect. Since the date of the SPA, there shall not have occurred any event, condition, or circumstance that constitutes a "Material Adverse Effect" as defined in the SPA (the "SPA MAE"). This condition tracks the SPA's MAE definition rather than imposing a separate, independently defined MAE standard in the Credit Agreement — a structure commonly referred to as the "SPA MAE construct."

3. Absence of Default. No "Default" or "Event of Default" (as such terms will be defined in the Credit Agreement) shall have occurred and be continuing, or would result from the initial funding of the Credit Facility on the Closing Date.

4. Officer's Certificate. Receipt by Ironclad of an officer's certificate, executed by a duly authorized officer of the Borrower and each Guarantor, certifying as to the satisfaction of the conditions set forth in items (1) through (3) above, and attaching copies of organizational documents, resolutions, and incumbency certificates.

5. Evidence of Insurance. Delivery of evidence (certificates of insurance or binders) that the Borrower and MFW maintain insurance coverage in types, amounts, and with carriers reasonably satisfactory to Ironclad, naming the Administrative Agent as loss payee and/or additional insured as appropriate.

6. Legal Opinions. Receipt of legal opinions from: (a) Calderwood & Harkness LLP, as counsel to the Borrower, addressing customary matters including due organization, authorization, enforceability, no conflicts, and perfection of security interests (to the extent governed by the UCC); and (b) if required, local counsel in jurisdictions where the Borrower, MFW, or any Guarantor is organized or where material assets ar

7. Perfection of Security Interests. Evidence of the filing of UCC-1 financing statements in the applicable jurisdictions, delivery of stock certificates representing the equity interests of MFW endorsed in blank or accompanied by duly executed stock powers, and completion of such other actions as may be required to perfect the Administrative Agent's first-priority lien on the collateral.

8. Solvency Certificate. Delivery of a solvency certificate from the chief financial officer of the Borrower (or, if the Borrower does not have a CFO at closing, from an authorized officer of Solara Fleet Holdings LLC or Solara Fund III, LP), certifying that the Borrower and its subsidiaries (including MFW), on a consolidated basis and after giving effect to the Acquisition and the incurrence of the Credit Facility,

1. Audited Financial Statements. Receipt by Ironclad of audited financial statements of MFW for the fiscal years ended December 31, 2023, December 31, 2024, and December 31, 2025, in each case prepared in accordance with GAAP and audited by Glenmore Kessler & Associates PC (engagement partner: Linda Chowdhury, CPA). These audited financial statements must be accompanied by unqualified audit opinions. We note that the

2. Interim Financial Statements. Receipt by Ironclad of unaudited interim financial statements of MFW (consisting of a balance sheet, income statement, and cash flow statement) for any fiscal quarter ended more than forty-five (45) days prior to the Closing Date. If the Closing occurs on April 30, 2026, the most recently completed fiscal quarter would be Q1 2026 (ended March 31, 2026), but the 45-day lookback period

3. Quality of Earnings. The Commitment Letter does not require an independent quality of earnings ("QofE") report as a condition to funding. We note that Whitmore Sandoval Group LLC is conducting a buy-side quality of earnings analysis for Solara's benefit in connection with the Acquisition diligence process, but the delivery of that report to Ironclad is not a condition to funding. This is a favorable provision; in

4. HSR Clearance. Completion of the Hart-Scott-Rodino ("HSR") pre-merger notification process — either through early termination of the waiting period or expiration of the initial or extended waiting period — is a condition to closing under the SPA. Because the Commitment Letter's funding conditions are tied to the satisfaction of SPA closing conditions (through the SunGard construct), HSR clearance is effectively a

1. Governmental and Third-Party Approvals. Receipt of all governmental approvals and third-party consents required under the SPA as conditions to the closing of the Acquisition. This includes HSR clearance (as discussed above) and any other regulatory approvals that may be identified during the diligence process. Based on our preliminary analysis, no regulatory approvals beyond HSR are anticipated for the Acquisition

2. Know Your Customer / Anti-Money Laundering. Completion by Ironclad of its "know your customer" ("KYC") and anti-money laundering ("AML") compliance checks on the Borrower, the Guarantors, and their respective principals, beneficial owners, and authorized signatories. This is a regulatory requirement that cannot be waived and is standard in all commitment letters. Ironclad will require delivery of KYC documentation

