1041-00004 · Solara Digital Infrastructure LP · Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law

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

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

February 10, 2026

Reference: 1041-00004

VIA ELECTRONIC MAIL AND HAND DELIVERY

Mr. Viktor Sorensen Managing Partner Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, Delaware 19801

Re: Engagement of Calderwood & Harkness LLP — Proposed Acquisition of Meridian FleetWorks, Inc. (the "Transaction")

Dear Mr. Sorensen:

1. Purpose and Engagement

Thank you for selecting Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") to represent Solara Digital Infrastructure LP ("Solara," "SDILP," or the "Client"), a Delaware limited partnership, in connection with the proposed acquisition (the "Transaction") of all of the issued and outstanding capital stock of Meridian FleetWorks, Inc., a Delaware corporation ("MFW" or the "Target"). We are pleased to have the opportunity to serve Solara in this important matter and look forward to a productive working relationship throughout the course of the Transaction.

This letter (the "Engagement Letter") sets forth the terms and conditions under which the Firm will provide legal services to the Client in connection with the Transaction. We ask that you review these terms carefully and, if acceptable, execute and return a copy of this Engagement Letter as provided in Section 14 below.

As we understand the Transaction, Solara proposes to acquire one hundred percent (100%) of all issued and outstanding shares of common stock, par value $0.001 per share, and Series A Preferred Stock, par value $0.001 per share, of MFW in a negotiated stock purchase transaction for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000), subject to customary purchase price adjustments for working capital, indebtedness, transaction expenses, and cash on hand as of the closing date. The Transaction is expected to be structured as a direct stock purchase, with the acquisition vehicle being a newly formed Delaware limited liability company, Solara Fleet Holdings LLC (the "Acquisition Vehicle"), to be organized as a wholly-owned subsidiary of Solara Fund III, LP, a Delaware limited partnership ("Fund III"). Fund III is the investment vehicle through which Solara will deploy capital in connection with the Transaction.

For internal administrative and record-keeping purposes, this engagement has been assigned the Firm's internal matter number 1041-00004. All time entries, invoices, and correspondence related to this engagement will reference this matter number. Additionally, the Transaction is being conducted under the code name "Project Trident" and all external communications should reference this code name where appropriate to maintain confidentiality, as further described in Section 8 below.

2. Scope of Representation

The Firm will represent Solara as buyer's counsel in all legal aspects of the Transaction, including but not limited to the following:

(a) Preliminary Transaction Documents. Review and analysis of the Letter of Intent dated January 17, 2026 (the "LOI"), executed between Solara Fund III, LP and MFW, and all related preliminary transaction documents, including any exclusivity agreements, confidentiality agreements, and term sheets previously entered into by the parties or their affiliates.

(b) Legal Due Diligence of the Target. Comprehensive legal due diligence of MFW covering, without limitation, the following areas: (i) corporate organization, governance, capitalization, and minute books; (ii) material contracts and commercial agreements; (iii) intellectual property and technology assets, including patents, trademarks, copyrights, trade secrets, and software licenses; (iv) employment and benefits matters, including executive compensation arrangements, employee benefit plans, and labor relations; (v) real estate interests, including owned and leased properties and environmental matters; (vi) regulatory and compliance matters, including industry-specific licensing, permitting, and government contracts; (vii) federal, state, and local tax matters, including review of tax returns, assessment of tax exposures, and analysis of net operating losses and other tax attributes; (viii) pending and threatened litigation, arbitration, and administrative proceedings; and (ix) data privacy and cybersecurity compliance, including compliance with applicable state and federal data protection laws.

(c) Structuring Advice. Structuring advice in connection with the stock purchase, including analysis and recommendations regarding tax structure considerations. This will include, without limitation, analysis of a potential election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), the tax implications of any equity rollover arrangements by management stockholders of MFW, state and local tax consequences of the proposed structure, and the formation and governance documentation for the Acquisition Vehicle, Solara Fleet Holdings LLC.

(d) Definitive Transaction Documents. Drafting, negotiation, and execution of the definitive Stock Purchase Agreement (the "SPA") and all ancillary transaction documents. Ancillary documents are anticipated to include, without limitation: (i) disclosure schedules to the SPA; (ii) an escrow agreement with a nationally recognized escrow agent; (iii) stockholder support agreements or written consents of the stockholders of MFW; (iv) equity rollover agreements for designated management stockholders; (v) restrictive covenant agreements (including non-competition, non-solicitation, and confidentiality agreements) with key employees and management; (vi) employment agreements or offer letters for continuing management personnel; (vii) transition services agreements, if applicable; and (viii) all other closing documents and deliverables required to consummate the Transaction.

(e) Financing Documentation. Review and analysis of the debt commitment letter issued by Ironclad National Bank, N.A. ("Ironclad") and all related financing documents, including credit agreements, security documents, guaranties, intercreditor agreements, and related instruments. The Firm will coordinate with lender's counsel, Cascade & Whitfield LLP ("C&W"), on all matters relating to the financing documentation and the satisfaction of conditions precedent to funding, as well as the negotiation of customary SunGard provisions and other buyer-protective provisions in the definitive financing documentation.

(f) Representations and Warranties Insurance. Coordination with the representations and warranties insurance broker, Trident Peak Insurance Brokers Inc. ("Trident Peak"), and the selected carrier, Atlas Meridian Underwriters Ltd. ("Atlas Meridian"), regarding the procurement of a buyer-side representations and warranties insurance policy (the "R&W Policy"). This will include review and negotiation of the R&W Policy terms, exclusions, retention, policy limits, and the no-claims declaration and other deliverables required at closing.

(g) Antitrust and Regulatory Filings. Preparation and filing of the Premerger Notification and Report Form required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade Commission and the Antitrust Division of the Department of Justice. The Firm will advise on antitrust compliance, respond to any requests for additional information or documentary material (a "Second Request"), and coordinate with the applicable governmental authorities as necessary to obtain clearance for the Transaction.

(h) Closing Mechanics. Preparation of all closing deliverables, including the preparation and coordination of the closing checklist, the funds flow memorandum, the closing statement, officer's certificates, legal opinions (to the extent required), secretary's certificates, good standing certificates, and other documents necessary to consummate the Transaction. The Firm will coordinate the closing process, including managing the closing escrow and working with all relevant parties to ensure an orderly and timely closing.

(i) Post-Closing Matters. Post-closing matters reasonably related to the Transaction, including assistance with the purchase price adjustment process, resolution of any working capital disputes, administration of the escrow and any indemnification claims during the survival periods, and filing of any post-closing regulatory notices or filings required in connection with the consummation of the Transaction.

Notwithstanding the foregoing, the scope of this engagement does not extend to: (A) representation of the Client or any affiliated entity in connection with any litigation, arbitration, or similar proceedings arising out of or relating to the Transaction, unless the Firm is separately engaged in writing for such purpose; (B) regulatory proceedings, investigations, or enforcement actions unrelated to the conditions to closing of the Transaction; or (C) the preparation of any tax returns or tax filings on behalf of the Client, the Acquisition Vehicle, MFW, or any affiliated entity.

