1041-00004 · Solara Digital Infrastructure LP · Correspondence

letter-to-hka-introduction.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

277 Park Avenue, 45th Floor New York, New York 10172

Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com

February 19, 2026

Via Email and First-Class Mail

Rachel Greenwald, Esq. Hawthorne Kinsey & Alcott LLP 1900 K Street NW, Suite 1100 Washington, DC 20006

Re: Proposed Acquisition of Meridian FleetWorks, Inc. by Solara Digital Infrastructure LP Project Trident Reference: LOI-MFW-2026-0218 (Letter of Intent executed February 18, 2026)

Dear Ms. Greenwald:

I. Introduction and Purpose of Letter

This firm represents Solara Digital Infrastructure LP, a Delaware limited partnership ("Solara"), and its affiliated investment vehicle, Solara Fund III, LP, a Delaware limited partnership ("Fund III"), in connection with the proposed acquisition (the "Transaction") of one hundred percent (100%) of the issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), and Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock" and, together with the Common Stock, the "Shares"), of Meridian FleetWorks, Inc., a Delaware corporation ("MFW" or the "Company").

As you are aware, on February 18, 2026, Solara and MFW executed that certain Letter of Intent, reference number LOI-MFW-2026-0218 (the "LOI"), establishing the principal economic terms of the Transaction, including an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) on a cash-free, debt-free basis, subject to customary net working capital adjustments and the other terms and conditions set forth therein. The LOI also establishes a sixty (60)-day exclusivity period during which MFW has agreed not to solicit, encourage, or engage in discussions with any third parties regarding alternative transactions.

We understand that your firm, Hawthorne Kinsey & Alcott LLP ("HKA"), represents MFW and its board of directors in connection with the Transaction, and we look forward to working with you and your colleagues throughout this process.

The purpose of this letter is fourfold: (a) to introduce the Calderwood & Harkness deal team and the key members who will be working on the Transaction; (b) to outline the proposed working timeline and process consistent with the milestones set forth in the LOI; (c) to confirm the transmission of our comprehensive due diligence request list, which is enclosed herewith; and (d) to propose a working protocol for efficient and productive coordination between our respective firms, with the objective of ensuring that the parties are able to execute a definitive Stock Purchase Agreement and related ancillary documents within the timeframe contemplated by the LOI.

We believe that early alignment on process matters will be critical to the success of this Transaction, and we appreciate your willingness to engage with us on these points at the outset.

II. Transaction Overview

For purposes of establishing a common framework, we set forth below a summary of the principal structural and economic terms of the Transaction as currently contemplated:

Structure. The Transaction will be structured as a stock purchase. Solara, acting through a newly formed acquisition vehicle, Solara Fleet Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Fund III ("Buyer" or "Acquisition Sub"), will acquire one hundred percent (100%) of the issued and outstanding Shares of MFW from the stockholders of MFW (the "Sellers"). Upon consummation of the Transaction, MFW will become an indirect wholly-owned subsidiary of Fund III, subject to any rollover equity arrangements as described further below.

Purchase Price. The aggregate purchase price for the Shares is Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price"), payable in cash at the closing of the Transaction (the "Closing"), subject to customary adjustments for: (i) net working capital (with a target net working capital amount of Five Million Eight Hundred Thousand Dollars ($5,800,000), calculated based on the trailing twelve (12)-month average as of December 31, 2025, and determined in accordance with an agreed-upon methodology to be set forth in the definitive Stock Purchase Agreement); (ii) cash on hand at the Company as of the Closing; (iii) outstanding indebtedness of the Company as of the Closing; and (iv) unpaid transaction expenses of the Company. A portion of the Purchase Price will be deposited into escrow to secure the Sellers' indemnification obligations under the Stock Purchase Agreement, and the terms of such escrow arrangement will be negotiated as part of the definitive documentation.

Conditions. The Transaction is subject to, among other things: (i) satisfactory completion of confirmatory legal, financial, tax, and operational due diligence by Solara and its advisors; (ii) the negotiation, execution, and delivery of a definitive Stock Purchase Agreement (the "SPA") and all ancillary transaction documents, each in form and substance satisfactory to the parties; (iii) receipt of all required governmental approvals, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (iv) receipt of all required third-party consents, including but not limited to the consent of TerraLink Logistics, Inc. under the Strategic Partnership Agreement; (v) stockholder approval of the Transaction; and (vi) other customary conditions to closing for a transaction of this nature.

Governing Law. The SPA and all ancillary transaction documents will be governed by the laws of the State of Delaware, without regard to conflict of laws principles.

III. Calderwood & Harkness Deal Team

The following attorneys at Calderwood & Harkness have been assigned to the Transaction and will serve as the primary points of contact for all matters relating to the deal. We have identified below each team member's role, office location, and contact information:

James Prentice — Responsible Partner (Mergers & Acquisitions) Mr. Prentice will serve as the responsible partner and primary point of contact for all deal-level matters, including negotiation of the Stock Purchase Agreement and all material transaction terms. Mr. Prentice will lead all principal-level discussions between counsel.

Office: 277 Park Avenue, 45th Floor, New York, NY 10172 Direct Dial: (212) 554-8112

Email: jprentice@calderwoodharkness.com

Sandra Tung — Billing Partner (Mergers & Acquisitions) Ms. Tung will serve as co-lead on the drafting of the Stock Purchase Agreement and will be primarily responsible for the preparation and negotiation of ancillary transaction documents, including the escrow agreement, stockholder support agreement, rollover agreement, and restrictive covenant agreements.

Office: 277 Park Avenue, 45th Floor, New York, NY 10172 Direct Dial: (212) 554-8245

Email: stung@calderwoodharkness.com

Sylvia Hartwell — Specialist Partner (Tax) Ms. Hartwell will be responsible for all tax structuring matters, including the analysis of a potential Section 338(h)(10) election, and will oversee the tax-related components of due diligence and the tax representations, warranties, and covenants in the SPA.

Office: 277 Park Avenue, 45th Floor, New York, NY 10172 Direct Dial: (212) 554-8389

Email: shartwell@calderwoodharkness.com

Andrew Fitzpatrick — Lead Associate (7th Year, Mergers & Acquisitions) Mr. Fitzpatrick will serve as the primary working-level contact for HKA and will be responsible for day-to-day project management, due diligence coordination, review of material contracts and financing documents, and liaison between the Calderwood & Harkness team and the client's financial and operational advisors. All routine correspondence and scheduling matters should be directed to Mr. Fitzpatrick in the first instance.

Office: 277 Park Avenue, 45th Floor, New York, NY 10172 Direct Dial: (212) 554-8517

Email: afitzpatrick@calderwoodharkness.com

Naomi Petersen — Working Associate (4th Year, Mergers & Acquisitions) Ms. Petersen will be responsible for due diligence review and tracking, corporate organizational diligence, intellectual property diligence, and drafting support on the SPA and ancillary documents.

Office: 277 Park Avenue, 45th Floor, New York, NY 10172 Direct Dial: (212) 554-8631

Email: npetersen@calderwoodharkness.com

We respectfully request that HKA provide a corresponding team roster at your earliest convenience, including the names, roles, and contact information (direct dial and email) for all partners, associates, and any specialist counsel (including, without limitation, tax, employment, intellectual property, and data privacy specialists) who will be involved on the seller side of the Transaction. We understand that Timothy Cho has been identified as associate counsel at HKA on this matter, and our team looks forward to working closely with Mr. Cho and the broader HKA team throughout the process.

IV. Proposed Transaction Timeline

Set forth below is a schedule of key milestones derived from the LOI, supplemented by the working timeline that Calderwood & Harkness proposes for the efficient prosecution of the Transaction. We recognize that certain of these dates are targets rather than hard deadlines, and we are prepared to discuss any scheduling constraints on HKA's or MFW's side in order to arrive at a mutually workable timetable.

We wish to emphasize that the foregoing timeline is ambitious and will require the active cooperation of all parties and their respective advisors. In particular, timely and complete responses to our due diligence requests, efficient document exchange, and a collaborative approach to drafting and negotiation will be essential to achieving the target dates set forth above. The exclusivity period expires on April 19, 2026, and while we are hopeful that the definitive SPA can be executed in advance of that date, any slippage in the diligence or documentation schedule could jeopardize the parties' ability to close on the timeline contemplated by the LOI.

We are fully prepared to discuss any scheduling constraints that HKA or MFW may have, and we welcome any suggestions you may have for streamlining the process. Our experience on transactions of this nature is that early and frequent communication between counsel is the most effective means of maintaining momentum.

V. Due Diligence Request List — Transmission and Process

We confirm that enclosed with this letter is Calderwood & Harkness's comprehensive due diligence request list dated February 19, 2026 (the "Request List"), setting forth the documents, information, and materials that Solara and its advisors will require in connection with confirmatory due diligence on the Company. The Request List is organized into the following thirteen (13) categories:

1. Corporate and Organizational Documents

2. Capitalization and Equity

3. Financial Information

4. Material Contracts

5. Intellectual Property

6. Technology and Data Privacy

7. Real Property and Leases

8. Employment and Benefits

9. Tax

10. Litigation and Disputes

11. Regulatory and Compliance

12. Insurance

13. Environmental

All responsive documents and materials should be uploaded to the virtual data room hosted on the Thackeray Solutions platform under the project name "Project Trident" (the "VDR"). Access credentials for the Calderwood & Harkness deal team have been confirmed, and we understand that HKA and MFW are in the process of populating the VDR. We respectfully request that HKA provide a preliminary index of VDR contents at your earliest convenience and advise us of any categories where document assembly will require additional time beyond the March 1, 2026 target date for substantial completion of VDR population. Early identification of any gaps or delays will allow us to adjust our diligence schedule accordingly and avoid unnecessary bottlenecks.

We also wish to note the following with respect to third-party coordination on the diligence workstream:

Quality of Earnings / Financial Diligence. Calderwood & Harkness is coordinating closely with Whitmore Sandoval Group LLC ("Whitmore Sandoval"), which has been engaged by Solara to conduct the buy-side quality of earnings analysis and financial due diligence. The engagement is being led by Daniel Ostroff, CPA. Whitmore Sandoval may submit supplemental financial information requests directly to MFW's finance team or through Calderwood & Harkness, depending on the nature of the request. We ask that HKA advise MFW's finance team, including CFO Marcus Trahan, of Whitmore Sandoval's role and facilitate prompt responses to their requests.

Representations and Warranties Insurance. Calderwood & Harkness is coordinating with Trident Peak Insurance Brokers Inc. ("Trident Peak"), Solara's insurance broker (Megan Forsythe, Account Executive), in connection with the representations and warranties insurance ("R&W Insurance") underwriting process. The R&W Insurance underwriters, Atlas Meridian Underwriters Ltd. ("Atlas Meridian"), will require access to certain VDR materials for purposes of their underwriting review and may request a diligence call with MFW management in connection therewith. We respectfully request HKA's cooperation in facilitating Atlas Meridian's access to the VDR and in scheduling any management calls that may be requested by the R&W Insurance underwriters. Timely engagement with the R&W Insurance process is important to ensure that the policy can be bound concurrently with execution of the SPA.

In addition to the full Request List, we wish to identify the following items as high-priority for early production, given their significance to the structuring, diligence, and documentation of the Transaction. We would greatly appreciate receipt of these materials no later than February 26, 2026, if possible:

(a) MFW's Certificate of Incorporation and all amendments thereto (Delaware Secretary of State File Number 5582037), current Bylaws (as amended and restated), and any Stockholders' Agreement or voting agreements among the stockholders of MFW;

(b) A fully diluted capitalization table of MFW, reflecting all outstanding shares of Common Stock, Series A Preferred Stock, stock options, warrants, and any other convertible or equity-linked securities (our understanding based on the LOI and preliminary information is that there are approximately 10,000,000 fully diluted shares outstanding, consisting of 7,850,000 shares of Common Stock, 1,500,000 shares of Series A Preferred Stock, and 650,000 shares subject to outstanding options);

(c) A complete copy of the MFW 2016 Stock Incentive Plan, together with all individual option grant agreements, vesting schedules, acceleration provisions, and a schedule of all outstanding options identifying the holder, number of shares, grant date, vesting schedule, exercise price, and vested/unvested status (our understanding is that the weighted-average exercise price of outstanding options is approximately $8.50 per share);

(d) The Strategic Partnership Agreement between MFW and TerraLink Logistics, Inc., dated March 15, 2022, together with all amendments, side letters, and supplements thereto, with particular attention to the change-of-control consent provision and any related assignment or termination provisions;

(e) The Cloud Hosting Agreement between MFW and Brindoval Data Solutions LLC, dated September 1, 2023, together with all amendments, statements of work, and service level agreements;

(f) The employment agreements for Garrett Holliday (Chief Executive Officer) and Diana Vasquez-Park (Chief Technology Officer), each effective as of January 1, 2023, including all amendments, side letters, and any related severance, change-in-control, or retention arrangements;

(g) The credit agreement between MFW and Sentinel Commerce Bank, N.A. (together with any related security agreements, guaranty agreements, and intercreditor agreements), including a current payoff statement or confirmation of the outstanding balance (our understanding is that the outstanding balance is approximately $4,200,000);

(h) All intellectual property assignment agreements and invention assignment agreements executed by current and former employees and independent contractors of MFW, together with a schedule identifying any individuals who have not executed such agreements;

(i) MFW's audited financial statements for fiscal years ended December 31, 2023, December 31, 2024, and December 31, 2025, as audited by Glenmore Kessler & Associates PC (engagement partner: Linda Chowdhury, CPA), together with the related audit opinions, management letters, and any reports to the board of directors or the audit committee; and

(j) All sales and use tax returns filed by MFW for the most recent three (3) fiscal years, together with any nexus analyses or studies, voluntary disclosure agreements, or correspondence with state or local taxing authorities regarding sales and use tax obligations.