3. USA PATRIOT Act Compliance. Delivery by the Borrower and Guarantors of a certification of compliance with the requirements of the USA PATRIOT Act of 2001 (Title III of Pub. L. 107-56), including the customer identification program requirements thereunder. This is standard. E. Other Conditions

1. Payment of Fees and Expenses. Payment of all fees and expenses due and payable under the Commitment Letter and Fee Letter on or prior to the Closing Date, including the arrangement fee of $2,625,000. Ironclad may, at the Borrower's request, fund such fees and expenses from the initial TLA borrowing proceeds, though this must be reflected in the sources and uses and the funds flow memorandum.

2. Equity Contribution. Funding of the equity contribution by Solara Fund III, LP to Solara Fleet Holdings LLC "contemporaneously with or prior to" the initial borrowing under the TLA. This language creates ambiguity as to whether the equity must be funded before the debt (i.e., equity-first) or may be funded simultaneously. We discuss this issue in Section III.F below.

3. Pro Forma Capitalization Table and Sources and Uses. Delivery of a pro forma capitalization table and a sources and uses schedule reflecting the final terms of the Acquisition, the Credit Facility, the equity contribution, and all transaction costs and adjustments. This is a standard and ministerial condition that is satisfied at or immediately prior to closing. F. Analysis and Concerns We have identified the foll

IV. Representations and Warranties A. Specified Representations (Limited Condition) The Commitment Letter adopts a "Specified Representations" construct, which is a critical feature of the certain funds / SunGard framework. Under this approach, the Lenders' obligation to fund on the Closing Date is conditioned only on the accuracy of a limited, enumerated set of representations and warranties in the Credit Agreement

V. Covenants (Summary from Term Sheet) The Commitment Letter is accompanied by a summary term sheet that outlines the anticipated covenants to be included in the Credit Agreement. Many of the covenant provisions are designated as "to be agreed" or "consistent with market precedent for facilities of this type and size." The following is a summary of the covenant framework, with our preliminary analysis. A. Financial C

VI. Flex Provisions A. Description. The Fee Letter contains a confidential "market flex" provision (the "Flex Provision") that grants Ironclad the right to modify certain terms of the Credit Facility if Ironclad determines, in its reasonable judgment, that changes are advisable to ensure the successful syndication of the Facility to other financial institution lenders. Flex provisions are standard in commitment lette

1. Pricing Flex: Negotiate a reduction from 50 bps to 25 bps on both the TLA and the RCF. A 25 bps pricing flex is more consistent with current market practice for sponsor-backed middle-market transactions with a creditworthy sponsor such as Solara. If Ironclad insists on retaining a 50 bps flex, propose a compromise at 37.5 bps or tie the flex exercise to a specific syndication timeline (e.g., flex may be exercised

2. OID Flex: Negotiate a cap reduction from 2.00% to 1.00%, reducing the maximum OID from $2,500,000 to $1,250,000. An OID of 2.00% is at the high end of market for a first-lien TLA facility.

3. Structure Flex: Strongly recommend eliminating the structure flex entirely. The ability to reallocate $25,000,000 (20% of the TLA) to a subordinated tranche is unusually broad and could materially alter the economics and structure of the financing in a manner that was not contemplated by Solara's investment committee when the transaction was approved. If elimination is not achievable, propose capping the structure

4. SOFR Floor Flex: Negotiate elimination of the SOFR floor flex entirely. If Ironclad insists, propose a maximum SOFR floor of 0.50% rather than 1.00%. The combined maximum cost impact of the Flex Provisions, if all were exercised to their full extent, is summarized in Appendix B.

VII. SunGard / Certain Funds Provisions A. Description. The Commitment Letter incorporates "certain funds" or "SunGard" provisions, named after the landmark SunGard Data Systems leveraged buyout, which established the market standard for limiting conditions to funding in acquisition financings. The SunGard construct is critical to ensuring that committed financing will be available at the closing of the Acquisition a

VIII. Market MAC Condition A. Description. In addition to the SunGard / certain funds provisions described in Section VII, the Commitment Letter includes a "market material adverse change" condition (the "Market MAC Condition"). The Market MAC Condition provides that Ironclad's obligations under the Commitment Letter are subject to there not occurring, after the date of the Commitment Letter (February 14, 2026), any