exclusivity-deposit-wire-letter.docx

1041-00004 · Solara Digital Infrastructure LP · LOI

exclusivity-deposit-wire-letter.docx DOCUMENT M&A / Corporate

23 / 36 ← → ✕

CALDERWOOD & HARKNESS LLP Attorneys at Law 277 Park Avenue, 45th Floor New York, New York 10172 Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com

February 19, 2026

VIA EMAIL AND OVERNIGHT COURIER

Northgate Escrow Services LLC 100 Summer Street, Suite 800 Boston, Massachusetts 02110

Attention: Escrow Administration Department

Re: Exclusivity Deposit in Connection with the Proposed Acquisition of Meridian FleetWorks, Inc. Reference: Letter of Intent No. LOI-MFW-2026-0218, dated February 18, 2026 Transaction Code Name: Project Trident

Ladies and Gentlemen:

This firm represents Solara Digital Infrastructure LP, a Delaware limited partnership ("Solara"), headquartered at 1200 Market Street, Suite 2400, Wilmington, Delaware 19801 (EIN: 82-4710368), in connection with the proposed acquisition of one hundred percent (100%) of the issued and outstanding equity interests of Meridian FleetWorks, Inc., a Delaware corporation ("MFW"), with principal offices at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102. The purpose of this letter is to provide wire transfer instructions, authorization, and deposit holding instructions for the deposit of the exclusivity deposit (as defined below) required under the Letter of Intent referenced above into escrow with Northgate Escrow Services LLC ("Northgate Escrow" or the "Escrow Agent") in its capacity as the designated escrow agent for this transaction. We respectfully request your prompt attention to the matters set forth herein.

1. Background and LOI Reference

On February 18, 2026, Solara Digital Infrastructure LP (and/or its designated affiliate) and Meridian FleetWorks, Inc. executed a binding Letter of Intent bearing reference number LOI-MFW-2026-0218 (the "LOI"), governing the principal terms and conditions of a proposed stock purchase transaction (the "Proposed Transaction") pursuant to which Solara (or its designated acquisition vehicle) would acquire all of the issued and outstanding shares of capital stock of MFW for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000.00), subject to customary adjustments and the negotiation and execution of a definitive Stock Purchase Agreement and related ancillary documents.

Pursuant to Section 4 of the LOI, which sets forth the exclusivity and related deposit provisions, Solara agreed to deposit the sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (the "Exclusivity Deposit") with the designated escrow agent within five (5) business days of the execution of the LOI, as consideration for MFW's agreement to negotiate exclusively with Solara during the exclusivity period specified therein. The LOI was fully executed by both parties on February 18, 2026. Accordingly, the Exclusivity Deposit must be received by the Escrow Agent no later than the close of business on February 25, 2026, in order to satisfy Solara's obligations under the LOI.

Northgate Escrow Services LLC has been designated by the parties as the escrow agent for receipt, custody, and administration of the Exclusivity Deposit in connection with the Proposed Transaction. We understand that Northgate Escrow has been advised of its designation and has indicated its willingness to serve in such capacity, subject to the terms and conditions set forth herein and in any subsequent formal Escrow Agreement to be entered into among the parties.

2. Exclusivity Deposit Terms

The principal terms of the Exclusivity Deposit, as set forth in the LOI and summarized herein for the convenience of the Escrow Agent, are as follows:

Amount: Two Million Five Hundred Thousand Dollars ($2,500,000.00).

Depositor: Solara Digital Infrastructure LP, or, at Solara's election, Solara Fund III, LP (EIN: 84-6239017), a Delaware limited partnership and Solara's designated investment vehicle for the Proposed Transaction (collectively or individually, as the context requires, the "Depositor").

Custody: The Exclusivity Deposit shall be held by Northgate Escrow Services LLC in its capacity as Escrow Agent pending the outcome of the Proposed Transaction, subject to the terms and conditions of the LOI and the release conditions described in Section 5 of this letter.

Refundability: The Exclusivity Deposit is fully refundable to Solara in the event that the Proposed Transaction does not close for any reason, except in the limited circumstance of Solara's willful breach of the exclusivity or other binding provisions of the LOI. In such event, and only in such event, the Exclusivity Deposit shall be released to MFW as liquidated damages in accordance with the terms of the LOI. For the avoidance of doubt, "willful breach" as used herein shall have the meaning ascribed to such term in the LOI.

