Contract analysis

I. Introduction and Purpose This term sheet and outline (the "Term Sheet") sets forth the proposed principal terms of the Escrow Agreement (the "Escrow Agreement") to be entered into in connection with the Stock Purchase Agreement (the "SPA") by and among Solara Fleet Holdings LLC, a Delaware limited liability company (the "Buyer"), the Stockholder Representative (as defined in Section II.B below), and Northgate Escr

II. Parties A. Buyer Solara Fleet Holdings LLC is a Delaware limited liability company to be formed as a wholly-owned subsidiary of Solara Fund III, LP (EIN: 84-6239017), which is the primary investment vehicle of Solara Digital Infrastructure LP (EIN: 82-4710368). The Buyer's principal office is located at 1200 Market Street, Suite 2400, Wilmington, Delaware 19801. Solara Fleet Holdings LLC will serve as the acquisi

III. Escrow Fund — Establishment and Amount A. Escrow Deposit At the closing of the transactions contemplated by the SPA (the "Closing"), currently targeted for April 30, 2026 (with an outside date of June 30, 2026, as set forth in the LOI), the Buyer shall withhold from the aggregate closing consideration payable to the Selling Stockholders an amount equal to Seventeen Million Five Hundred Thousand Dollars ($17,500,

IV. Escrow Term and Release Schedule A. General Escrow Period The Escrow Account shall remain in effect for a period of eighteen (18) months following the Closing Date (the "Escrow Period"). The Escrow Period is intended to provide the Buyer with a reasonable window of time following the Closing to identify, investigate, and assert indemnification claims arising from breaches of the Selling Stockholders' representati

V. Investment of Escrow Funds A. Permitted Investments The Escrow Agent shall invest and reinvest the Escrow Amount, and all Escrow Earnings accrued thereon, in one or more of the following categories of investments (collectively, "Permitted Investments"), as jointly directed in writing by the Buyer and the Stockholder Representative: (i) United States Treasury bills, notes, or bonds with remaining maturities not exc

VI. Claim Procedures A. Notice of Claim by Buyer The Buyer may submit a claim against the Escrow Fund (a "Claim Notice") at any time during the Escrow Period with respect to any indemnifiable losses, damages, costs, expenses, liabilities, or obligations (collectively, "Losses") arising from or related to breaches of the representations, warranties, covenants, or agreements of the Selling Stockholders or the Company u

1. A reasonably detailed description of the facts and circumstances giving rise to the claim, including the nature of the alleged breach or indemnifiable event and the time period during which the relevant events occurred or are alleged to have occurred;

2. Identification of the specific representations, warranties, covenants, or agreements under the SPA that are alleged to have been breached, or the specific indemnification provision of the SPA under which the claim is asserted, by reference to the applicable section number(s) of the SPA;

3. The aggregate dollar amount of the Losses claimed by the Buyer (or, if the amount of such Losses is not yet determinable with reasonable precision, a good-faith estimate thereof, together with a statement explaining why the amount is not yet determinable and when a more precise determination is expected to be available) (the "Claimed Amount"); and

4. Copies of any supporting documentation, correspondence, agreements, reports, or other materials that are reasonably available to the Buyer at the time of delivery of the Claim Notice and that are relevant to the factual or legal basis of the claim. The Buyer shall supplement the Claim Notice with additional supporting documentation as it becomes available, without prejudice to the timeliness or validity of the ori

1. Accepts the claim in whole, in which case the Response shall so state and shall constitute authorization to the Escrow Agent to disburse the Claimed Amount to the Buyer from the Escrow Account in accordance with Section VII.A below;

2. Accepts the claim in part, in which case the Response shall specify the dollar amount that is accepted (the "Accepted Amount") and the dollar amount that is disputed (the "Disputed Amount"), together with a reasonably detailed explanation of the basis for the partial acceptance and partial dispute; or

3. Disputes the claim in whole, in which case the Response shall constitute a "Dispute Notice" and shall specify the Disputed Amount (which shall be equal to the full Claimed Amount) and the grounds for dispute, including a reasonably detailed explanation of the factual or legal basis on which the Stockholder Representative contends that the claim is invalid, not indemnifiable, or overstated. Deemed Acceptance. If th

VII. Disbursement Mechanics A. Disbursement to Buyer (Indemnification Claims) Upon the occurrence of any of the following events, the Escrow Agent shall disburse the applicable amount from the Escrow Account to the Buyer (Solara Fleet Holdings LLC) by wire transfer of immediately available funds to the account designated by the Buyer: (a) Acceptance by Stockholder Representative. Upon receipt by the Escrow Agent of a

VIII. Interaction with SPA Indemnification Framework A. Indemnification Baskets and Caps (Cross-Reference to SPA) The Escrow Agreement is designed to function in conjunction with, and is subject to, the indemnification framework to be set forth in Article [__] of the SPA. The SPA is expected to include the following threshold and limitation provisions with respect to the Selling Stockholders' indemnification obligati

IX. Escrow Agent Provisions A. Appointment and Acceptance Northgate Escrow Services LLC shall be appointed as Escrow Agent pursuant to the Escrow Agreement and shall accept such appointment upon execution thereof. The Escrow Agent's acceptance of its appointment shall be conditioned upon the execution and delivery of the Escrow Agreement by all parties, receipt of all required tax identification and wire transfer inf