The Firm is not acting as counsel to Solara Fund III, LP, Solara Digital Infrastructure GP LLC, or any individual principal, officer, employee, or agent of the Client in connection with this engagement, except to the extent that the interests of such persons or entities are directly aligned with and not adverse to the interests of Solara in the Transaction. If any conflict between the interests of the Client and any such affiliated person or entity arises during the engagement, the Firm will promptly advise the Client and take appropriate action as described in Section 7 below.

3. Client Identification

For purposes of this engagement, the Client is Solara Digital Infrastructure LP, a Delaware limited partnership, bearing Employer Identification Number 82-4710368. The general partner of the Client is Solara Digital Infrastructure GP LLC, a Delaware limited liability company, which has authorized the execution of this Engagement Letter and the retention of the Firm on behalf of the Client.

The specific investment vehicle through which capital will be deployed for the Transaction is Solara Fund III, LP, a Delaware limited partnership, bearing Employer Identification Number 84-6239017. While Solara Fund III, LP is the expected source of equity funding for the Transaction and the expected direct or indirect parent of the Acquisition Vehicle, the Client for all purposes of this Engagement Letter remains Solara Digital Infrastructure LP.

The key principals of the Client for purposes of this engagement are:

• Viktor Sorensen, Managing Partner

• Claire Nakamura, Partner, Head of Software Investing

All communications regarding the Transaction, including legal advice, status updates, document drafts, and other substantive correspondence, should be directed to Viktor Sorensen and Claire Nakamura at the contact information on file with the Firm, unless the Client otherwise instructs in writing. The Client may designate additional authorized contacts by written notice to the Firm at any time during the course of the engagement.

4. Engagement Team and Staffing

The Firm has assembled the following team of experienced professionals to handle this engagement:

James Prentice — Responsible Partner (Mergers & Acquisitions). Mr. Prentice will have overall supervisory responsibility for the engagement, including strategic oversight of all aspects of the Transaction, and will serve as the Client's primary point of contact at the Firm. Mr. Prentice brings over twenty-five years of experience advising private equity sponsors and their portfolio companies on complex acquisition transactions.

Sandra Tung — Billing Partner (Mergers & Acquisitions). Ms. Tung will be responsible for the day-to-day management of billing, budgeting, and staffing for the engagement. She will monitor fee accruals against the Fee Cap and ensure that the Client receives timely and transparent reporting on all financial aspects of the engagement. Ms. Tung will also contribute substantively to the negotiation of the definitive transaction documents.

Sylvia Hartwell — Tax Specialist Partner (Tax). Ms. Hartwell will serve as the lead tax advisor on the Transaction, providing advice and analysis regarding the tax structuring of the acquisition, including the potential Section 338(h)(10) election under the Code, state and local tax considerations, the structuring of equity rollover arrangements, and related tax matters. Ms. Hartwell's involvement will be coordinated with the Client's tax advisors to ensure a comprehensive and efficient approach to tax planning.

Andrew Fitzpatrick — Lead Associate (7th year, Mergers & Acquisitions). Mr. Fitzpatrick will serve as the lead associate on the engagement and will be responsible for leading the legal due diligence workstream, preparing and managing the initial drafts of the Stock Purchase Agreement and ancillary transaction documents, reviewing the Ironclad commitment letter and related financing documentation, and coordinating with lender's counsel and other third-party advisors. Mr. Fitzpatrick will serve as the day-to-day point of contact for the working-level members of the Client's deal team.

Naomi Petersen — Working Associate (4th year, Mergers & Acquisitions). Ms. Petersen will support Mr. Fitzpatrick in all aspects of the due diligence process, including review of contracts and corporate records in the virtual data room, preparation of due diligence memoranda, and drafting of ancillary transaction documents and disclosure schedules. Ms. Petersen will also assist with regulatory filings and closing logistics.

Paralegals — The Firm will assign one or more experienced paralegals to the engagement as needed to support document management, virtual data room review and organization, closing logistics, corporate searches and filings, and other administrative and substantive tasks. The identities of assigned paralegals will be communicated to the Client as they are staffed to the matter.

The Firm reserves the right to assign additional attorneys, paralegals, or other professionals to the engagement, or to adjust the composition of the engagement team, as the needs of the matter require. Any changes in staffing will be communicated to the Client in advance, and any additional timekeepers will be billed at rates consistent with the rate structure set forth in Section 5 below for their respective experience levels. James Prentice will serve as the primary point of contact for the Client throughout the engagement, and the Client should direct all inquiries, instructions, and communications to Mr. Prentice unless otherwise advised.

5. Fee Arrangement

5.1 Billing Basis — Hourly Rates

Legal services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the following standard rates, which have been established specifically for this engagement:

The foregoing rates are effective as of the date of this Engagement Letter and are subject to the Firm's annual rate adjustments, which are typically effective on or about January 1 of each calendar year; provided, however, that rates applicable to this engagement shall not be adjusted during the term of this engagement through the closing of the Transaction (or, if earlier, the termination of this engagement) without the Client's prior written consent. In the event the engagement extends beyond calendar year 2026, the Firm and the Client will discuss in good faith any proposed rate adjustments for the subsequent calendar year.

If additional timekeepers are assigned to the engagement in accordance with Section 4 above, their rates will be consistent with the rate structure set forth in the table above for their respective experience level and role, and such rates will be communicated to the Client in advance of any time being billed by such additional timekeepers. Time will be recorded in increments of one-tenth (0.1) of an hour.

5.2 Fee Cap

Total legal fees (exclusive of disbursements and out-of-pocket expenses) for all work performed by the Firm through the closing of the Transaction shall not exceed Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) (the "Fee Cap"). The Fee Cap is intended to provide the Client with cost certainty and reflects the Firm's good-faith estimate of the total legal effort required to bring the Transaction from its current stage through a successful closing.

The Fee Cap applies to all work described within the Scope of Representation set forth in Section 2 of this Engagement Letter. The following items are expressly excluded from the Fee Cap:

(a) disbursements and out-of-pocket expenses as described in Section 6 below, which will be billed separately and are not subject to the Fee Cap;

(b) fees for post-closing matters that extend beyond those reasonably related to the closing of the Transaction, including, without limitation, contested indemnification claims, purchase price adjustment disputes requiring formal arbitration, or any post-closing litigation;

(c) any engagement that is separately agreed upon by the parties in a separate written engagement letter or amendment to this Engagement Letter, including, without limitation, any litigation arising from or relating to the Transaction; and

(d) any additional scope of work requested by the Client that falls outside the Scope of Representation as defined in Section 2 above, which will be billed at the hourly rates set forth in this Section 5 and will not be subject to the Fee Cap unless otherwise agreed in writing.