Exclusivity Period: The exclusivity period under the LOI commenced on February 18, 2026, and runs for a period of sixty (60) calendar days, through and including April 19, 2026, unless extended or earlier terminated in accordance with the terms of the LOI.

3. Wire Transfer Instructions

Solara hereby authorizes and directs the transfer of Two Million Five Hundred Thousand Dollars ($2,500,000.00) via federal funds wire transfer to Northgate Escrow Services LLC, in its capacity as Escrow Agent, in satisfaction of the Exclusivity Deposit obligation under the LOI.

In order to facilitate the timely initiation and settlement of the wire transfer, we respectfully request that Northgate Escrow provide, at the earliest opportunity, written wire transfer instructions to the undersigned and to Solara's treasury department, including, without limitation, the following information:

(a) the name of the receiving financial institution (bank name);

(b) the ABA routing number of the receiving financial institution;

(d) the account name in which the escrow funds are to be held;

(e) any SWIFT code or additional identifiers required for domestic federal funds wire transfers; and

(f) the required reference line or other identifying information to be included with the wire transfer.

Please note that the wire reference line for this transfer should include the following notation:

"Project Trident — Exclusivity Deposit — LOI-MFW-2026-0218"

Solara anticipates initiating the wire transfer promptly upon receipt of Northgate Escrow's confirmed wire instructions, with the objective of having the funds received, confirmed, and credited to the designated escrow account no later than February 25, 2026, in accordance with the timeline prescribed by the LOI. We ask that you provide the wire instructions with sufficient lead time to allow Solara's treasury department and banking institution to process the transfer within the required window.

4. Deposit Holding Instructions

Upon receipt and confirmation of the Exclusivity Deposit, Northgate Escrow shall hold the Exclusivity Deposit in accordance with the following instructions:

(a) Segregated Account. The Exclusivity Deposit shall be held in a segregated, interest-bearing escrow account, separate and apart from Northgate Escrow's proprietary funds and from the funds of any other client or escrow depositor. The account shall be maintained at a federally insured financial institution and shall be clearly designated as an escrow account for the benefit of the parties to the LOI.

(b) Interest and Earnings. Any interest, dividends, or other earnings accruing on the Exclusivity Deposit shall accrue for the benefit of Solara Digital Infrastructure LP (as the Depositor) and shall be distributed to Solara upon the release of the Exclusivity Deposit, unless the Exclusivity Deposit is forfeited to MFW pursuant to the willful breach provision of the LOI, in which case such interest and earnings shall be released to MFW together with the principal amount of the deposit. For tax reporting purposes, Solara's taxpayer identification number (EIN: 82-4710368) should be associated with the escrow account, and all tax reporting obligations with respect to interest or earnings shall be allocated to Solara as Depositor.

(c) Restrictions on Release. Northgate Escrow shall not release, distribute, disburse, or otherwise transfer any portion of the Exclusivity Deposit or any interest or earnings thereon except upon: (i) joint written instructions executed by authorized representatives of both Solara and MFW, directing the release of all or a portion of the Exclusivity Deposit to a specified party; or (ii) receipt of a final, non-appealable order of a court of competent jurisdiction directing such release. No oral instructions shall be accepted or acted upon by the Escrow Agent with respect to the release of the Exclusivity Deposit.

(d) No Set-Off. The Exclusivity Deposit is not subject to set-off, deduction, lien, counterclaim, or encumbrance by any party, including, without limitation, by Northgate Escrow in respect of any fees, costs, or expenses owed to Northgate Escrow by any party to the LOI, unless otherwise agreed in writing by Solara.

5. Release Conditions (Summary of LOI Terms)

For the convenience of the Escrow Agent, and subject in all respects to the terms and conditions of the LOI (which shall govern in the event of any conflict with this summary), the release conditions applicable to the Exclusivity Deposit are summarized as follows:

Release to Solara. The Exclusivity Deposit (together with all accrued interest and earnings thereon) shall be released and returned to Solara upon the earliest to occur of the following:

(a) Closing of the Proposed Transaction. Upon the closing of the Proposed Transaction pursuant to a definitive Stock Purchase Agreement, the Exclusivity Deposit shall, at Solara's sole election, either (i) be credited against the aggregate purchase price payable by Solara at closing, or (ii) be returned in full to Solara, in each case together with all accrued interest and earnings thereon. Solara shall notify the Escrow Agent and MFW in writing of its election not less than two (2) business days prior to the anticipated closing date.

