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Contract analysis / exclusivity-deposit-wire-letter.docx
exclusivity-deposit-wire-letter.docx
High · 9
Medium · 0
Standard · 0
1. Background and LOI Reference
High
⚑ Non-compete / exclusivity restraint
1. Background and LOI Reference On February 18, 2026, Solara Digital Infrastructure LP (and/or its designated affiliate) and Meridian FleetWorks, Inc. executed a binding Letter of Intent bearing reference number LOI-MFW-2026-0218 (the "LOI"), governing the principal terms and conditions of a proposed stock purchase transaction (the "Proposed Transaction") pursuant to which Solara (or its designated acquisition vehicl
2. Exclusivity Deposit Terms
High
⚑ Penalty / liquidated damages
2. Exclusivity Deposit Terms The principal terms of the Exclusivity Deposit, as set forth in the LOI and summarized herein for the convenience of the Escrow Agent, are as follows: Amount: Two Million Five Hundred Thousand Dollars ($2,500,000.00). Depositor: Solara Digital Infrastructure LP, or, at Solara's election, Solara Fund III, LP (EIN: 84-6239017), a Delaware limited partnership and Solara's designated investme
3. Wire Transfer Instructions
High
⚑ Non-compete / exclusivity restraint
3. Wire Transfer Instructions Solara hereby authorizes and directs the transfer of Two Million Five Hundred Thousand Dollars ($2,500,000.00) via federal funds wire transfer to Northgate Escrow Services LLC, in its capacity as Escrow Agent, in satisfaction of the Exclusivity Deposit obligation under the LOI. In order to facilitate the timely initiation and settlement of the wire transfer, we respectfully request that
4. Deposit Holding Instructions
High
⚑ Non-compete / exclusivity restraint
4. Deposit Holding Instructions Upon receipt and confirmation of the Exclusivity Deposit, Northgate Escrow shall hold the Exclusivity Deposit in accordance with the following instructions: (a) Segregated Account. The Exclusivity Deposit shall be held in a segregated, interest-bearing escrow account, separate and apart from Northgate Escrow's proprietary funds and from the funds of any other client or escrow depositor
5. Release Conditions (Summary of LOI Terms)
High
⚑ Penalty / liquidated damages
5. Release Conditions (Summary of LOI Terms) For the convenience of the Escrow Agent, and subject in all respects to the terms and conditions of the LOI (which shall govern in the event of any conflict with this summary), the release conditions applicable to the Exclusivity Deposit are summarized as follows: Release to Solara. The Exclusivity Deposit (together with all accrued interest and earnings thereon) shall be
6. Notices and Communications
High
⚑ Non-compete / exclusivity restraint
6. Notices and Communications All notices, communications, and correspondence regarding the Exclusivity Deposit and the matters set forth in this letter should be directed as follows: To Counsel for Solara: James Prentice, Esq., Partner Calderwood & Harkness LLP 277 Park Avenue, 45th Floor New York, New York 10172 Telephone: (212) 506-7124 Email: jprentice@calderwoodharkness.com To Solara: Viktor Sorensen, Managing P
7. Confirmation Request
High
⚑ Non-compete / exclusivity restraint
7. Confirmation Request Calderwood & Harkness LLP, on behalf of Solara, respectfully requests that Northgate Escrow Services LLC confirm in writing the following, at the earliest practicable opportunity: (a) receipt of this letter and acknowledgment of the instructions and terms set forth herein; (b) the complete wire transfer instructions for the designated escrow account into which the Exclusivity Deposit is to be
8. Governing Law
High
⚑ Non-compete / exclusivity restraint
8. Governing Law This letter and the escrow arrangements described herein 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-law rules or provisions that would cause the application of the laws of any other jurisdiction. The selection of Delaware law is consistent with the governing law provisions of the LOI (LOI-MFW-2026-
9. Reservation of Rights
High
⚑ Non-compete / exclusivity restraint
9. Reservation of Rights Nothing in this letter shall be construed as a waiver of any rights, remedies, or claims of Solara Digital Infrastructure LP under the LOI, at law, or in equity, whether now existing or hereafter arising. All rights and remedies of Solara are expressly reserved and may be exercised in Solara's sole discretion in accordance with applicable law and the terms of the LOI. Solara reserves the righ