1041-00004 · Solara Digital Infrastructure LP · Financing

draft-equity-commitment-letter.docx DOCUMENT M&A / Corporate

21 / 36 ← → ✕

Contract analysis Extract to table

PRIVILEGED AND CONFIDENTIAL

DRAFT — FOR DISCUSSION PURPOSES ONLY

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

Wilmington Office: 300 Delaware Avenue, Suite 900 Wilmington, Delaware 19801

C&H Matter No.: 1041-00004 Engagement Ref.: 1041-00004 Transaction Code Name: Project Trident

Prepared by: James Prentice, Partner Reviewed by: Sandra Tung, Partner

EQUITY COMMITMENT LETTER

[●], 2026

Solara Fleet Holdings LLC c/o Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, Delaware 19801

Ladies and Gentlemen:

This Equity Commitment Letter (this "Commitment Letter") sets forth the commitment of Solara Fund III, LP, a Delaware limited partnership (EIN 84-6239017), acting by and through its general partner, Solara Digital Infrastructure GP LLC, a Delaware limited liability company (in such capacity, the "General Partner," and Solara Fund III, LP, the "Sponsor"), having its principal office at 1200 Market Street, Suite 2400, Wilmington, Delaware 19801, to fund equity capital to Solara Fleet Holdings LLC, a Delaware limited liability company (to be formed as a wholly-owned subsidiary of Sponsor; EIN to be obtained upon formation) (the "Buyer"), in connection with and for the purpose of consummating the Transaction (as defined below) on the terms and subject to the conditions set forth herein.

RECITALS

A. Transaction Background.

Reference is made to that certain Stock Purchase Agreement (the "Purchase Agreement"), to be dated as of [●], 2026, by and among (i) Buyer, (ii) the stockholders of Meridian FleetWorks, Inc. listed on the signature pages thereto and on Schedule I attached thereto (collectively, the "Sellers"), and (iii) Meridian FleetWorks, Inc., a Delaware corporation (EIN 47-3891205), headquartered at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102 (the "Company"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

The Purchase Agreement provides for Buyer's acquisition (the "Transaction") of one hundred percent (100%) of the issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), and Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), of the Company from the Sellers for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price"), subject to customary post-closing adjustments for net working capital (with a target net working capital amount of Five Million Eight Hundred Thousand Dollars ($5,800,000)), cash on hand, funded indebtedness, and transaction expenses of the Company, all as more particularly set forth in Article II of the Purchase Agreement.

The principal Sellers of the Company are as follows:

(i) Garrett Holliday, Co-Founder, Chief Executive Officer, and Director of the Company, holding 2,800,000 shares of Common Stock and 400,000 shares of Series A Preferred Stock;

(ii) Diana Vasquez-Park, Co-Founder, Chief Technology Officer, and Director of the Company, holding 1,600,000 shares of Common Stock and 200,000 shares of Series A Preferred Stock;

(iii) Pinnacle Bluff Ventures LLC, a Virginia limited liability company, holding 2,500,000 shares of Common Stock and 900,000 shares of Series A Preferred Stock; and

(iv) certain other stockholders and option holders of the Company as set forth in the Purchase Agreement.

Garrett Holliday will contribute approximately Twenty-Five Million Dollars ($25,000,000) of his equity consideration as a rollover equity investment in Buyer (the "Holliday Rollover Equity") pursuant to that certain Rollover Agreement, to be dated as of the date of the Purchase Agreement, by and between Buyer and Garrett Holliday (the "Rollover Agreement"), a form of which is attached as an exhibit to the Purchase Agreement.

B. Financing Structure.

The total acquisition financing for the Transaction is structured as follows:

(i) Equity Contribution. One Hundred Seventy-Five Million Dollars ($175,000,000) in cash equity to be contributed by Sponsor to Buyer pursuant to this Commitment Letter (the "Equity Contribution").

(ii) Debt Financing. One Hundred Seventy-Five Million Dollars ($175,000,000) in senior secured credit facilities (the "Debt Financing") to be provided by Ironclad National Bank, N.A. ("Ironclad"), as administrative agent, sole lead arranger, and sole bookrunner, and Ridgeline Commercial Lending Corp. ("Ridgeline"), as co-lender, pursuant to that certain Commitment Letter, dated February 14, 2026 (Reference No. CL-INB-2026-0214) (the "Debt Commitment Letter"), consisting of:

(a) a One Hundred Twenty-Five Million Dollar ($125,000,000) Term Loan A Facility (the "Term Loan A"); and

(b) a Fifty Million Dollar ($50,000,000) Revolving Credit Facility (the "Revolving Facility"), which is expected to remain undrawn at the Closing.

(iii) Holliday Rollover Equity. Approximately Twenty-Five Million Dollars ($25,000,000) in rollover equity to be contributed by Garrett Holliday pursuant to the Rollover Agreement.

Sponsor has approximately One Billion Eight Hundred Fifty Million Dollars ($1,850,000,000) in total committed capital from the limited partners of Solara Fund III, LP. The Equity Contribution of $175,000,000 represents approximately 9.5% of such total commitments.

C. Purpose of Commitment Letter.

This Commitment Letter is being delivered in connection with, and as contemplated by, the Purchase Agreement in order to set forth the commitment of Sponsor to fund the equity capital necessary for Buyer to consummate the Transaction on the terms and subject to the conditions set forth herein. The delivery of this Commitment Letter to Buyer is a condition to the execution and delivery of the Purchase Agreement by the Sellers.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals (which are hereby incorporated by reference and made a part of this Commitment Letter), the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1: EQUITY COMMITMENT

1.1 Commitment Amount.

Subject to the terms and conditions of this Commitment Letter, Sponsor hereby irrevocably commits to contribute, or cause to be contributed, to Buyer cash in an aggregate amount of up to One Hundred Seventy-Five Million Dollars ($175,000,000) (the "Commitment") to fund, together with the proceeds of the Debt Financing and the Holliday Rollover Equity, the following:

(a) Purchase Price. Payment of the aggregate Purchase Price under the Purchase Agreement (being $350,000,000, subject to customary post-closing adjustments for net working capital, cash, indebtedness, and transaction expenses as set forth in the Purchase Agreement);

(b) Transaction Fees, Costs, and Expenses. Payment of all fees, costs, expenses, and other amounts required to be paid by Buyer in connection with the Transaction at or prior to the Closing, including, without limitation:

(i) legal fees payable to Calderwood & Harkness LLP, as counsel to Buyer and Sponsor, subject to a fee cap of Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000);

(ii) the advisory fee payable to Cobalt Ridge Partners LLC, as financial advisor to Buyer and Sponsor, in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000) (payable as a flat fee at the Closing);

(iii) the filing fee payable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), in the amount of Three Hundred Fifty Thousand Dollars ($350,000);

(iv) the premium payable in respect of the representations and warranties insurance policy to be obtained from Atlas Meridian Underwriters Ltd. (estimated at One Million Fifty Thousand Dollars ($1,050,000));

(v) the debt arrangement fee payable in connection with the Debt Financing in the amount of Two Million Six Hundred Twenty-Five Thousand Dollars ($2,625,000); and

(vi) all other customary closing costs and expenses of Buyer in connection with the consummation of the Transaction;

(c) Purchase Price Adjustments. Any purchase price adjustments payable by Buyer at or after the Closing pursuant to the terms of the Purchase Agreement, including, without limitation, any adjustment payments resulting from the determination of final net working capital, cash, indebtedness, and transaction expenses of the Company as of the Closing Date.

1.2 Funding Mechanics.

The Commitment shall be funded by Sponsor by wire transfer of immediately available funds to an account designated by Buyer (or as Buyer may otherwise direct in writing) on the Closing Date (as defined in the Purchase Agreement). The target Closing Date is April 30, 2026, subject to the satisfaction or waiver of the conditions to Closing set forth in the Purchase Agreement, and the outside date for the Closing is June 30, 2026 (the "Outside Date"), as set forth in the Purchase Agreement.

The funding of the Commitment shall occur substantially simultaneously with (i) the funding of the Debt Financing by Ironclad and Ridgeline under the Debt Commitment Letter, (ii) the contribution of the Holliday Rollover Equity under the Rollover Agreement, and (iii) all other conditions to Closing under the Purchase Agreement being satisfied or waived in accordance with the terms thereof.

Sponsor may fund the Commitment in one or more capital calls to the limited partners of Solara Fund III, LP in accordance with Section 3.1 (Capital Contributions) and the related provisions of the Amended and Restated Agreement of Limited Partnership of Solara Fund III, LP, dated as of [●] (the "Partnership Agreement"). The manner in which Sponsor raises the capital necessary to fund the Commitment from its limited partners shall be solely a matter for Sponsor and shall not affect or condition Sponsor's obligations hereunder. For the avoidance of doubt, Buyer shall have no obligation to verify the source of funds contributed by Sponsor, and the availability of capital contributions from the limited partners of Solara Fund III, LP shall not constitute a condition to Sponsor's obligation to fund the Commitment.

1.3 No Obligation to Overfund.

Notwithstanding anything to the contrary in this Commitment Letter, the aggregate amount funded by Sponsor under this Commitment Letter shall not exceed One Hundred Seventy-Five Million Dollars ($175,000,000) under any circumstances. The Commitment is solely an equity commitment and does not constitute a guarantee of payment of the Purchase Price or any other amount owed by Buyer under the Purchase Agreement or any other Transaction Document, except as expressly set forth in Section 5 (Limited Guarantee) of this Commitment Letter. Nothing in this Commitment Letter shall be construed to require Sponsor to fund any amount in excess of the Commitment, whether to cover shortfalls in the Debt Financing, increased transaction costs, purchase price adjustments in excess of the amounts contemplated by the sources and uses analysis, or otherwise.