In the event the Transaction does not close for any reason (including, without limitation, failure of a condition to closing, termination of the SPA, regulatory prohibition, or mutual agreement of the parties), fees incurred by the Firm through the date of termination of the engagement shall be billed in accordance with the hourly rates set forth in Section 5.1 above, without application of the Fee Cap, subject to the retainer provisions set forth in Section 5.4 below. The Firm will use commercially reasonable efforts to keep the Client informed of cumulative fee accruals on a regular basis, and will promptly notify the Client if the Firm anticipates that accrued fees may approach or exceed the Fee Cap.

5.3 Billing Frequency

Invoices will be rendered on a monthly basis, reflecting services performed during the preceding calendar month. Each invoice will include a detailed narrative description of services rendered, the identity of the timekeeper performing each task, the time expended (in tenths of an hour), and the applicable hourly rate for each timekeeper. Disbursements and expenses will be itemized separately on each invoice.

Payment of each invoice is due within thirty (30) days of the date of such invoice. Invoices should be remitted by wire transfer or check to the Firm's operating account, the details of which will be provided with the first invoice. All payments should reference the Firm's internal matter number (1041-00004) and the Client's name.

The Firm reserves the right to charge interest on any overdue balances at the rate of one percent (1.0%) per month (equivalent to twelve percent (12%) per annum) or the maximum rate permitted by applicable law, whichever is less. Such interest shall accrue from the date payment was due until the date payment is received in full.

The Client agrees to review each invoice promptly upon receipt and to notify the Firm within fifteen (15) days of receipt of any billing dispute or inquiry. The Firm will work cooperatively with the Client to resolve any billing questions or discrepancies in a timely manner. Failure to raise a billing dispute within forty-five (45) days of receipt of an invoice shall constitute acceptance of the charges reflected therein.

5.4 Retainer. The Client has agreed to provide an advance retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Retainer"), which was received by the Firm on February 12, 2026. The Retainer will be held in the Firm's client trust account, maintained in accordance with applicable Rules of Professional Conduct, and will be applied against the final invoice or invoices rendered in connection with the engagement, or upon termination of the engagement, whichever occurs first.

The Retainer is not a cap on fees or an estimate of total fees and does not limit the Client's obligation to pay for all services rendered and disbursements incurred in accordance with the terms of this Engagement Letter. The Client's obligation to pay the Firm's invoices on a current monthly basis remains in full force and effect notwithstanding the existence of the Retainer.

Any unused portion of the Retainer remaining after application against the final invoice(s) and satisfaction of all outstanding obligations will be refunded to the Client promptly following the conclusion of the engagement and the Firm's issuance of a final invoice, but in no event later than thirty (30) days following the conclusion of the engagement.

6. Disbursements and Expenses

In addition to legal fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the engagement. Such disbursements and expenses may include, but are not limited to, the following:

• Filing fees, including HSR Act premerger notification filing fees, which are currently estimated at approximately $350,000 based on the aggregate purchase price of the Transaction and are the Client's obligation under the terms of the LOI;

• Travel expenses, including commercial airfare, ground transportation (including car services and rental vehicles), hotel accommodations, and meals, reasonably incurred in connection with due diligence site visits, in-person negotiations, or closing meetings;

• Document reproduction, printing, and binding charges, including production of signature pages, closing binders, and hard-copy deliverables;

• Courier and overnight delivery services;

• Database and legal research charges, including charges for Westmark Data Systems, Cascade Services Inc., Calderon Systems+, and similar research platforms;

• Virtual data room ("VDR") related costs, to the extent such costs are not borne directly by MFW or its advisors;

• Long-distance telecommunications charges;

• Charges by government agencies for certificates of good standing, certified copies, UCC and lien searches, corporate filings, and similar items; and

• Other reasonable and customary expenses incurred in the ordinary course of providing legal services in connection with the engagement.

All disbursements and expenses will be itemized on the Firm's monthly invoices alongside legal fees. Any single expense item in excess of Ten Thousand Dollars ($10,000) (other than the HSR filing fee, which the Client has already acknowledged) will be pre-approved by the Client before the expense is incurred. The Firm will use reasonable efforts to minimize expenses and to utilize cost-effective alternatives where practicable.

For the avoidance of doubt, the Fee Cap of $2,750,000 set forth in Section 5.2 does not include disbursements and out-of-pocket expenses, which will be billed and payable in addition to legal fees.

7. Conflicts of Interest

The Firm has conducted a comprehensive conflicts check in accordance with its internal policies and procedures and the applicable Rules of Professional Conduct governing attorneys practicing in the State of New York and the State of Delaware. Based on the results of this conflicts check, the Firm has identified no conflicts of interest that would prevent or limit the Firm's ability to represent the Client in connection with the Transaction.

The Firm notes, in the interest of full transparency, that it has previously represented Ironclad National Bank, N.A. in connection with an unrelated commercial lending matter that was concluded in 2024 and is no longer active. The Firm does not currently represent Ironclad in any capacity, and Ironclad is represented in connection with the financing for the Transaction by its own outside counsel, Cascade & Whitfield LLP. The Firm does not believe that this prior, concluded representation creates any conflict of interest with respect to this engagement. However, out of an abundance of caution, the Firm discloses this prior relationship and requests that the Client acknowledge and waive any potential conflict arising therefrom.

By executing this Engagement Letter, the Client acknowledges the Firm's prior relationship with Ironclad National Bank, N.A. as described above and waives any potential conflict of interest arising from such prior representation, on the understanding that the Firm is not representing Ironclad in any matter related to the Transaction and that the Firm possesses no material confidential information of Ironclad that is relevant to the Transaction.

If any actual or potential conflict of interest arises during the course of the engagement — whether involving Ironclad, MFW, any stockholder of MFW, or any other party to the Transaction — the Firm will promptly notify the Client and take appropriate steps to address the conflict. Such steps may include, depending on the nature and severity of the conflict, seeking an informed written waiver from the affected parties, implementing an ethical wall within the Firm, or, if necessary, withdrawing from the engagement or from the affected portion thereof, in accordance with the applicable Rules of Professional Conduct.

8. Confidentiality

The Firm will maintain the confidentiality of all information provided by the Client in connection with this engagement, in accordance with applicable Rules of Professional Conduct, the attorney-client privilege, and the work product doctrine. The Firm recognizes its obligation to safeguard the Client's information and will implement appropriate measures to protect against unauthorized disclosure.

The Firm will not disclose Confidential Information (as defined below) to any third party without the Client's prior written consent, except as may be required by law, court order, regulatory authority, or professional obligation. In the event the Firm receives a subpoena, court order, or other compulsory legal process seeking disclosure of Confidential Information, the Firm will, to the extent legally permissible, promptly notify the Client and cooperate with the Client in seeking protective relief.

For purposes of this Section 8, "Confidential Information" means all non-public information regarding Solara, Solara Digital Infrastructure GP LLC, Solara Fund III, LP, and their respective affiliates, limited partners, investors, portfolio companies, and personnel; all non-public information regarding the Transaction, including its terms, structure, timing, and participants; all non-public information regarding MFW and its business, assets, liabilities, employees, customers, and operations; and all attorney-client communications and work product generated in connection with this engagement.

