1041-00004 · Solara Digital Infrastructure LP · Engagement

conflict-check-clearance-memo.docx DOCUMENT M&A / Corporate

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 277 Park Avenue, 45th Floor New York, New York 10172

INTERNAL MEMORANDUM

TO: James Prentice, Responsible Partner (Mergers & Acquisitions)

FROM: Sandra Tung, Billing Partner (Mergers & Acquisitions); Andrew Fitzpatrick, Lead Associate (Mergers & Acquisitions)

DATE: February 9, 2026

RE: New-Matter Memorandum and Conflict Check Clearance — Proposed Acquisition of Meridian FleetWorks, Inc. by Solara Digital Infrastructure LP

MATTER NO.: 1041-00004

ENGAGEMENT REF.: 1041-00004

TRANSACTION CODE NAME: Project Trident

I. Purpose and Summary

The purpose of this memorandum is to document the results of the firm's conflict check and new-matter intake procedures in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Solara Digital Infrastructure LP ("Solara" or the "Client") as buyer's counsel in the proposed acquisition of one hundred percent (100%) of the issued and outstanding stock of Meridian FleetWorks, Inc. ("MFW" or the "Target"). This memorandum has been prepared in accordance with Calderwood & Harkness's Internal Policy on New-Matter Intake and Conflict Review (as amended October 2025, the "Intake Policy") and the New York Rules of Professional Conduct (the "NYRPC"), and is intended to provide the Responsible Partner with a comprehensive record of the conflict analysis supporting the opening of Matter No. 1041-00004.

Summary Conclusion. Based on a thorough search of the Firm's conflicts database encompassing all thirty-seven (37) identified parties (including entities, individuals, advisors, financing sources, and material contractual counterparties), no disqualifying conflicts have been identified. One prior representation requiring disclosure and a client waiver/acknowledgment has been noted: Calderwood & Harkness previously represented Ironclad National Bank, N.A. ("Ironclad") in an unrelated 2024 regulatory advisory matter (C&H Matter No. 1041-00004), which was closed in October 2024. As discussed in detail in Section V.B below, this prior representation does not give rise to a disqualifying conflict under NYRPC Rules 1.7 or 1.9, but prudent practice requires disclosure to the Client and a written acknowledgment from Solara confirming no objection. Accordingly, clearance to proceed with the engagement is recommended, subject to the conditions set forth in Section VIII below.

The engagement letter for this matter bears reference number 1041-00004 and is expected to be executed by the Client on or about February 10, 2026. The matter will be formally opened in the Firm's billing and docketing systems upon execution of the Letter of Intent between the parties, which is anticipated to occur on or about February 18, 2026. However, the conflict check has been run in advance — as of February 9, 2026 — to enable timely execution of the engagement letter and to permit preliminary work-stream planning by the deal team.

II. Transaction Overview

Set forth below is a summary of the material terms and structure of the proposed transaction, based on information provided to the Firm by Solara's internal deal team and its financial advisor, Cobalt Ridge Partners LLC, as of the date of this memorandum. This summary is preliminary and is based on pre-LOI discussions; material terms may change as negotiations progress.

Transaction Structure. The proposed transaction is structured as a stock purchase in which the buyer will acquire one hundred percent (100%) of all issued and outstanding shares of common stock and Series A Preferred Stock of Meridian FleetWorks, Inc., a corporation organized under the laws of the State of Delaware. MFW is a vertical software-as-a-service ("SaaS") company that operates a fleet management and logistics platform serving mid-market and enterprise customers in the transportation, logistics, and last-mile delivery sectors. MFW was incorporated in Delaware and bears Delaware File Number 5582037. Its principal executive offices are located at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102.

Buyer / Client. The buyer and the Firm's client is Solara Digital Infrastructure LP, a Delaware limited partnership. Solara is a technology-focused private equity firm that invests in software, data infrastructure, and digital services businesses. The acquisition will be made through Solara Fund III, LP, Solara's current active investment vehicle, and the transaction will be consummated through a newly formed wholly owned subsidiary, Solara Fleet Holdings LLC, which is to be organized as a limited liability company under the laws of the State of Delaware. As of the date of this memorandum, Solara Fleet Holdings LLC has not yet been formed; organizational documents are expected to be filed following LOI execution.

Target. Meridian FleetWorks, Inc. (Delaware File Number 5582037; EIN 47-3891205) is headquartered at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102. The company was co-founded by Garrett Holliday (CEO and Director) and Diana Vasquez-Park (CTO and Director). As of the most recent capitalization information provided to the deal team, the fully diluted ownership of MFW is approximately as follows: Garrett Holliday (~32.0%), Diana Vasquez-Park (~18.0%), Pinnacle Bluff Ventures LLC (~34.0%), Marcus Trahan (~2.3%), and the balance held by various option holders and minority investors. MFW operates from offices in McLean, Virginia (headquarters), Austin, Texas, and Boise, Idaho.

Purchase Price. The aggregate purchase price for the acquisition is Three Hundred Fifty Million Dollars ($350,000,000), subject to customary working capital adjustments, net cash/net debt adjustments, and transaction expense adjustments to be negotiated and set forth in the definitive Stock Purchase Agreement (the "SPA").

Financing. The purchase price will be financed through a combination of (i) a $175,000,000 equity contribution from Solara Fund III, LP, and (ii) a $175,000,000 senior secured credit facility to be provided by Ironclad National Bank, N.A. (as lead arranger, administrative agent, and sole bookrunner) and Ridgeline Commercial Lending Corp. (as co-lender and participant in a $50,000,000 term loan A tranche). The debt commitment letter from Ironclad bears reference number CL-INB-2026-0214 and is expected to be delivered concurrently with, or shortly following, execution of the Letter of Intent. The lenders are being separately represented by Cascade & Whitfield LLP (lead partner Jonathan Mayer). Calderwood & Harkness's role in connection with the financing will be limited to reviewing the debt commitment letter and related financing documentation on behalf of the buyer; the Firm will not represent Ironclad, Ridgeline, or any other financing party.

In addition, MFW has an existing credit facility with Sentinel Commerce Bank, N.A., with approximately $4,200,000 in principal outstanding as of the date hereof. It is anticipated that this facility will be paid off and terminated at closing.

Current Status and Timeline. As of the date of this memorandum, the transaction is in the pre-LOI stage. The parties have exchanged term sheets and are negotiating the final terms of the Letter of Intent. The anticipated transaction timeline is as follows:

• Letter of Intent Execution: On or about February 18, 2026

• Confirmatory Due Diligence Period: February 19, 2026 through approximately March 28, 2026

• Target SPA Execution Date: March 31, 2026

• Target Closing Date: April 30, 2026

These dates are estimates and are subject to change based on the progress of due diligence, negotiations, regulatory approvals (if any), and financing conditions.

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

III. Parties Searched in Conflict Check

In accordance with the Firm's Intake Policy, all known parties to the transaction — including the client, the target and its principals, advisors to both sides, financing parties, and material contractual counterparties of the target — were searched in the Firm's conflicts database. A total of thirty-seven (37) parties were searched. The complete list of parties, organized by category, is set forth below.

A. Client-Side Parties

All client-side parties were searched using both their formal names and any known aliases, trade names, or prior entity names. Because Solara Fleet Holdings LLC has not yet been formed, the search for that entity was conducted using the expected name and known variations (e.g., "Solara Fleet," "Solara Holdings," and similar permutations).

B. Target-Side Parties

The target-side search included MFW and its known officers, directors, co-founders, and institutional shareholders. Individual searches for Garrett Holliday, Diana Vasquez-Park, Marcus Trahan, and Douglas Irwin included variations such as middle names and initials, where available, as well as known prior employers and board affiliations.

C. Target's Advisors and Counterparties

The search of the target's advisors included both entity-level and individual-level searches. Hawthorne Kinsey & Alcott LLP is identified as opposing counsel for this transaction, and the search accordingly covered both current and former representations of HKA as an entity, as well as individual searches for the lead partner (Rachel Greenwald) and associate counsel (Timothy Cho) identified to date.

D. Buyer's Advisors

The buyer's financial advisor and quality-of-earnings provider were searched as standard protocol, given that both firms will interact with the deal team and will have access to confidential transaction information.

E. Financing Parties

Financing parties were searched comprehensively, including the lead arranger, co-lender, lenders' counsel, the lead partner at lenders' counsel, and the target's existing lender. The search for Ironclad National Bank, N.A. included all known variants (e.g., "Ironclad National," "Ironclad Bank," "INB," and the entity's full legal name including the "N.A." designation).

F. Insurance and Escrow Parties

The deal team has indicated that a representations and warranties insurance policy is being pursued in connection with the transaction. The prospective R&W insurance broker (Trident Peak Insurance Brokers Inc.), the prospective R&W insurance carrier (Atlas Meridian Underwriters Ltd., a Bermuda-domiciled company), and the anticipated escrow agent (Northgate Escrow Services LLC) were all included in the search.

G. Material Contractual Counterparties of Target

Material contractual counterparties of the target were identified based on preliminary information provided by Solara's deal team and Cobalt Ridge Partners LLC. The parties listed above represent the target's largest customer by annual recurring revenue, its primary cloud hosting vendor, and the landlords for each of MFW's three office locations. Additional contractual counterparties may be identified as due diligence progresses; the Conflicts Office has been instructed to conduct supplemental searches as new parties are identified (see Section VIII.3 below).

IV. Conflict Check Methodology

The conflict check underlying this memorandum was conducted in accordance with Calderwood & Harkness's Intake Policy and was performed using the Firm's proprietary conflicts database and intake management system, known internally as "IntakeCheck." The IntakeCheck system contains records of all current and former client representations, adverse-party designations, and personnel conflict disclosures maintained by the Firm.

All thirty-seven (37) parties listed in Section III above were searched in the IntakeCheck system, along with known aliases, affiliates, alternative name variations, and — in the case of individuals — known prior employers, board affiliations, and familial relationships where such information was available. Name variations were generated both manually and through the IntakeCheck system's automated phonetic and fuzzy-matching algorithms, which are designed to capture common misspellings, abbreviations, and transliterations.