SECTION 2: CONDITIONS TO FUNDING

2.1 Conditions Precedent.

The obligation of Sponsor to fund the Commitment is subject to the satisfaction (or waiver by Sponsor in its sole discretion, except as otherwise expressly provided herein) of each of the following conditions:

(a) Execution of Purchase Agreement. The Purchase Agreement shall have been duly executed and delivered by all parties thereto, and the Purchase Agreement shall be in full force and effect as of the Closing Date.

(b) Satisfaction of Buyer's Closing Conditions. All conditions to Buyer's obligation to consummate the Closing under Article VII (or such other applicable article) of the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof, including, without limitation, the following:

(i) the representations and warranties of the Sellers and the Company set forth in the Purchase Agreement shall be true and correct in all material respects as of the date of the Purchase Agreement and as of the Closing Date as though made on and as of the Closing Date (or, with respect to representations and warranties that are qualified by materiality or Material Adverse Effect, such representations and warranties shall be true and correct in all respects), except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date;

(ii) the Sellers and the Company shall have performed and complied with, in all material respects, all covenants and agreements required to be performed or complied with by them under the Purchase Agreement at or prior to the Closing;

(iii) all required governmental approvals shall have been obtained or made, including, without limitation, clearance under the HSR Act (whether by early termination of the applicable waiting period or by expiration of the waiting period without action by the Federal Trade Commission or the Antitrust Division of the United States Department of Justice);

(iv) the third-party consent required under that certain MFW–TerraLink Strategic Partnership Agreement, dated March 15, 2022 (as amended), by and between the Company and TerraLink Logistics, Inc., in connection with the change of control of the Company resulting from the Transaction, shall have been duly obtained in form and substance reasonably satisfactory to Buyer;

(v) no Material Adverse Effect (as defined in the Purchase Agreement) shall have occurred with respect to the Company since the date of the Purchase Agreement;

(vi) all ancillary agreements and deliverables required to be delivered at the Closing shall have been duly executed, delivered, and, where applicable, effective, including, without limitation: (A) the Escrow Agreement by and among Buyer, the Stockholder Representative, and Northgate Escrow Services LLC, providing for an escrow deposit of Seventeen Million Five Hundred Thousand Dollars ($17,500,000); (B) the stockholder support agreements from each of the principal Sellers; (C) the Rollover Agreement; (D) restrictive covenant agreements from each of Garrett Holliday and Diana Vasquez-Park, in form and substance reasonably satisfactory to Buyer; (E) officer certificates of the Company certifying the satisfaction of closing conditions; and (F) all other certificates, instruments, and documents required to be delivered at the Closing pursuant to the Purchase Agreement;

(c) Debt Financing. The Debt Financing shall have been funded, or shall be funded substantially simultaneously with the funding of the Commitment, in each case in an aggregate amount sufficient to fund the debt component of the Purchase Price in accordance with the Debt Commitment Letter.

(d) No Restraining Order. No order, injunction, decree, or ruling of any court of competent jurisdiction or governmental authority shall be in effect that prohibits, restrains, enjoins, or makes illegal the consummation of the Transaction or the funding of the Commitment.

(e) R&W Insurance Policy. The representations and warranties insurance policy issued by Atlas Meridian Underwriters Ltd. (with a policy limit of Thirty-Five Million Dollars ($35,000,000) and such other terms as set forth in the binder to be delivered to Buyer) (the "R&W Policy") shall have been bound and in full force and effect, or shall become effective substantially simultaneously with the Closing.

2.2 No Independent Conditions.

For the avoidance of doubt, the obligation of Sponsor to fund the Commitment is not subject to any conditions other than those expressly set forth in this Section 2. The conditions set forth in Section 2.1 are intended to be coextensive with (and not additional to) the conditions to Buyer's obligation to consummate the Closing under the Purchase Agreement. Sponsor shall not have the right to refuse to fund the Commitment on the basis of any condition or requirement not set forth in this Section 2, and Sponsor acknowledges that it has conducted (or will have the opportunity to conduct) its own independent investigation and due diligence with respect to the Company and the Transaction and is not relying on any representation, warranty, or assurance other than those expressly set forth herein and in the Purchase Agreement.

SECTION 3: TERMINATION

3.1 Automatic Termination.

This Commitment Letter, and all rights and obligations of the parties hereunder (subject to Section 3.2), shall automatically terminate, without any further action by any party, upon the earliest to occur of:

(a) the Closing, upon the funding of the Commitment in full in accordance with Section 1.2;

(b) the valid termination of the Purchase Agreement in accordance with its terms, including, without limitation, termination by either party upon the occurrence of the Outside Date (June 30, 2026) or any other termination event set forth in the Purchase Agreement; and

(c) the mutual written agreement of Sponsor and Buyer to terminate this Commitment Letter, executed by duly authorized representatives of each party.

3.2 Effect of Termination.

Upon the termination of this Commitment Letter in accordance with Section 3.1, all obligations of Sponsor hereunder shall terminate and be of no further force or effect, and no party shall have any further liability to any other party under this Commitment Letter; provided, however, that:

(i) the provisions of Section 5 (Limited Guarantee) shall survive termination of this Commitment Letter to the extent that any Guaranteed Obligations (as defined therein) have accrued and remain unpaid as of the date of such termination; and

(ii) the provisions of Section 7 (Confidentiality), Section 8 (Amendments; Waivers), Section 9 (Assignment), Section 10 (Governing Law; Jurisdiction; Waiver of Jury Trial), and Section 11 (Miscellaneous) shall survive any termination of this Commitment Letter in accordance with their respective terms.

For the avoidance of doubt, termination of this Commitment Letter shall not relieve any party of liability for any breach of this Commitment Letter occurring prior to the date of such termination.

SECTION 4: REPRESENTATIONS AND WARRANTIES OF SPONSOR

Sponsor hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:

4.1 Organization and Authority.

Solara Fund III, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with all requisite partnership power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. Solara Digital Infrastructure GP LLC, as the General Partner of Solara Fund III, LP, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to execute and deliver this Commitment Letter on behalf of Solara Fund III, LP, to perform Sponsor's obligations hereunder, and to consummate the transactions contemplated hereby.

4.2 Authorization; Binding Effect.

The execution, delivery, and performance of this Commitment Letter by Sponsor, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary partnership and limited liability company action on the part of Sponsor and the General Partner, respectively, and no other partnership, limited liability company, or other proceedings on the part of Sponsor or the General Partner are necessary to authorize the execution, delivery, or performance of this Commitment Letter. This Commitment Letter has been duly executed and delivered by Sponsor (acting through the General Partner) and constitutes the legal, valid, and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and subject to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

4.3 No Conflicts.

The execution, delivery, and performance of this Commitment Letter by Sponsor, and the consummation of the transactions contemplated hereby, do not and will not: (i) violate, conflict with, or result in a breach of any provision of the Partnership Agreement or the Amended and Restated Operating Agreement of Solara Digital Infrastructure GP LLC; (ii) violate or conflict with any law, statute, ordinance, rule, regulation, order, judgment, or decree applicable to Sponsor or any of its properties or assets; or (iii) result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, or acceleration under, any contract, agreement, instrument, permit, license, or obligation to which Sponsor is a party or by which Sponsor or any of its properties or assets may be bound.

4.4 Sufficiency of Funds.

Sponsor has, or at the time of the Closing will have, sufficient uncalled capital commitments from the limited partners of Solara Fund III, LP and sufficient available funds (whether through capital calls, drawdowns, or otherwise in accordance with the Partnership Agreement) to satisfy the Commitment in full on the Closing Date. Without limiting the generality of the foregoing, Solara Fund III, LP has approximately One Billion Eight Hundred Fifty Million Dollars ($1,850,000,000) in total committed capital, and the Commitment of $175,000,000 represents approximately 9.5% of such total committed capital. Sponsor has no reason to believe that any of the conditions to the funding of capital contributions by its limited partners under the Partnership Agreement will not be satisfied on or prior to the Closing Date, and Sponsor is not aware of any fact, circumstance, or event that would reasonably be expected to impair or delay the ability of Sponsor to fund the Commitment in full on the Closing Date.

4.5 No Litigation.

There is no action, suit, proceeding, arbitration, investigation, or inquiry pending or, to Sponsor's knowledge, threatened against Sponsor before any court, arbitral tribunal, administrative agency, or other governmental authority that would reasonably be expected to impair or adversely affect Sponsor's ability to perform its obligations under this Commitment Letter, to fund the Commitment, or to consummate the transactions contemplated hereby. Sponsor is not subject to any outstanding order, writ, judgment, injunction, decree, or award of any court, governmental authority, or arbitral tribunal that would reasonably be expected to have such an effect.

SECTION 5: LIMITED GUARANTEE

5.1 Scope of Guarantee.

As an inducement to the Sellers to enter into the Purchase Agreement, and in consideration of the direct and indirect benefits to Sponsor of the consummation of the Transaction, Sponsor hereby irrevocably and unconditionally guarantees to the Sellers (collectively, the "Guaranteed Parties"), subject to the terms, conditions, and limitations set forth in this Section 5, the prompt payment when due of the following obligations of Buyer under the Purchase Agreement (collectively, the "Guaranteed Obligations"):

(a) Reverse Termination Fee. The Reverse Termination Fee, if any, payable by Buyer to the Sellers pursuant to the Purchase Agreement in the event that Buyer fails to consummate the Closing under circumstances giving rise to such payment obligation (the amount of which shall be as specified in the Purchase Agreement; note for drafting purposes: the Reverse Termination Fee is expected to be in the range of $10,500,000 to $21,000,000, representing approximately 3% to 6% of the Purchase Price, subject to negotiation with the Sellers and their counsel);

(b) Expense Reimbursement. Any expense reimbursement obligations of Buyer payable to the Sellers pursuant to the Purchase Agreement, including the Seven Hundred Fifty Thousand Dollar ($750,000) seller expense reimbursement cap referenced in the letter of intent in the event Buyer terminates the Purchase Agreement without cause; and

(c) Other Guaranteed Obligations. Any other payment obligations of Buyer that are expressly designated as "Guaranteed Obligations" in the Purchase Agreement.

