Contract analysis

1. Status of Draft. This is an initial draft of the Equity Commitment Letter prepared for review by Viktor Sorensen and Claire Nakamura. The draft has not been shared with Sellers' counsel (Hawthorne Kinsey & Alcott LLP, attn: Rachel Greenwald) and remains subject to revision based on internal Solara feedback, as well as any changes necessitated by the ongoing negotiation of the Purchase Agreement.

2. Reverse Termination Fee / Guarantee Cap. The Reverse Termination Fee amount and the corresponding cap on Guaranteed Obligations under Section 5.2 have been left as bracketed placeholders. These amounts are subject to negotiation with the Sellers' side. Current market practice for transactions of this size typically contemplates a Reverse Termination Fee in the range of 3% to 6% of enterprise value (i.e., $10,500,0

3. Limited Guarantee (Section 5). The Limited Guarantee provisions are included in this draft on the expectation that the Sellers will require a sponsor-level guarantee as a condition to entering into the Purchase Agreement. This is consistent with market practice in sponsor-backed acquisitions. Solara should be prepared to negotiate the scope of the Guaranteed Obligations, the Guarantee Cap, and the survival period.

4. Specific Performance Provisions (Section 6.2). The specific performance provisions in Section 6.2, which grant Buyer (and only Buyer) the right to seek specific performance of Sponsor's funding obligation, should be cross-referenced to the specific performance provisions in the Purchase Agreement. We will coordinate this cross-reference once the Purchase Agreement is in substantially final form. Sellers' counsel m

5. Formation of Solara Fleet Holdings LLC. Please confirm that the formation of Solara Fleet Holdings LLC has been completed (or will be completed) before execution of the Equity Commitment Letter and the Purchase Agreement. We will need the Delaware certificate of formation and the EIN (to be obtained from the IRS) for inclusion in the final execution version. We are prepared to file the certificate of formation wit

6. Sources and Uses Confirmation. We recommend that the deal team coordinate with Owen Prescott at Cobalt Ridge Partners LLC to run a final sources and uses analysis confirming that the $175,000,000 Equity Contribution, together with the $125,000,000 Term Loan A (assuming the $50,000,000 Revolving Facility remains undrawn at close) and the $25,000,000 Holliday Rollover Equity, is sufficient to cover the full Purchase

7. Debt Financing Coordination. We recommend coordination with Jonathan Mayer at Cascade & Whitfield LLP (lenders' counsel) to ensure that the conditions to funding under the Debt Commitment Letter are consistent and aligned with the conditions set forth in Section 2 of this Equity Commitment Letter. Any disconnect between the equity and debt funding conditions could create a situation in which Sponsor is obligated t

8. R&W Insurance Policy. We have included the R&W insurance policy from Atlas Meridian Underwriters Ltd. as a condition to funding (Section 2.1(e)). Please confirm the expected policy terms (including the $35,000,000 policy limit, retention amount, and whether the policy is buyer-side only or includes a seller-side component) with the insurance broker.

9. TerraLink Consent. The TerraLink change-of-control consent (Section 2.1(b)(iv)) remains a key closing condition. We understand that negotiations with TerraLink Logistics, Inc. regarding the consent are ongoing. If there is any risk that this consent will not be obtained, we should discuss whether to include a fiduciary-out or alternative structure (e.g., post-closing covenant to obtain consent).

10. Next Steps. Upon receipt of the Solara deal team's comments on this draft, we will: (a) revise the Equity Commitment Letter accordingly; (b) prepare a clean version and a blackline for circulation to Sellers' counsel; (c) coordinate with Cascade & Whitfield LLP on Debt Financing alignment; and (d) prepare the ancillary formation documents for Solara Fleet Holdings LLC. Please do not hesitate to contact me or Sand