As noted in Section 1, the Transaction is being conducted under the code name "Project Trident." All external communications, including correspondence with opposing counsel, third-party advisors, regulatory authorities, and other parties (other than communications where the use of actual names is required by law or regulation), should utilize this code name where appropriate to preserve confidentiality regarding the identities of the parties and the nature of the Transaction.

9. Document Retention

Upon the conclusion of the engagement (whether by closing of the Transaction, termination, or otherwise), the Firm will retain Client files, including both physical and electronic files, in accordance with the Firm's document retention policy. The Firm's current policy provides for the retention of Client files for a period of seven (7) years following the conclusion of the engagement, after which time the Firm may, in its discretion, destroy or dispose of such files without further notice to, or consent from, the Client.

Original documents provided by the Client to the Firm during the course of the engagement will be returned to the Client upon written request at the conclusion of the engagement. The Client should identify and request the return of any such original documents within ninety (90) days of the conclusion of the engagement.

The Firm's internal work product, including research memoranda, internal notes, drafts, administrative records, and time and billing records, are and shall remain the property of the Firm, subject to the Client's right of access as provided by applicable law and the Rules of Professional Conduct.

10. Termination

Either party may terminate this engagement at any time, with or without cause, by providing written notice to the other party. Such notice shall be delivered in accordance with the notice provisions set forth in Section 13 below.

In the event of termination by the Client, the Client shall remain obligated to pay for all legal services rendered and all disbursements and expenses incurred by the Firm through the effective date of termination. Any outstanding invoices shall become immediately due and payable, and the Retainer shall be applied against any unpaid balance in accordance with Section 5.4 above.

In the event of termination by the Firm, the Firm will take all reasonable steps to protect the Client's interests, including providing adequate advance notice (not less than thirty (30) days, absent exigent circumstances) to allow the Client to engage substitute counsel and facilitating an orderly transition of the matter. The Firm will cooperate with substitute counsel in effecting the transition, including making files and relevant materials available in a timely manner.

Termination of this engagement, by either party, shall not affect: (a) the Firm's continuing obligations with respect to confidentiality as set forth in Section 8 above; (b) the Client's obligations with respect to payment of all outstanding fees, disbursements, and expenses; or (c) the provisions of Sections 9, 11, and 12, which shall survive termination.

11. Limitation of Liability

The Firm's aggregate liability to the Client for any claims arising out of or relating to the legal services rendered under this Engagement Letter, whether based in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by the Client to the Firm for services rendered under this Engagement Letter. This limitation applies to the Firm and its partners, associates, employees, and agents, individually and collectively.

Notwithstanding the foregoing, this limitation of liability shall not apply to any liability arising from the Firm's willful misconduct, gross negligence, or fraud in connection with the performance of services under this Engagement Letter.

The Client further agrees that the Firm shall not be liable for any consequential, incidental, indirect, special, or punitive damages of any kind, including, without limitation, lost profits, loss of business opportunity, or diminution in value, regardless of whether such damages are foreseeable and regardless of whether the Firm has been advised of the possibility of such damages. This exclusion applies to the fullest extent permitted by applicable law.

12. Governing Law and Dispute Resolution

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Firm's representation of the Client, the fees charged or services rendered hereunder, or the breach, termination, or validity of this Engagement Letter, shall be resolved by final and binding arbitration administered in Wilmington, Delaware, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator with experience in legal malpractice and professional responsibility matters, selected in accordance with the applicable AAA rules. The arbitrator's award shall be final and binding and may be entered and enforced in any court of competent jurisdiction.

The prevailing party in any arbitration or judicial proceeding arising under or in connection with this Engagement Letter shall be entitled to recover its reasonable attorneys' fees and costs, including the costs of arbitration, from the non-prevailing party.

13. Miscellaneous

This Engagement Letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of the engagement described herein and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings, or agreements, whether written or oral, relating to the subject matter hereof.

This Engagement Letter may not be amended, modified, or supplemented except by a written instrument duly executed by authorized representatives of both parties. No waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by the waiving party, and no such waiver shall constitute a waiver of any other provision or a continuing waiver.

All notices, requests, consents, and other communications required or permitted under this Engagement Letter shall be in writing and shall be deemed duly given when delivered by hand, sent by nationally recognized overnight courier service, or transmitted by electronic mail (with confirmation of receipt), to the addresses set forth in the header of this letter, or to such other address as either party may designate in writing from time to time:

If to the Firm:

Calderwood & Harkness LLP 277 Park Avenue, 45th Floor New York, New York 10172

Attention: James Prentice

Email: jprentice@calderwoodharkness.com

If to the Client:

Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, Delaware 19801

Attention: Viktor Sorensen

Email: vsorensen@solaradigital.com

This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Engagement Letter by facsimile, electronic mail (including PDF), or other electronic transmission shall be deemed to be, and shall have the same force and effect as, execution and delivery of an original.

If any provision of this Engagement Letter is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable.

14. Acceptance and Execution

We respectfully request that the Client confirm its acceptance of the terms and conditions set forth in this Engagement Letter by having an authorized representative sign and return the enclosed copy of this letter to the undersigned. An executed copy may be returned by hand delivery, overnight courier, or electronic mail (PDF) to the attention of James Prentice at the address set forth in Section 13 above.

We are grateful for the opportunity to represent Solara Digital Infrastructure LP in connection with the proposed acquisition of Meridian FleetWorks, Inc. and look forward to a successful Transaction. If you have any questions regarding the terms of this Engagement Letter or any other aspect of the engagement, please do not hesitate to contact me directly.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: James Prentice

Title: Partner

By: ________

Name: Sandra Tung

Title: Partner

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Solara Digital Infrastructure LP, hereby acknowledges receipt of this Engagement Letter, confirms that the undersigned has read and understands the terms and conditions set forth herein, and agrees to be bound by all such terms and conditions.