(b) Termination of the LOI. Upon the termination of the LOI by either party for any reason other than Solara's willful breach, the Exclusivity Deposit shall be released and returned to Solara in full, together with all accrued interest and earnings thereon, promptly following such termination and delivery of joint written release instructions to the Escrow Agent.

(c) Expiration of the Exclusivity Period. Upon the expiration of the exclusivity period (April 19, 2026, or such later date as may be agreed by the parties) without the execution of a definitive Stock Purchase Agreement, provided that such expiration is not attributable to Solara's willful breach of the LOI, the Exclusivity Deposit shall be released and returned to Solara in full, together with all accrued interest and earnings thereon, promptly following delivery of joint written release instructions to the Escrow Agent.

Release to MFW. The Exclusivity Deposit shall be released to Meridian FleetWorks, Inc. (together with all accrued interest and earnings thereon) solely in the event that it is determined, pursuant to the dispute resolution provisions of the LOI, that Solara has committed a willful breach of the exclusivity or other binding provisions of the LOI. In such event, the Exclusivity Deposit shall constitute liquidated damages payable to MFW, and shall be released to MFW upon delivery of joint written release instructions or a final, non-appealable court order, as applicable. No partial release of the Exclusivity Deposit to MFW shall be permitted absent the express written consent of Solara.

6. Notices and Communications

All notices, communications, and correspondence regarding the Exclusivity Deposit and the matters set forth in this letter should be directed as follows:

To Counsel for Solara:

James Prentice, Esq., Partner Calderwood & Harkness LLP 277 Park Avenue, 45th Floor New York, New York 10172 Telephone: (212) 506-7124

Email: jprentice@calderwoodharkness.com

To Solara:

Viktor Sorensen, Managing Partner Claire Nakamura, Partner Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, Delaware 19801 Telephone: (302) 468-3200

Email: vsorensen@solarainfra.com / cnakamura@solarainfra.com

To Counsel for MFW:

Rachel Greenwald, Esq. Hawthorne Kinsey & Alcott LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 739-5400

Email: rgreenwald@hkallp.com

To MFW:

Garrett Holliday, Chief Executive Officer Meridian FleetWorks, Inc. 8750 Westpark Drive, Suite 600 McLean, Virginia 22102 Telephone: (703) 891-6600

Email: gholliday@meridianfleetworks.com

All notices shall be in writing and shall be deemed duly given upon (a) personal delivery, (b) one (1) business day after deposit with a nationally recognized overnight courier service, or (c) upon transmission by electronic mail with confirmation of receipt. Copies of all communications from the Escrow Agent regarding the Exclusivity Deposit should be provided to all parties listed above simultaneously.

7. Confirmation Request

Calderwood & Harkness LLP, on behalf of Solara, respectfully requests that Northgate Escrow Services LLC confirm in writing the following, at the earliest practicable opportunity:

(a) receipt of this letter and acknowledgment of the instructions and terms set forth herein;

(b) the complete wire transfer instructions for the designated escrow account into which the Exclusivity Deposit is to be deposited, including all information specified in Section 3 above; and

(c) upon receipt of the wire transfer, written confirmation that the Exclusivity Deposit in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) has been received, credited, and deposited into the segregated, interest-bearing escrow account referenced herein.

All confirmations should be directed to the undersigned at the address, telephone number, and email address set forth below, as well as to the Solara contacts listed in Section 6 above. Prompt confirmation will enable the parties to verify satisfaction of the deposit obligation under the LOI within the required timeframe.

8. Governing Law

This letter and the escrow arrangements described herein shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. The selection of Delaware law is consistent with the governing law provisions of the LOI (LOI-MFW-2026-0218) and reflects the parties' intention that all matters related to the Proposed Transaction be subject to a uniform body of law.