5.2 Cap on Guaranteed Obligations.

Notwithstanding anything to the contrary in this Section 5 or elsewhere in this Commitment Letter, the aggregate liability of Sponsor under this Section 5 shall not exceed an amount equal to the sum of (i) the Reverse Termination Fee cap as set forth in the Purchase Agreement and (ii) the expense reimbursement amounts described in Section 5.1(b), and in no event shall the aggregate liability of Sponsor under this Section 5 exceed $[●] (amount to be determined in the context of the Purchase Agreement negotiations; placeholder for discussion with the Solara deal team and Sellers' counsel) (the "Guarantee Cap"). Once Sponsor has made payments to the Guaranteed Parties under this Section 5 in an aggregate amount equal to the Guarantee Cap, all further obligations of Sponsor under this Section 5 shall be deemed fully satisfied, and Sponsor shall have no further liability hereunder.

5.3 Nature of Guarantee.

The guarantee set forth in this Section 5 is an absolute, irrevocable, and unconditional guarantee of payment and performance, and not merely a guarantee of collection. Each Guaranteed Party may proceed directly against Sponsor to enforce its rights under this Section 5 without first proceeding against Buyer, exhausting any remedy against Buyer, or joining Buyer as a party to any action or proceeding. The obligations of Sponsor under this Section 5 shall not be conditioned upon or subject to any requirement that any Guaranteed Party first attempt to collect from Buyer or any other person, make any demand upon Buyer, file a claim in any bankruptcy proceeding, or exercise any right or remedy available at law or in equity against Buyer.

The guarantee set forth in this Section 5 is absolute and unconditional and shall not be released, discharged, diminished, or otherwise affected by: (i) any amendment, modification, supplement, or restatement of the Purchase Agreement (provided that no such amendment, modification, supplement, or restatement that materially increases the Guaranteed Obligations shall be effective without the prior written consent of Sponsor); (ii) any waiver of any term or condition of the Purchase Agreement by any party thereto; (iii) any failure of any Guaranteed Party to exercise, or any delay in exercising, any right or remedy under the Purchase Agreement or this Commitment Letter; (iv) any invalidity, irregularity, or unenforceability of any obligation of Buyer under the Purchase Agreement or any other Transaction Document; (v) any bankruptcy, insolvency, reorganization, dissolution, liquidation, or similar proceeding affecting Buyer; or (vi) any other circumstance, event, or condition (whether similar or dissimilar to the foregoing) that might otherwise constitute a legal or equitable defense available to, or a discharge of, Sponsor in its capacity as guarantor.

5.4 Subrogation.

To the extent Sponsor makes any payment to any Guaranteed Party under this Section 5, Sponsor shall be subrogated to the rights of such Guaranteed Party against Buyer to the extent of such payment. Sponsor shall not exercise any right of subrogation, reimbursement, contribution, or indemnity against Buyer with respect to any payment made by Sponsor under this Section 5 until all Guaranteed Obligations have been paid and satisfied in full.

5.5 Third-Party Beneficiary Rights.

The Sellers are express third-party beneficiaries of this Section 5 and shall have the right to enforce the provisions of this Section 5 directly against Sponsor as though they were parties to this Commitment Letter. No other person (other than Sponsor and Buyer) shall have any rights, benefits, or remedies under or by reason of this Section 5.

SECTION 6: NO RECOURSE BEYOND SPONSOR

6.1 Limited Recourse.

Notwithstanding anything to the contrary in this Commitment Letter, the Purchase Agreement, or any other Transaction Document, the Guaranteed Parties' sole and exclusive remedy against Sponsor and its affiliates (including, without limitation, Solara Digital Infrastructure LP, Solara Digital Infrastructure GP LLC, any limited partner of Solara Fund III, LP, Viktor Sorensen, Claire Nakamura, and any other partner, member, manager, officer, director, employee, agent, advisor, or representative of Sponsor or any of its affiliates) (each, a "Sponsor Related Party" and collectively, the "Sponsor Related Parties") with respect to any failure of Buyer to consummate the Transaction, any breach by Buyer of the Purchase Agreement, or any other claim arising out of or relating to the transactions contemplated by this Commitment Letter or the Purchase Agreement, shall be limited solely and exclusively to the Guaranteed Obligations as set forth in Section 5, subject to the Guarantee Cap.

In no event shall any Guaranteed Party or any other person seek or be entitled to recover any damages, losses, costs, expenses, or other remedies of any kind (whether in contract, tort, equity, or otherwise) against any Sponsor Related Party (other than Sponsor solely in respect of the Guaranteed Obligations) in connection with or arising out of this Commitment Letter, the Purchase Agreement, or the Transaction. Without limiting the generality of the foregoing, in no event shall any Guaranteed Party or any other person seek or be entitled to recover from Sponsor or any Sponsor Related Party any consequential, incidental, indirect, special, punitive, or exemplary damages of any kind in connection with this Commitment Letter.

No claim for specific performance of the funding of the Commitment shall be available to the Guaranteed Parties or any other person (other than Buyer, as set forth in Section 6.2). The Guaranteed Parties' sole monetary remedy against Sponsor shall be limited to the Guaranteed Obligations, and the Guaranteed Parties shall have no right to seek or obtain equitable relief (including specific performance or injunctive relief) against Sponsor to compel the funding of the Commitment.

6.2 Specific Performance by Buyer.

Buyer (and only Buyer) shall be entitled to seek specific performance of Sponsor's obligation to fund the Commitment in accordance with the terms and conditions of this Commitment Letter, subject to all conditions set forth in Section 2 having been satisfied or waived. The parties acknowledge and agree that the failure of Sponsor to fund the Commitment when required under this Commitment Letter would cause irreparable harm to Buyer for which monetary damages alone would be inadequate, and that Buyer shall be entitled to seek an order of specific performance from a court of competent jurisdiction (as determined in accordance with Section 10.2) compelling Sponsor to fund the Commitment, in addition to any other remedies that may be available to Buyer at law or in equity. The provisions of this Section 6.2 shall be subject to, and shall be interpreted consistently with, the specific performance provisions set forth in the Purchase Agreement.

SECTION 7: CONFIDENTIALITY

The terms and existence of this Commitment Letter, including, without limitation, the amount of the Commitment, the identity of the parties, and the terms of the Limited Guarantee, shall be treated as confidential and shall not be disclosed by any party to any person other than:

(a) the parties hereto and their respective affiliates, and the directors, officers, employees, advisors, agents, and representatives of the parties and their respective affiliates, including, without limitation, Calderwood & Harkness LLP, as counsel to Buyer and Sponsor, and Cobalt Ridge Partners LLC, as financial advisor to Buyer and Sponsor, and Ironclad National Bank, N.A. and Ridgeline Commercial Lending Corp., as sources of the Debt Financing, and Cascade & Whitfield LLP, as counsel to the lenders under the Debt Financing, in each case who have a reasonable need to know such information in connection with the Transaction and who are informed of, and agree to be bound by, the confidential nature of such information;

(b) the Sellers, the Company, and their respective advisors and representatives (including Hawthorne Kinsey & Alcott LLP, as counsel to the Sellers, and Redstone Arbor Capital LLC, as financial advisor to the Sellers), to the extent disclosure is required or reasonably necessary in connection with the negotiation, execution, and consummation of the Transaction; and

(c) as may be required by applicable law, regulation, judicial or administrative process, or the rules of any securities exchange or self-regulatory organization; provided, however, that the disclosing party shall, to the extent reasonably practicable and legally permissible, provide prompt written notice to the other party prior to making any such disclosure and shall cooperate with the other party to seek a protective order or other appropriate remedy to limit the scope of such disclosure.

The obligations of confidentiality set forth in this Section 7 shall survive the termination of this Commitment Letter for a period of two (2) years following the date of such termination.

SECTION 8: AMENDMENTS; WAIVERS

This Commitment Letter may not be amended, modified, supplemented, or waived except by an instrument in writing duly executed by Sponsor and Buyer. Notwithstanding the foregoing, any amendment, modification, supplement, or waiver of the provisions of Section 5 (Limited Guarantee) shall require, in addition to the written consent of Sponsor and Buyer, the prior written consent of the Stockholder Representative (as defined in the Purchase Agreement), acting on behalf of the Sellers in accordance with the terms of the Purchase Agreement.

No failure or delay by any party in exercising any right, power, or privilege under this Commitment Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided in this Commitment Letter are cumulative and not exclusive of any rights or remedies provided by law.

SECTION 9: ASSIGNMENT

This Commitment Letter may not be assigned by any party without the prior written consent of the other party hereto; provided, however, that Buyer may assign its rights (but not its obligations) under this Commitment Letter to any wholly-owned subsidiary of Buyer that is designated as the acquisition vehicle under the Purchase Agreement without the prior written consent of Sponsor. No such assignment by Buyer shall release or relieve Buyer of any of its obligations under this Commitment Letter, and Buyer shall remain primarily liable for all of its obligations hereunder notwithstanding any such assignment. Any attempted assignment in violation of this Section 9 shall be null, void, and of no force or effect.

SECTION 10: GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL

10.1 Governing Law.

This Commitment Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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.

10.2 Jurisdiction.

Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware declines to accept jurisdiction over any particular matter, the United States District Court for the District of Delaware) for the purposes of any action, suit, or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby, and each party agrees not to commence any action, suit, or proceeding relating thereto except in such courts. Each party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in such courts and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought therein has been brought in an inconvenient forum. Each party agrees that service of process in any such action, suit, or proceeding may be made by delivery of such process in accordance with the notice provisions set forth in Section 11.3.

10.3 Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY) ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE TRANSACTION, OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.3.