ACCEPTED AND AGREED:

SOLARA DIGITAL INFRASTRUCTURE LP

By: Solara Digital Infrastructure GP LLC, its General Partner

By: ________

Name: Viktor Sorensen

Title: Managing Partner

Date: ________

Enclosures: None

cc: Claire Nakamura, Partner, Solara Digital Infrastructure LP Sandra Tung, Partner, Calderwood & Harkness LLP Andrew Fitzpatrick, Associate, Calderwood & Harkness LLP

Timekeeper	Role	Hourly Rate
James Prentice	Responsible Partner (M&A)	$1,650
Sandra Tung	Billing Partner (M&A)	$1,550
Sylvia Hartwell	Tax Specialist Partner (Tax)	$1,500
Andrew Fitzpatrick	Lead Associate (7th year)	$1,050
Naomi Petersen	Working Associate (4th year)	$825
Paralegals	Various	$425

CALDERWOOD & HARKNESS LLP Attorneys at Law
277 Park Avenue, 45th Floor New York, New York 10172
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
February 10, 2026
Reference: 1041-00004
VIA ELECTRONIC MAIL AND HAND DELIVERY
Mr. Viktor Sorensen Managing Partner Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, Delaware 19801
Re: Engagement of Calderwood & Harkness LLP — Proposed Acquisition of Meridian FleetWorks, Inc. (the "Transaction")
Dear Mr. Sorensen:
1. Purpose and Engagement
Thank you for selecting Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") to represent Solara Digital Infrastructure LP ("Solara," "SDILP," or the "Client"), a Delaware limited partnership, in connection with the proposed acquisition (the "Transaction") of all of the issued and outstanding capital stock of Meridian FleetWorks, Inc., a Delaware corporation ("MFW" or the "Target"). We are pleased to have the opportunity to serve Solara in this important matter and look forward to a productive working relationship throughout the course of the Transaction.
This letter (the "Engagement Letter") sets forth the terms and conditions under which the Firm will provide legal services to the Client in connection with the Transaction. We ask that you review these terms carefully and, if acceptable, execute and return a copy of this Engagement Letter as provided in Section 14 below.
As we understand the Transaction, Solara proposes to acquire one hundred percent (100%) of all issued and outstanding shares of common stock, par value $0.001 per share, and Series A Preferred Stock, par value $0.001 per share, of MFW in a negotiated stock purchase transaction for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000), subject to customary purchase price adjustments for working capital, indebtedness, transaction expenses, and cash on hand as of the closing date. The Transaction is expected to be structured as a direct stock purchase, with the acquisition vehicle being a newly formed Delaware limited liability company, Solara Fleet Holdings LLC (the "Acquisition Vehicle"), to be organized as a wholly-owned subsidiary of Solara Fund III, LP, a Delaware limited partnership ("Fund III"). Fund III is the investment vehicle through which Solara will deploy capital in connection with the Transaction.
For internal administrative and record-keeping purposes, this engagement has been assigned the Firm's internal matter number 1041-00004. All time entries, invoices, and correspondence related to this engagement will reference this matter number. Additionally, the Transaction is being conducted under the code name "Project Trident" and all external communications should reference this code name where appropriate to maintain confidentiality, as further described in Section 8 below.
2. Scope of Representation
The Firm will represent Solara as buyer's counsel in all legal aspects of the Transaction, including but not limited to the following:
(a) Preliminary Transaction Documents. Review and analysis of the Letter of Intent dated January 17, 2026 (the "LOI"), executed between Solara Fund III, LP and MFW, and all related preliminary transaction documents, including any exclusivity agreements, confidentiality agreements, and term sheets previously entered into by the parties or their affiliates.
(b) Legal Due Diligence of the Target. Comprehensive legal due diligence of MFW covering, without limitation, the following areas: (i) corporate organization, governance, capitalization, and minute books; (ii) material contracts and commercial agreements; (iii) intellectual property and technology assets, including patents, trademarks, copyrights, trade secrets, and software licenses; (iv) employment and benefits matters, including executive compensation arrangements, employee benefit plans, and labor relations; (v) real estate interests, including owned and leased properties and environmental matters; (vi) regulatory and compliance matters, including industry-specific licensing, permitting, and government contracts; (vii) federal, state, and local tax matters, including review of tax returns, assessment of tax exposures, and analysis of net operating losses and other tax attributes; (viii) pending and threatened litigation, arbitration, and administrative proceedings; and (ix) data privacy and cybersecurity compliance, including compliance with applicable state and federal data protection laws.
(c) Structuring Advice. Structuring advice in connection with the stock purchase, including analysis and recommendations regarding tax structure considerations. This will include, without limitation, analysis of a potential election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), the tax implications of any equity rollover arrangements by management stockholders of MFW, state and local tax consequences of the proposed structure, and the formation and governance documentation for the Acquisition Vehicle, Solara Fleet Holdings LLC.
(d) Definitive Transaction Documents. Drafting, negotiation, and execution of the definitive Stock Purchase Agreement (the "SPA") and all ancillary transaction documents. Ancillary documents are anticipated to include, without limitation: (i) disclosure schedules to the SPA; (ii) an escrow agreement with a nationally recognized escrow agent; (iii) stockholder support agreements or written consents of the stockholders of MFW; (iv) equity rollover agreements for designated management stockholders; (v) restrictive covenant agreements (including non-competition, non-solicitation, and confidentiality agreements) with key employees and management; (vi) employment agreements or offer letters for continuing management personnel; (vii) transition services agreements, if applicable; and (viii) all other closing documents and deliverables required to consummate the Transaction.
(e) Financing Documentation. Review and analysis of the debt commitment letter issued by Ironclad National Bank, N.A. ("Ironclad") and all related financing documents, including credit agreements, security documents, guaranties, intercreditor agreements, and related instruments. The Firm will coordinate with lender's counsel, Cascade & Whitfield LLP ("C&W"), on all matters relating to the financing documentation and the satisfaction of conditions precedent to funding, as well as the negotiation of customary SunGard provisions and other buyer-protective provisions in the definitive financing documentation.
(f) Representations and Warranties Insurance. Coordination with the representations and warranties insurance broker, Trident Peak Insurance Brokers Inc. ("Trident Peak"), and the selected carrier, Atlas Meridian Underwriters Ltd. ("Atlas Meridian"), regarding the procurement of a buyer-side representations and warranties insurance policy (the "R&W Policy"). This will include review and negotiation of the R&W Policy terms, exclusions, retention, policy limits, and the no-claims declaration and other deliverables required at closing.
(g) Antitrust and Regulatory Filings. Preparation and filing of the Premerger Notification and Report Form required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade Commission and the Antitrust Division of the Department of Justice. The Firm will advise on antitrust compliance, respond to any requests for additional information or documentary material (a "Second Request"), and coordinate with the applicable governmental authorities as necessary to obtain clearance for the Transaction.
(h) Closing Mechanics. Preparation of all closing deliverables, including the preparation and coordination of the closing checklist, the funds flow memorandum, the closing statement, officer's certificates, legal opinions (to the extent required), secretary's certificates, good standing certificates, and other documents necessary to consummate the Transaction. The Firm will coordinate the closing process, including managing the closing escrow and working with all relevant parties to ensure an orderly and timely closing.
(i) Post-Closing Matters. Post-closing matters reasonably related to the Transaction, including assistance with the purchase price adjustment process, resolution of any working capital disputes, administration of the escrow and any indemnification claims during the survival periods, and filing of any post-closing regulatory notices or filings required in connection with the consummation of the Transaction.
Notwithstanding the foregoing, the scope of this engagement does not extend to: (A) representation of the Client or any affiliated entity in connection with any litigation, arbitration, or similar proceedings arising out of or relating to the Transaction, unless the Firm is separately engaged in writing for such purpose; (B) regulatory proceedings, investigations, or enforcement actions unrelated to the conditions to closing of the Transaction; or (C) the preparation of any tax returns or tax filings on behalf of the Client, the Acquisition Vehicle, MFW, or any affiliated entity.
The Firm is not acting as counsel to Solara Fund III, LP, Solara Digital Infrastructure GP LLC, or any individual principal, officer, employee, or agent of the Client in connection with this engagement, except to the extent that the interests of such persons or entities are directly aligned with and not adverse to the interests of Solara in the Transaction. If any conflict between the interests of the Client and any such affiliated person or entity arises during the engagement, the Firm will promptly advise the Client and take appropriate action as described in Section 7 below.
3. Client Identification
For purposes of this engagement, the Client is Solara Digital Infrastructure LP, a Delaware limited partnership, bearing Employer Identification Number 82-4710368. The general partner of the Client is Solara Digital Infrastructure GP LLC, a Delaware limited liability company, which has authorized the execution of this Engagement Letter and the retention of the Firm on behalf of the Client.
The specific investment vehicle through which capital will be deployed for the Transaction is Solara Fund III, LP, a Delaware limited partnership, bearing Employer Identification Number 84-6239017. While Solara Fund III, LP is the expected source of equity funding for the Transaction and the expected direct or indirect parent of the Acquisition Vehicle, the Client for all purposes of this Engagement Letter remains Solara Digital Infrastructure LP.
The key principals of the Client for purposes of this engagement are:
•  Viktor Sorensen, Managing Partner
•  Claire Nakamura, Partner, Head of Software Investing
All communications regarding the Transaction, including legal advice, status updates, document drafts, and other substantive correspondence, should be directed to Viktor Sorensen and Claire Nakamura at the contact information on file with the Firm, unless the Client otherwise instructs in writing. The Client may designate additional authorized contacts by written notice to the Firm at any time during the course of the engagement.
4. Engagement Team and Staffing
The Firm has assembled the following team of experienced professionals to handle this engagement:
James Prentice — Responsible Partner (Mergers & Acquisitions). Mr. Prentice will have overall supervisory responsibility for the engagement, including strategic oversight of all aspects of the Transaction, and will serve as the Client's primary point of contact at the Firm. Mr. Prentice brings over twenty-five years of experience advising private equity sponsors and their portfolio companies on complex acquisition transactions.
Sandra Tung — Billing Partner (Mergers & Acquisitions). Ms. Tung will be responsible for the day-to-day management of billing, budgeting, and staffing for the engagement. She will monitor fee accruals against the Fee Cap and ensure that the Client receives timely and transparent reporting on all financial aspects of the engagement. Ms. Tung will also contribute substantively to the negotiation of the definitive transaction documents.
Sylvia Hartwell — Tax Specialist Partner (Tax). Ms. Hartwell will serve as the lead tax advisor on the Transaction, providing advice and analysis regarding the tax structuring of the acquisition, including the potential Section 338(h)(10) election under the Code, state and local tax considerations, the structuring of equity rollover arrangements, and related tax matters. Ms. Hartwell's involvement will be coordinated with the Client's tax advisors to ensure a comprehensive and efficient approach to tax planning.
Andrew Fitzpatrick — Lead Associate (7th year, Mergers & Acquisitions). Mr. Fitzpatrick will serve as the lead associate on the engagement and will be responsible for leading the legal due diligence workstream, preparing and managing the initial drafts of the Stock Purchase Agreement and ancillary transaction documents, reviewing the Ironclad commitment letter and related financing documentation, and coordinating with lender's counsel and other third-party advisors. Mr. Fitzpatrick will serve as the day-to-day point of contact for the working-level members of the Client's deal team.
Naomi Petersen — Working Associate (4th year, Mergers & Acquisitions). Ms. Petersen will support Mr. Fitzpatrick in all aspects of the due diligence process, including review of contracts and corporate records in the virtual data room, preparation of due diligence memoranda, and drafting of ancillary transaction documents and disclosure schedules. Ms. Petersen will also assist with regulatory filings and closing logistics.
Paralegals — The Firm will assign one or more experienced paralegals to the engagement as needed to support document management, virtual data room review and organization, closing logistics, corporate searches and filings, and other administrative and substantive tasks. The identities of assigned paralegals will be communicated to the Client as they are staffed to the matter.
The Firm reserves the right to assign additional attorneys, paralegals, or other professionals to the engagement, or to adjust the composition of the engagement team, as the needs of the matter require. Any changes in staffing will be communicated to the Client in advance, and any additional timekeepers will be billed at rates consistent with the rate structure set forth in Section 5 below for their respective experience levels. James Prentice will serve as the primary point of contact for the Client throughout the engagement, and the Client should direct all inquiries, instructions, and communications to Mr. Prentice unless otherwise advised.
5. Fee Arrangement
5.1 Billing Basis — Hourly Rates
Legal services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the following standard rates, which have been established specifically for this engagement:
The foregoing rates are effective as of the date of this Engagement Letter and are subject to the Firm's annual rate adjustments, which are typically effective on or about January 1 of each calendar year; provided, however, that rates applicable to this engagement shall not be adjusted during the term of this engagement through the closing of the Transaction (or, if earlier, the termination of this engagement) without the Client's prior written consent. In the event the engagement extends beyond calendar year 2026, the Firm and the Client will discuss in good faith any proposed rate adjustments for the subsequent calendar year.
If additional timekeepers are assigned to the engagement in accordance with Section 4 above, their rates will be consistent with the rate structure set forth in the table above for their respective experience level and role, and such rates will be communicated to the Client in advance of any time being billed by such additional timekeepers. Time will be recorded in increments of one-tenth (0.1) of an hour.
5.2 Fee Cap
Total legal fees (exclusive of disbursements and out-of-pocket expenses) for all work performed by the Firm through the closing of the Transaction shall not exceed Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) (the "Fee Cap"). The Fee Cap is intended to provide the Client with cost certainty and reflects the Firm's good-faith estimate of the total legal effort required to bring the Transaction from its current stage through a successful closing.
The Fee Cap applies to all work described within the Scope of Representation set forth in Section 2 of this Engagement Letter. The following items are expressly excluded from the Fee Cap:
(a) disbursements and out-of-pocket expenses as described in Section 6 below, which will be billed separately and are not subject to the Fee Cap;
(b) fees for post-closing matters that extend beyond those reasonably related to the closing of the Transaction, including, without limitation, contested indemnification claims, purchase price adjustment disputes requiring formal arbitration, or any post-closing litigation;
(c) any engagement that is separately agreed upon by the parties in a separate written engagement letter or amendment to this Engagement Letter, including, without limitation, any litigation arising from or relating to the Transaction; and
(d) any additional scope of work requested by the Client that falls outside the Scope of Representation as defined in Section 2 above, which will be billed at the hourly rates set forth in this Section 5 and will not be subject to the Fee Cap unless otherwise agreed in writing.