The parties to the LOI anticipate entering into a formal Escrow Agreement with Northgate Escrow Services LLC in connection with the negotiation and execution of the definitive transaction documents for the Proposed Transaction. Until such time as a formal Escrow Agreement is executed by the relevant parties, this letter shall govern the deposit, custody, and administration of the Exclusivity Deposit and the obligations of the Escrow Agent with respect thereto. In the event of any conflict between this letter and the terms of any subsequently executed Escrow Agreement, the terms of the Escrow Agreement shall control.

9. Reservation of Rights

Nothing in this letter shall be construed as a waiver of any rights, remedies, or claims of Solara Digital Infrastructure LP under the LOI, at law, or in equity, whether now existing or hereafter arising. All rights and remedies of Solara are expressly reserved and may be exercised in Solara's sole discretion in accordance with applicable law and the terms of the LOI.

Solara reserves the right to provide supplemental, amended, or superseding instructions regarding the Exclusivity Deposit, consistent with the terms of the LOI, by written notice to Northgate Escrow and the other parties, delivered in accordance with Section 6 of this letter.

Calderwood & Harkness LLP is authorized to act on behalf of Solara Digital Infrastructure LP with respect to all communications, instructions, and other matters relating to the Exclusivity Deposit with Northgate Escrow Services LLC, and Northgate Escrow may rely upon instructions received from the undersigned as having been duly authorized by Solara, unless and until Northgate Escrow receives written notice to the contrary from Solara.

We appreciate your prompt attention to this matter and look forward to receiving the wire transfer instructions and the confirmations requested above at your earliest convenience. Time is of the essence with respect to the deposit timeline, and we ask that you treat this request with the corresponding priority. Should you have any questions or require any additional information, please do not hesitate to contact the undersigned directly.

Thank you for your cooperation.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

James Prentice, Partner

Calderwood & Harkness LLP 277 Park Avenue, 45th Floor New York, New York 10172 Telephone: (212) 506-7124

Email: jprentice@calderwoodharkness.com

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

Enclosure: Copy of Letter of Intent (LOI-MFW-2026-0218), dated February 18, 2026 (execution version) [for reference only]