The search parameters encompassed the following categories:

(i) Current Active Client Engagements. A search of all matters in which any of the thirty-seven identified parties is currently a client of the Firm or is named as a related or affiliated party in an active engagement.

(ii) Former Client Representations (Five-Year Lookback). A search of all matters in which any of the identified parties was a client of the Firm within the preceding five (5) years (i.e., from February 9, 2021 through February 9, 2026), including matters that have been closed during that period.

(iii) Adverse Representations. A search to determine whether any of the identified parties has been designated as an adverse party in any current or former matter handled by the Firm within the five-year lookback period, or whether the Firm is currently adverse to any of the identified parties in any pending matter.

(iv) Personal Conflicts of Proposed Engagement Team Members. A targeted review of the personal conflict disclosures and financial interest statements of each member of the proposed engagement team: James Prentice, Sandra Tung, Sylvia Hartwell, Andrew Fitzpatrick, and Naomi Petersen. This review covered personal financial interests (including investments, stock holdings, and fund participations), board memberships and advisory roles, familial relationships, and any prior employment or consulting relationships with any of the identified parties.

(v) Business Relationships and Investments. A search of the Firm's records for any business relationships, co-investment arrangements, or strategic alliances between the Firm (or any of its affiliated entities) and any of the identified parties.

The conflict search was conducted by the Firm's General Counsel / Conflicts Office over the period of February 8–9, 2026. The search was supervised by Margaret Haines, Conflicts Counsel. The raw search results were compiled and transmitted to the undersigned (Sandra Tung and Andrew Fitzpatrick) for review and analysis on February 9, 2026. The analysis set forth in Section V below reflects the undersigned's independent review and assessment of the search results.

V. Conflict Check Results

A. Summary of Results

Of the thirty-seven (37) parties searched, one (1) prior representation was identified that requires disclosure and analysis: the Firm's prior representation of Ironclad National Bank, N.A. in an unrelated regulatory advisory matter in 2024. This prior representation is discussed in detail in Section V.B below.

The following additional summary findings are reported:

• No current representations of any adverse party were identified. The Firm does not currently represent Meridian FleetWorks, Inc., any of its shareholders, officers, directors, or advisors, or any other party that would be adverse to Solara or its interests in the proposed transaction.

• No current or former representations of the Target or its principals were identified. The Firm has not previously represented Meridian FleetWorks, Inc., Garrett Holliday, Diana Vasquez-Park, Marcus Trahan, Pinnacle Bluff Ventures LLC, or Douglas Irwin, in any capacity.

• No representations of opposing counsel or lenders' counsel were identified. The Firm has not represented Hawthorne Kinsey & Alcott LLP or Cascade & Whitfield LLP as entities, nor has the Firm represented any individual at those firms in connection with any identified matter.

• No personal conflicts were identified for any member of the proposed engagement team. Each of James Prentice, Sandra Tung, Sylvia Hartwell, Andrew Fitzpatrick, and Naomi Petersen has confirmed that he or she has no personal financial interest, board membership, advisory role, familial relationship, or other personal conflict with respect to any of the thirty-seven identified parties. Individual conflict certification statements are attached as Appendix B.

• No business relationships or co-investment arrangements between the Firm and any identified party were identified.

B. Prior Representation Requiring Disclosure — Ironclad National Bank, N.A.

1. Matter Identified

The IntakeCheck search returned a single hit for Party No. 24 — Ironclad National Bank, N.A. Specifically, the Firm previously represented Ironclad National Bank, N.A. in a matter bearing C&H Matter No. 1041-00004. That matter involved regulatory advisory services relating to guidance issued by the Office of the Comptroller of the Currency ("OCC") concerning bank partnership lending programs and certain related compliance obligations. The matter was opened in April 2024 and was closed in October 2024.

2. Nature of Prior Representation

The prior representation of Ironclad was a regulatory advisory engagement. The scope of the engagement was limited to advising Ironclad on the interpretation and application of OCC guidance to Ironclad's existing bank partnership lending operations. The matter did not involve mergers and acquisitions, debt financing, acquisition financing, leveraged lending, or any subject matter related to the proposed Project Trident transaction. The engagement was handled entirely within the Firm's Financial Institutions Regulatory practice group.

3. Engagement Team Overlap

There is no engagement team overlap between the prior Ironclad matter and the proposed Project Trident matter. The 2024 Ironclad regulatory advisory matter was staffed by partners and associates in the Firm's Financial Institutions Regulatory practice group. None of the members of the proposed Project Trident engagement team — James Prentice, Sandra Tung, Sylvia Hartwell, Andrew Fitzpatrick, or Naomi Petersen — participated in, supervised, or had any substantive involvement in the prior Ironclad engagement. Furthermore, no member of the Project Trident team reviewed any work product or confidential information generated in connection with the prior Ironclad matter.

4. Current Relationship Status

Calderwood & Harkness does not currently represent Ironclad National Bank, N.A. in any active matter. The 2024 regulatory advisory matter was the Firm's only engagement for Ironclad, and it was closed in October 2024. As of the date of this memorandum, Ironclad is not a current client of the Firm. Accordingly, the analysis is governed by NYRPC Rule 1.9 (duties to former clients) rather than Rule 1.7 (concurrent conflicts).

5. Confidential Information Exposure

No confidential information obtained by the Firm in the course of the prior regulatory advisory matter is relevant to, or could be used in connection with, the proposed Project Trident transaction. The regulatory advisory matter concerned OCC compliance guidance related to bank partnership lending programs — a subject matter entirely distinct from acquisition financing, leveraged lending, or the senior secured credit facility that Ironclad will provide in connection with the Project Trident transaction. Furthermore, because there is no engagement team overlap, no member of the Project Trident team possesses any confidential information relating to the prior representation.

6. Role of Ironclad in the Current Transaction

In the proposed Project Trident transaction, Ironclad National Bank, N.A. serves as the lead arranger, administrative agent, and sole bookrunner for the $175,000,000 senior secured credit facility that will fund a portion of the purchase price. Ironclad is not an adverse party to the buyer; rather, it is a financing source to the buyer. Ironclad is being separately and independently represented by its own counsel, Cascade & Whitfield LLP (lead partner Jonathan Mayer), in connection with the credit facility.

Calderwood & Harkness's role in connection with the financing will be limited to acting as buyer's counsel. In that capacity, the Firm will review and negotiate the debt commitment letter (CL-INB-2026-0214) and related credit documentation on behalf of Solara, the borrower. The Firm will not represent Ironclad's interests or provide legal advice to Ironclad in any capacity in connection with this transaction.

7. Analysis and Conclusion

Under NYRPC Rule 1.9(a), a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent confirmed in writing. Here, the prior Ironclad regulatory advisory matter and the current Project Trident acquisition are neither the "same" matter nor "substantially related" matters. The subject matters, legal issues, factual circumstances, and time periods are entirely distinct. Moreover, Ironclad's interests in the current transaction are not materially adverse to Solara's interests — both parties are on the same side of the transaction (Ironclad as lender to the buyer, Solara as the buyer).

Under NYRPC Rule 1.9(c), a lawyer who has formerly represented a client in a matter shall not thereafter use information relating to the representation to the disadvantage of the former client or reveal information relating to the representation except as permitted by the Rules. As noted above, no confidential information obtained in the prior Ironclad representation is relevant to the current matter, and no such information will be used or disclosed.

Conclusion: The prior representation of Ironclad National Bank, N.A. does not create a disqualifying conflict under NYRPC Rules 1.7, 1.9, or any other applicable rule. The matters are unrelated, there is no engagement team overlap, no confidential information is at issue, and Ironclad is independently represented by its own counsel in the current transaction. However, as a matter of best practice and in accordance with the Firm's Intake Policy, the prior relationship will be disclosed to the Client (Solara) in the engagement letter, and a written waiver/acknowledgment from Solara confirming no objection to the Firm's prior representation of Ironclad will be obtained.

8. Ironclad Notification

Because the prior representation of Ironclad is closed and Ironclad is not an adverse party in the current transaction — but rather serves as a financing source to the Firm's client — no formal waiver from Ironclad is required under NYRPC Rule 1.9 or the Firm's Intake Policy. Ironclad's interests are aligned with, rather than adverse to, the buyer's interests in this transaction. Nonetheless, the Conflicts Office has noted the prior relationship in the IntakeCheck system for the Project Trident matter file, and the prior representation will be flagged for reference should any future matter involving Ironclad arise.

C. No Other Conflicts Identified

Searches of all other thirty-six (36) parties returned no hits in the Firm's conflicts database for current representations, former representations within the five-year lookback period, adverse-party designations, or business relationships. A tabular summary of the search results for all thirty-seven parties is attached as Appendix A.

No member of the proposed engagement team has any personal financial interest, board membership, advisory role, familial relationship, or other personal conflict with respect to any party to the proposed transaction. Individual conflict certifications from each team member are attached as Appendix B.

Solara Digital Infrastructure LP is a new client to the Firm. Standard new-client intake procedures, including anti-money laundering ("AML") and know-your-customer ("KYC") review of Solara Digital Infrastructure LP, Solara Fund III, LP, and Solara Digital Infrastructure GP LLC, are being conducted in parallel and are documented in a separate Client Identification and AML Memorandum. The results of the AML/KYC review are expected prior to engagement letter execution on February 10, 2026.

VI. Engagement Team

The following attorneys have been designated as the engagement team for Matter No. 1041-00004 (Project Trident):

Each of the above-named individuals has been searched in the Firm's conflicts database and has provided an individual conflict certification confirming that he or she has no personal conflict with respect to any party listed in Section III of this memorandum. The individual certifications are dated February 9, 2026, and are attached as Appendix B.

Paralegals will be assigned as the engagement progresses based on work-stream requirements. Upon assignment, each paralegal will be subject to a supplemental conflict check and will be required to provide an individual conflict certification prior to commencing work on the matter.

VII. Matter Classification and Billing Information

The following information has been entered into the Firm's matter management and billing systems in connection with the opening of Matter No. 1041-00004:

Rate Schedule. The following hourly rates have been agreed with the Client and are reflected in the engagement letter:

The aggregate fee cap of $2,750,000 applies to professional fees incurred through the closing of the transaction and is exclusive of out-of-pocket disbursements (including filing fees, travel expenses, courier charges, database and document retrieval charges, and virtual data room access fees). The fee cap is subject to adjustment in the event of material changes in the scope of the engagement, as set forth in the engagement letter.

The retainer of $150,000 will be applied against the final invoice issued in connection with the matter. If the transaction does not close, the retainer will be applied against outstanding fees and any unused balance will be refunded to the Client.

VIII. Recommendations and Required Actions

Based on the conflict check results and analysis set forth in this memorandum, the following recommendations and required actions are presented for the Responsible Partner's approval:

1. Clearance to Proceed. The Conflicts Office clears Matter No. 1041-00004 for opening. No disqualifying conflicts exist with respect to any of the thirty-seven identified parties. The engagement team may proceed with engagement letter execution and preliminary work-stream planning, subject to the conditions set forth below.

2. Ironclad Waiver / Client Acknowledgment. The engagement letter (1041-00004) shall include a disclosure of the Firm's prior representation of Ironclad National Bank, N.A. in the 2024 regulatory advisory matter (C&H Matter No. 1041-00004). The disclosure shall describe the nature and scope of the prior representation in sufficient detail to provide Solara with the information necessary to make an informed decision. A written acknowledgment from Solara confirming that it has no objection to the Firm's prior representation of Ironclad, and consenting to the Firm's representation of Solara notwithstanding the prior Ironclad relationship, shall be obtained concurrently with or prior to engagement letter execution. The form of the disclosure and acknowledgment language has been reviewed by the Conflicts Office and is incorporated into the current draft of the engagement letter.

3. Ongoing Conflict Monitoring. The Conflicts Office will flag Matter No. 1041-00004 for ongoing conflict monitoring throughout the engagement. As additional parties are identified during due diligence — including, without limitation, additional contractual counterparties of MFW, litigation claimants, co-investors, regulatory bodies, and other third parties — supplemental conflict searches will be conducted and the results will be reviewed by the engagement team. The deal team is instructed to promptly notify the Conflicts Office of any newly identified parties. Supplemental conflict search results will be documented in addenda to this memorandum.

4. New-Client Intake / AML-KYC Procedures. Standard AML/KYC procedures for Solara Digital Infrastructure LP, Solara Fund III, LP, and Solara Digital Infrastructure GP LLC are to be completed prior to engagement letter execution. The AML/KYC review is being conducted in parallel and is documented in a separate Client Identification and AML Memorandum being prepared by the Conflicts Office. The engagement letter shall not be executed until AML/KYC clearance has been obtained.

5. Engagement Letter Execution. The target date for engagement letter execution is February 10, 2026. The engagement letter has been prepared, reviewed by the Conflicts Office, and is in final form pending the Responsible Partner's approval. Upon execution, the matter will be activated in the Firm's billing and docketing systems, and the engagement team will be authorized to commence billable work in accordance with the agreed scope and fee arrangements.

IX. Approval and Sign-Off

The undersigned confirm that the conflict check and new-matter intake procedures described in this memorandum have been conducted in accordance with Calderwood & Harkness's Internal Policy on New-Matter Intake and Conflict Review and the New York Rules of Professional Conduct. The conflict check results have been reviewed and analyzed, and the recommendations set forth in Section VIII are submitted for the Responsible Partner's approval.

Conflicts Office Clearance

I, on behalf of the General Counsel's Office / Conflicts Office of Calderwood & Harkness LLP, confirm that the conflict search described in this memorandum has been completed and that the results have been reviewed. Based on the search results, no disqualifying conflicts have been identified. The matter is cleared for opening, subject to the conditions set forth in Section VIII.

CALDERWOOD & HARKNESS LLP GENERAL COUNSEL'S OFFICE / CONFLICTS OFFICE

By: ________

Name: Margaret Haines

Title: Conflicts Counsel

Date: February 9, 2026

Responsible Partner Approval

I have reviewed the conflict check results, the analysis regarding the prior representation of Ironclad National Bank, N.A. set forth in Section V.B, and the recommendations set forth in Section VIII of this memorandum. I concur with the analysis that the prior Ironclad representation does not create a disqualifying conflict, and I authorize the matter to proceed, subject to (i) execution of the engagement letter (1041-00004), including the Ironclad disclosure and client acknowledgment, (ii) completion of AML/KYC intake procedures, and (iii) receipt of Solara's written acknowledgment confirming no objection to the prior Ironclad representation.

CALDERWOOD & HARKNESS LLP

By: ________

Name: James Prentice

Title: Partner, Mergers & Acquisitions — Responsible Partner

Date: February 9, 2026

Billing Partner Acknowledgment

I confirm that I have reviewed this memorandum and the conflict check results, and I concur with the analysis and recommendations set forth herein.

CALDERWOOD & HARKNESS LLP

By: ________

Name: Sandra Tung

Title: Partner, Mergers & Acquisitions — Billing Partner

Date: February 9, 2026

Lead Associate Acknowledgment

I confirm that I have reviewed this memorandum and the conflict check results, and I concur with the analysis and recommendations set forth herein.

CALDERWOOD & HARKNESS LLP

By: ________

Name: Andrew Fitzpatrick

Title: Associate, Mergers & Acquisitions — Lead Associate

Date: February 9, 2026

Appendix A — Conflict Search Report (Summary)

The following table summarizes the results of the conflict search conducted on February 8–9, 2026, for all thirty-seven (37) parties identified in Section III of this memorandum.

Summary: Of the thirty-seven (37) parties searched, one (1) returned a hit — Ironclad National Bank, N.A. (prior representation, 2024, unrelated regulatory advisory, closed). All other thirty-six (36) searches returned no hits. The detailed analysis of the Ironclad hit is set forth in Section V.B of this memorandum.

Appendix B — Engagement Team Conflict Certifications

Each member of the proposed engagement team for Matter No. 1041-00004 (Project Trident) has provided the following individual conflict certification, confirming that he or she has no personal conflict with respect to any party identified in Section III of this memorandum.

Certification of James Prentice

I, James Prentice, Partner in the Mergers & Acquisitions practice group of Calderwood & Harkness LLP, and designated Responsible Partner for Matter No. 1041-00004 (Project Trident), hereby certify that I have reviewed the list of thirty-seven (37) parties identified in Section III of the New-Matter Memorandum and Conflict Check Clearance dated February 9, 2026. I confirm that I have no personal financial interest (including investments, stock holdings, and fund participations), board membership, advisory role, familial relationship, or other personal conflict with respect to any of the identified parties. I further confirm that I did not participate in, supervise, or have any substantive involvement in Calderwood & Harkness's prior representation of Ironclad National Bank, N.A. (Matter No. 1041-00004), and that I possess no confidential information relating to that prior engagement.

By: ________

Name: James Prentice

Title: Partner, Mergers & Acquisitions

Date: February 9, 2026

Certification of Sandra Tung

I, Sandra Tung, Partner in the Mergers & Acquisitions practice group of Calderwood & Harkness LLP, and designated Billing Partner for Matter No. 1041-00004 (Project Trident), hereby certify that I have reviewed the list of thirty-seven (37) parties identified in Section III of the New-Matter Memorandum and Conflict Check Clearance dated February 9, 2026. I confirm that I have no personal financial interest (including investments, stock holdings, and fund participations), board membership, advisory role, familial relationship, or other personal conflict with respect to any of the identified parties. I further confirm that I did not participate in, supervise, or have any substantive involvement in Calderwood & Harkness's prior representation of Ironclad National Bank, N.A. (Matter No. 1041-00004), and that I possess no confidential information relating to that prior engagement.

By: ________

Name: Sandra Tung

Title: Partner, Mergers & Acquisitions

Date: February 9, 2026

Certification of Sylvia Hartwell

I, Sylvia Hartwell, Partner in the Tax practice group of Calderwood & Harkness LLP, and designated Tax Specialist Partner for Matter No. 1041-00004 (Project Trident), hereby certify that I have reviewed the list of thirty-seven (37) parties identified in Section III of the New-Matter Memorandum and Conflict Check Clearance dated February 9, 2026. I confirm that I have no personal financial interest (including investments, stock holdings, and fund participations), board membership, advisory role, familial relationship, or other personal conflict with respect to any of the identified parties. I further confirm that I did not participate in, supervise, or have any substantive involvement in Calderwood & Harkness's prior representation of Ironclad National Bank, N.A. (Matter No. 1041-00004), and that I possess no confidential information relating to that prior engagement.

By: ________

Name: Sylvia Hartwell

Title: Partner, Tax

Date: February 9, 2026

Certification of Andrew Fitzpatrick

I, Andrew Fitzpatrick, Associate (7th Year) in the Mergers & Acquisitions practice group of Calderwood & Harkness LLP, and designated Lead Associate for Matter No. 1041-00004 (Project Trident), hereby certify that I have reviewed the list of thirty-seven (37) parties identified in Section III of the New-Matter Memorandum and Conflict Check Clearance dated February 9, 2026. I confirm that I have no personal financial interest (including investments, stock holdings, and fund participations), board membership, advisory role, familial relationship, or other personal conflict with respect to any of the identified parties. I further confirm that I did not participate in, supervise, or have any substantive involvement in Calderwood & Harkness's prior representation of Ironclad National Bank, N.A. (Matter No. 1041-00004), and that I possess no confidential information relating to that prior engagement.

By: ________

Name: Andrew Fitzpatrick

Title: Associate, Mergers & Acquisitions (7th Year)

Date: February 9, 2026

Certification of Naomi Petersen

I, Naomi Petersen, Associate (4th Year) in the Mergers & Acquisitions practice group of Calderwood & Harkness LLP, and designated Working Associate for Matter No. 1041-00004 (Project Trident), hereby certify that I have reviewed the list of thirty-seven (37) parties identified in Section III of the New-Matter Memorandum and Conflict Check Clearance dated February 9, 2026. I confirm that I have no personal financial interest (including investments, stock holdings, and fund participations), board membership, advisory role, familial relationship, or other personal conflict with respect to any of the identified parties. I further confirm that I did not participate in, supervise, or have any substantive involvement in Calderwood & Harkness's prior representation of Ironclad National Bank, N.A. (Matter No. 1041-00004), and that I possess no confidential information relating to that prior engagement.

By: ________

Name: Naomi Petersen

Title: Associate, Mergers & Acquisitions (4th Year)

Date: February 9, 2026

END OF MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is prepared in anticipation of and in connection with the provision of legal services and is protected by the attorney-client privilege and the work product doctrine. Distribution is limited to the addressee and the Firm's General Counsel / Conflicts Office. Do not distribute, copy, or forward without the prior written consent of the General Counsel's Office.

No.	Party Name	Entity Type / Role	Jurisdiction	EIN (if known)
1	Solara Digital Infrastructure LP	Limited Partnership — Buyer / Client	Delaware	82-4710368
2	Solara Digital Infrastructure GP LLC	LLC — General Partner of Solara	Delaware	—
3	Solara Fund III, LP	Limited Partnership — Investment Vehicle	Delaware	84-6239017
4	Solara Fleet Holdings LLC	LLC — Acquisition Vehicle (to be formed)	Delaware	TBD
5	Viktor Sorensen	Individual — Managing Partner, Solara	—	—
6	Claire Nakamura	Individual — Partner, Head of Software Investing, Solara	—	—
No.	Party Name	Entity Type / Role	Jurisdiction	EIN (if known)
7	Meridian FleetWorks, Inc.	Corporation — Target	Delaware (File No. 5582037)	47-3891205
8	Garrett Holliday	Individual — Co-Founder, CEO & Director, MFW; ~32.0% fully diluted shareholder	—	—
9	Diana Vasquez-Park	Individual — Co-Founder, CTO & Director, MFW; ~18.0% fully diluted shareholder	—	—
10	Marcus Trahan	Individual — CFO, MFW; shareholder/option holder (~2.3% fully diluted)	—	—
11	Pinnacle Bluff Ventures LLC	LLC — Institutional Shareholder of MFW; ~34.0% fully diluted	Virginia	54-2086471
12	Douglas Irwin	Individual — Managing Member, Pinnacle Bluff Ventures LLC	—	—
No.	Party Name	Entity Type / Role
13	Hawthorne Kinsey & Alcott LLP	LLP — Target's Counsel (opposing counsel)
14	Rachel Greenwald	Individual — Lead Partner (M&A), HKA
15	Timothy Cho	Individual — Associate Counsel, HKA
16	Redstone Arbor Capital LLC	LLC — Target's Financial Advisor / Investment Bank
17	Priya Chandrasekaran	Individual — Managing Director, Redstone Arbor
18	Glenmore Kessler & Associates PC	Professional Corporation — Target's Independent Auditors
19	Linda Chowdhury, CPA	Individual — Engagement Partner, Glenmore Kessler
No.	Party Name	Entity Type / Role
20	Cobalt Ridge Partners LLC	LLC — Buyer's Financial Advisor
21	Owen Prescott	Individual — Managing Director, Cobalt Ridge

22	Whitmore Sandoval Group LLC	LLC — Quality of Earnings Provider (buy-side)
23	Daniel Ostroff, CPA	Individual — Engagement Lead, Whitmore Sandoval
No.	Party Name	Entity Type / Role
24	Ironclad National Bank, N.A.	National Association (bank) — Lead Arranger, Administrative Agent, Sole Bookrunner
25	Ridgeline Commercial Lending Corp.	Corporation — Co-Lender (TLA participant, $50M)
26	Cascade & Whitfield LLP	LLP — Lenders' Counsel
27	Jonathan Mayer	Individual — Lead Partner (Finance), Cascade & Whitfield
28	Sentinel Commerce Bank, N.A.	National Association (bank) — Target's Existing Lender (payoff at closing; ~$4,200,000 outstanding)
No.	Party Name	Entity Type / Role
29	Trident Peak Insurance Brokers Inc.	Corporation — R&W Insurance Broker
30	Megan Forsythe	Individual — Account Executive, Trident Peak
31	Atlas Meridian Underwriters Ltd.	Ltd. (Bermuda) — Prospective R&W Insurance Carrier
32	Northgate Escrow Services LLC	LLC — Escrow Agent
No.	Party Name	Entity Type / Role
33	TerraLink Logistics, Inc.	Corporation — MFW's largest customer (~$3,800,000 ARR); Strategic Partnership Agreement (March 15, 2022)
34	Brindoval Data Solutions LLC	LLC — Cloud Hosting Provider to MFW (~$2,100,000 annual spend)
35	Westpark Corporate Center LP	Limited Partnership — Landlord, McLean HQ lease
36	Brazos Tower Management LLC	LLC — Landlord, Austin office lease
37	Clearwater Realty Holdings Inc.	Corporation — Landlord, Boise office lease
Role	Name	Practice Group	Title / Year
Responsible Partner	James Prentice	Mergers & Acquisitions	Partner
Billing Partner	Sandra Tung	Mergers & Acquisitions	Partner
Tax Specialist Partner	Sylvia Hartwell	Tax	Partner
Lead Associate	Andrew Fitzpatrick	Mergers & Acquisitions	Associate (7th Year)
Working Associate	Naomi Petersen	Mergers & Acquisitions	Associate (4th Year)

Paralegals	To be assigned as needed	—	—
Field	Entry
Matter Number	1041-00004
Engagement Letter Reference	1041-00004
Client	Solara Digital Infrastructure LP (EIN 82-4710368)
Billing Entity	Solara Digital Infrastructure LP
Billing Address	1200 Market Street, Suite 2400, Wilmington, DE 19801
Fee Arrangement	Hourly rates; capped at $2,750,000 through closing (exclusive of disbursements)
Retainer	$150,000 (expected receipt on or about February 12, 2026)
Billing Frequency	Monthly
Matter Type	M&A — Stock Purchase (Buy-Side)
Governing Law	Delaware
Transaction Code Name	Project Trident
VDR Access	Thackeray Solutions (Project Trident)
Timekeeper	Hourly Rate
James Prentice (Partner)	$1,650
Sandra Tung (Partner)	$1,550
Sylvia Hartwell (Partner)	$1,500
Andrew Fitzpatrick (Associate)	$1,050
Naomi Petersen (Associate)	$825
Paralegals	$425
No.	Party Name	Search Date	Result	Notes
1	Solara Digital Infrastructure LP	Feb. 8–9, 2026	No Hit	New client to the Firm
2	Solara Digital Infrastructure GP LLC	Feb. 8–9, 2026	No Hit	—
3	Solara Fund III, LP	Feb. 8–9, 2026	No Hit	—

4	Solara Fleet Holdings LLC	Feb. 8–9, 2026	No Hit	Entity not yet formed; searched by expected name and variations
5	Viktor Sorensen	Feb. 8–9, 2026	No Hit	—
6	Claire Nakamura	Feb. 8–9, 2026	No Hit	—
7	Meridian FleetWorks, Inc.	Feb. 8–9, 2026	No Hit	—
8	Garrett Holliday	Feb. 8–9, 2026	No Hit	—
9	Diana Vasquez-Park	Feb. 8–9, 2026	No Hit	Searched with and without hyphen
10	Marcus Trahan	Feb. 8–9, 2026	No Hit	—
11	Pinnacle Bluff Ventures LLC	Feb. 8–9, 2026	No Hit	—
12	Douglas Irwin	Feb. 8–9, 2026	No Hit	—
13	Hawthorne Kinsey & Alcott LLP	Feb. 8–9, 2026	No Hit	—
14	Rachel Greenwald	Feb. 8–9, 2026	No Hit	—
15	Timothy Cho	Feb. 8–9, 2026	No Hit	—
16	Redstone Arbor Capital LLC	Feb. 8–9, 2026	No Hit	—
17	Priya Chandrasekaran	Feb. 8–9, 2026	No Hit	—
18	Glenmore Kessler & Associates PC	Feb. 8–9, 2026	No Hit	—
19	Linda Chowdhury, CPA	Feb. 8–9, 2026	No Hit	—
20	Cobalt Ridge Partners LLC	Feb. 8–9, 2026	No Hit	—
21	Owen Prescott	Feb. 8–9, 2026	No Hit	—
22	Whitmore Sandoval Group LLC	Feb. 8–9, 2026	No Hit	—
23	Daniel Ostroff, CPA	Feb. 8–9, 2026	No Hit	—
24	Ironclad National Bank, N.A.	Feb. 8–9, 2026	Hit — Prior Representation	Matter No. 1041-00004; regulatory advisory (OCC compliance); closed October 2024; unrelated to current transaction. See Section V.B.
25	Ridgeline Commercial Lending Corp.	Feb. 8–9, 2026	No Hit	—
26	Cascade & Whitfield LLP	Feb. 8–9, 2026	No Hit	—
27	Jonathan Mayer	Feb. 8–9, 2026	No Hit	—
28	Sentinel Commerce Bank, N.A.	Feb. 8–9, 2026	No Hit	—

29	Trident Peak Insurance Brokers Inc.	Feb. 8–9, 2026	No Hit	—
30	Megan Forsythe	Feb. 8–9, 2026	No Hit	—
31	Atlas Meridian Underwriters Ltd.	Feb. 8–9, 2026	No Hit	Bermuda-domiciled entity
32	Northgate Escrow Services LLC	Feb. 8–9, 2026	No Hit	—
33	TerraLink Logistics, Inc.	Feb. 8–9, 2026	No Hit	—
34	Brindoval Data Solutions LLC	Feb. 8–9, 2026	No Hit	—
35	Westpark Corporate Center LP	Feb. 8–9, 2026	No Hit	—
36	Brazos Tower Management LLC	Feb. 8–9, 2026	No Hit	—
37	Clearwater Realty Holdings Inc.	Feb. 8–9, 2026	No Hit	—

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 277 Park Avenue, 45th Floor New York, New York 10172
INTERNAL MEMORANDUM
TO: James Prentice, Responsible Partner (Mergers & Acquisitions)
FROM: Sandra Tung, Billing Partner (Mergers & Acquisitions); Andrew Fitzpatrick, Lead Associate (Mergers & Acquisitions)
DATE: February 9, 2026
RE: New-Matter Memorandum and Conflict Check Clearance — Proposed Acquisition of Meridian FleetWorks, Inc. by Solara Digital Infrastructure LP
MATTER NO.: 1041-00004
ENGAGEMENT REF.: 1041-00004
TRANSACTION CODE NAME: Project Trident
I. Purpose and Summary
The purpose of this memorandum is to document the results of the firm's conflict check and new-matter intake procedures in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Solara Digital Infrastructure LP ("Solara" or the "Client") as buyer's counsel in the proposed acquisition of one hundred percent (100%) of the issued and outstanding stock of Meridian FleetWorks, Inc. ("MFW" or the "Target"). This memorandum has been prepared in accordance with Calderwood & Harkness's Internal Policy on New-Matter Intake and Conflict Review (as amended October 2025, the "Intake Policy") and the New York Rules of Professional Conduct (the "NYRPC"), and is intended to provide the Responsible Partner with a comprehensive record of the conflict analysis supporting the opening of Matter No. 1041-00004.
Summary Conclusion. Based on a thorough search of the Firm's conflicts database encompassing all thirty-seven (37) identified parties (including entities, individuals, advisors, financing sources, and material contractual counterparties), no disqualifying conflicts have been identified. One prior representation requiring disclosure and a client waiver/acknowledgment has been noted: Calderwood & Harkness previously represented Ironclad National Bank, N.A. ("Ironclad") in an unrelated 2024 regulatory advisory matter (C&H Matter No. 1041-00004), which was closed in October 2024. As discussed in detail in Section V.B below, this prior representation does not give rise to a disqualifying conflict under NYRPC Rules 1.7 or 1.9, but prudent practice requires disclosure to the Client and a written acknowledgment from Solara confirming no objection. Accordingly, clearance to proceed with the engagement is recommended, subject to the conditions set forth in Section VIII below.
The engagement letter for this matter bears reference number 1041-00004 and is expected to be executed by the Client on or about February 10, 2026. The matter will be formally opened in the Firm's billing and docketing systems upon execution of the Letter of Intent between the parties, which is anticipated to occur on or about February 18, 2026. However, the conflict check has been run in advance — as of February 9, 2026 — to enable timely execution of the engagement letter and to permit preliminary work-stream planning by the deal team.
II. Transaction Overview
Set forth below is a summary of the material terms and structure of the proposed transaction, based on information provided to the Firm by Solara's internal deal team and its financial advisor, Cobalt Ridge Partners LLC, as of the date of this memorandum. This summary is preliminary and is based on pre-LOI discussions; material terms may change as negotiations progress.
Transaction Structure. The proposed transaction is structured as a stock purchase in which the buyer will acquire one hundred percent (100%) of all issued and outstanding shares of common stock and Series A Preferred Stock of Meridian FleetWorks, Inc., a corporation organized under the laws of the State of Delaware. MFW is a vertical software-as-a-service ("SaaS") company that operates a fleet management and logistics platform serving mid-market and enterprise customers in the transportation, logistics, and last-mile delivery sectors. MFW was incorporated in Delaware and bears Delaware File Number 5582037. Its principal executive offices are located at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102.
Buyer / Client. The buyer and the Firm's client is Solara Digital Infrastructure LP, a Delaware limited partnership. Solara is a technology-focused private equity firm that invests in software, data infrastructure, and digital services businesses. The acquisition will be made through Solara Fund III, LP, Solara's current active investment vehicle, and the transaction will be consummated through a newly formed wholly owned subsidiary, Solara Fleet Holdings LLC, which is to be organized as a limited liability company under the laws of the State of Delaware. As of the date of this memorandum, Solara Fleet Holdings LLC has not yet been formed; organizational documents are expected to be filed following LOI execution.
Target. Meridian FleetWorks, Inc. (Delaware File Number 5582037; EIN 47-3891205) is headquartered at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102. The company was co-founded by Garrett Holliday (CEO and Director) and Diana Vasquez-Park (CTO and Director). As of the most recent capitalization information provided to the deal team, the fully diluted ownership of MFW is approximately as follows: Garrett Holliday (~32.0%), Diana Vasquez-Park (~18.0%), Pinnacle Bluff Ventures LLC (~34.0%), Marcus Trahan (~2.3%), and the balance held by various option holders and minority investors. MFW operates from offices in McLean, Virginia (headquarters), Austin, Texas, and Boise, Idaho.
Purchase Price. The aggregate purchase price for the acquisition is Three Hundred Fifty Million Dollars ($350,000,000), subject to customary working capital adjustments, net cash/net debt adjustments, and transaction expense adjustments to be negotiated and set forth in the definitive Stock Purchase Agreement (the "SPA").
Financing. The purchase price will be financed through a combination of (i) a $175,000,000 equity contribution from Solara Fund III, LP, and (ii) a $175,000,000 senior secured credit facility to be provided by Ironclad National Bank, N.A. (as lead arranger, administrative agent, and sole bookrunner) and Ridgeline Commercial Lending Corp. (as co-lender and participant in a $50,000,000 term loan A tranche). The debt commitment letter from Ironclad bears reference number CL-INB-2026-0214 and is expected to be delivered concurrently with, or shortly following, execution of the Letter of Intent. The lenders are being separately represented by Cascade & Whitfield LLP (lead partner Jonathan Mayer). Calderwood & Harkness's role in connection with the financing will be limited to reviewing the debt commitment letter and related financing documentation on behalf of the buyer; the Firm will not represent Ironclad, Ridgeline, or any other financing party.
In addition, MFW has an existing credit facility with Sentinel Commerce Bank, N.A., with approximately $4,200,000 in principal outstanding as of the date hereof. It is anticipated that this facility will be paid off and terminated at closing.
Current Status and Timeline. As of the date of this memorandum, the transaction is in the pre-LOI stage. The parties have exchanged term sheets and are negotiating the final terms of the Letter of Intent. The anticipated transaction timeline is as follows:
•  Letter of Intent Execution: On or about February 18, 2026
•  Confirmatory Due Diligence Period: February 19, 2026 through approximately March 28, 2026
•  Target SPA Execution Date: March 31, 2026
•  Target Closing Date: April 30, 2026
These dates are estimates and are subject to change based on the progress of due diligence, negotiations, regulatory approvals (if any), and financing conditions.
Governing Law. The SPA and ancillary transaction documents are expected to be governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.
III. Parties Searched in Conflict Check
In accordance with the Firm's Intake Policy, all known parties to the transaction — including the client, the target and its principals, advisors to both sides, financing parties, and material contractual counterparties of the target — were searched in the Firm's conflicts database. A total of thirty-seven (37) parties were searched. The complete list of parties, organized by category, is set forth below.
A. Client-Side Parties
All client-side parties were searched using both their formal names and any known aliases, trade names, or prior entity names. Because Solara Fleet Holdings LLC has not yet been formed, the search for that entity was conducted using the expected name and known variations (e.g., "Solara Fleet," "Solara Holdings," and similar permutations).
B. Target-Side Parties
The target-side search included MFW and its known officers, directors, co-founders, and institutional shareholders. Individual searches for Garrett Holliday, Diana Vasquez-Park, Marcus Trahan, and Douglas Irwin included variations such as middle names and initials, where available, as well as known prior employers and board affiliations.
C. Target's Advisors and Counterparties
The search of the target's advisors included both entity-level and individual-level searches. Hawthorne Kinsey & Alcott LLP is identified as opposing counsel for this transaction, and the search accordingly covered both current and former representations of HKA as an entity, as well as individual searches for the lead partner (Rachel Greenwald) and associate counsel (Timothy Cho) identified to date.
D. Buyer's Advisors
The buyer's financial advisor and quality-of-earnings provider were searched as standard protocol, given that both firms will interact with the deal team and will have access to confidential transaction information.
E. Financing Parties
Financing parties were searched comprehensively, including the lead arranger, co-lender, lenders' counsel, the lead partner at lenders' counsel, and the target's existing lender. The search for Ironclad National Bank, N.A. included all known variants (e.g., "Ironclad National," "Ironclad Bank," "INB," and the entity's full legal name including the "N.A." designation).
F. Insurance and Escrow Parties
The deal team has indicated that a representations and warranties insurance policy is being pursued in connection with the transaction. The prospective R&W insurance broker (Trident Peak Insurance Brokers Inc.), the prospective R&W insurance carrier (Atlas Meridian Underwriters Ltd., a Bermuda-domiciled company), and the anticipated escrow agent (Northgate Escrow Services LLC) were all included in the search.
G. Material Contractual Counterparties of Target
Material contractual counterparties of the target were identified based on preliminary information provided by Solara's deal team and Cobalt Ridge Partners LLC. The parties listed above represent the target's largest customer by annual recurring revenue, its primary cloud hosting vendor, and the landlords for each of MFW's three office locations. Additional contractual counterparties may be identified as due diligence progresses; the Conflicts Office has been instructed to conduct supplemental searches as new parties are identified (see Section VIII.3 below).
IV. Conflict Check Methodology
The conflict check underlying this memorandum was conducted in accordance with Calderwood & Harkness's Intake Policy and was performed using the Firm's proprietary conflicts database and intake management system, known internally as "IntakeCheck." The IntakeCheck system contains records of all current and former client representations, adverse-party designations, and personnel conflict disclosures maintained by the Firm.
All thirty-seven (37) parties listed in Section III above were searched in the IntakeCheck system, along with known aliases, affiliates, alternative name variations, and — in the case of individuals — known prior employers, board affiliations, and familial relationships where such information was available. Name variations were generated both manually and through the IntakeCheck system's automated phonetic and fuzzy-matching algorithms, which are designed to capture common misspellings, abbreviations, and transliterations.
The search parameters encompassed the following categories:
(i) Current Active Client Engagements. A search of all matters in which any of the thirty-seven identified parties is currently a client of the Firm or is named as a related or affiliated party in an active engagement.
(ii) Former Client Representations (Five-Year Lookback). A search of all matters in which any of the identified parties was a client of the Firm within the preceding five (5) years (i.e., from February 9, 2021 through February 9, 2026), including matters that have been closed during that period.
(iii) Adverse Representations. A search to determine whether any of the identified parties has been designated as an adverse party in any current or former matter handled by the Firm within the five-year lookback period, or whether the Firm is currently adverse to any of the identified parties in any pending matter.
(iv) Personal Conflicts of Proposed Engagement Team Members. A targeted review of the personal conflict disclosures and financial interest statements of each member of the proposed engagement team: James Prentice, Sandra Tung, Sylvia Hartwell, Andrew Fitzpatrick, and Naomi Petersen. This review covered personal financial interests (including investments, stock holdings, and fund participations), board memberships and advisory roles, familial relationships, and any prior employment or consulting relationships with any of the identified parties.
(v) Business Relationships and Investments. A search of the Firm's records for any business relationships, co-investment arrangements, or strategic alliances between the Firm (or any of its affiliated entities) and any of the identified parties.
The conflict search was conducted by the Firm's General Counsel / Conflicts Office over the period of February 8–9, 2026. The search was supervised by Margaret Haines, Conflicts Counsel. The raw search results were compiled and transmitted to the undersigned (Sandra Tung and Andrew Fitzpatrick) for review and analysis on February 9, 2026. The analysis set forth in Section V below reflects the undersigned's independent review and assessment of the search results.
V. Conflict Check Results
A. Summary of Results
Of the thirty-seven (37) parties searched, one (1) prior representation was identified that requires disclosure and analysis: the Firm's prior representation of Ironclad National Bank, N.A. in an unrelated regulatory advisory matter in 2024. This prior representation is discussed in detail in Section V.B below.
The following additional summary findings are reported:
•  No current representations of any adverse party were identified. The Firm does not currently represent Meridian FleetWorks, Inc., any of its shareholders, officers, directors, or advisors, or any other party that would be adverse to Solara or its interests in the proposed transaction.
•  No current or former representations of the Target or its principals were identified. The Firm has not previously represented Meridian FleetWorks, Inc., Garrett Holliday, Diana Vasquez-Park, Marcus Trahan, Pinnacle Bluff Ventures LLC, or Douglas Irwin, in any capacity.
•  No representations of opposing counsel or lenders' counsel were identified. The Firm has not represented Hawthorne Kinsey & Alcott LLP or Cascade & Whitfield LLP as entities, nor has the Firm represented any individual at those firms in connection with any identified matter.
•  No personal conflicts were identified for any member of the proposed engagement team. Each of James Prentice, Sandra Tung, Sylvia Hartwell, Andrew Fitzpatrick, and Naomi Petersen has confirmed that he or she has no personal financial interest, board membership, advisory role, familial relationship, or other personal conflict with respect to any of the thirty-seven identified parties. Individual conflict certification statements are attached as Appendix B.
•  No business relationships or co-investment arrangements between the Firm and any identified party were identified.
B. Prior Representation Requiring Disclosure — Ironclad National Bank, N.A.
1. Matter Identified
The IntakeCheck search returned a single hit for Party No. 24 — Ironclad National Bank, N.A. Specifically, the Firm previously represented Ironclad National Bank, N.A. in a matter bearing C&H Matter No. 1041-00004. That matter involved regulatory advisory services relating to guidance issued by the Office of the Comptroller of the Currency ("OCC") concerning bank partnership lending programs and certain related compliance obligations. The matter was opened in April 2024 and was closed in October 2024.
2. Nature of Prior Representation
The prior representation of Ironclad was a regulatory advisory engagement. The scope of the engagement was limited to advising Ironclad on the interpretation and application of OCC guidance to Ironclad's existing bank partnership lending operations. The matter did not involve mergers and acquisitions, debt financing, acquisition financing, leveraged lending, or any subject matter related to the proposed Project Trident transaction. The engagement was handled entirely within the Firm's Financial Institutions Regulatory practice group.
3. Engagement Team Overlap
There is no engagement team overlap between the prior Ironclad matter and the proposed Project Trident matter. The 2024 Ironclad regulatory advisory matter was staffed by partners and associates in the Firm's Financial Institutions Regulatory practice group. None of the members of the proposed Project Trident engagement team — James Prentice, Sandra Tung, Sylvia Hartwell, Andrew Fitzpatrick, or Naomi Petersen — participated in, supervised, or had any substantive involvement in the prior Ironclad engagement. Furthermore, no member of the Project Trident team reviewed any work product or confidential information generated in connection with the prior Ironclad matter.
4. Current Relationship Status
Calderwood & Harkness does not currently represent Ironclad National Bank, N.A. in any active matter. The 2024 regulatory advisory matter was the Firm's only engagement for Ironclad, and it was closed in October 2024. As of the date of this memorandum, Ironclad is not a current client of the Firm. Accordingly, the analysis is governed by NYRPC Rule 1.9 (duties to former clients) rather than Rule 1.7 (concurrent conflicts).
5. Confidential Information Exposure
No confidential information obtained by the Firm in the course of the prior regulatory advisory matter is relevant to, or could be used in connection with, the proposed Project Trident transaction. The regulatory advisory matter concerned OCC compliance guidance related to bank partnership lending programs — a subject matter entirely distinct from acquisition financing, leveraged lending, or the senior secured credit facility that Ironclad will provide in connection with the Project Trident transaction. Furthermore, because there is no engagement team overlap, no member of the Project Trident team possesses any confidential information relating to the prior representation.
6. Role of Ironclad in the Current Transaction
In the proposed Project Trident transaction, Ironclad National Bank, N.A. serves as the lead arranger, administrative agent, and sole bookrunner for the $175,000,000 senior secured credit facility that will fund a portion of the purchase price. Ironclad is not an adverse party to the buyer; rather, it is a financing source to the buyer. Ironclad is being separately and independently represented by its own counsel, Cascade & Whitfield LLP (lead partner Jonathan Mayer), in connection with the credit facility.
Calderwood & Harkness's role in connection with the financing will be limited to acting as buyer's counsel. In that capacity, the Firm will review and negotiate the debt commitment letter (CL-INB-2026-0214) and related credit documentation on behalf of Solara, the borrower. The Firm will not represent Ironclad's interests or provide legal advice to Ironclad in any capacity in connection with this transaction.
7. Analysis and Conclusion
Under NYRPC Rule 1.9(a), a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent confirmed in writing. Here, the prior Ironclad regulatory advisory matter and the current Project Trident acquisition are neither the "same" matter nor "substantially related" matters. The subject matters, legal issues, factual circumstances, and time periods are entirely distinct. Moreover, Ironclad's interests in the current transaction are not materially adverse to Solara's interests — both parties are on the same side of the transaction (Ironclad as lender to the buyer, Solara as the buyer).
Under NYRPC Rule 1.9(c), a lawyer who has formerly represented a client in a matter shall not thereafter use information relating to the representation to the disadvantage of the former client or reveal information relating to the representation except as permitted by the Rules. As noted above, no confidential information obtained in the prior Ironclad representation is relevant to the current matter, and no such information will be used or disclosed.
Conclusion: The prior representation of Ironclad National Bank, N.A. does not create a disqualifying conflict under NYRPC Rules 1.7, 1.9, or any other applicable rule. The matters are unrelated, there is no engagement team overlap, no confidential information is at issue, and Ironclad is independently represented by its own counsel in the current transaction. However, as a matter of best practice and in accordance with the Firm's Intake Policy, the prior relationship will be disclosed to the Client (Solara) in the engagement letter, and a written waiver/acknowledgment from Solara confirming no objection to the Firm's prior representation of Ironclad will be obtained.
8. Ironclad Notification
Because the prior representation of Ironclad is closed and Ironclad is not an adverse party in the current transaction — but rather serves as a financing source to the Firm's client — no formal waiver from Ironclad is required under NYRPC Rule 1.9 or the Firm's Intake Policy. Ironclad's interests are aligned with, rather than adverse to, the buyer's interests in this transaction. Nonetheless, the Conflicts Office has noted the prior relationship in the IntakeCheck system for the Project Trident matter file, and the prior representation will be flagged for reference should any future matter involving Ironclad arise.
C. No Other Conflicts Identified
Searches of all other thirty-six (36) parties returned no hits in the Firm's conflicts database for current representations, former representations within the five-year lookback period, adverse-party designations, or business relationships. A tabular summary of the search results for all thirty-seven parties is attached as Appendix A.
No member of the proposed engagement team has any personal financial interest, board membership, advisory role, familial relationship, or other personal conflict with respect to any party to the proposed transaction. Individual conflict certifications from each team member are attached as Appendix B.
Solara Digital Infrastructure LP is a new client to the Firm. Standard new-client intake procedures, including anti-money laundering ("AML") and know-your-customer ("KYC") review of Solara Digital Infrastructure LP, Solara Fund III, LP, and Solara Digital Infrastructure GP LLC, are being conducted in parallel and are documented in a separate Client Identification and AML Memorandum. The results of the AML/KYC review are expected prior to engagement letter execution on February 10, 2026.
VI. Engagement Team
The following attorneys have been designated as the engagement team for Matter No. 1041-00004 (Project Trident):
Each of the above-named individuals has been searched in the Firm's conflicts database and has provided an individual conflict certification confirming that he or she has no personal conflict with respect to any party listed in Section III of this memorandum. The individual certifications are dated February 9, 2026, and are attached as Appendix B.
Paralegals will be assigned as the engagement progresses based on work-stream requirements. Upon assignment, each paralegal will be subject to a supplemental conflict check and will be required to provide an individual conflict certification prior to commencing work on the matter.
VII. Matter Classification and Billing Information
The following information has been entered into the Firm's matter management and billing systems in connection with the opening of Matter No. 1041-00004:
Rate Schedule. The following hourly rates have been agreed with the Client and are reflected in the engagement letter:
The aggregate fee cap of $2,750,000 applies to professional fees incurred through the closing of the transaction and is exclusive of out-of-pocket disbursements (including filing fees, travel expenses, courier charges, database and document retrieval charges, and virtual data room access fees). The fee cap is subject to adjustment in the event of material changes in the scope of the engagement, as set forth in the engagement letter.
The retainer of $150,000 will be applied against the final invoice issued in connection with the matter. If the transaction does not close, the retainer will be applied against outstanding fees and any unused balance will be refunded to the Client.
VIII. Recommendations and Required Actions
Based on the conflict check results and analysis set forth in this memorandum, the following recommendations and required actions are presented for the Responsible Partner's approval:
1. Clearance to Proceed. The Conflicts Office clears Matter No. 1041-00004 for opening. No disqualifying conflicts exist with respect to any of the thirty-seven identified parties. The engagement team may proceed with engagement letter execution and preliminary work-stream planning, subject to the conditions set forth below.
2. Ironclad Waiver / Client Acknowledgment. The engagement letter (1041-00004) shall include a disclosure of the Firm's prior representation of Ironclad National Bank, N.A. in the 2024 regulatory advisory matter (C&H Matter No. 1041-00004). The disclosure shall describe the nature and scope of the prior representation in sufficient detail to provide Solara with the information necessary to make an informed decision. A written acknowledgment from Solara confirming that it has no objection to the Firm's prior representation of Ironclad, and consenting to the Firm's representation of Solara notwithstanding the prior Ironclad relationship, shall be obtained concurrently with or prior to engagement letter execution. The form of the disclosure and acknowledgment language has been reviewed by the Conflicts Office and is incorporated into the current draft of the engagement letter.
3. Ongoing Conflict Monitoring. The Conflicts Office will flag Matter No. 1041-00004 for ongoing conflict monitoring throughout the engagement. As additional parties are identified during due diligence — including, without limitation, additional contractual counterparties of MFW, litigation claimants, co-investors, regulatory bodies, and other third parties — supplemental conflict searches will be conducted and the results will be reviewed by the engagement team. The deal team is instructed to promptly notify the Conflicts Office of any newly identified parties. Supplemental conflict search results will be documented in addenda to this memorandum.
4. New-Client Intake / AML-KYC Procedures. Standard AML/KYC procedures for Solara Digital Infrastructure LP, Solara Fund III, LP, and Solara Digital Infrastructure GP LLC are to be completed prior to engagement letter execution. The AML/KYC review is being conducted in parallel and is documented in a separate Client Identification and AML Memorandum being prepared by the Conflicts Office. The engagement letter shall not be executed until AML/KYC clearance has been obtained.
5. Engagement Letter Execution. The target date for engagement letter execution is February 10, 2026. The engagement letter has been prepared, reviewed by the Conflicts Office, and is in final form pending the Responsible Partner's approval. Upon execution, the matter will be activated in the Firm's billing and docketing systems, and the engagement team will be authorized to commence billable work in accordance with the agreed scope and fee arrangements.
IX. Approval and Sign-Off
The undersigned confirm that the conflict check and new-matter intake procedures described in this memorandum have been conducted in accordance with Calderwood & Harkness's Internal Policy on New-Matter Intake and Conflict Review and the New York Rules of Professional Conduct. The conflict check results have been reviewed and analyzed, and the recommendations set forth in Section VIII are submitted for the Responsible Partner's approval.
Conflicts Office Clearance
I, on behalf of the General Counsel's Office / Conflicts Office of Calderwood & Harkness LLP, confirm that the conflict search described in this memorandum has been completed and that the results have been reviewed. Based on the search results, no disqualifying conflicts have been identified. The matter is cleared for opening, subject to the conditions set forth in Section VIII.
CALDERWOOD & HARKNESS LLP GENERAL COUNSEL'S OFFICE / CONFLICTS OFFICE
By: ________
Name: Margaret Haines
Title: Conflicts Counsel
Date: February 9, 2026
Responsible Partner Approval
I have reviewed the conflict check results, the analysis regarding the prior representation of Ironclad National Bank, N.A. set forth in Section V.B, and the recommendations set forth in Section VIII of this memorandum. I concur with the analysis that the prior Ironclad representation does not create a disqualifying conflict, and I authorize the matter to proceed, subject to (i) execution of the engagement letter (1041-00004), including the Ironclad disclosure and client acknowledgment, (ii) completion of AML/KYC intake procedures, and (iii) receipt of Solara's written acknowledgment confirming no objection to the prior Ironclad representation.
CALDERWOOD & HARKNESS LLP
By: ________
Name: James Prentice
Title: Partner, Mergers & Acquisitions — Responsible Partner
Date: February 9, 2026
Billing Partner Acknowledgment
I confirm that I have reviewed this memorandum and the conflict check results, and I concur with the analysis and recommendations set forth herein.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sandra Tung
Title: Partner, Mergers & Acquisitions — Billing Partner
Date: February 9, 2026
Lead Associate Acknowledgment
I confirm that I have reviewed this memorandum and the conflict check results, and I concur with the analysis and recommendations set forth herein.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Andrew Fitzpatrick
Title: Associate, Mergers & Acquisitions — Lead Associate
Date: February 9, 2026
Appendix A — Conflict Search Report (Summary)
The following table summarizes the results of the conflict search conducted on February 8–9, 2026, for all thirty-seven (37) parties identified in Section III of this memorandum.
Summary: Of the thirty-seven (37) parties searched, one (1) returned a hit — Ironclad National Bank, N.A. (prior representation, 2024, unrelated regulatory advisory, closed). All other thirty-six (36) searches returned no hits. The detailed analysis of the Ironclad hit is set forth in Section V.B of this memorandum.
Appendix B — Engagement Team Conflict Certifications
Each member of the proposed engagement team for Matter No. 1041-00004 (Project Trident) has provided the following individual conflict certification, confirming that he or she has no personal conflict with respect to any party identified in Section III of this memorandum.
Certification of James Prentice
I, James Prentice, Partner in the Mergers & Acquisitions practice group of Calderwood & Harkness LLP, and designated Responsible Partner for Matter No. 1041-00004 (Project Trident), hereby certify that I have reviewed the list of thirty-seven (37) parties identified in Section III of the New-Matter Memorandum and Conflict Check Clearance dated February 9, 2026. I confirm that I have no personal financial interest (including investments, stock holdings, and fund participations), board membership, advisory role, familial relationship, or other personal conflict with respect to any of the identified parties. I further confirm that I did not participate in, supervise, or have any substantive involvement in Calderwood & Harkness's prior representation of Ironclad National Bank, N.A. (Matter No. 1041-00004), and that I possess no confidential information relating to that prior engagement.
By: ________
Name: James Prentice
Title: Partner, Mergers & Acquisitions
Date: February 9, 2026
Certification of Sandra Tung
I, Sandra Tung, Partner in the Mergers & Acquisitions practice group of Calderwood & Harkness LLP, and designated Billing Partner for Matter No. 1041-00004 (Project Trident), hereby certify that I have reviewed the list of thirty-seven (37) parties identified in Section III of the New-Matter Memorandum and Conflict Check Clearance dated February 9, 2026. I confirm that I have no personal financial interest (including investments, stock holdings, and fund participations), board membership, advisory role, familial relationship, or other personal conflict with respect to any of the identified parties. I further confirm that I did not participate in, supervise, or have any substantive involvement in Calderwood & Harkness's prior representation of Ironclad National Bank, N.A. (Matter No. 1041-00004), and that I possess no confidential information relating to that prior engagement.
By: ________
Name: Sandra Tung
Title: Partner, Mergers & Acquisitions
Date: February 9, 2026
Certification of Sylvia Hartwell
I, Sylvia Hartwell, Partner in the Tax practice group of Calderwood & Harkness LLP, and designated Tax Specialist Partner for Matter No. 1041-00004 (Project Trident), hereby certify that I have reviewed the list of thirty-seven (37) parties identified in Section III of the New-Matter Memorandum and Conflict Check Clearance dated February 9, 2026. I confirm that I have no personal financial interest (including investments, stock holdings, and fund participations), board membership, advisory role, familial relationship, or other personal conflict with respect to any of the identified parties. I further confirm that I did not participate in, supervise, or have any substantive involvement in Calderwood & Harkness's prior representation of Ironclad National Bank, N.A. (Matter No. 1041-00004), and that I possess no confidential information relating to that prior engagement.
By: ________
Name: Sylvia Hartwell
Title: Partner, Tax
Date: February 9, 2026
Certification of Andrew Fitzpatrick
I, Andrew Fitzpatrick, Associate (7th Year) in the Mergers & Acquisitions practice group of Calderwood & Harkness LLP, and designated Lead Associate for Matter No. 1041-00004 (Project Trident), hereby certify that I have reviewed the list of thirty-seven (37) parties identified in Section III of the New-Matter Memorandum and Conflict Check Clearance dated February 9, 2026. I confirm that I have no personal financial interest (including investments, stock holdings, and fund participations), board membership, advisory role, familial relationship, or other personal conflict with respect to any of the identified parties. I further confirm that I did not participate in, supervise, or have any substantive involvement in Calderwood & Harkness's prior representation of Ironclad National Bank, N.A. (Matter No. 1041-00004), and that I possess no confidential information relating to that prior engagement.
By: ________
Name: Andrew Fitzpatrick
Title: Associate, Mergers & Acquisitions (7th Year)
Date: February 9, 2026
Certification of Naomi Petersen
I, Naomi Petersen, Associate (4th Year) in the Mergers & Acquisitions practice group of Calderwood & Harkness LLP, and designated Working Associate for Matter No. 1041-00004 (Project Trident), hereby certify that I have reviewed the list of thirty-seven (37) parties identified in Section III of the New-Matter Memorandum and Conflict Check Clearance dated February 9, 2026. I confirm that I have no personal financial interest (including investments, stock holdings, and fund participations), board membership, advisory role, familial relationship, or other personal conflict with respect to any of the identified parties. I further confirm that I did not participate in, supervise, or have any substantive involvement in Calderwood & Harkness's prior representation of Ironclad National Bank, N.A. (Matter No. 1041-00004), and that I possess no confidential information relating to that prior engagement.
By: ________
Name: Naomi Petersen
Title: Associate, Mergers & Acquisitions (4th Year)
Date: February 9, 2026
END OF MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is prepared in anticipation of and in connection with the provision of legal services and is protected by the attorney-client privilege and the work product doctrine. Distribution is limited to the addressee and the Firm's General Counsel / Conflicts Office. Do not distribute, copy, or forward without the prior written consent of the General Counsel's Office.
No. | Party Name | Entity Type / Role | Jurisdiction | EIN (if known)
1 | Solara Digital Infrastructure LP | Limited Partnership — Buyer / Client | Delaware | 82-4710368
2 | Solara Digital Infrastructure GP LLC | LLC — General Partner of Solara | Delaware | —
3 | Solara Fund III, LP | Limited Partnership — Investment Vehicle | Delaware | 84-6239017
4 | Solara Fleet Holdings LLC | LLC — Acquisition Vehicle (to be formed) | Delaware | TBD
5 | Viktor Sorensen | Individual — Managing Partner, Solara | — | —
6 | Claire Nakamura | Individual — Partner, Head of Software Investing, Solara | — | —
No. | Party Name | Entity Type / Role | Jurisdiction | EIN (if known)
7 | Meridian FleetWorks, Inc. | Corporation — Target | Delaware (File No. 5582037) | 47-3891205
8 | Garrett Holliday | Individual — Co-Founder, CEO & Director, MFW; ~32.0% fully diluted shareholder | — | —
9 | Diana Vasquez-Park | Individual — Co-Founder, CTO & Director, MFW; ~18.0% fully diluted shareholder | — | —
10 | Marcus Trahan | Individual — CFO, MFW; shareholder/option holder (~2.3% fully diluted) | — | —
11 | Pinnacle Bluff Ventures LLC | LLC — Institutional Shareholder of MFW; ~34.0% fully diluted | Virginia | 54-2086471
12 | Douglas Irwin | Individual — Managing Member, Pinnacle Bluff Ventures LLC | — | —
No. | Party Name | Entity Type / Role
13 | Hawthorne Kinsey & Alcott LLP | LLP — Target's Counsel (opposing counsel)
14 | Rachel Greenwald | Individual — Lead Partner (M&A), HKA
15 | Timothy Cho | Individual — Associate Counsel, HKA
16 | Redstone Arbor Capital LLC | LLC — Target's Financial Advisor / Investment Bank
17 | Priya Chandrasekaran | Individual — Managing Director, Redstone Arbor
18 | Glenmore Kessler & Associates PC | Professional Corporation — Target's Independent Auditors
19 | Linda Chowdhury, CPA | Individual — Engagement Partner, Glenmore Kessler
No. | Party Name | Entity Type / Role
20 | Cobalt Ridge Partners LLC | LLC — Buyer's Financial Advisor
21 | Owen Prescott | Individual — Managing Director, Cobalt Ridge
22 | Whitmore Sandoval Group LLC | LLC — Quality of Earnings Provider (buy-side)
23 | Daniel Ostroff, CPA | Individual — Engagement Lead, Whitmore Sandoval
No. | Party Name | Entity Type / Role
24 | Ironclad National Bank, N.A. | National Association (bank) — Lead Arranger, Administrative Agent, Sole Bookrunner
25 | Ridgeline Commercial Lending Corp. | Corporation — Co-Lender (TLA participant, $50M)
26 | Cascade & Whitfield LLP | LLP — Lenders' Counsel
27 | Jonathan Mayer | Individual — Lead Partner (Finance), Cascade & Whitfield
28 | Sentinel Commerce Bank, N.A. | National Association (bank) — Target's Existing Lender (payoff at closing; ~$4,200,000 outstanding)
No. | Party Name | Entity Type / Role
29 | Trident Peak Insurance Brokers Inc. | Corporation — R&W Insurance Broker
30 | Megan Forsythe | Individual — Account Executive, Trident Peak
31 | Atlas Meridian Underwriters Ltd. | Ltd. (Bermuda) — Prospective R&W Insurance Carrier
32 | Northgate Escrow Services LLC | LLC — Escrow Agent
No. | Party Name | Entity Type / Role
33 | TerraLink Logistics, Inc. | Corporation — MFW's largest customer (~$3,800,000 ARR); Strategic Partnership Agreement (March 15, 2022)
34 | Brindoval Data Solutions LLC | LLC — Cloud Hosting Provider to MFW (~$2,100,000 annual spend)
35 | Westpark Corporate Center LP | Limited Partnership — Landlord, McLean HQ lease
36 | Brazos Tower Management LLC | LLC — Landlord, Austin office lease
37 | Clearwater Realty Holdings Inc. | Corporation — Landlord, Boise office lease
Role | Name | Practice Group | Title / Year
Responsible Partner | James Prentice | Mergers & Acquisitions | Partner
Billing Partner | Sandra Tung | Mergers & Acquisitions | Partner
Tax Specialist Partner | Sylvia Hartwell | Tax | Partner
Lead Associate | Andrew Fitzpatrick | Mergers & Acquisitions | Associate (7th Year)
Working Associate | Naomi Petersen | Mergers & Acquisitions | Associate (4th Year)
Paralegals | To be assigned as needed | — | —
Field | Entry
Matter Number | 1041-00004
Engagement Letter Reference | 1041-00004
Client | Solara Digital Infrastructure LP (EIN 82-4710368)
Billing Entity | Solara Digital Infrastructure LP
Billing Address | 1200 Market Street, Suite 2400, Wilmington, DE 19801
Fee Arrangement | Hourly rates; capped at $2,750,000 through closing (exclusive of disbursements)
Retainer | $150,000 (expected receipt on or about February 12, 2026)
Billing Frequency | Monthly
Matter Type | M&A — Stock Purchase (Buy-Side)
Governing Law | Delaware
Transaction Code Name | Project Trident
VDR Access | Thackeray Solutions (Project Trident)
Timekeeper | Hourly Rate
James Prentice (Partner) | $1,650
Sandra Tung (Partner) | $1,550
Sylvia Hartwell (Partner) | $1,500
Andrew Fitzpatrick (Associate) | $1,050
Naomi Petersen (Associate) | $825
Paralegals | $425
No. | Party Name | Search Date | Result | Notes
1 | Solara Digital Infrastructure LP | Feb. 8–9, 2026 | No Hit | New client to the Firm
2 | Solara Digital Infrastructure GP LLC | Feb. 8–9, 2026 | No Hit | —
3 | Solara Fund III, LP | Feb. 8–9, 2026 | No Hit | —
4 | Solara Fleet Holdings LLC | Feb. 8–9, 2026 | No Hit | Entity not yet formed; searched by expected name and variations
5 | Viktor Sorensen | Feb. 8–9, 2026 | No Hit | —
6 | Claire Nakamura | Feb. 8–9, 2026 | No Hit | —
7 | Meridian FleetWorks, Inc. | Feb. 8–9, 2026 | No Hit | —
8 | Garrett Holliday | Feb. 8–9, 2026 | No Hit | —
9 | Diana Vasquez-Park | Feb. 8–9, 2026 | No Hit | Searched with and without hyphen
10 | Marcus Trahan | Feb. 8–9, 2026 | No Hit | —
11 | Pinnacle Bluff Ventures LLC | Feb. 8–9, 2026 | No Hit | —
12 | Douglas Irwin | Feb. 8–9, 2026 | No Hit | —
13 | Hawthorne Kinsey & Alcott LLP | Feb. 8–9, 2026 | No Hit | —
14 | Rachel Greenwald | Feb. 8–9, 2026 | No Hit | —
15 | Timothy Cho | Feb. 8–9, 2026 | No Hit | —
16 | Redstone Arbor Capital LLC | Feb. 8–9, 2026 | No Hit | —
17 | Priya Chandrasekaran | Feb. 8–9, 2026 | No Hit | —
18 | Glenmore Kessler & Associates PC | Feb. 8–9, 2026 | No Hit | —
19 | Linda Chowdhury, CPA | Feb. 8–9, 2026 | No Hit | —
20 | Cobalt Ridge Partners LLC | Feb. 8–9, 2026 | No Hit | —
21 | Owen Prescott | Feb. 8–9, 2026 | No Hit | —
22 | Whitmore Sandoval Group LLC | Feb. 8–9, 2026 | No Hit | —
23 | Daniel Ostroff, CPA | Feb. 8–9, 2026 | No Hit | —
24 | Ironclad National Bank, N.A. | Feb. 8–9, 2026 | Hit — Prior Representation | Matter No. 1041-00004; regulatory advisory (OCC compliance); closed October 2024; unrelated to current transaction. See Section V.B.
25 | Ridgeline Commercial Lending Corp. | Feb. 8–9, 2026 | No Hit | —
26 | Cascade & Whitfield LLP | Feb. 8–9, 2026 | No Hit | —
27 | Jonathan Mayer | Feb. 8–9, 2026 | No Hit | —
28 | Sentinel Commerce Bank, N.A. | Feb. 8–9, 2026 | No Hit | —
29 | Trident Peak Insurance Brokers Inc. | Feb. 8–9, 2026 | No Hit | —
30 | Megan Forsythe | Feb. 8–9, 2026 | No Hit | —
31 | Atlas Meridian Underwriters Ltd. | Feb. 8–9, 2026 | No Hit | Bermuda-domiciled entity
32 | Northgate Escrow Services LLC | Feb. 8–9, 2026 | No Hit | —
33 | TerraLink Logistics, Inc. | Feb. 8–9, 2026 | No Hit | —
34 | Brindoval Data Solutions LLC | Feb. 8–9, 2026 | No Hit | —
35 | Westpark Corporate Center LP | Feb. 8–9, 2026 | No Hit | —
36 | Brazos Tower Management LLC | Feb. 8–9, 2026 | No Hit | —
37 | Clearwater Realty Holdings Inc. | Feb. 8–9, 2026 | No Hit | —

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

INTERNAL MEMORANDUM

MATTER NO.: 1041-00004

ENGAGEMENT REF.: 1041-00004

CALDERWOOD & HARKNESS LLP GENERAL COUNSEL'S OFFICE / CONFLICTS OFFICE

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

END OF MEMORANDUM

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