SECTION 11: MISCELLANEOUS

11.1 Entire Agreement.

This Commitment Letter, together with the Purchase Agreement and the other Transaction Documents (including the Debt Commitment Letter, the Rollover Agreement, and the Escrow Agreement), constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, negotiations, and discussions, whether oral or written, among the parties with respect to the subject matter hereof. There are no representations, warranties, covenants, conditions, or other agreements, express or implied, collateral, statutory, or otherwise, among the parties in connection with the subject matter of this Commitment Letter, except as specifically set forth herein.

11.2 Counterparts.

This Commitment Letter may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or by electronic transmission (including in portable document format (.pdf) or by any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be effective as delivery of a manually executed original counterpart thereof.

11.3 Notices.

All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given: (i) on the date of delivery, if delivered personally; (ii) on the date of transmission, if sent by email with confirmation of receipt; (iii) on the first (1st) business day following the date of dispatch, if sent by a nationally recognized overnight courier service (with tracking capability); or (iv) on the third (3rd) business day following the date of mailing, if sent by registered or certified mail, return receipt requested, postage prepaid, in each case addressed as follows:

If to Sponsor:

Solara Fund III, LP c/o Solara Digital Infrastructure GP LLC 1200 Market Street, Suite 2400 Wilmington, Delaware 19801

Attention: Viktor Sorensen, Managing Partner

Email: [●]

With a copy to (which shall not constitute notice):

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

Attention: James Prentice, Partner

Email: [●]

If to Buyer:

Solara Fleet Holdings LLC c/o Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, Delaware 19801

Attention: Claire Nakamura, Partner and Head of Software Investing

Email: [●]

Any party may change its address or other contact information for purposes of this Section 11.3 by giving written notice of such change to the other parties in accordance with this Section 11.3.

11.4 Expenses.

Except as otherwise expressly provided in the Purchase Agreement or any other Transaction Document, each party shall bear its own costs and expenses (including attorneys' fees and financial advisory fees) incurred in connection with the preparation, negotiation, execution, and delivery of this Commitment Letter and the consummation of the transactions contemplated hereby.

11.5 Severability.

If any provision of this Commitment Letter is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Commitment Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Upon such determination of invalidity, illegality, or unenforceability, the parties shall negotiate in good faith to modify this Commitment Letter so as to give effect to the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.

11.6 No Third-Party Beneficiaries.

Except as expressly provided in Section 5 (Limited Guarantee) with respect to the Sellers as Guaranteed Parties, no person other than the parties hereto shall have any rights, benefits, or remedies under or by reason of this Commitment Letter, and no person other than the parties hereto may rely on the terms and provisions of this Commitment Letter. Nothing in this Commitment Letter, express or implied, is intended to or shall confer upon any person other than the parties hereto (and the Guaranteed Parties solely with respect to Section 5) any right, benefit, or remedy of any nature whatsoever under or by reason of this Commitment Letter.

11.7 Headings.

The section headings and captions contained in this Commitment Letter are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Commitment Letter.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Equity Commitment Letter as of the date first written above.

SPONSOR:

SOLARA FUND III, LP

By: Solara Digital Infrastructure GP LLC, its General Partner

By: ________

Name: Viktor Sorensen

Title: Managing Partner

Date: [●], 2026

ACKNOWLEDGED AND ACCEPTED BY BUYER:

SOLARA FLEET HOLDINGS LLC

By: ________

Name: Claire Nakamura

Title: Authorized Person

Date: [●], 2026

INTERNAL CALDERWOOD & HARKNESS MEMORANDUM DRAFTING NOTES — NOT FOR DISTRIBUTION TO COUNTERPARTY

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT C&H Matter No.: 1041-00004

TO: Viktor Sorensen, Managing Partner, Solara Digital Infrastructure GP LLC Claire Nakamura, Partner and Head of Software Investing, Solara Digital Infrastructure LP

FROM: James Prentice, Calderwood & Harkness LLP

RE: Draft Equity Commitment Letter — Project Trident — Drafting Notes and Open Items

DATE: [●], 2026

The following drafting notes and open items accompany the enclosed draft Equity Commitment Letter. This memorandum is intended solely for internal review by the Solara deal team prior to finalization in connection with the execution of the Purchase Agreement. This memorandum should not be shared with Sellers, the Company, or their advisors.

1. Status of Draft. This is an initial draft of the Equity Commitment Letter prepared for review by Viktor Sorensen and Claire Nakamura. The draft has not been shared with Sellers' counsel (Hawthorne Kinsey & Alcott LLP, attn: Rachel Greenwald) and remains subject to revision based on internal Solara feedback, as well as any changes necessitated by the ongoing negotiation of the Purchase Agreement.

2. Reverse Termination Fee / Guarantee Cap. The Reverse Termination Fee amount and the corresponding cap on Guaranteed Obligations under Section 5.2 have been left as bracketed placeholders. These amounts are subject to negotiation with the Sellers' side. Current market practice for transactions of this size typically contemplates a Reverse Termination Fee in the range of 3% to 6% of enterprise value (i.e., $10,500,000 to $21,000,000). We anticipate that Rachel Greenwald and her team at Hawthorne Kinsey will push for the higher end of this range, and we recommend that the Solara deal team discuss internally what cap level is acceptable before we share the draft with Sellers' counsel. The overall Guarantee Cap (Section 5.2) should be set at an amount equal to the Reverse Termination Fee plus the $750,000 expense reimbursement amount, unless the Sellers seek a broader guarantee.

3. Limited Guarantee (Section 5). The Limited Guarantee provisions are included in this draft on the expectation that the Sellers will require a sponsor-level guarantee as a condition to entering into the Purchase Agreement. This is consistent with market practice in sponsor-backed acquisitions. Solara should be prepared to negotiate the scope of the Guaranteed Obligations, the Guarantee Cap, and the survival period. We have drafted the guarantee to be as narrow as possible (covering only the Reverse Termination Fee and specified expense reimbursement), but Sellers may seek to expand the scope to cover additional obligations (e.g., indemnification obligations).

4. Specific Performance Provisions (Section 6.2). The specific performance provisions in Section 6.2, which grant Buyer (and only Buyer) the right to seek specific performance of Sponsor's funding obligation, should be cross-referenced to the specific performance provisions in the Purchase Agreement. We will coordinate this cross-reference once the Purchase Agreement is in substantially final form. Sellers' counsel may request that the Sellers also have the right to compel Sponsor to fund the Commitment (which we have excluded from this draft in favor of limiting Sellers' remedies to the Guaranteed Obligations under Section 6.1).

5. Formation of Solara Fleet Holdings LLC. Please confirm that the formation of Solara Fleet Holdings LLC has been completed (or will be completed) before execution of the Equity Commitment Letter and the Purchase Agreement. We will need the Delaware certificate of formation and the EIN (to be obtained from the IRS) for inclusion in the final execution version. We are prepared to file the certificate of formation with the Delaware Secretary of State upon instruction from the deal team.

6. Sources and Uses Confirmation. We recommend that the deal team coordinate with Owen Prescott at Cobalt Ridge Partners LLC to run a final sources and uses analysis confirming that the $175,000,000 Equity Contribution, together with the $125,000,000 Term Loan A (assuming the $50,000,000 Revolving Facility remains undrawn at close) and the $25,000,000 Holliday Rollover Equity, is sufficient to cover the full Purchase Price as well as all buyer-side transaction costs and closing expenses. Based on our preliminary estimates, the aggregate buyer-side transaction costs (C&H legal fees, Cobalt Ridge advisory fee, HSR filing fee, R&W insurance premium, debt arrangement fee, and other closing costs) are expected to total approximately $10,275,000 to $12,000,000. If total sources (equity plus debt plus rollover) equal $325,000,000 ($175,000,000 + $125,000,000 + $25,000,000), and the Purchase Price is $350,000,000 (before adjustments), there is a $25,000,000 gap to be funded from available closing cash of the Company or through adjustments to the sources. Please confirm the intended allocation with Cobalt Ridge.

7. Debt Financing Coordination. We recommend coordination with Jonathan Mayer at Cascade & Whitfield LLP (lenders' counsel) to ensure that the conditions to funding under the Debt Commitment Letter are consistent and aligned with the conditions set forth in Section 2 of this Equity Commitment Letter. Any disconnect between the equity and debt funding conditions could create a situation in which Sponsor is obligated to fund the Commitment but the Debt Financing is not available, or vice versa. We will review the Debt Commitment Letter side-by-side with this draft to identify any discrepancies.

8. R&W Insurance Policy. We have included the R&W insurance policy from Atlas Meridian Underwriters Ltd. as a condition to funding (Section 2.1(e)). Please confirm the expected policy terms (including the $35,000,000 policy limit, retention amount, and whether the policy is buyer-side only or includes a seller-side component) with the insurance broker.

9. TerraLink Consent. The TerraLink change-of-control consent (Section 2.1(b)(iv)) remains a key closing condition. We understand that negotiations with TerraLink Logistics, Inc. regarding the consent are ongoing. If there is any risk that this consent will not be obtained, we should discuss whether to include a fiduciary-out or alternative structure (e.g., post-closing covenant to obtain consent).

10. Next Steps. Upon receipt of the Solara deal team's comments on this draft, we will: (a) revise the Equity Commitment Letter accordingly; (b) prepare a clean version and a blackline for circulation to Sellers' counsel; (c) coordinate with Cascade & Whitfield LLP on Debt Financing alignment; and (d) prepare the ancillary formation documents for Solara Fleet Holdings LLC.

Please do not hesitate to contact me or Sandra Tung with any questions or comments.