CALDERWOOD & HARKNESS LLP Attorneys at Law 277 Park Avenue, 45th Floor New York, New York 10172 Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com
February 19, 2026
VIA EMAIL AND OVERNIGHT COURIER
Northgate Escrow Services LLC 100 Summer Street, Suite 800 Boston, Massachusetts 02110
Attention: Escrow Administration Department
Re: Exclusivity Deposit in Connection with the Proposed Acquisition of Meridian FleetWorks, Inc. Reference: Letter of Intent No. LOI-MFW-2026-0218, dated February 18, 2026 Transaction Code Name: Project Trident
Ladies and Gentlemen:
This firm represents Solara Digital Infrastructure LP, a Delaware limited partnership ("Solara"), headquartered at 1200 Market Street, Suite 2400, Wilmington, Delaware 19801 (EIN: 82-4710368), in connection with the proposed acquisition of one hundred percent (100%) of the issued and outstanding equity interests of Meridian FleetWorks, Inc., a Delaware corporation ("MFW"), with principal offices at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102. The purpose of this letter is to provide wire transfer instructions, authorization, and deposit holding instructions for the deposit of the exclusivity deposit (as defined below) required under the Letter of Intent referenced above into escrow with Northgate Escrow Services LLC ("Northgate Escrow" or the "Escrow Agent") in its capacity as the designated escrow agent for this transaction. We respectfully request your prompt attention to the matters set forth herein.
1. Background and LOI Reference
On February 18, 2026, Solara Digital Infrastructure LP (and/or its designated affiliate) and Meridian FleetWorks, Inc. executed a binding Letter of Intent bearing reference number LOI-MFW-2026-0218 (the "LOI"), governing the principal terms and conditions of a proposed stock purchase transaction (the "Proposed Transaction") pursuant to which Solara (or its designated acquisition vehicle) would acquire all of the issued and outstanding shares of capital stock of MFW for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000.00), subject to customary adjustments and the negotiation and execution of a definitive Stock Purchase Agreement and related ancillary documents.
Pursuant to Section 4 of the LOI, which sets forth the exclusivity and related deposit provisions, Solara agreed to deposit the sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (the "Exclusivity Deposit") with the designated escrow agent within five (5) business days of the execution of the LOI, as consideration for MFW's agreement to negotiate exclusively with Solara during the exclusivity period specified therein. The LOI was fully executed by both parties on February 18, 2026. Accordingly, the Exclusivity Deposit must be received by the Escrow Agent no later than the close of business on February 25, 2026, in order to satisfy Solara's obligations under the LOI.
Northgate Escrow Services LLC has been designated by the parties as the escrow agent for receipt, custody, and administration of the Exclusivity Deposit in connection with the Proposed Transaction. We understand that Northgate Escrow has been advised of its designation and has indicated its willingness to serve in such capacity, subject to the terms and conditions set forth herein and in any subsequent formal Escrow Agreement to be entered into among the parties.
2. Exclusivity Deposit Terms
The principal terms of the Exclusivity Deposit, as set forth in the LOI and summarized herein for the convenience of the Escrow Agent, are as follows:
Amount: Two Million Five Hundred Thousand Dollars ($2,500,000.00).
Depositor: Solara Digital Infrastructure LP, or, at Solara's election, Solara Fund III, LP (EIN: 84-6239017), a Delaware limited partnership and Solara's designated investment vehicle for the Proposed Transaction (collectively or individually, as the context requires, the "Depositor").
Custody: The Exclusivity Deposit shall be held by Northgate Escrow Services LLC in its capacity as Escrow Agent pending the outcome of the Proposed Transaction, subject to the terms and conditions of the LOI and the release conditions described in Section 5 of this letter.
Refundability: The Exclusivity Deposit is fully refundable to Solara in the event that the Proposed Transaction does not close for any reason, except in the limited circumstance of Solara's willful breach of the exclusivity or other binding provisions of the LOI. In such event, and only in such event, the Exclusivity Deposit shall be released to MFW as liquidated damages in accordance with the terms of the LOI. For the avoidance of doubt, "willful breach" as used herein shall have the meaning ascribed to such term in the LOI.
Exclusivity Period: The exclusivity period under the LOI commenced on February 18, 2026, and runs for a period of sixty (60) calendar days, through and including April 19, 2026, unless extended or earlier terminated in accordance with the terms of the LOI.
3. Wire Transfer Instructions
Solara hereby authorizes and directs the transfer of Two Million Five Hundred Thousand Dollars ($2,500,000.00) via federal funds wire transfer to Northgate Escrow Services LLC, in its capacity as Escrow Agent, in satisfaction of the Exclusivity Deposit obligation under the LOI.
In order to facilitate the timely initiation and settlement of the wire transfer, we respectfully request that Northgate Escrow provide, at the earliest opportunity, written wire transfer instructions to the undersigned and to Solara's treasury department, including, without limitation, the following information:
(a) the name of the receiving financial institution (bank name);
(b) the ABA routing number of the receiving financial institution;
(c) the account number for the designated escrow account;