We appreciate your cooperation in prioritizing these items and understand that the Company may need a few additional days to assemble certain categories of documents. Please do not hesitate to contact Andrew Fitzpatrick if you have any questions about the scope or priority of any items on the Request List.

VI. Proposed Working Protocol for Document Exchange and SPA Negotiation

In order to ensure an efficient and organized process, we propose the following working protocol for document exchange, SPA drafting and negotiation, and inter-counsel communication. We welcome HKA's feedback on any of these proposals and are happy to adjust the protocol based on your preferences.

Document Exchange Format. All transactional documents (including the SPA, ancillary agreements, and disclosure schedules) should be exchanged in Microsoft Word format (.docx). For successive drafts, each party should provide both a clean version and a redline/blackline comparison version showing changes against the immediately preceding draft. Drafts should be transmitted via email to the Calderwood & Harkness deal team (with copies to all team members identified in Section III above), and copies of all drafts should be uploaded to a dedicated negotiation subfolder within the Project Trident VDR on Thackeray Solutions for centralized record-keeping purposes.

Turn Times. We propose the following standard turn times for review and comment on transaction documents: (a) five (5) business days for HKA's initial review of and comments on the first draft of the SPA; (b) three (3) business days for subsequent turns on the SPA by either party; and (c) two (2) business days for review and comment on ancillary transaction documents (escrow agreement, stockholder support agreement, rollover agreement, and restrictive covenant agreements), given their typically shorter length and narrower scope. We recognize that certain complex issues may require additional time for internal consultation, and we are prepared to accommodate reasonable extensions on a case-by-case basis.

Issues Lists. To facilitate efficient negotiation and ensure that open points are not lost between drafts, we propose the use of running issues lists (in Microsoft Excel or Word format) to track all open negotiation points on the SPA and each ancillary agreement. The issues lists should identify each open item, the party responsible for proposing resolution, the current status (open, resolved, or deferred), and any relevant notes or cross-references to the applicable section of the agreement. We will prepare and circulate an initial issues list template for the SPA concurrently with the first draft.

Conference Calls. We propose a weekly status call between the Calderwood & Harkness and HKA deal teams, to be held on Tuesdays or Wednesdays at a mutually convenient time (to be confirmed during the introductory call referenced in Section IX below). These weekly calls will serve as the primary forum for reviewing the status of diligence, open documentation items, and scheduling matters. In addition, we anticipate that ad hoc calls will be necessary from time to time for substantive negotiation sessions on specific provisions of the SPA or ancillary documents, and we will coordinate the scheduling of such calls through Mr. Fitzpatrick and Mr. Cho (or another designated HKA contact).

Management Calls. Calderwood & Harkness and Solara may request one or more management diligence sessions with members of MFW's senior management team, including, without limitation, Garrett Holliday (Chief Executive Officer), Diana Vasquez-Park (Chief Technology Officer), and Marcus Trahan (Chief Financial Officer). We request that all such management calls be coordinated through HKA to ensure appropriate preparation and the availability of counsel for both sides. We will provide advance notice of the topics to be covered on each management call so that MFW's team can prepare accordingly.

Third-Party Coordination. We wish to note the following with respect to third-party advisors and their potential involvement in the process:

Lender's Counsel. Cascade & Whitfield LLP (Jonathan Mayer, lead partner) is serving as counsel to the lenders, Ironclad National Bank, N.A. and Ridgeline Commercial Lending Corp. (collectively, the "Lenders"), in connection with the financing to be provided in support of the Transaction. Cascade & Whitfield may require access to certain diligence materials and will be involved in the negotiation of the financing condition and related provisions of the SPA, as well as the negotiation of the definitive credit documentation. We will coordinate with Cascade & Whitfield separately but wanted to flag their involvement for your awareness.

Financial Advisor. Cobalt Ridge Partners LLC (Owen Prescott, Managing Director) is serving as Solara's financial advisor on the Transaction and may participate in certain diligence calls and negotiation sessions.

Privilege and Confidentiality. We wish to remind all parties and their advisors that all communications between counsel regarding deal terms, diligence findings, and negotiation strategy remain subject to the confidentiality provisions of the Non-Disclosure Agreement executed between Solara and MFW on January 8, 2026 (the "NDA"), as well as applicable attorney-client privilege and work product protections. To the extent that the Transaction progresses and it becomes appropriate or necessary for the parties to share certain privileged communications or work product in furtherance of a common legal interest, we suggest that the parties discuss the execution of a common-interest agreement at the appropriate time.

VII. Key Preliminary Matters for Attention

Based on our review of the LOI, the preliminary information provided to date, and our initial assessment of the Transaction, we wish to highlight the following matters that we believe warrant early engagement between counsel. We would appreciate HKA's views on each of these items at your earliest convenience, and we are happy to schedule a dedicated call to discuss any or all of them.

1. TerraLink Change-of-Control Consent. The Strategic Partnership Agreement between MFW and TerraLink Logistics, Inc. ("TerraLink"), dated March 15, 2022, contains a change-of-control consent provision that, based on our preliminary understanding, will be triggered by the Transaction. Given TerraLink's significance as MFW's largest customer — with approximately $3,800,000 in annual recurring revenue ("ARR"), representing approximately 6.1% of MFW's total ARR of $62,000,000 — we anticipate that the receipt of TerraLink's written consent to the Transaction will be a condition to Closing in the SPA. We respectfully request that HKA advise us on: (a) the specific terms and requirements of the change-of-control consent provision; (b) whether MFW or its management has had any preliminary conversations with TerraLink regarding the Transaction or the potential for a change of control; (c) the anticipated timeline and process for obtaining TerraLink's formal written consent; and (d) whether there are any other material contracts with similar change-of-control provisions that may require third-party consents.

2. Stockholder Approval and Support. Given that the Transaction is structured as a stock purchase and will require the approval of MFW's stockholders, Calderwood & Harkness intends to propose a Stockholder Support Agreement (the "Support Agreement") to be executed concurrently with the SPA by the principal stockholders of MFW. Based on our current understanding of MFW's capitalization, the following stockholders collectively hold approximately 84.0% of the Company's fully diluted shares and would be parties to the Support Agreement:

• Pinnacle Bluff Ventures LLC — approximately 34.0% of fully diluted shares

• Garrett Holliday — approximately 32.0% of fully diluted shares

• Diana Vasquez-Park — approximately 18.0% of fully diluted shares

The Support Agreement would include, among other things, irrevocable commitments to vote in favor of the Transaction, restrictions on the transfer of shares during the pendency of the Transaction, and customary "no-shop" and "no-talk" provisions. We request HKA's views on the form and timing of stockholder consent (including whether written consent in lieu of a meeting is available under MFW's organizational documents) and whether there are any issues from the stockholders' perspective that we should be aware of at this stage.

3. Equity Rollover. We understand that Garrett Holliday, in his capacity as a stockholder of MFW, intends to roll over approximately Twenty-Five Million Dollars ($25,000,000) of his equity value into Solara Fleet Holdings LLC (the Acquisition Sub) in connection with the Closing. Calderwood & Harkness will prepare a Rollover Agreement for negotiation that will set forth the terms of Mr. Holliday's equity contribution and the terms of his membership interest in Solara Fleet Holdings LLC (including any put/call rights, tag-along and drag-along provisions, and governance rights). We request that HKA identify any issues from MFW's perspective or from Mr. Holliday's personal perspective (including any tax structuring preferences) that should be considered in the preparation of the Rollover Agreement.

4. Option Treatment. The MFW 2016 Stock Incentive Plan (the "Plan") has 650,000 options outstanding, of which 480,000 are vested and 170,000 are unvested, with a weighted-average exercise price of $8.50 per share. Calderwood & Harkness anticipates that the SPA will provide for the cancellation of all outstanding options (both vested and unvested) at Closing in exchange for a per-share cash payment equal to Thirty-Five Dollars ($35.00) (calculated based on the per-share Purchase Price) less the applicable exercise price, net of applicable tax withholdings. We request that HKA: (a) confirm that the terms of the Plan and the individual option grant agreements permit such treatment (including cancellation of unvested options in exchange for cash consideration); (b) identify any options that are subject to acceleration provisions upon a change of control; and (c) advise whether any option holders are subject to Section 409A of the Internal Revenue Code and whether any special timing or structuring considerations apply.

5. HSR Filing Coordination. The Transaction will require the filing of a notification and report form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the U.S. Department of Justice (the "DOJ"). Calderwood & Harkness will be responsible for preparing the Buyer's notification form and will coordinate with Solara on the collection of the necessary information. We request that HKA coordinate with MFW to compile the information and documents required for MFW's notification form, including, without limitation, all documents responsive to Items 4(c) and 4(d) of the HSR notification form (i.e., documents prepared by or for officers or directors of MFW that analyze or evaluate the Transaction with respect to market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets). Early identification and collection of these documents will help ensure a timely filing and the commencement of the statutory waiting period promptly following execution of the SPA.

6. Restrictive Covenants. Consistent with the terms of the LOI, Calderwood & Harkness will prepare post-closing non-competition and non-solicitation agreements (the "Restrictive Covenant Agreements") for each of Garrett Holliday and Diana Vasquez-Park as conditions to Closing. The Restrictive Covenant Agreements will contain customary provisions restricting competition and solicitation of employees and customers for a period to be negotiated, which we anticipate will be in the range of three (3) to five (5) years following the Closing. We will circulate initial drafts of the Restrictive Covenant Agreements for HKA's review concurrently with or shortly following the first draft of the SPA. We request that HKA advise us of any preliminary views or concerns regarding the scope, duration, or enforceability of such covenants under applicable law.

VIII. Enclosures

The following materials are enclosed with this letter for your reference:

1. Due Diligence Request List dated February 19, 2026 (comprehensive, thirteen (13) categories, as described in Section V above); and

2. Calderwood & Harkness deal team contact sheet, including names, roles, direct dial telephone numbers, and email addresses for all team members assigned to the Transaction.

Please confirm receipt of these enclosures at your earliest convenience. Should you have any questions regarding the Request List or the deal team contacts, please do not hesitate to reach out to Mr. Fitzpatrick directly.

IX. Conclusion and Next Steps

We appreciate your time in reviewing this letter and the enclosed materials, and we look forward to a productive and collaborative working relationship with you, Mr. Cho, and the entire HKA team throughout the course of this Transaction. Based on our experience, transactions of this complexity and magnitude are most successful when counsel on both sides maintain open lines of communication and work cooperatively toward shared milestones, and we are committed to that approach.

As an immediate next step, we propose an initial introductory call between the Calderwood & Harkness and HKA legal teams during the week of February 24, 2026. The purpose of this call would be to: (a) make introductions between the respective team members; (b) discuss the diligence schedule and any anticipated challenges in populating the VDR by the March 1, 2026 target date; (c) review and confirm the proposed working protocol set forth in Section VI above; and (d) begin a preliminary discussion of the key matters identified in Section VII above. We would suggest a time slot of approximately sixty (60) to ninety (90) minutes for this initial call.

We respectfully request that Ms. Greenwald or Mr. Cho contact Andrew Fitzpatrick at (212) 554-8517 or afitzpatrick@calderwoodharkness.com to schedule the introductory call and confirm the proposed working arrangements.

We also note that Redstone Arbor Capital LLC ("Redstone Arbor"), MFW's financial advisor (Priya Chandrasekaran, Managing Director), has been in contact with Cobalt Ridge Partners LLC (Owen Prescott) regarding the financial diligence workstream and the coordination of financial and operational information requests. Calderwood & Harkness is available to coordinate with both Redstone Arbor and Cobalt Ridge on legal aspects of the financial diligence process and to facilitate the flow of information as needed.

Thank you for your attention to this matter. We look forward to hearing from you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

James Prentice Partner

Direct Dial: (212) 554-8112

Email: jprentice@calderwoodharkness.com

cc (via email):

Viktor Sorensen, Managing Partner, Solara Digital Infrastructure LP Claire Nakamura, Partner & Head of Software Investing, Solara Digital Infrastructure LP Sandra Tung, Calderwood & Harkness LLP Andrew Fitzpatrick, Calderwood & Harkness LLP Naomi Petersen, Calderwood & Harkness LLP Timothy Cho, Hawthorne Kinsey & Alcott LLP

Encl. (2)

Target Date	Milestone
February 18, 2026	LOI executed by Solara and MFW; exclusivity period commences (sixty (60) days through April 19, 2026)
February 19, 2026	Comprehensive due diligence request list transmitted by Calderwood & Harkness to HKA (enclosed with this letter)
February 25, 2026	Exclusivity deposit of $2,500,000 funded by Solara to Northgate Escrow Services LLC pursuant to Section 3(b) of the LOI
Week of February 24, 2026	Initial management presentation and diligence call with MFW management (to be scheduled through HKA)
March 1, 2026 (target)	Substantial completion of virtual data room ("VDR") population by MFW; all material diligence documents uploaded to the Thackeray Solutions platform (Project Trident VDR)
March 10, 2026 (target)	Calderwood & Harkness to circulate first draft of the Stock Purchase Agreement (Buyer's form) to HKA for review and comment
March 15, 2026	Buyer's diligence completion deadline per the LOI
March 15–31, 2026	SPA negotiation period; concurrent negotiation of ancillary agreements (escrow agreement, stockholder support agreement, rollover agreement, restrictive covenant agreements) and preparation and negotiation of the disclosure schedules
March 31, 2026	Target date for execution of the definitive Stock Purchase Agreement and all ancillary transaction documents
Post-Execution	HSR Act filing with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice (estimated filing fee: $350,000, payable by Buyer); commencement of the statutory waiting period
April 30, 2026	Target closing date
June 30, 2026	Outside date for Closing, as established in the LOI

CALDERWOOD & HARKNESS LLP Attorneys at Law
277 Park Avenue, 45th Floor New York, New York 10172
Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com
February 19, 2026
Via Email and First-Class Mail
Rachel Greenwald, Esq. Hawthorne Kinsey & Alcott LLP 1900 K Street NW, Suite 1100 Washington, DC 20006
Re: Proposed Acquisition of Meridian FleetWorks, Inc. by Solara Digital Infrastructure LP Project Trident Reference: LOI-MFW-2026-0218 (Letter of Intent executed February 18, 2026)
Dear Ms. Greenwald:
I. Introduction and Purpose of Letter
This firm represents Solara Digital Infrastructure LP, a Delaware limited partnership ("Solara"), and its affiliated investment vehicle, Solara Fund III, LP, a Delaware limited partnership ("Fund III"), in connection with the proposed acquisition (the "Transaction") of one hundred percent (100%) of the issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), and Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock" and, together with the Common Stock, the "Shares"), of Meridian FleetWorks, Inc., a Delaware corporation ("MFW" or the "Company").
As you are aware, on February 18, 2026, Solara and MFW executed that certain Letter of Intent, reference number LOI-MFW-2026-0218 (the "LOI"), establishing the principal economic terms of the Transaction, including an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) on a cash-free, debt-free basis, subject to customary net working capital adjustments and the other terms and conditions set forth therein. The LOI also establishes a sixty (60)-day exclusivity period during which MFW has agreed not to solicit, encourage, or engage in discussions with any third parties regarding alternative transactions.
We understand that your firm, Hawthorne Kinsey & Alcott LLP ("HKA"), represents MFW and its board of directors in connection with the Transaction, and we look forward to working with you and your colleagues throughout this process.
The purpose of this letter is fourfold: (a) to introduce the Calderwood & Harkness deal team and the key members who will be working on the Transaction; (b) to outline the proposed working timeline and process consistent with the milestones set forth in the LOI; (c) to confirm the transmission of our comprehensive due diligence request list, which is enclosed herewith; and (d) to propose a working protocol for efficient and productive coordination between our respective firms, with the objective of ensuring that the parties are able to execute a definitive Stock Purchase Agreement and related ancillary documents within the timeframe contemplated by the LOI.
We believe that early alignment on process matters will be critical to the success of this Transaction, and we appreciate your willingness to engage with us on these points at the outset.
II. Transaction Overview
For purposes of establishing a common framework, we set forth below a summary of the principal structural and economic terms of the Transaction as currently contemplated:
Structure. The Transaction will be structured as a stock purchase. Solara, acting through a newly formed acquisition vehicle, Solara Fleet Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Fund III ("Buyer" or "Acquisition Sub"), will acquire one hundred percent (100%) of the issued and outstanding Shares of MFW from the stockholders of MFW (the "Sellers"). Upon consummation of the Transaction, MFW will become an indirect wholly-owned subsidiary of Fund III, subject to any rollover equity arrangements as described further below.
Purchase Price. The aggregate purchase price for the Shares is Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price"), payable in cash at the closing of the Transaction (the "Closing"), subject to customary adjustments for: (i) net working capital (with a target net working capital amount of Five Million Eight Hundred Thousand Dollars ($5,800,000), calculated based on the trailing twelve (12)-month average as of December 31, 2025, and determined in accordance with an agreed-upon methodology to be set forth in the definitive Stock Purchase Agreement); (ii) cash on hand at the Company as of the Closing; (iii) outstanding indebtedness of the Company as of the Closing; and (iv) unpaid transaction expenses of the Company. A portion of the Purchase Price will be deposited into escrow to secure the Sellers' indemnification obligations under the Stock Purchase Agreement, and the terms of such escrow arrangement will be negotiated as part of the definitive documentation.
Conditions. The Transaction is subject to, among other things: (i) satisfactory completion of confirmatory legal, financial, tax, and operational due diligence by Solara and its advisors; (ii) the negotiation, execution, and delivery of a definitive Stock Purchase Agreement (the "SPA") and all ancillary transaction documents, each in form and substance satisfactory to the parties; (iii) receipt of all required governmental approvals, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (iv) receipt of all required third-party consents, including but not limited to the consent of TerraLink Logistics, Inc. under the Strategic Partnership Agreement; (v) stockholder approval of the Transaction; and (vi) other customary conditions to closing for a transaction of this nature.
Governing Law. The SPA and all ancillary transaction documents will be governed by the laws of the State of Delaware, without regard to conflict of laws principles.
III. Calderwood & Harkness Deal Team
The following attorneys at Calderwood & Harkness have been assigned to the Transaction and will serve as the primary points of contact for all matters relating to the deal. We have identified below each team member's role, office location, and contact information:
James Prentice — Responsible Partner (Mergers & Acquisitions) Mr. Prentice will serve as the responsible partner and primary point of contact for all deal-level matters, including negotiation of the Stock Purchase Agreement and all material transaction terms. Mr. Prentice will lead all principal-level discussions between counsel.
Office: 277 Park Avenue, 45th Floor, New York, NY 10172 Direct Dial: (212) 554-8112
Email: jprentice@calderwoodharkness.com
Sandra Tung — Billing Partner (Mergers & Acquisitions) Ms. Tung will serve as co-lead on the drafting of the Stock Purchase Agreement and will be primarily responsible for the preparation and negotiation of ancillary transaction documents, including the escrow agreement, stockholder support agreement, rollover agreement, and restrictive covenant agreements.
Office: 277 Park Avenue, 45th Floor, New York, NY 10172 Direct Dial: (212) 554-8245
Email: stung@calderwoodharkness.com
Sylvia Hartwell — Specialist Partner (Tax) Ms. Hartwell will be responsible for all tax structuring matters, including the analysis of a potential Section 338(h)(10) election, and will oversee the tax-related components of due diligence and the tax representations, warranties, and covenants in the SPA.
Office: 277 Park Avenue, 45th Floor, New York, NY 10172 Direct Dial: (212) 554-8389
Email: shartwell@calderwoodharkness.com
Andrew Fitzpatrick — Lead Associate (7th Year, Mergers & Acquisitions) Mr. Fitzpatrick will serve as the primary working-level contact for HKA and will be responsible for day-to-day project management, due diligence coordination, review of material contracts and financing documents, and liaison between the Calderwood & Harkness team and the client's financial and operational advisors. All routine correspondence and scheduling matters should be directed to Mr. Fitzpatrick in the first instance.
Office: 277 Park Avenue, 45th Floor, New York, NY 10172 Direct Dial: (212) 554-8517
Email: afitzpatrick@calderwoodharkness.com
Naomi Petersen — Working Associate (4th Year, Mergers & Acquisitions) Ms. Petersen will be responsible for due diligence review and tracking, corporate organizational diligence, intellectual property diligence, and drafting support on the SPA and ancillary documents.
Office: 277 Park Avenue, 45th Floor, New York, NY 10172 Direct Dial: (212) 554-8631
Email: npetersen@calderwoodharkness.com
We respectfully request that HKA provide a corresponding team roster at your earliest convenience, including the names, roles, and contact information (direct dial and email) for all partners, associates, and any specialist counsel (including, without limitation, tax, employment, intellectual property, and data privacy specialists) who will be involved on the seller side of the Transaction. We understand that Timothy Cho has been identified as associate counsel at HKA on this matter, and our team looks forward to working closely with Mr. Cho and the broader HKA team throughout the process.
IV. Proposed Transaction Timeline
Set forth below is a schedule of key milestones derived from the LOI, supplemented by the working timeline that Calderwood & Harkness proposes for the efficient prosecution of the Transaction. We recognize that certain of these dates are targets rather than hard deadlines, and we are prepared to discuss any scheduling constraints on HKA's or MFW's side in order to arrive at a mutually workable timetable.
We wish to emphasize that the foregoing timeline is ambitious and will require the active cooperation of all parties and their respective advisors. In particular, timely and complete responses to our due diligence requests, efficient document exchange, and a collaborative approach to drafting and negotiation will be essential to achieving the target dates set forth above. The exclusivity period expires on April 19, 2026, and while we are hopeful that the definitive SPA can be executed in advance of that date, any slippage in the diligence or documentation schedule could jeopardize the parties' ability to close on the timeline contemplated by the LOI.
We are fully prepared to discuss any scheduling constraints that HKA or MFW may have, and we welcome any suggestions you may have for streamlining the process. Our experience on transactions of this nature is that early and frequent communication between counsel is the most effective means of maintaining momentum.
V. Due Diligence Request List — Transmission and Process
We confirm that enclosed with this letter is Calderwood & Harkness's comprehensive due diligence request list dated February 19, 2026 (the "Request List"), setting forth the documents, information, and materials that Solara and its advisors will require in connection with confirmatory due diligence on the Company. The Request List is organized into the following thirteen (13) categories:
1. Corporate and Organizational Documents
2. Capitalization and Equity
3. Financial Information
4. Material Contracts
5. Intellectual Property
6. Technology and Data Privacy
7. Real Property and Leases
8. Employment and Benefits
9. Tax
10. Litigation and Disputes
11. Regulatory and Compliance
12. Insurance
13. Environmental
All responsive documents and materials should be uploaded to the virtual data room hosted on the Thackeray Solutions platform under the project name "Project Trident" (the "VDR"). Access credentials for the Calderwood & Harkness deal team have been confirmed, and we understand that HKA and MFW are in the process of populating the VDR. We respectfully request that HKA provide a preliminary index of VDR contents at your earliest convenience and advise us of any categories where document assembly will require additional time beyond the March 1, 2026 target date for substantial completion of VDR population. Early identification of any gaps or delays will allow us to adjust our diligence schedule accordingly and avoid unnecessary bottlenecks.
We also wish to note the following with respect to third-party coordination on the diligence workstream:
Quality of Earnings / Financial Diligence. Calderwood & Harkness is coordinating closely with Whitmore Sandoval Group LLC ("Whitmore Sandoval"), which has been engaged by Solara to conduct the buy-side quality of earnings analysis and financial due diligence. The engagement is being led by Daniel Ostroff, CPA. Whitmore Sandoval may submit supplemental financial information requests directly to MFW's finance team or through Calderwood & Harkness, depending on the nature of the request. We ask that HKA advise MFW's finance team, including CFO Marcus Trahan, of Whitmore Sandoval's role and facilitate prompt responses to their requests.
Representations and Warranties Insurance. Calderwood & Harkness is coordinating with Trident Peak Insurance Brokers Inc. ("Trident Peak"), Solara's insurance broker (Megan Forsythe, Account Executive), in connection with the representations and warranties insurance ("R&W Insurance") underwriting process. The R&W Insurance underwriters, Atlas Meridian Underwriters Ltd. ("Atlas Meridian"), will require access to certain VDR materials for purposes of their underwriting review and may request a diligence call with MFW management in connection therewith. We respectfully request HKA's cooperation in facilitating Atlas Meridian's access to the VDR and in scheduling any management calls that may be requested by the R&W Insurance underwriters. Timely engagement with the R&W Insurance process is important to ensure that the policy can be bound concurrently with execution of the SPA.
In addition to the full Request List, we wish to identify the following items as high-priority for early production, given their significance to the structuring, diligence, and documentation of the Transaction. We would greatly appreciate receipt of these materials no later than February 26, 2026, if possible:
(a) MFW's Certificate of Incorporation and all amendments thereto (Delaware Secretary of State File Number 5582037), current Bylaws (as amended and restated), and any Stockholders' Agreement or voting agreements among the stockholders of MFW;
(b) A fully diluted capitalization table of MFW, reflecting all outstanding shares of Common Stock, Series A Preferred Stock, stock options, warrants, and any other convertible or equity-linked securities (our understanding based on the LOI and preliminary information is that there are approximately 10,000,000 fully diluted shares outstanding, consisting of 7,850,000 shares of Common Stock, 1,500,000 shares of Series A Preferred Stock, and 650,000 shares subject to outstanding options);
(c) A complete copy of the MFW 2016 Stock Incentive Plan, together with all individual option grant agreements, vesting schedules, acceleration provisions, and a schedule of all outstanding options identifying the holder, number of shares, grant date, vesting schedule, exercise price, and vested/unvested status (our understanding is that the weighted-average exercise price of outstanding options is approximately $8.50 per share);
(d) The Strategic Partnership Agreement between MFW and TerraLink Logistics, Inc., dated March 15, 2022, together with all amendments, side letters, and supplements thereto, with particular attention to the change-of-control consent provision and any related assignment or termination provisions;
(e) The Cloud Hosting Agreement between MFW and Brindoval Data Solutions LLC, dated September 1, 2023, together with all amendments, statements of work, and service level agreements;
(f) The employment agreements for Garrett Holliday (Chief Executive Officer) and Diana Vasquez-Park (Chief Technology Officer), each effective as of January 1, 2023, including all amendments, side letters, and any related severance, change-in-control, or retention arrangements;
(g) The credit agreement between MFW and Sentinel Commerce Bank, N.A. (together with any related security agreements, guaranty agreements, and intercreditor agreements), including a current payoff statement or confirmation of the outstanding balance (our understanding is that the outstanding balance is approximately $4,200,000);
(h) All intellectual property assignment agreements and invention assignment agreements executed by current and former employees and independent contractors of MFW, together with a schedule identifying any individuals who have not executed such agreements;
(i) MFW's audited financial statements for fiscal years ended December 31, 2023, December 31, 2024, and December 31, 2025, as audited by Glenmore Kessler & Associates PC (engagement partner: Linda Chowdhury, CPA), together with the related audit opinions, management letters, and any reports to the board of directors or the audit committee; and
(j) All sales and use tax returns filed by MFW for the most recent three (3) fiscal years, together with any nexus analyses or studies, voluntary disclosure agreements, or correspondence with state or local taxing authorities regarding sales and use tax obligations.
We appreciate your cooperation in prioritizing these items and understand that the Company may need a few additional days to assemble certain categories of documents. Please do not hesitate to contact Andrew Fitzpatrick if you have any questions about the scope or priority of any items on the Request List.
VI. Proposed Working Protocol for Document Exchange and SPA Negotiation
In order to ensure an efficient and organized process, we propose the following working protocol for document exchange, SPA drafting and negotiation, and inter-counsel communication. We welcome HKA's feedback on any of these proposals and are happy to adjust the protocol based on your preferences.
Document Exchange Format. All transactional documents (including the SPA, ancillary agreements, and disclosure schedules) should be exchanged in Microsoft Word format (.docx). For successive drafts, each party should provide both a clean version and a redline/blackline comparison version showing changes against the immediately preceding draft. Drafts should be transmitted via email to the Calderwood & Harkness deal team (with copies to all team members identified in Section III above), and copies of all drafts should be uploaded to a dedicated negotiation subfolder within the Project Trident VDR on Thackeray Solutions for centralized record-keeping purposes.
Turn Times. We propose the following standard turn times for review and comment on transaction documents: (a) five (5) business days for HKA's initial review of and comments on the first draft of the SPA; (b) three (3) business days for subsequent turns on the SPA by either party; and (c) two (2) business days for review and comment on ancillary transaction documents (escrow agreement, stockholder support agreement, rollover agreement, and restrictive covenant agreements), given their typically shorter length and narrower scope. We recognize that certain complex issues may require additional time for internal consultation, and we are prepared to accommodate reasonable extensions on a case-by-case basis.
Issues Lists. To facilitate efficient negotiation and ensure that open points are not lost between drafts, we propose the use of running issues lists (in Microsoft Excel or Word format) to track all open negotiation points on the SPA and each ancillary agreement. The issues lists should identify each open item, the party responsible for proposing resolution, the current status (open, resolved, or deferred), and any relevant notes or cross-references to the applicable section of the agreement. We will prepare and circulate an initial issues list template for the SPA concurrently with the first draft.
Conference Calls. We propose a weekly status call between the Calderwood & Harkness and HKA deal teams, to be held on Tuesdays or Wednesdays at a mutually convenient time (to be confirmed during the introductory call referenced in Section IX below). These weekly calls will serve as the primary forum for reviewing the status of diligence, open documentation items, and scheduling matters. In addition, we anticipate that ad hoc calls will be necessary from time to time for substantive negotiation sessions on specific provisions of the SPA or ancillary documents, and we will coordinate the scheduling of such calls through Mr. Fitzpatrick and Mr. Cho (or another designated HKA contact).
Management Calls. Calderwood & Harkness and Solara may request one or more management diligence sessions with members of MFW's senior management team, including, without limitation, Garrett Holliday (Chief Executive Officer), Diana Vasquez-Park (Chief Technology Officer), and Marcus Trahan (Chief Financial Officer). We request that all such management calls be coordinated through HKA to ensure appropriate preparation and the availability of counsel for both sides. We will provide advance notice of the topics to be covered on each management call so that MFW's team can prepare accordingly.
Third-Party Coordination. We wish to note the following with respect to third-party advisors and their potential involvement in the process:
Lender's Counsel. Cascade & Whitfield LLP (Jonathan Mayer, lead partner) is serving as counsel to the lenders, Ironclad National Bank, N.A. and Ridgeline Commercial Lending Corp. (collectively, the "Lenders"), in connection with the financing to be provided in support of the Transaction. Cascade & Whitfield may require access to certain diligence materials and will be involved in the negotiation of the financing condition and related provisions of the SPA, as well as the negotiation of the definitive credit documentation. We will coordinate with Cascade & Whitfield separately but wanted to flag their involvement for your awareness.
Financial Advisor. Cobalt Ridge Partners LLC (Owen Prescott, Managing Director) is serving as Solara's financial advisor on the Transaction and may participate in certain diligence calls and negotiation sessions.
Privilege and Confidentiality. We wish to remind all parties and their advisors that all communications between counsel regarding deal terms, diligence findings, and negotiation strategy remain subject to the confidentiality provisions of the Non-Disclosure Agreement executed between Solara and MFW on January 8, 2026 (the "NDA"), as well as applicable attorney-client privilege and work product protections. To the extent that the Transaction progresses and it becomes appropriate or necessary for the parties to share certain privileged communications or work product in furtherance of a common legal interest, we suggest that the parties discuss the execution of a common-interest agreement at the appropriate time.
VII. Key Preliminary Matters for Attention
Based on our review of the LOI, the preliminary information provided to date, and our initial assessment of the Transaction, we wish to highlight the following matters that we believe warrant early engagement between counsel. We would appreciate HKA's views on each of these items at your earliest convenience, and we are happy to schedule a dedicated call to discuss any or all of them.
1. TerraLink Change-of-Control Consent. The Strategic Partnership Agreement between MFW and TerraLink Logistics, Inc. ("TerraLink"), dated March 15, 2022, contains a change-of-control consent provision that, based on our preliminary understanding, will be triggered by the Transaction. Given TerraLink's significance as MFW's largest customer — with approximately $3,800,000 in annual recurring revenue ("ARR"), representing approximately 6.1% of MFW's total ARR of $62,000,000 — we anticipate that the receipt of TerraLink's written consent to the Transaction will be a condition to Closing in the SPA. We respectfully request that HKA advise us on: (a) the specific terms and requirements of the change-of-control consent provision; (b) whether MFW or its management has had any preliminary conversations with TerraLink regarding the Transaction or the potential for a change of control; (c) the anticipated timeline and process for obtaining TerraLink's formal written consent; and (d) whether there are any other material contracts with similar change-of-control provisions that may require third-party consents.
2. Stockholder Approval and Support. Given that the Transaction is structured as a stock purchase and will require the approval of MFW's stockholders, Calderwood & Harkness intends to propose a Stockholder Support Agreement (the "Support Agreement") to be executed concurrently with the SPA by the principal stockholders of MFW. Based on our current understanding of MFW's capitalization, the following stockholders collectively hold approximately 84.0% of the Company's fully diluted shares and would be parties to the Support Agreement:
• Pinnacle Bluff Ventures LLC — approximately 34.0% of fully diluted shares
• Garrett Holliday — approximately 32.0% of fully diluted shares
• Diana Vasquez-Park — approximately 18.0% of fully diluted shares
The Support Agreement would include, among other things, irrevocable commitments to vote in favor of the Transaction, restrictions on the transfer of shares during the pendency of the Transaction, and customary "no-shop" and "no-talk" provisions. We request HKA's views on the form and timing of stockholder consent (including whether written consent in lieu of a meeting is available under MFW's organizational documents) and whether there are any issues from the stockholders' perspective that we should be aware of at this stage.
3. Equity Rollover. We understand that Garrett Holliday, in his capacity as a stockholder of MFW, intends to roll over approximately Twenty-Five Million Dollars ($25,000,000) of his equity value into Solara Fleet Holdings LLC (the Acquisition Sub) in connection with the Closing. Calderwood & Harkness will prepare a Rollover Agreement for negotiation that will set forth the terms of Mr. Holliday's equity contribution and the terms of his membership interest in Solara Fleet Holdings LLC (including any put/call rights, tag-along and drag-along provisions, and governance rights). We request that HKA identify any issues from MFW's perspective or from Mr. Holliday's personal perspective (including any tax structuring preferences) that should be considered in the preparation of the Rollover Agreement.
4. Option Treatment. The MFW 2016 Stock Incentive Plan (the "Plan") has 650,000 options outstanding, of which 480,000 are vested and 170,000 are unvested, with a weighted-average exercise price of $8.50 per share. Calderwood & Harkness anticipates that the SPA will provide for the cancellation of all outstanding options (both vested and unvested) at Closing in exchange for a per-share cash payment equal to Thirty-Five Dollars ($35.00) (calculated based on the per-share Purchase Price) less the applicable exercise price, net of applicable tax withholdings. We request that HKA: (a) confirm that the terms of the Plan and the individual option grant agreements permit such treatment (including cancellation of unvested options in exchange for cash consideration); (b) identify any options that are subject to acceleration provisions upon a change of control; and (c) advise whether any option holders are subject to Section 409A of the Internal Revenue Code and whether any special timing or structuring considerations apply.
5. HSR Filing Coordination. The Transaction will require the filing of a notification and report form under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the U.S. Department of Justice (the "DOJ"). Calderwood & Harkness will be responsible for preparing the Buyer's notification form and will coordinate with Solara on the collection of the necessary information. We request that HKA coordinate with MFW to compile the information and documents required for MFW's notification form, including, without limitation, all documents responsive to Items 4(c) and 4(d) of the HSR notification form (i.e., documents prepared by or for officers or directors of MFW that analyze or evaluate the Transaction with respect to market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets). Early identification and collection of these documents will help ensure a timely filing and the commencement of the statutory waiting period promptly following execution of the SPA.
6. Restrictive Covenants. Consistent with the terms of the LOI, Calderwood & Harkness will prepare post-closing non-competition and non-solicitation agreements (the "Restrictive Covenant Agreements") for each of Garrett Holliday and Diana Vasquez-Park as conditions to Closing. The Restrictive Covenant Agreements will contain customary provisions restricting competition and solicitation of employees and customers for a period to be negotiated, which we anticipate will be in the range of three (3) to five (5) years following the Closing. We will circulate initial drafts of the Restrictive Covenant Agreements for HKA's review concurrently with or shortly following the first draft of the SPA. We request that HKA advise us of any preliminary views or concerns regarding the scope, duration, or enforceability of such covenants under applicable law.
VIII. Enclosures
The following materials are enclosed with this letter for your reference:
1. Due Diligence Request List dated February 19, 2026 (comprehensive, thirteen (13) categories, as described in Section V above); and
2. Calderwood & Harkness deal team contact sheet, including names, roles, direct dial telephone numbers, and email addresses for all team members assigned to the Transaction.
Please confirm receipt of these enclosures at your earliest convenience. Should you have any questions regarding the Request List or the deal team contacts, please do not hesitate to reach out to Mr. Fitzpatrick directly.
IX. Conclusion and Next Steps
We appreciate your time in reviewing this letter and the enclosed materials, and we look forward to a productive and collaborative working relationship with you, Mr. Cho, and the entire HKA team throughout the course of this Transaction. Based on our experience, transactions of this complexity and magnitude are most successful when counsel on both sides maintain open lines of communication and work cooperatively toward shared milestones, and we are committed to that approach.
As an immediate next step, we propose an initial introductory call between the Calderwood & Harkness and HKA legal teams during the week of February 24, 2026. The purpose of this call would be to: (a) make introductions between the respective team members; (b) discuss the diligence schedule and any anticipated challenges in populating the VDR by the March 1, 2026 target date; (c) review and confirm the proposed working protocol set forth in Section VI above; and (d) begin a preliminary discussion of the key matters identified in Section VII above. We would suggest a time slot of approximately sixty (60) to ninety (90) minutes for this initial call.
We respectfully request that Ms. Greenwald or Mr. Cho contact Andrew Fitzpatrick at (212) 554-8517 or afitzpatrick@calderwoodharkness.com to schedule the introductory call and confirm the proposed working arrangements.
We also note that Redstone Arbor Capital LLC ("Redstone Arbor"), MFW's financial advisor (Priya Chandrasekaran, Managing Director), has been in contact with Cobalt Ridge Partners LLC (Owen Prescott) regarding the financial diligence workstream and the coordination of financial and operational information requests. Calderwood & Harkness is available to coordinate with both Redstone Arbor and Cobalt Ridge on legal aspects of the financial diligence process and to facilitate the flow of information as needed.
Thank you for your attention to this matter. We look forward to hearing from you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
James Prentice Partner
Direct Dial: (212) 554-8112
Email: jprentice@calderwoodharkness.com
cc (via email):
Viktor Sorensen, Managing Partner, Solara Digital Infrastructure LP Claire Nakamura, Partner & Head of Software Investing, Solara Digital Infrastructure LP Sandra Tung, Calderwood & Harkness LLP Andrew Fitzpatrick, Calderwood & Harkness LLP Naomi Petersen, Calderwood & Harkness LLP Timothy Cho, Hawthorne Kinsey & Alcott LLP
Encl. (2)
Target Date | Milestone
February 18, 2026 | LOI executed by Solara and MFW; exclusivity period commences (sixty (60) days through April 19, 2026)
February 19, 2026 | Comprehensive due diligence request list transmitted by Calderwood & Harkness to HKA (enclosed with this letter)
February 25, 2026 | Exclusivity deposit of $2,500,000 funded by Solara to Northgate Escrow Services LLC pursuant to Section 3(b) of the LOI
Week of February 24, 2026 | Initial management presentation and diligence call with MFW management (to be scheduled through HKA)
March 1, 2026 (target) | Substantial completion of virtual data room ("VDR") population by MFW; all material diligence documents uploaded to the Thackeray Solutions platform (Project Trident VDR)
March 10, 2026 (target) | Calderwood & Harkness to circulate first draft of the Stock Purchase Agreement (Buyer's form) to HKA for review and comment
March 15, 2026 | Buyer's diligence completion deadline per the LOI
March 15–31, 2026 | SPA negotiation period; concurrent negotiation of ancillary agreements (escrow agreement, stockholder support agreement, rollover agreement, restrictive covenant agreements) and preparation and negotiation of the disclosure schedules
March 31, 2026 | Target date for execution of the definitive Stock Purchase Agreement and all ancillary transaction documents
Post-Execution | HSR Act filing with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice (estimated filing fee: $350,000, payable by Buyer); commencement of the statutory waiting period
April 30, 2026 | Target closing date
June 30, 2026 | Outside date for Closing, as established in the LOI

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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