In the event the Transaction does not close for any reason (including, without limitation, failure of a condition to closing, termination of the SPA, regulatory prohibition, or mutual agreement of the parties), fees incurred by the Firm through the date of termination of the engagement shall be billed in accordance with the hourly rates set forth in Section 5.1 above, without application of the Fee Cap, subject to the retainer provisions set forth in Section 5.4 below. The Firm will use commercially reasonable efforts to keep the Client informed of cumulative fee accruals on a regular basis, and will promptly notify the Client if the Firm anticipates that accrued fees may approach or exceed the Fee Cap.
5.3 Billing Frequency
Invoices will be rendered on a monthly basis, reflecting services performed during the preceding calendar month. Each invoice will include a detailed narrative description of services rendered, the identity of the timekeeper performing each task, the time expended (in tenths of an hour), and the applicable hourly rate for each timekeeper. Disbursements and expenses will be itemized separately on each invoice.
Payment of each invoice is due within thirty (30) days of the date of such invoice. Invoices should be remitted by wire transfer or check to the Firm's operating account, the details of which will be provided with the first invoice. All payments should reference the Firm's internal matter number (1041-00004) and the Client's name.
The Firm reserves the right to charge interest on any overdue balances at the rate of one percent (1.0%) per month (equivalent to twelve percent (12%) per annum) or the maximum rate permitted by applicable law, whichever is less. Such interest shall accrue from the date payment was due until the date payment is received in full.
The Client agrees to review each invoice promptly upon receipt and to notify the Firm within fifteen (15) days of receipt of any billing dispute or inquiry. The Firm will work cooperatively with the Client to resolve any billing questions or discrepancies in a timely manner. Failure to raise a billing dispute within forty-five (45) days of receipt of an invoice shall constitute acceptance of the charges reflected therein.
5.4 Retainer.  The Client has agreed to provide an advance retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Retainer"), which was received by the Firm on February 12, 2026. The Retainer will be held in the Firm's client trust account, maintained in accordance with applicable Rules of Professional Conduct, and will be applied against the final invoice or invoices rendered in connection with the engagement, or upon termination of the engagement, whichever occurs first.
The Retainer is not a cap on fees or an estimate of total fees and does not limit the Client's obligation to pay for all services rendered and disbursements incurred in accordance with the terms of this Engagement Letter. The Client's obligation to pay the Firm's invoices on a current monthly basis remains in full force and effect notwithstanding the existence of the Retainer.
Any unused portion of the Retainer remaining after application against the final invoice(s) and satisfaction of all outstanding obligations will be refunded to the Client promptly following the conclusion of the engagement and the Firm's issuance of a final invoice, but in no event later than thirty (30) days following the conclusion of the engagement.
6. Disbursements and Expenses
In addition to legal fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the engagement. Such disbursements and expenses may include, but are not limited to, the following:
•  Filing fees, including HSR Act premerger notification filing fees, which are currently estimated at approximately $350,000 based on the aggregate purchase price of the Transaction and are the Client's obligation under the terms of the LOI;
•  Travel expenses, including commercial airfare, ground transportation (including car services and rental vehicles), hotel accommodations, and meals, reasonably incurred in connection with due diligence site visits, in-person negotiations, or closing meetings;
•  Document reproduction, printing, and binding charges, including production of signature pages, closing binders, and hard-copy deliverables;
•  Courier and overnight delivery services;
•  Database and legal research charges, including charges for Westmark Data Systems, Cascade Services Inc., Calderon Systems+, and similar research platforms;
•  Virtual data room ("VDR") related costs, to the extent such costs are not borne directly by MFW or its advisors;
•  Long-distance telecommunications charges;
•  Charges by government agencies for certificates of good standing, certified copies, UCC and lien searches, corporate filings, and similar items; and
•  Other reasonable and customary expenses incurred in the ordinary course of providing legal services in connection with the engagement.
All disbursements and expenses will be itemized on the Firm's monthly invoices alongside legal fees. Any single expense item in excess of Ten Thousand Dollars ($10,000) (other than the HSR filing fee, which the Client has already acknowledged) will be pre-approved by the Client before the expense is incurred. The Firm will use reasonable efforts to minimize expenses and to utilize cost-effective alternatives where practicable.
For the avoidance of doubt, the Fee Cap of $2,750,000 set forth in Section 5.2 does not include disbursements and out-of-pocket expenses, which will be billed and payable in addition to legal fees.
7. Conflicts of Interest
The Firm has conducted a comprehensive conflicts check in accordance with its internal policies and procedures and the applicable Rules of Professional Conduct governing attorneys practicing in the State of New York and the State of Delaware. Based on the results of this conflicts check, the Firm has identified no conflicts of interest that would prevent or limit the Firm's ability to represent the Client in connection with the Transaction.
The Firm notes, in the interest of full transparency, that it has previously represented Ironclad National Bank, N.A. in connection with an unrelated commercial lending matter that was concluded in 2024 and is no longer active. The Firm does not currently represent Ironclad in any capacity, and Ironclad is represented in connection with the financing for the Transaction by its own outside counsel, Cascade & Whitfield LLP. The Firm does not believe that this prior, concluded representation creates any conflict of interest with respect to this engagement. However, out of an abundance of caution, the Firm discloses this prior relationship and requests that the Client acknowledge and waive any potential conflict arising therefrom.
By executing this Engagement Letter, the Client acknowledges the Firm's prior relationship with Ironclad National Bank, N.A. as described above and waives any potential conflict of interest arising from such prior representation, on the understanding that the Firm is not representing Ironclad in any matter related to the Transaction and that the Firm possesses no material confidential information of Ironclad that is relevant to the Transaction.
If any actual or potential conflict of interest arises during the course of the engagement — whether involving Ironclad, MFW, any stockholder of MFW, or any other party to the Transaction — the Firm will promptly notify the Client and take appropriate steps to address the conflict. Such steps may include, depending on the nature and severity of the conflict, seeking an informed written waiver from the affected parties, implementing an ethical wall within the Firm, or, if necessary, withdrawing from the engagement or from the affected portion thereof, in accordance with the applicable Rules of Professional Conduct.
8. Confidentiality
The Firm will maintain the confidentiality of all information provided by the Client in connection with this engagement, in accordance with applicable Rules of Professional Conduct, the attorney-client privilege, and the work product doctrine. The Firm recognizes its obligation to safeguard the Client's information and will implement appropriate measures to protect against unauthorized disclosure.
The Firm will not disclose Confidential Information (as defined below) to any third party without the Client's prior written consent, except as may be required by law, court order, regulatory authority, or professional obligation. In the event the Firm receives a subpoena, court order, or other compulsory legal process seeking disclosure of Confidential Information, the Firm will, to the extent legally permissible, promptly notify the Client and cooperate with the Client in seeking protective relief.
For purposes of this Section 8, "Confidential Information" means all non-public information regarding Solara, Solara Digital Infrastructure GP LLC, Solara Fund III, LP, and their respective affiliates, limited partners, investors, portfolio companies, and personnel; all non-public information regarding the Transaction, including its terms, structure, timing, and participants; all non-public information regarding MFW and its business, assets, liabilities, employees, customers, and operations; and all attorney-client communications and work product generated in connection with this engagement.
As noted in Section 1, the Transaction is being conducted under the code name "Project Trident." All external communications, including correspondence with opposing counsel, third-party advisors, regulatory authorities, and other parties (other than communications where the use of actual names is required by law or regulation), should utilize this code name where appropriate to preserve confidentiality regarding the identities of the parties and the nature of the Transaction.
9. Document Retention
Upon the conclusion of the engagement (whether by closing of the Transaction, termination, or otherwise), the Firm will retain Client files, including both physical and electronic files, in accordance with the Firm's document retention policy. The Firm's current policy provides for the retention of Client files for a period of seven (7) years following the conclusion of the engagement, after which time the Firm may, in its discretion, destroy or dispose of such files without further notice to, or consent from, the Client.
Original documents provided by the Client to the Firm during the course of the engagement will be returned to the Client upon written request at the conclusion of the engagement. The Client should identify and request the return of any such original documents within ninety (90) days of the conclusion of the engagement.
The Firm's internal work product, including research memoranda, internal notes, drafts, administrative records, and time and billing records, are and shall remain the property of the Firm, subject to the Client's right of access as provided by applicable law and the Rules of Professional Conduct.
10. Termination
Either party may terminate this engagement at any time, with or without cause, by providing written notice to the other party. Such notice shall be delivered in accordance with the notice provisions set forth in Section 13 below.
In the event of termination by the Client, the Client shall remain obligated to pay for all legal services rendered and all disbursements and expenses incurred by the Firm through the effective date of termination. Any outstanding invoices shall become immediately due and payable, and the Retainer shall be applied against any unpaid balance in accordance with Section 5.4 above.
In the event of termination by the Firm, the Firm will take all reasonable steps to protect the Client's interests, including providing adequate advance notice (not less than thirty (30) days, absent exigent circumstances) to allow the Client to engage substitute counsel and facilitating an orderly transition of the matter. The Firm will cooperate with substitute counsel in effecting the transition, including making files and relevant materials available in a timely manner.
Termination of this engagement, by either party, shall not affect: (a) the Firm's continuing obligations with respect to confidentiality as set forth in Section 8 above; (b) the Client's obligations with respect to payment of all outstanding fees, disbursements, and expenses; or (c) the provisions of Sections 9, 11, and 12, which shall survive termination.
11. Limitation of Liability
The Firm's aggregate liability to the Client for any claims arising out of or relating to the legal services rendered under this Engagement Letter, whether based in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by the Client to the Firm for services rendered under this Engagement Letter. This limitation applies to the Firm and its partners, associates, employees, and agents, individually and collectively.
Notwithstanding the foregoing, this limitation of liability shall not apply to any liability arising from the Firm's willful misconduct, gross negligence, or fraud in connection with the performance of services under this Engagement Letter.
The Client further agrees that the Firm shall not be liable for any consequential, incidental, indirect, special, or punitive damages of any kind, including, without limitation, lost profits, loss of business opportunity, or diminution in value, regardless of whether such damages are foreseeable and regardless of whether the Firm has been advised of the possibility of such damages. This exclusion applies to the fullest extent permitted by applicable law.
12. Governing Law and Dispute Resolution
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Firm's representation of the Client, the fees charged or services rendered hereunder, or the breach, termination, or validity of this Engagement Letter, shall be resolved by final and binding arbitration administered in Wilmington, Delaware, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator with experience in legal malpractice and professional responsibility matters, selected in accordance with the applicable AAA rules. The arbitrator's award shall be final and binding and may be entered and enforced in any court of competent jurisdiction.
The prevailing party in any arbitration or judicial proceeding arising under or in connection with this Engagement Letter shall be entitled to recover its reasonable attorneys' fees and costs, including the costs of arbitration, from the non-prevailing party.
13. Miscellaneous
This Engagement Letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of the engagement described herein and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings, or agreements, whether written or oral, relating to the subject matter hereof.
This Engagement Letter may not be amended, modified, or supplemented except by a written instrument duly executed by authorized representatives of both parties. No waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by the waiving party, and no such waiver shall constitute a waiver of any other provision or a continuing waiver.
All notices, requests, consents, and other communications required or permitted under this Engagement Letter shall be in writing and shall be deemed duly given when delivered by hand, sent by nationally recognized overnight courier service, or transmitted by electronic mail (with confirmation of receipt), to the addresses set forth in the header of this letter, or to such other address as either party may designate in writing from time to time:
If to the Firm:
Calderwood & Harkness LLP 277 Park Avenue, 45th Floor New York, New York 10172
Attention: James Prentice
Email: jprentice@calderwoodharkness.com
If to the Client:
Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, Delaware 19801
Attention: Viktor Sorensen
Email: vsorensen@solaradigital.com
This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Engagement Letter by facsimile, electronic mail (including PDF), or other electronic transmission shall be deemed to be, and shall have the same force and effect as, execution and delivery of an original.
If any provision of this Engagement Letter is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable.
14. Acceptance and Execution
We respectfully request that the Client confirm its acceptance of the terms and conditions set forth in this Engagement Letter by having an authorized representative sign and return the enclosed copy of this letter to the undersigned. An executed copy may be returned by hand delivery, overnight courier, or electronic mail (PDF) to the attention of James Prentice at the address set forth in Section 13 above.
We are grateful for the opportunity to represent Solara Digital Infrastructure LP in connection with the proposed acquisition of Meridian FleetWorks, Inc. and look forward to a successful Transaction. If you have any questions regarding the terms of this Engagement Letter or any other aspect of the engagement, please do not hesitate to contact me directly.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: James Prentice
Title: Partner
By: ________
Name: Sandra Tung
Title: Partner
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Solara Digital Infrastructure LP, hereby acknowledges receipt of this Engagement Letter, confirms that the undersigned has read and understands the terms and conditions set forth herein, and agrees to be bound by all such terms and conditions.
ACCEPTED AND AGREED:
SOLARA DIGITAL INFRASTRUCTURE LP
By: Solara Digital Infrastructure GP LLC, its General Partner
By: ________
Name: Viktor Sorensen
Title: Managing Partner
Date: ________
Enclosures: None
cc: Claire Nakamura, Partner, Solara Digital Infrastructure LP Sandra Tung, Partner, Calderwood & Harkness LLP Andrew Fitzpatrick, Associate, Calderwood & Harkness LLP
Timekeeper | Role | Hourly Rate
James Prentice | Responsible Partner (M&A) | $1,650
Sandra Tung | Billing Partner (M&A) | $1,550
Sylvia Hartwell | Tax Specialist Partner (Tax) | $1,500
Andrew Fitzpatrick | Lead Associate (7th year) | $1,050
Naomi Petersen | Working Associate (4th year) | $825
Paralegals | Various | $425

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA ELECTRONIC MAIL AND HAND DELIVERY

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

ACCEPTED AND AGREED:

SOLARA DIGITAL INFRASTRUCTURE LP

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