(d) the account name in which the escrow funds are to be held;
(e) any SWIFT code or additional identifiers required for domestic federal funds wire transfers; and
(f) the required reference line or other identifying information to be included with the wire transfer.
Please note that the wire reference line for this transfer should include the following notation:
"Project Trident — Exclusivity Deposit — LOI-MFW-2026-0218"
Solara anticipates initiating the wire transfer promptly upon receipt of Northgate Escrow's confirmed wire instructions, with the objective of having the funds received, confirmed, and credited to the designated escrow account no later than February 25, 2026, in accordance with the timeline prescribed by the LOI. We ask that you provide the wire instructions with sufficient lead time to allow Solara's treasury department and banking institution to process the transfer within the required window.
4. Deposit Holding Instructions
Upon receipt and confirmation of the Exclusivity Deposit, Northgate Escrow shall hold the Exclusivity Deposit in accordance with the following instructions:
(a) Segregated Account. The Exclusivity Deposit shall be held in a segregated, interest-bearing escrow account, separate and apart from Northgate Escrow's proprietary funds and from the funds of any other client or escrow depositor. The account shall be maintained at a federally insured financial institution and shall be clearly designated as an escrow account for the benefit of the parties to the LOI.
(b) Interest and Earnings. Any interest, dividends, or other earnings accruing on the Exclusivity Deposit shall accrue for the benefit of Solara Digital Infrastructure LP (as the Depositor) and shall be distributed to Solara upon the release of the Exclusivity Deposit, unless the Exclusivity Deposit is forfeited to MFW pursuant to the willful breach provision of the LOI, in which case such interest and earnings shall be released to MFW together with the principal amount of the deposit. For tax reporting purposes, Solara's taxpayer identification number (EIN: 82-4710368) should be associated with the escrow account, and all tax reporting obligations with respect to interest or earnings shall be allocated to Solara as Depositor.
(c) Restrictions on Release. Northgate Escrow shall not release, distribute, disburse, or otherwise transfer any portion of the Exclusivity Deposit or any interest or earnings thereon except upon: (i) joint written instructions executed by authorized representatives of both Solara and MFW, directing the release of all or a portion of the Exclusivity Deposit to a specified party; or (ii) receipt of a final, non-appealable order of a court of competent jurisdiction directing such release. No oral instructions shall be accepted or acted upon by the Escrow Agent with respect to the release of the Exclusivity Deposit.
(d) No Set-Off. The Exclusivity Deposit is not subject to set-off, deduction, lien, counterclaim, or encumbrance by any party, including, without limitation, by Northgate Escrow in respect of any fees, costs, or expenses owed to Northgate Escrow by any party to the LOI, unless otherwise agreed in writing by Solara.
5. Release Conditions (Summary of LOI Terms)
For the convenience of the Escrow Agent, and subject in all respects to the terms and conditions of the LOI (which shall govern in the event of any conflict with this summary), the release conditions applicable to the Exclusivity Deposit are summarized as follows:
Release to Solara. The Exclusivity Deposit (together with all accrued interest and earnings thereon) shall be released and returned to Solara upon the earliest to occur of the following:
(a) Closing of the Proposed Transaction. Upon the closing of the Proposed Transaction pursuant to a definitive Stock Purchase Agreement, the Exclusivity Deposit shall, at Solara's sole election, either (i) be credited against the aggregate purchase price payable by Solara at closing, or (ii) be returned in full to Solara, in each case together with all accrued interest and earnings thereon. Solara shall notify the Escrow Agent and MFW in writing of its election not less than two (2) business days prior to the anticipated closing date.
(b) Termination of the LOI. Upon the termination of the LOI by either party for any reason other than Solara's willful breach, the Exclusivity Deposit shall be released and returned to Solara in full, together with all accrued interest and earnings thereon, promptly following such termination and delivery of joint written release instructions to the Escrow Agent.
(c) Expiration of the Exclusivity Period. Upon the expiration of the exclusivity period (April 19, 2026, or such later date as may be agreed by the parties) without the execution of a definitive Stock Purchase Agreement, provided that such expiration is not attributable to Solara's willful breach of the LOI, the Exclusivity Deposit shall be released and returned to Solara in full, together with all accrued interest and earnings thereon, promptly following delivery of joint written release instructions to the Escrow Agent.
Release to MFW. The Exclusivity Deposit shall be released to Meridian FleetWorks, Inc. (together with all accrued interest and earnings thereon) solely in the event that it is determined, pursuant to the dispute resolution provisions of the LOI, that Solara has committed a willful breach of the exclusivity or other binding provisions of the LOI. In such event, the Exclusivity Deposit shall constitute liquidated damages payable to MFW, and shall be released to MFW upon delivery of joint written release instructions or a final, non-appealable court order, as applicable. No partial release of the Exclusivity Deposit to MFW shall be permitted absent the express written consent of Solara.
6. Notices and Communications
All notices, communications, and correspondence regarding the Exclusivity Deposit and the matters set forth in this letter should be directed as follows:
To Counsel for Solara:
James Prentice, Esq., Partner Calderwood & Harkness LLP 277 Park Avenue, 45th Floor New York, New York 10172 Telephone: (212) 506-7124
Email: jprentice@calderwoodharkness.com
To Solara:
Viktor Sorensen, Managing Partner Claire Nakamura, Partner Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, Delaware 19801 Telephone: (302) 468-3200
Email: vsorensen@solarainfra.com / cnakamura@solarainfra.com
To Counsel for MFW:
Rachel Greenwald, Esq. Hawthorne Kinsey & Alcott LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 739-5400
Email: rgreenwald@hkallp.com
To MFW:
Garrett Holliday, Chief Executive Officer Meridian FleetWorks, Inc. 8750 Westpark Drive, Suite 600 McLean, Virginia 22102 Telephone: (703) 891-6600
Email: gholliday@meridianfleetworks.com
All notices shall be in writing and shall be deemed duly given upon (a) personal delivery, (b) one (1) business day after deposit with a nationally recognized overnight courier service, or (c) upon transmission by electronic mail with confirmation of receipt. Copies of all communications from the Escrow Agent regarding the Exclusivity Deposit should be provided to all parties listed above simultaneously.
7. Confirmation Request
Calderwood & Harkness LLP, on behalf of Solara, respectfully requests that Northgate Escrow Services LLC confirm in writing the following, at the earliest practicable opportunity:
(a) receipt of this letter and acknowledgment of the instructions and terms set forth herein;
(b) the complete wire transfer instructions for the designated escrow account into which the Exclusivity Deposit is to be deposited, including all information specified in Section 3 above; and
(c) upon receipt of the wire transfer, written confirmation that the Exclusivity Deposit in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) has been received, credited, and deposited into the segregated, interest-bearing escrow account referenced herein.
All confirmations should be directed to the undersigned at the address, telephone number, and email address set forth below, as well as to the Solara contacts listed in Section 6 above. Prompt confirmation will enable the parties to verify satisfaction of the deposit obligation under the LOI within the required timeframe.
8. Governing Law
This letter and the escrow arrangements described herein shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. The selection of Delaware law is consistent with the governing law provisions of the LOI (LOI-MFW-2026-0218) and reflects the parties' intention that all matters related to the Proposed Transaction be subject to a uniform body of law.
The parties to the LOI anticipate entering into a formal Escrow Agreement with Northgate Escrow Services LLC in connection with the negotiation and execution of the definitive transaction documents for the Proposed Transaction. Until such time as a formal Escrow Agreement is executed by the relevant parties, this letter shall govern the deposit, custody, and administration of the Exclusivity Deposit and the obligations of the Escrow Agent with respect thereto. In the event of any conflict between this letter and the terms of any subsequently executed Escrow Agreement, the terms of the Escrow Agreement shall control.
9. Reservation of Rights
Nothing in this letter shall be construed as a waiver of any rights, remedies, or claims of Solara Digital Infrastructure LP under the LOI, at law, or in equity, whether now existing or hereafter arising. All rights and remedies of Solara are expressly reserved and may be exercised in Solara's sole discretion in accordance with applicable law and the terms of the LOI.
Solara reserves the right to provide supplemental, amended, or superseding instructions regarding the Exclusivity Deposit, consistent with the terms of the LOI, by written notice to Northgate Escrow and the other parties, delivered in accordance with Section 6 of this letter.
Calderwood & Harkness LLP is authorized to act on behalf of Solara Digital Infrastructure LP with respect to all communications, instructions, and other matters relating to the Exclusivity Deposit with Northgate Escrow Services LLC, and Northgate Escrow may rely upon instructions received from the undersigned as having been duly authorized by Solara, unless and until Northgate Escrow receives written notice to the contrary from Solara.
We appreciate your prompt attention to this matter and look forward to receiving the wire transfer instructions and the confirmations requested above at your earliest convenience. Time is of the essence with respect to the deposit timeline, and we ask that you treat this request with the corresponding priority. Should you have any questions or require any additional information, please do not hesitate to contact the undersigned directly.
Thank you for your cooperation.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
James Prentice, Partner
Calderwood & Harkness LLP 277 Park Avenue, 45th Floor New York, New York 10172 Telephone: (212) 506-7124
Email: jprentice@calderwoodharkness.com
cc: Viktor Sorensen, Managing Partner, Solara Digital Infrastructure LP cc: Claire Nakamura, Partner, Solara Digital Infrastructure LP cc: Sandra Tung, Calderwood & Harkness LLP cc: Andrew Fitzpatrick, Calderwood & Harkness LLP
Enclosure: Copy of Letter of Intent (LOI-MFW-2026-0218), dated February 18, 2026 (execution version) [for reference only]

VIA EMAIL AND OVERNIGHT COURIER

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts