Contract analysis

Section 1: The Transaction 1.1 Structure. The proposed transaction (the "Transaction") will be structured as a stock purchase whereby Buyer (or its designated affiliate, anticipated to be a newly formed Delaware limited liability company to be organized under the laws of the State of Delaware and named "Solara Fleet Holdings LLC") will acquire one hundred percent (100%) of the issued and outstanding shares of (a) com

Section 2: Due Diligence 2.1 Scope and Access. The Company shall provide Buyer and its representatives (including Buyer's legal counsel, Calderwood & Harkness LLP, financial advisor, Cobalt Ridge Partners LLC, quality of earnings advisor, Whitmore Sandoval Group LLC, and such other advisors as Buyer may reasonably engage from time to time) with full and complete access to the Company's books and records, properties,

Section 3: Definitive Agreement and Ancillary Documents 3.1 Definitive Agreement. Following completion of due diligence (or at such earlier time as the parties may mutually agree), the parties shall negotiate in good faith the Definitive Agreement (Stock Purchase Agreement), which shall contain customary representations and warranties of the Company and the Sellers (and, where applicable, of Buyer), covenants (includ

Section 4: Representations and Warranties Insurance Buyer intends to obtain a buy-side representations and warranties insurance policy (the "R&W Policy") with respect to the Transaction. The proposed policy limit is Thirty-Five Million Dollars ($35,000,000), representing ten percent (10%) of the Purchase Price, with an estimated premium of approximately One Million Fifty Thousand Dollars ($1,050,000) (calculated at a

Section 5: Financing 5.1 Equity Financing. Buyer has obtained commitments from Solara Fund III, LP, a Delaware limited partnership with approximately One Billion Eight Hundred Fifty Million Dollars ($1,850,000,000) in committed capital, to fund equity in an amount of One Hundred Seventy-Five Million Dollars ($175,000,000) to finance the Transaction and to pay related fees and expenses. Buyer will provide the Sellers

Section 6: Conditions to Closing The Closing of the Transaction (the "Closing") shall be subject to the satisfaction or waiver (to the extent permitted by applicable law) of customary conditions precedent, including but not limited to the following: (a) Execution and Delivery of Agreements. Execution and delivery of the Definitive Agreement and all ancillary agreements contemplated thereby by the respective parties t

Section 7: Target Closing Date; Outside Date The parties shall use commercially reasonable efforts to consummate the Transaction as promptly as practicable following the satisfaction or waiver of all conditions to Closing set forth in the Definitive Agreement. The target Closing Date is April 30, 2026, or such other date as may be mutually agreed upon by the parties in writing (the "Target Closing Date"). In the even

Section 8: Exclusivity 8.1 Exclusivity Period. During the period commencing on the date of this LOI (February 18, 2026) and ending on the date that is sixty (60) days thereafter (April 19, 2026) (the "Exclusivity Period"), the Company and its shareholders, directors, officers, employees, agents, and representatives (including without limitation Hawthorne Kinsey & Alcott LLP, as the Company's legal counsel, and Redsto

Section 9: Exclusivity Deposit Within five (5) business days following the execution of this LOI (i.e., on or before February 25, 2026), Buyer shall deposit Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Exclusivity Deposit") into an escrow account with Northgate Escrow Services LLC, located at 100 Summer Street, Suite 800, Boston, Massachusetts 02110 (the "Deposit Escrow Agent"). The Exclusivity Deposi

Section 10: Confidentiality The existence of this LOI and the terms hereof, as well as all information exchanged among the parties (and their respective representatives) in connection with the Transaction, shall be treated as confidential in accordance with the terms and conditions of the Mutual Non-Disclosure Agreement dated January 8, 2026 between Solara Digital Infrastructure LP and Meridian FleetWorks, Inc. (the

Section 11: Expense Reimbursement Each party shall bear its own costs and expenses incurred in connection with the Transaction, including the fees and expenses of its respective legal, financial, accounting, tax, and other advisors, whether or not the Transaction is consummated. Notwithstanding the foregoing, in the event that Buyer terminates the Transaction without cause (as such term shall be defined in the Defini

Section 12: Non-Binding Nature; Binding Provisions 12.1 Non-Binding Provisions. Except as expressly provided in Section 12.2 below, this LOI is not intended to create, and shall not be deemed to create, any legally binding obligation on either party with respect to the Transaction. The parties' respective rights and obligations with respect to the Transaction shall arise only upon the execution and delivery of the De

Section 13: Governing Law and Dispute Resolution This LOI, and any claims, controversies, disputes, or causes of action (whether in contract, tort, or otherwise) arising out of, relating to, or in connection herewith, or the negotiation, execution, or performance hereof, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws pro

Section 14: General Provisions 14.1 Assignment. Neither party may assign, delegate, or transfer any of its rights or obligations under this LOI without the prior written consent of the other party, and any attempted assignment without such consent shall be null and void; provided, however, that Buyer may assign its rights and obligations hereunder to any affiliate of Buyer, including Solara Fleet Holdings LLC (once f