CALDERWOOD & HARKNESS LLP

James Prentice, Partner Direct: [●]

Email: [●]

PRIVILEGED AND CONFIDENTIAL
DRAFT — FOR DISCUSSION PURPOSES ONLY
CALDERWOOD & HARKNESS LLP 277 Park Avenue, 45th Floor New York, New York 10172
Wilmington Office: 300 Delaware Avenue, Suite 900 Wilmington, Delaware 19801
C&H Matter No.: 1041-00004 Engagement Ref.: 1041-00004 Transaction Code Name: Project Trident
Prepared by: James Prentice, Partner Reviewed by: Sandra Tung, Partner
EQUITY COMMITMENT LETTER
[●], 2026
Solara Fleet Holdings LLC c/o Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, Delaware 19801
Ladies and Gentlemen:
This Equity Commitment Letter (this "Commitment Letter") sets forth the commitment of Solara Fund III, LP, a Delaware limited partnership (EIN 84-6239017), acting by and through its general partner, Solara Digital Infrastructure GP LLC, a Delaware limited liability company (in such capacity, the "General Partner," and Solara Fund III, LP, the "Sponsor"), having its principal office at 1200 Market Street, Suite 2400, Wilmington, Delaware 19801, to fund equity capital to Solara Fleet Holdings LLC, a Delaware limited liability company (to be formed as a wholly-owned subsidiary of Sponsor; EIN to be obtained upon formation) (the "Buyer"), in connection with and for the purpose of consummating the Transaction (as defined below) on the terms and subject to the conditions set forth herein.
RECITALS
A. Transaction Background.
Reference is made to that certain Stock Purchase Agreement (the "Purchase Agreement"), to be dated as of [●], 2026, by and among (i) Buyer, (ii) the stockholders of Meridian FleetWorks, Inc. listed on the signature pages thereto and on Schedule I attached thereto (collectively, the "Sellers"), and (iii) Meridian FleetWorks, Inc., a Delaware corporation (EIN 47-3891205), headquartered at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102 (the "Company"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
The Purchase Agreement provides for Buyer's acquisition (the "Transaction") of one hundred percent (100%) of the issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), and Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), of the Company from the Sellers for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price"), subject to customary post-closing adjustments for net working capital (with a target net working capital amount of Five Million Eight Hundred Thousand Dollars ($5,800,000)), cash on hand, funded indebtedness, and transaction expenses of the Company, all as more particularly set forth in Article II of the Purchase Agreement.
The principal Sellers of the Company are as follows:
(i) Garrett Holliday, Co-Founder, Chief Executive Officer, and Director of the Company, holding 2,800,000 shares of Common Stock and 400,000 shares of Series A Preferred Stock;
(ii) Diana Vasquez-Park, Co-Founder, Chief Technology Officer, and Director of the Company, holding 1,600,000 shares of Common Stock and 200,000 shares of Series A Preferred Stock;
(iii) Pinnacle Bluff Ventures LLC, a Virginia limited liability company, holding 2,500,000 shares of Common Stock and 900,000 shares of Series A Preferred Stock; and
(iv) certain other stockholders and option holders of the Company as set forth in the Purchase Agreement.
Garrett Holliday will contribute approximately Twenty-Five Million Dollars ($25,000,000) of his equity consideration as a rollover equity investment in Buyer (the "Holliday Rollover Equity") pursuant to that certain Rollover Agreement, to be dated as of the date of the Purchase Agreement, by and between Buyer and Garrett Holliday (the "Rollover Agreement"), a form of which is attached as an exhibit to the Purchase Agreement.
B. Financing Structure.
The total acquisition financing for the Transaction is structured as follows:
(i) Equity Contribution. One Hundred Seventy-Five Million Dollars ($175,000,000) in cash equity to be contributed by Sponsor to Buyer pursuant to this Commitment Letter (the "Equity Contribution").
(ii) Debt Financing. One Hundred Seventy-Five Million Dollars ($175,000,000) in senior secured credit facilities (the "Debt Financing") to be provided by Ironclad National Bank, N.A. ("Ironclad"), as administrative agent, sole lead arranger, and sole bookrunner, and Ridgeline Commercial Lending Corp. ("Ridgeline"), as co-lender, pursuant to that certain Commitment Letter, dated February 14, 2026 (Reference No. CL-INB-2026-0214) (the "Debt Commitment Letter"), consisting of:
(a) a One Hundred Twenty-Five Million Dollar ($125,000,000) Term Loan A Facility (the "Term Loan A"); and
(b) a Fifty Million Dollar ($50,000,000) Revolving Credit Facility (the "Revolving Facility"), which is expected to remain undrawn at the Closing.
(iii) Holliday Rollover Equity. Approximately Twenty-Five Million Dollars ($25,000,000) in rollover equity to be contributed by Garrett Holliday pursuant to the Rollover Agreement.
Sponsor has approximately One Billion Eight Hundred Fifty Million Dollars ($1,850,000,000) in total committed capital from the limited partners of Solara Fund III, LP. The Equity Contribution of $175,000,000 represents approximately 9.5% of such total commitments.
C. Purpose of Commitment Letter.
This Commitment Letter is being delivered in connection with, and as contemplated by, the Purchase Agreement in order to set forth the commitment of Sponsor to fund the equity capital necessary for Buyer to consummate the Transaction on the terms and subject to the conditions set forth herein. The delivery of this Commitment Letter to Buyer is a condition to the execution and delivery of the Purchase Agreement by the Sellers.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals (which are hereby incorporated by reference and made a part of this Commitment Letter), the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1: EQUITY COMMITMENT
1.1 Commitment Amount.
Subject to the terms and conditions of this Commitment Letter, Sponsor hereby irrevocably commits to contribute, or cause to be contributed, to Buyer cash in an aggregate amount of up to One Hundred Seventy-Five Million Dollars ($175,000,000) (the "Commitment") to fund, together with the proceeds of the Debt Financing and the Holliday Rollover Equity, the following:
(a) Purchase Price. Payment of the aggregate Purchase Price under the Purchase Agreement (being $350,000,000, subject to customary post-closing adjustments for net working capital, cash, indebtedness, and transaction expenses as set forth in the Purchase Agreement);
(b) Transaction Fees, Costs, and Expenses. Payment of all fees, costs, expenses, and other amounts required to be paid by Buyer in connection with the Transaction at or prior to the Closing, including, without limitation:
(i) legal fees payable to Calderwood & Harkness LLP, as counsel to Buyer and Sponsor, subject to a fee cap of Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000);
(ii) the advisory fee payable to Cobalt Ridge Partners LLC, as financial advisor to Buyer and Sponsor, in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000) (payable as a flat fee at the Closing);
(iii) the filing fee payable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), in the amount of Three Hundred Fifty Thousand Dollars ($350,000);
(iv) the premium payable in respect of the representations and warranties insurance policy to be obtained from Atlas Meridian Underwriters Ltd. (estimated at One Million Fifty Thousand Dollars ($1,050,000));
(v) the debt arrangement fee payable in connection with the Debt Financing in the amount of Two Million Six Hundred Twenty-Five Thousand Dollars ($2,625,000); and
(vi) all other customary closing costs and expenses of Buyer in connection with the consummation of the Transaction;
(c) Purchase Price Adjustments. Any purchase price adjustments payable by Buyer at or after the Closing pursuant to the terms of the Purchase Agreement, including, without limitation, any adjustment payments resulting from the determination of final net working capital, cash, indebtedness, and transaction expenses of the Company as of the Closing Date.
1.2 Funding Mechanics.
The Commitment shall be funded by Sponsor by wire transfer of immediately available funds to an account designated by Buyer (or as Buyer may otherwise direct in writing) on the Closing Date (as defined in the Purchase Agreement). The target Closing Date is April 30, 2026, subject to the satisfaction or waiver of the conditions to Closing set forth in the Purchase Agreement, and the outside date for the Closing is June 30, 2026 (the "Outside Date"), as set forth in the Purchase Agreement.
The funding of the Commitment shall occur substantially simultaneously with (i) the funding of the Debt Financing by Ironclad and Ridgeline under the Debt Commitment Letter, (ii) the contribution of the Holliday Rollover Equity under the Rollover Agreement, and (iii) all other conditions to Closing under the Purchase Agreement being satisfied or waived in accordance with the terms thereof.
Sponsor may fund the Commitment in one or more capital calls to the limited partners of Solara Fund III, LP in accordance with Section 3.1 (Capital Contributions) and the related provisions of the Amended and Restated Agreement of Limited Partnership of Solara Fund III, LP, dated as of [●] (the "Partnership Agreement"). The manner in which Sponsor raises the capital necessary to fund the Commitment from its limited partners shall be solely a matter for Sponsor and shall not affect or condition Sponsor's obligations hereunder. For the avoidance of doubt, Buyer shall have no obligation to verify the source of funds contributed by Sponsor, and the availability of capital contributions from the limited partners of Solara Fund III, LP shall not constitute a condition to Sponsor's obligation to fund the Commitment.
1.3 No Obligation to Overfund.
Notwithstanding anything to the contrary in this Commitment Letter, the aggregate amount funded by Sponsor under this Commitment Letter shall not exceed One Hundred Seventy-Five Million Dollars ($175,000,000) under any circumstances. The Commitment is solely an equity commitment and does not constitute a guarantee of payment of the Purchase Price or any other amount owed by Buyer under the Purchase Agreement or any other Transaction Document, except as expressly set forth in Section 5 (Limited Guarantee) of this Commitment Letter. Nothing in this Commitment Letter shall be construed to require Sponsor to fund any amount in excess of the Commitment, whether to cover shortfalls in the Debt Financing, increased transaction costs, purchase price adjustments in excess of the amounts contemplated by the sources and uses analysis, or otherwise.
SECTION 2: CONDITIONS TO FUNDING
2.1 Conditions Precedent.
The obligation of Sponsor to fund the Commitment is subject to the satisfaction (or waiver by Sponsor in its sole discretion, except as otherwise expressly provided herein) of each of the following conditions:
(a) Execution of Purchase Agreement. The Purchase Agreement shall have been duly executed and delivered by all parties thereto, and the Purchase Agreement shall be in full force and effect as of the Closing Date.
(b) Satisfaction of Buyer's Closing Conditions. All conditions to Buyer's obligation to consummate the Closing under Article VII (or such other applicable article) of the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof, including, without limitation, the following:
(i) the representations and warranties of the Sellers and the Company set forth in the Purchase Agreement shall be true and correct in all material respects as of the date of the Purchase Agreement and as of the Closing Date as though made on and as of the Closing Date (or, with respect to representations and warranties that are qualified by materiality or Material Adverse Effect, such representations and warranties shall be true and correct in all respects), except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date;
(ii) the Sellers and the Company shall have performed and complied with, in all material respects, all covenants and agreements required to be performed or complied with by them under the Purchase Agreement at or prior to the Closing;
(iii) all required governmental approvals shall have been obtained or made, including, without limitation, clearance under the HSR Act (whether by early termination of the applicable waiting period or by expiration of the waiting period without action by the Federal Trade Commission or the Antitrust Division of the United States Department of Justice);
(iv) the third-party consent required under that certain MFW–TerraLink Strategic Partnership Agreement, dated March 15, 2022 (as amended), by and between the Company and TerraLink Logistics, Inc., in connection with the change of control of the Company resulting from the Transaction, shall have been duly obtained in form and substance reasonably satisfactory to Buyer;
(v) no Material Adverse Effect (as defined in the Purchase Agreement) shall have occurred with respect to the Company since the date of the Purchase Agreement;
(vi) all ancillary agreements and deliverables required to be delivered at the Closing shall have been duly executed, delivered, and, where applicable, effective, including, without limitation: (A) the Escrow Agreement by and among Buyer, the Stockholder Representative, and Northgate Escrow Services LLC, providing for an escrow deposit of Seventeen Million Five Hundred Thousand Dollars ($17,500,000); (B) the stockholder support agreements from each of the principal Sellers; (C) the Rollover Agreement; (D) restrictive covenant agreements from each of Garrett Holliday and Diana Vasquez-Park, in form and substance reasonably satisfactory to Buyer; (E) officer certificates of the Company certifying the satisfaction of closing conditions; and (F) all other certificates, instruments, and documents required to be delivered at the Closing pursuant to the Purchase Agreement;
(c) Debt Financing. The Debt Financing shall have been funded, or shall be funded substantially simultaneously with the funding of the Commitment, in each case in an aggregate amount sufficient to fund the debt component of the Purchase Price in accordance with the Debt Commitment Letter.
(d) No Restraining Order. No order, injunction, decree, or ruling of any court of competent jurisdiction or governmental authority shall be in effect that prohibits, restrains, enjoins, or makes illegal the consummation of the Transaction or the funding of the Commitment.
(e) R&W Insurance Policy. The representations and warranties insurance policy issued by Atlas Meridian Underwriters Ltd. (with a policy limit of Thirty-Five Million Dollars ($35,000,000) and such other terms as set forth in the binder to be delivered to Buyer) (the "R&W Policy") shall have been bound and in full force and effect, or shall become effective substantially simultaneously with the Closing.
2.2 No Independent Conditions.
For the avoidance of doubt, the obligation of Sponsor to fund the Commitment is not subject to any conditions other than those expressly set forth in this Section 2. The conditions set forth in Section 2.1 are intended to be coextensive with (and not additional to) the conditions to Buyer's obligation to consummate the Closing under the Purchase Agreement. Sponsor shall not have the right to refuse to fund the Commitment on the basis of any condition or requirement not set forth in this Section 2, and Sponsor acknowledges that it has conducted (or will have the opportunity to conduct) its own independent investigation and due diligence with respect to the Company and the Transaction and is not relying on any representation, warranty, or assurance other than those expressly set forth herein and in the Purchase Agreement.
SECTION 3: TERMINATION
3.1 Automatic Termination.
This Commitment Letter, and all rights and obligations of the parties hereunder (subject to Section 3.2), shall automatically terminate, without any further action by any party, upon the earliest to occur of:
(a) the Closing, upon the funding of the Commitment in full in accordance with Section 1.2;
(b) the valid termination of the Purchase Agreement in accordance with its terms, including, without limitation, termination by either party upon the occurrence of the Outside Date (June 30, 2026) or any other termination event set forth in the Purchase Agreement; and
(c) the mutual written agreement of Sponsor and Buyer to terminate this Commitment Letter, executed by duly authorized representatives of each party.
3.2 Effect of Termination.
Upon the termination of this Commitment Letter in accordance with Section 3.1, all obligations of Sponsor hereunder shall terminate and be of no further force or effect, and no party shall have any further liability to any other party under this Commitment Letter; provided, however, that:
(i) the provisions of Section 5 (Limited Guarantee) shall survive termination of this Commitment Letter to the extent that any Guaranteed Obligations (as defined therein) have accrued and remain unpaid as of the date of such termination; and
(ii) the provisions of Section 7 (Confidentiality), Section 8 (Amendments; Waivers), Section 9 (Assignment), Section 10 (Governing Law; Jurisdiction; Waiver of Jury Trial), and Section 11 (Miscellaneous) shall survive any termination of this Commitment Letter in accordance with their respective terms.
For the avoidance of doubt, termination of this Commitment Letter shall not relieve any party of liability for any breach of this Commitment Letter occurring prior to the date of such termination.
SECTION 4: REPRESENTATIONS AND WARRANTIES OF SPONSOR
Sponsor hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:
4.1 Organization and Authority.
Solara Fund III, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with all requisite partnership power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. Solara Digital Infrastructure GP LLC, as the General Partner of Solara Fund III, LP, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to execute and deliver this Commitment Letter on behalf of Solara Fund III, LP, to perform Sponsor's obligations hereunder, and to consummate the transactions contemplated hereby.
4.2 Authorization; Binding Effect.
The execution, delivery, and performance of this Commitment Letter by Sponsor, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary partnership and limited liability company action on the part of Sponsor and the General Partner, respectively, and no other partnership, limited liability company, or other proceedings on the part of Sponsor or the General Partner are necessary to authorize the execution, delivery, or performance of this Commitment Letter. This Commitment Letter has been duly executed and delivered by Sponsor (acting through the General Partner) and constitutes the legal, valid, and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and subject to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
4.3 No Conflicts.
The execution, delivery, and performance of this Commitment Letter by Sponsor, and the consummation of the transactions contemplated hereby, do not and will not: (i) violate, conflict with, or result in a breach of any provision of the Partnership Agreement or the Amended and Restated Operating Agreement of Solara Digital Infrastructure GP LLC; (ii) violate or conflict with any law, statute, ordinance, rule, regulation, order, judgment, or decree applicable to Sponsor or any of its properties or assets; or (iii) result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, or acceleration under, any contract, agreement, instrument, permit, license, or obligation to which Sponsor is a party or by which Sponsor or any of its properties or assets may be bound.
4.4 Sufficiency of Funds.
Sponsor has, or at the time of the Closing will have, sufficient uncalled capital commitments from the limited partners of Solara Fund III, LP and sufficient available funds (whether through capital calls, drawdowns, or otherwise in accordance with the Partnership Agreement) to satisfy the Commitment in full on the Closing Date. Without limiting the generality of the foregoing, Solara Fund III, LP has approximately One Billion Eight Hundred Fifty Million Dollars ($1,850,000,000) in total committed capital, and the Commitment of $175,000,000 represents approximately 9.5% of such total committed capital. Sponsor has no reason to believe that any of the conditions to the funding of capital contributions by its limited partners under the Partnership Agreement will not be satisfied on or prior to the Closing Date, and Sponsor is not aware of any fact, circumstance, or event that would reasonably be expected to impair or delay the ability of Sponsor to fund the Commitment in full on the Closing Date.
4.5 No Litigation.
There is no action, suit, proceeding, arbitration, investigation, or inquiry pending or, to Sponsor's knowledge, threatened against Sponsor before any court, arbitral tribunal, administrative agency, or other governmental authority that would reasonably be expected to impair or adversely affect Sponsor's ability to perform its obligations under this Commitment Letter, to fund the Commitment, or to consummate the transactions contemplated hereby. Sponsor is not subject to any outstanding order, writ, judgment, injunction, decree, or award of any court, governmental authority, or arbitral tribunal that would reasonably be expected to have such an effect.
SECTION 5: LIMITED GUARANTEE
5.1 Scope of Guarantee.
As an inducement to the Sellers to enter into the Purchase Agreement, and in consideration of the direct and indirect benefits to Sponsor of the consummation of the Transaction, Sponsor hereby irrevocably and unconditionally guarantees to the Sellers (collectively, the "Guaranteed Parties"), subject to the terms, conditions, and limitations set forth in this Section 5, the prompt payment when due of the following obligations of Buyer under the Purchase Agreement (collectively, the "Guaranteed Obligations"):
(a) Reverse Termination Fee. The Reverse Termination Fee, if any, payable by Buyer to the Sellers pursuant to the Purchase Agreement in the event that Buyer fails to consummate the Closing under circumstances giving rise to such payment obligation (the amount of which shall be as specified in the Purchase Agreement; note for drafting purposes: the Reverse Termination Fee is expected to be in the range of $10,500,000 to $21,000,000, representing approximately 3% to 6% of the Purchase Price, subject to negotiation with the Sellers and their counsel);
(b) Expense Reimbursement. Any expense reimbursement obligations of Buyer payable to the Sellers pursuant to the Purchase Agreement, including the Seven Hundred Fifty Thousand Dollar ($750,000) seller expense reimbursement cap referenced in the letter of intent in the event Buyer terminates the Purchase Agreement without cause; and
(c) Other Guaranteed Obligations. Any other payment obligations of Buyer that are expressly designated as "Guaranteed Obligations" in the Purchase Agreement.
5.2 Cap on Guaranteed Obligations.
Notwithstanding anything to the contrary in this Section 5 or elsewhere in this Commitment Letter, the aggregate liability of Sponsor under this Section 5 shall not exceed an amount equal to the sum of (i) the Reverse Termination Fee cap as set forth in the Purchase Agreement and (ii) the expense reimbursement amounts described in Section 5.1(b), and in no event shall the aggregate liability of Sponsor under this Section 5 exceed $[●] (amount to be determined in the context of the Purchase Agreement negotiations; placeholder for discussion with the Solara deal team and Sellers' counsel) (the "Guarantee Cap"). Once Sponsor has made payments to the Guaranteed Parties under this Section 5 in an aggregate amount equal to the Guarantee Cap, all further obligations of Sponsor under this Section 5 shall be deemed fully satisfied, and Sponsor shall have no further liability hereunder.
5.3 Nature of Guarantee.
The guarantee set forth in this Section 5 is an absolute, irrevocable, and unconditional guarantee of payment and performance, and not merely a guarantee of collection. Each Guaranteed Party may proceed directly against Sponsor to enforce its rights under this Section 5 without first proceeding against Buyer, exhausting any remedy against Buyer, or joining Buyer as a party to any action or proceeding. The obligations of Sponsor under this Section 5 shall not be conditioned upon or subject to any requirement that any Guaranteed Party first attempt to collect from Buyer or any other person, make any demand upon Buyer, file a claim in any bankruptcy proceeding, or exercise any right or remedy available at law or in equity against Buyer.
The guarantee set forth in this Section 5 is absolute and unconditional and shall not be released, discharged, diminished, or otherwise affected by: (i) any amendment, modification, supplement, or restatement of the Purchase Agreement (provided that no such amendment, modification, supplement, or restatement that materially increases the Guaranteed Obligations shall be effective without the prior written consent of Sponsor); (ii) any waiver of any term or condition of the Purchase Agreement by any party thereto; (iii) any failure of any Guaranteed Party to exercise, or any delay in exercising, any right or remedy under the Purchase Agreement or this Commitment Letter; (iv) any invalidity, irregularity, or unenforceability of any obligation of Buyer under the Purchase Agreement or any other Transaction Document; (v) any bankruptcy, insolvency, reorganization, dissolution, liquidation, or similar proceeding affecting Buyer; or (vi) any other circumstance, event, or condition (whether similar or dissimilar to the foregoing) that might otherwise constitute a legal or equitable defense available to, or a discharge of, Sponsor in its capacity as guarantor.
5.4 Subrogation.
To the extent Sponsor makes any payment to any Guaranteed Party under this Section 5, Sponsor shall be subrogated to the rights of such Guaranteed Party against Buyer to the extent of such payment. Sponsor shall not exercise any right of subrogation, reimbursement, contribution, or indemnity against Buyer with respect to any payment made by Sponsor under this Section 5 until all Guaranteed Obligations have been paid and satisfied in full.
5.5 Third-Party Beneficiary Rights.
The Sellers are express third-party beneficiaries of this Section 5 and shall have the right to enforce the provisions of this Section 5 directly against Sponsor as though they were parties to this Commitment Letter. No other person (other than Sponsor and Buyer) shall have any rights, benefits, or remedies under or by reason of this Section 5.
SECTION 6: NO RECOURSE BEYOND SPONSOR
6.1 Limited Recourse.
Notwithstanding anything to the contrary in this Commitment Letter, the Purchase Agreement, or any other Transaction Document, the Guaranteed Parties' sole and exclusive remedy against Sponsor and its affiliates (including, without limitation, Solara Digital Infrastructure LP, Solara Digital Infrastructure GP LLC, any limited partner of Solara Fund III, LP, Viktor Sorensen, Claire Nakamura, and any other partner, member, manager, officer, director, employee, agent, advisor, or representative of Sponsor or any of its affiliates) (each, a "Sponsor Related Party" and collectively, the "Sponsor Related Parties") with respect to any failure of Buyer to consummate the Transaction, any breach by Buyer of the Purchase Agreement, or any other claim arising out of or relating to the transactions contemplated by this Commitment Letter or the Purchase Agreement, shall be limited solely and exclusively to the Guaranteed Obligations as set forth in Section 5, subject to the Guarantee Cap.
In no event shall any Guaranteed Party or any other person seek or be entitled to recover any damages, losses, costs, expenses, or other remedies of any kind (whether in contract, tort, equity, or otherwise) against any Sponsor Related Party (other than Sponsor solely in respect of the Guaranteed Obligations) in connection with or arising out of this Commitment Letter, the Purchase Agreement, or the Transaction. Without limiting the generality of the foregoing, in no event shall any Guaranteed Party or any other person seek or be entitled to recover from Sponsor or any Sponsor Related Party any consequential, incidental, indirect, special, punitive, or exemplary damages of any kind in connection with this Commitment Letter.
No claim for specific performance of the funding of the Commitment shall be available to the Guaranteed Parties or any other person (other than Buyer, as set forth in Section 6.2). The Guaranteed Parties' sole monetary remedy against Sponsor shall be limited to the Guaranteed Obligations, and the Guaranteed Parties shall have no right to seek or obtain equitable relief (including specific performance or injunctive relief) against Sponsor to compel the funding of the Commitment.
6.2 Specific Performance by Buyer.
Buyer (and only Buyer) shall be entitled to seek specific performance of Sponsor's obligation to fund the Commitment in accordance with the terms and conditions of this Commitment Letter, subject to all conditions set forth in Section 2 having been satisfied or waived. The parties acknowledge and agree that the failure of Sponsor to fund the Commitment when required under this Commitment Letter would cause irreparable harm to Buyer for which monetary damages alone would be inadequate, and that Buyer shall be entitled to seek an order of specific performance from a court of competent jurisdiction (as determined in accordance with Section 10.2) compelling Sponsor to fund the Commitment, in addition to any other remedies that may be available to Buyer at law or in equity. The provisions of this Section 6.2 shall be subject to, and shall be interpreted consistently with, the specific performance provisions set forth in the Purchase Agreement.
SECTION 7: CONFIDENTIALITY
The terms and existence of this Commitment Letter, including, without limitation, the amount of the Commitment, the identity of the parties, and the terms of the Limited Guarantee, shall be treated as confidential and shall not be disclosed by any party to any person other than:
(a) the parties hereto and their respective affiliates, and the directors, officers, employees, advisors, agents, and representatives of the parties and their respective affiliates, including, without limitation, Calderwood & Harkness LLP, as counsel to Buyer and Sponsor, and Cobalt Ridge Partners LLC, as financial advisor to Buyer and Sponsor, and Ironclad National Bank, N.A. and Ridgeline Commercial Lending Corp., as sources of the Debt Financing, and Cascade & Whitfield LLP, as counsel to the lenders under the Debt Financing, in each case who have a reasonable need to know such information in connection with the Transaction and who are informed of, and agree to be bound by, the confidential nature of such information;
(b) the Sellers, the Company, and their respective advisors and representatives (including Hawthorne Kinsey & Alcott LLP, as counsel to the Sellers, and Redstone Arbor Capital LLC, as financial advisor to the Sellers), to the extent disclosure is required or reasonably necessary in connection with the negotiation, execution, and consummation of the Transaction; and
(c) as may be required by applicable law, regulation, judicial or administrative process, or the rules of any securities exchange or self-regulatory organization; provided, however, that the disclosing party shall, to the extent reasonably practicable and legally permissible, provide prompt written notice to the other party prior to making any such disclosure and shall cooperate with the other party to seek a protective order or other appropriate remedy to limit the scope of such disclosure.
The obligations of confidentiality set forth in this Section 7 shall survive the termination of this Commitment Letter for a period of two (2) years following the date of such termination.
SECTION 8: AMENDMENTS; WAIVERS
This Commitment Letter may not be amended, modified, supplemented, or waived except by an instrument in writing duly executed by Sponsor and Buyer. Notwithstanding the foregoing, any amendment, modification, supplement, or waiver of the provisions of Section 5 (Limited Guarantee) shall require, in addition to the written consent of Sponsor and Buyer, the prior written consent of the Stockholder Representative (as defined in the Purchase Agreement), acting on behalf of the Sellers in accordance with the terms of the Purchase Agreement.
No failure or delay by any party in exercising any right, power, or privilege under this Commitment Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided in this Commitment Letter are cumulative and not exclusive of any rights or remedies provided by law.
SECTION 9: ASSIGNMENT
This Commitment Letter may not be assigned by any party without the prior written consent of the other party hereto; provided, however, that Buyer may assign its rights (but not its obligations) under this Commitment Letter to any wholly-owned subsidiary of Buyer that is designated as the acquisition vehicle under the Purchase Agreement without the prior written consent of Sponsor. No such assignment by Buyer shall release or relieve Buyer of any of its obligations under this Commitment Letter, and Buyer shall remain primarily liable for all of its obligations hereunder notwithstanding any such assignment. Any attempted assignment in violation of this Section 9 shall be null, void, and of no force or effect.
SECTION 10: GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL
10.1 Governing Law.
This Commitment Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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.
10.2 Jurisdiction.
Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware declines to accept jurisdiction over any particular matter, the United States District Court for the District of Delaware) for the purposes of any action, suit, or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby, and each party agrees not to commence any action, suit, or proceeding relating thereto except in such courts. Each party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in such courts and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought therein has been brought in an inconvenient forum. Each party agrees that service of process in any such action, suit, or proceeding may be made by delivery of such process in accordance with the notice provisions set forth in Section 11.3.
10.3 Waiver of Jury Trial.
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY) ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE TRANSACTION, OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.3.
SECTION 11: MISCELLANEOUS
11.1 Entire Agreement.
This Commitment Letter, together with the Purchase Agreement and the other Transaction Documents (including the Debt Commitment Letter, the Rollover Agreement, and the Escrow Agreement), constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, negotiations, and discussions, whether oral or written, among the parties with respect to the subject matter hereof. There are no representations, warranties, covenants, conditions, or other agreements, express or implied, collateral, statutory, or otherwise, among the parties in connection with the subject matter of this Commitment Letter, except as specifically set forth herein.
11.2 Counterparts.
This Commitment Letter may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or by electronic transmission (including in portable document format (.pdf) or by any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be effective as delivery of a manually executed original counterpart thereof.
11.3 Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given: (i) on the date of delivery, if delivered personally; (ii) on the date of transmission, if sent by email with confirmation of receipt; (iii) on the first (1st) business day following the date of dispatch, if sent by a nationally recognized overnight courier service (with tracking capability); or (iv) on the third (3rd) business day following the date of mailing, if sent by registered or certified mail, return receipt requested, postage prepaid, in each case addressed as follows:
If to Sponsor:
Solara Fund III, LP c/o Solara Digital Infrastructure GP LLC 1200 Market Street, Suite 2400 Wilmington, Delaware 19801
Attention: Viktor Sorensen, Managing Partner
Email: [●]
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 277 Park Avenue, 45th Floor New York, New York 10172
Attention: James Prentice, Partner
Email: [●]
If to Buyer:
Solara Fleet Holdings LLC c/o Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, Delaware 19801
Attention: Claire Nakamura, Partner and Head of Software Investing
Email: [●]
Any party may change its address or other contact information for purposes of this Section 11.3 by giving written notice of such change to the other parties in accordance with this Section 11.3.
11.4 Expenses.
Except as otherwise expressly provided in the Purchase Agreement or any other Transaction Document, each party shall bear its own costs and expenses (including attorneys' fees and financial advisory fees) incurred in connection with the preparation, negotiation, execution, and delivery of this Commitment Letter and the consummation of the transactions contemplated hereby.
11.5 Severability.
If any provision of this Commitment Letter is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Commitment Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Upon such determination of invalidity, illegality, or unenforceability, the parties shall negotiate in good faith to modify this Commitment Letter so as to give effect to the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.
11.6 No Third-Party Beneficiaries.
Except as expressly provided in Section 5 (Limited Guarantee) with respect to the Sellers as Guaranteed Parties, no person other than the parties hereto shall have any rights, benefits, or remedies under or by reason of this Commitment Letter, and no person other than the parties hereto may rely on the terms and provisions of this Commitment Letter. Nothing in this Commitment Letter, express or implied, is intended to or shall confer upon any person other than the parties hereto (and the Guaranteed Parties solely with respect to Section 5) any right, benefit, or remedy of any nature whatsoever under or by reason of this Commitment Letter.
11.7 Headings.
The section headings and captions contained in this Commitment Letter are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Commitment Letter.
[Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned have executed and delivered this Equity Commitment Letter as of the date first written above.
SPONSOR:
SOLARA FUND III, LP
By: Solara Digital Infrastructure GP LLC, its General Partner
By: ________
Name: Viktor Sorensen
Title: Managing Partner
Date: [●], 2026
ACKNOWLEDGED AND ACCEPTED BY BUYER:
SOLARA FLEET HOLDINGS LLC
By: ________
Name: Claire Nakamura
Title: Authorized Person
Date: [●], 2026
INTERNAL CALDERWOOD & HARKNESS MEMORANDUM DRAFTING NOTES — NOT FOR DISTRIBUTION TO COUNTERPARTY
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT C&H Matter No.: 1041-00004 | Engagement Ref.: 1041-00004 | Project Trident Prepared by: James Prentice | Reviewed by: Sandra Tung
TO: Viktor Sorensen, Managing Partner, Solara Digital Infrastructure GP LLC Claire Nakamura, Partner and Head of Software Investing, Solara Digital Infrastructure LP
FROM: James Prentice, Calderwood & Harkness LLP
RE: Draft Equity Commitment Letter — Project Trident — Drafting Notes and Open Items
DATE: [●], 2026
The following drafting notes and open items accompany the enclosed draft Equity Commitment Letter. This memorandum is intended solely for internal review by the Solara deal team prior to finalization in connection with the execution of the Purchase Agreement. This memorandum should not be shared with Sellers, the Company, or their advisors.
1. Status of Draft. This is an initial draft of the Equity Commitment Letter prepared for review by Viktor Sorensen and Claire Nakamura. The draft has not been shared with Sellers' counsel (Hawthorne Kinsey & Alcott LLP, attn: Rachel Greenwald) and remains subject to revision based on internal Solara feedback, as well as any changes necessitated by the ongoing negotiation of the Purchase Agreement.
2. Reverse Termination Fee / Guarantee Cap. The Reverse Termination Fee amount and the corresponding cap on Guaranteed Obligations under Section 5.2 have been left as bracketed placeholders. These amounts are subject to negotiation with the Sellers' side. Current market practice for transactions of this size typically contemplates a Reverse Termination Fee in the range of 3% to 6% of enterprise value (i.e., $10,500,000 to $21,000,000). We anticipate that Rachel Greenwald and her team at Hawthorne Kinsey will push for the higher end of this range, and we recommend that the Solara deal team discuss internally what cap level is acceptable before we share the draft with Sellers' counsel. The overall Guarantee Cap (Section 5.2) should be set at an amount equal to the Reverse Termination Fee plus the $750,000 expense reimbursement amount, unless the Sellers seek a broader guarantee.
3. Limited Guarantee (Section 5). The Limited Guarantee provisions are included in this draft on the expectation that the Sellers will require a sponsor-level guarantee as a condition to entering into the Purchase Agreement. This is consistent with market practice in sponsor-backed acquisitions. Solara should be prepared to negotiate the scope of the Guaranteed Obligations, the Guarantee Cap, and the survival period. We have drafted the guarantee to be as narrow as possible (covering only the Reverse Termination Fee and specified expense reimbursement), but Sellers may seek to expand the scope to cover additional obligations (e.g., indemnification obligations).
4. Specific Performance Provisions (Section 6.2). The specific performance provisions in Section 6.2, which grant Buyer (and only Buyer) the right to seek specific performance of Sponsor's funding obligation, should be cross-referenced to the specific performance provisions in the Purchase Agreement. We will coordinate this cross-reference once the Purchase Agreement is in substantially final form. Sellers' counsel may request that the Sellers also have the right to compel Sponsor to fund the Commitment (which we have excluded from this draft in favor of limiting Sellers' remedies to the Guaranteed Obligations under Section 6.1).
5. Formation of Solara Fleet Holdings LLC. Please confirm that the formation of Solara Fleet Holdings LLC has been completed (or will be completed) before execution of the Equity Commitment Letter and the Purchase Agreement. We will need the Delaware certificate of formation and the EIN (to be obtained from the IRS) for inclusion in the final execution version. We are prepared to file the certificate of formation with the Delaware Secretary of State upon instruction from the deal team.
6. Sources and Uses Confirmation. We recommend that the deal team coordinate with Owen Prescott at Cobalt Ridge Partners LLC to run a final sources and uses analysis confirming that the $175,000,000 Equity Contribution, together with the $125,000,000 Term Loan A (assuming the $50,000,000 Revolving Facility remains undrawn at close) and the $25,000,000 Holliday Rollover Equity, is sufficient to cover the full Purchase Price as well as all buyer-side transaction costs and closing expenses. Based on our preliminary estimates, the aggregate buyer-side transaction costs (C&H legal fees, Cobalt Ridge advisory fee, HSR filing fee, R&W insurance premium, debt arrangement fee, and other closing costs) are expected to total approximately $10,275,000 to $12,000,000. If total sources (equity plus debt plus rollover) equal $325,000,000 ($175,000,000 + $125,000,000 + $25,000,000), and the Purchase Price is $350,000,000 (before adjustments), there is a $25,000,000 gap to be funded from available closing cash of the Company or through adjustments to the sources. Please confirm the intended allocation with Cobalt Ridge.
7. Debt Financing Coordination. We recommend coordination with Jonathan Mayer at Cascade & Whitfield LLP (lenders' counsel) to ensure that the conditions to funding under the Debt Commitment Letter are consistent and aligned with the conditions set forth in Section 2 of this Equity Commitment Letter. Any disconnect between the equity and debt funding conditions could create a situation in which Sponsor is obligated to fund the Commitment but the Debt Financing is not available, or vice versa. We will review the Debt Commitment Letter side-by-side with this draft to identify any discrepancies.
8. R&W Insurance Policy. We have included the R&W insurance policy from Atlas Meridian Underwriters Ltd. as a condition to funding (Section 2.1(e)). Please confirm the expected policy terms (including the $35,000,000 policy limit, retention amount, and whether the policy is buyer-side only or includes a seller-side component) with the insurance broker.
9. TerraLink Consent. The TerraLink change-of-control consent (Section 2.1(b)(iv)) remains a key closing condition. We understand that negotiations with TerraLink Logistics, Inc. regarding the consent are ongoing. If there is any risk that this consent will not be obtained, we should discuss whether to include a fiduciary-out or alternative structure (e.g., post-closing covenant to obtain consent).
10. Next Steps. Upon receipt of the Solara deal team's comments on this draft, we will: (a) revise the Equity Commitment Letter accordingly; (b) prepare a clean version and a blackline for circulation to Sellers' counsel; (c) coordinate with Cascade & Whitfield LLP on Debt Financing alignment; and (d) prepare the ancillary formation documents for Solara Fleet Holdings LLC.
Please do not hesitate to contact me or Sandra Tung with any questions or comments.
CALDERWOOD & HARKNESS LLP
James Prentice, Partner Direct: [●]
Email: [●]

PRIVILEGED AND CONFIDENTIAL

EQUITY COMMITMENT LETTER

RECITALS

AGREEMENT

SECTION 1: EQUITY COMMITMENT

SECTION 2: CONDITIONS TO FUNDING

SECTION 3: TERMINATION

SECTION 4: REPRESENTATIONS AND WARRANTIES OF SPONSOR

SECTION 5: LIMITED GUARANTEE

SECTION 6: NO RECOURSE BEYOND SPONSOR

SECTION 7: CONFIDENTIALITY

SECTION 9: ASSIGNMENT

SECTION 11: MISCELLANEOUS

SPONSOR:

SOLARA FUND III, LP

ACKNOWLEDGED AND ACCEPTED BY BUYER:

SOLARA FLEET HOLDINGS LLC

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts