1041-00004 · Solara Digital Infrastructure LP · LOI

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LETTER OF INTENT

Reference No. LOI-MFW-2026-0218

EXECUTION VERSION

February 18, 2026

Board of Directors Meridian FleetWorks, Inc. 8750 Westpark Drive, Suite 600 McLean, Virginia 22102

Attention: Garrett Holliday, Chief Executive Officer

Ladies and Gentlemen:

Solara Digital Infrastructure LP ("Buyer" or "Solara"), a Delaware limited partnership, with offices at 1200 Market Street, Suite 2400, Wilmington, Delaware 19801, and/or one or more of its affiliates (including a newly formed acquisition vehicle to be designated prior to the execution of the Definitive Agreement (as defined below)), is pleased to submit this Letter of Intent ("LOI" or this "Letter") setting forth the principal terms and conditions upon which Buyer proposes to acquire all of the issued and outstanding capital stock of Meridian FleetWorks, Inc. ("MFW" or the "Company"), a Delaware corporation.

As background, Buyer received the Confidential Information Memorandum prepared by Redstone Arbor Capital LLC on behalf of the Company on January 8, 2026 (the "CIM"). On that same date, Buyer and the Company executed that certain Mutual Non-Disclosure Agreement dated January 8, 2026 (the "NDA"). On January 22, 2026, Buyer submitted an initial indication of interest setting forth a proposed valuation range of Three Hundred Twenty Million Dollars ($320,000,000) to Three Hundred Seventy Million Dollars ($370,000,000) for the acquisition of the Company. Following the Company's evaluation of preliminary indications of interest received in connection with its sale process, Buyer was selected to advance to Phase 2 of the process and was granted access to the Company's virtual data room on February 3, 2026 (hosted on Thackeray Solutions under the project name "Project Trident"). Since that date, Buyer and its advisors have conducted extensive preliminary due diligence on the Company and its business, operations, financial condition, and prospects.

This LOI reflects the parties' mutual understanding of the principal terms of the proposed Transaction (as defined below), subject to the binding and non-binding provisions set forth herein. Except as expressly provided in Section 12.2 below, this LOI does not constitute a binding commitment by either party to consummate the Transaction.

The principal terms and conditions of the proposed Transaction are as follows:

Section 1: The Transaction

1.1 Structure. The proposed transaction (the "Transaction") will be structured as a stock purchase whereby Buyer (or its designated affiliate, anticipated to be a newly formed Delaware limited liability company to be organized under the laws of the State of Delaware and named "Solara Fleet Holdings LLC") will acquire one hundred percent (100%) of the issued and outstanding shares of (a) common stock, par value $0.001 per share, and (b) Series A Preferred Stock, par value $0.001 per share, of the Company from all holders thereof (collectively, the "Sellers"). The Transaction is intended to result in the acquisition by Buyer of all of the equity interests in the Company, such that the Company will become a direct or indirect wholly-owned subsidiary of Buyer following the Closing (as defined below).

All outstanding options to purchase shares of the Company's common stock under the Company's 2016 Stock Incentive Plan (the "Stock Plan") will be cancelled and converted at the Closing into the right to receive cash consideration equal to the excess, if any, of the Per-Share Price (as defined below) over the applicable exercise price of such option, net of applicable withholding taxes, in the manner described more fully in Section 1.5 below.

The Transaction will be documented in a definitive Stock Purchase Agreement (the "Definitive Agreement" or "SPA") and related ancillary agreements, to be negotiated in good faith by the parties and their respective counsel. The Definitive Agreement shall contain terms and conditions consistent with those set forth in this LOI and otherwise customary for transactions of this nature and size.

1.2 Purchase Price. The aggregate purchase price for one hundred percent (100%) of the capital stock of the Company shall be Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price"), payable in cash at the Closing, subject to the adjustments described in Section 1.3 below and the Rollover described in Section 1.4 below.

The Purchase Price is on a cash-free, debt-free basis, meaning that the Company shall have no indebtedness (as to be defined in the SPA) at Closing and Buyer shall not receive the benefit of any cash or cash equivalents of the Company at Closing, in each case subject to customary adjustments as described herein. For the avoidance of doubt, the cash-free, debt-free convention is intended to establish a mechanism whereby the aggregate consideration payable in connection with the Transaction is adjusted upward for cash and downward for indebtedness and unpaid transaction expenses, such that the Purchase Price reflects the enterprise value of the Company.

Based on 10,000,000 fully diluted shares of the Company (comprising 7,850,000 shares of common stock, 1,500,000 shares of Series A Preferred Stock (on an as-converted basis), and 650,000 shares subject to outstanding options under the Stock Plan), the implied per-share price shall be Thirty-Five Dollars ($35.00) per share (the "Per-Share Price").

1.3 Purchase Price Adjustments. The Purchase Price shall be subject to customary adjustments at Closing (and a post-closing true-up within ninety (90) days following the Closing Date) for the following items:

(a) Net Working Capital. The SPA shall include a net working capital adjustment mechanism. The target net working capital shall be Five Million Eight Hundred Thousand Dollars ($5,800,000) (the "Target NWC"), calculated based on the trailing twelve-month average as of December 31, 2025, using a methodology and defined components (including specific line items constituting current assets and current liabilities) to be agreed upon by the parties during the negotiation of the SPA and set forth in a schedule thereto. In the event that the Closing NWC (the net working capital of the Company as of immediately prior to Closing, calculated using the same methodology) exceeds the Target NWC, the Purchase Price shall be increased on a dollar-for-dollar basis by the amount of such excess. In the event that the Closing NWC is less than the Target NWC, the Purchase Price shall be decreased on a dollar-for-dollar basis by the amount of such shortfall. The SPA shall include customary provisions for the estimation of Closing NWC at or prior to Closing, the preparation by Buyer of a post-closing statement of Closing NWC, a review and dispute resolution mechanism (including the engagement of an independent accounting firm to resolve any disputes), and the settlement of any resulting adjustment payment.

(b) Cash. The Purchase Price shall be adjusted upward by the amount of cash and cash equivalents of the Company as of immediately prior to the Closing, as determined in accordance with the methodology to be set forth in the SPA. The definition of "cash and cash equivalents" shall be consistent with generally accepted accounting principles and shall include demand deposits, money market accounts, and short-term, highly liquid investments with original maturities of three months or less.

(c) Indebtedness. The Purchase Price shall be adjusted downward by the amount of all indebtedness of the Company outstanding as of immediately prior to the Closing, as determined in accordance with the methodology to be set forth in the SPA. The definition of "indebtedness" shall include, without limitation, all outstanding borrowings under the Company's existing credit facility with Sentinel Commerce Bank, N.A. (currently approximately Four Million Two Hundred Thousand Dollars ($4,200,000)), all capitalized lease obligations, all deferred purchase price obligations, any accrued but unpaid interest, any prepayment premiums, penalties, or breakage costs, and such other items as are customarily included in the definition of indebtedness for transactions of this type. All indebtedness shall be repaid in full at or prior to the Closing, and the Company shall deliver, or cause to be delivered, customary payoff letters with respect to all outstanding indebtedness.

(d) Transaction Expenses. The Purchase Price shall be adjusted downward by the amount of all unpaid transaction expenses of the Company incurred in connection with the Transaction (the "Company Transaction Expenses"), to the extent not paid prior to the Closing. Company Transaction Expenses shall include, without limitation, all fees, costs, and expenses of the Company's legal counsel (Hawthorne Kinsey & Alcott LLP), financial advisor (Redstone Arbor Capital LLC, including the success fee payable thereunder), accountants, and other advisors, as well as any change-of-control payments, bonuses, severance payments, or other compensatory payments triggered by the consummation of the Transaction. The aggregate amount of Company Transaction Expenses is currently estimated at approximately Twelve Million Dollars ($12,000,000), inclusive of the success fee payable to Redstone Arbor Capital LLC.

1.4 Equity Rollover. Garrett Holliday, Co-Founder and Chief Executive Officer of the Company, shall contribute a portion of his equity consideration with a value of approximately Twenty-Five Million Dollars ($25,000,000) (representing approximately 7.14% of the Purchase Price) (the "Rollover Amount") into Buyer's acquisition vehicle (Solara Fleet Holdings LLC) in exchange for a membership interest therein. The specific terms and conditions of the equity rollover, including the nature, amount, and class of the membership interest to be issued to Mr. Holliday, the rights and obligations associated therewith, applicable vesting or forfeiture provisions (if any), tag-along and drag-along rights, distribution preferences, governance rights, and other customary provisions, shall be set forth in a separate Rollover Agreement to be negotiated and executed concurrently with the SPA. Mr. Holliday's participation in the equity rollover is a material inducement to Buyer's willingness to enter into this LOI and consummate the Transaction.

As a result of the Rollover, the net cash payable to the Sellers at Closing (before application of the Purchase Price adjustments described in Section 1.3 above) shall be approximately Three Hundred Twenty-Five Million Dollars ($325,000,000) (i.e., the Purchase Price of $350,000,000 minus the Rollover Amount of $25,000,000).

1.5 Treatment of Options. All outstanding options under the Company's 2016 Stock Incentive Plan (covering 650,000 shares in the aggregate, with a weighted-average exercise price of $8.50 per share, of which 480,000 are vested and 170,000 are unvested as of the date hereof) shall be cancelled at the Closing. Each holder of a cancelled option shall receive a cash payment equal to the product of (a) the Per-Share Price ($35.00) minus the applicable per-share exercise price of such option, multiplied by (b) the number of shares of Company common stock subject to such option (whether vested or unvested), less applicable federal, state, and local tax withholdings and any applicable employment tax obligations. For the avoidance of doubt, unvested options shall be treated as fully vested immediately prior to the Closing for purposes of calculating the cash consideration payable to option holders, and the accelerated vesting of such unvested options shall be deemed to occur automatically upon the Closing without any further action required by the Company or the option holder.

Based on the information provided by the Company, the aggregate net proceeds payable to option holders (before applicable tax withholdings) is estimated at approximately Seventeen Million Two Hundred Twenty-Five Thousand Dollars ($17,225,000), calculated as the aggregate spread of $26.50 per share (i.e., $35.00 minus the weighted-average exercise price of $8.50) multiplied by 650,000 shares. The aggregate exercise price offset is estimated at approximately Five Million Five Hundred Twenty-Five Thousand Dollars ($5,525,000).

The SPA will include customary provisions regarding the Company's obligation to take all actions necessary to effect the foregoing option treatment, including adopting any required board and stockholder resolutions, amending the Stock Plan to the extent necessary, obtaining any required consents from option holders, and delivering customary option cancellation and release agreements to each option holder.

1.6 Escrow. At the Closing, an amount equal to Seventeen Million Five Hundred Thousand Dollars ($17,500,000), representing five percent (5%) of the Purchase Price (the "Escrow Fund"), shall be withheld from the cash consideration otherwise payable to the Sellers and deposited into an escrow account with Northgate Escrow Services LLC (the "Escrow Agent"), to serve as security for the Sellers' indemnification obligations under the SPA.

The Escrow Fund shall be held for a period of eighteen (18) months following the Closing Date (the "Escrow Period"), subject to any pending and unresolved claims made during such period. At the expiration of the Escrow Period, the remaining balance of the Escrow Fund (net of any amounts retained to satisfy pending and unresolved claims) shall be released to the Sellers (or their designated Sellers' Representative) in accordance with the terms and conditions of the escrow agreement. The specific terms and conditions governing the Escrow Fund, including investment of escrowed funds, procedures for the submission and resolution of claims, distributions of escrow amounts, and the duties, responsibilities, and compensation of the Escrow Agent, will be set forth in an escrow agreement to be entered into among Buyer, the Sellers' Representative (to be designated in the SPA), and the Escrow Agent at Closing.

Section 2: Due Diligence

2.1 Scope and Access. The Company shall provide Buyer and its representatives (including Buyer's legal counsel, Calderwood & Harkness LLP, financial advisor, Cobalt Ridge Partners LLC, quality of earnings advisor, Whitmore Sandoval Group LLC, and such other advisors as Buyer may reasonably engage from time to time) with full and complete access to the Company's books and records, properties, facilities, contracts, agreements, permits, licenses, intellectual property, information technology systems, employees, customers, vendors, suppliers, and other information as reasonably requested by Buyer for purposes of conducting confirmatory due diligence on the Company and its business, operations, financial condition, assets, liabilities, prospects, and other matters relevant to the Transaction.

Such access shall continue to be facilitated through the virtual data room (Thackeray Solutions, Project Trident), and through in-person site visits, management presentations, and telephonic or video conference management meetings, in each case at such times and upon such terms as are mutually agreeable to the parties. The Company shall cause its officers, directors, employees, accountants, legal counsel, and other representatives to cooperate fully with Buyer and its representatives in connection with Buyer's due diligence review, including by responding promptly to information requests, making management available for meetings and calls, and populating the virtual data room with requested materials in a timely manner.

2.2 Diligence Completion Deadline. Buyer shall use commercially reasonable efforts to complete its confirmatory due diligence review on or before March 15, 2026 (the "Diligence Deadline"). The Diligence Deadline may be extended by mutual written agreement of the parties. The parties acknowledge that the scope and results of Buyer's diligence review may affect the terms of the Definitive Agreement, including the scope and specificity of representations and warranties, the nature and extent of indemnification provisions and liability limitations, conditions to Closing, and such other provisions as are appropriate in light of the diligence findings.

Nothing in this Section 2 shall be construed to obligate Buyer to consummate the Transaction or to execute the Definitive Agreement, regardless of the results of its due diligence review. Buyer's right to determine, in its sole discretion, whether the results of its due diligence review are satisfactory shall be preserved in all respects, subject only to Buyer's obligations under the binding provisions of this LOI.

Section 3: Definitive Agreement and Ancillary Documents

3.1 Definitive Agreement. Following completion of due diligence (or at such earlier time as the parties may mutually agree), the parties shall negotiate in good faith the Definitive Agreement (Stock Purchase Agreement), which shall contain customary representations and warranties of the Company and the Sellers (and, where applicable, of Buyer), covenants (including pre-closing operating covenants, no-shop provisions, access and cooperation covenants, and post-closing covenants), conditions to closing, indemnification provisions (including survival periods, baskets, caps, and other customary limitations on liability), termination provisions, and other terms and conditions consistent with the terms set forth in this LOI and as are customary for transactions of this nature and size. Buyer's counsel, Calderwood & Harkness LLP, shall prepare the initial draft of the Definitive Agreement.

The target date for execution of the Definitive Agreement is March 31, 2026, or such other date as may be mutually agreed by the parties in writing. The parties shall use commercially reasonable efforts to finalize all terms of the Definitive Agreement and the ancillary agreements described in Section 3.2 below on or before such target date.

3.2 Ancillary Agreements. The Definitive Agreement shall be accompanied by, and the Closing shall be conditioned upon the execution and delivery of, the following ancillary agreements (among others):

(a) Escrow Agreement — An escrow agreement among Buyer, the Sellers' Representative, and Northgate Escrow Services LLC, governing the terms and conditions of the Escrow Fund, substantially in the form to be attached to the Definitive Agreement.

(b) Rollover Agreement — A rollover and contribution agreement between Garrett Holliday and Solara Fleet Holdings LLC, setting forth the terms and conditions of Mr. Holliday's equity rollover investment, including the contribution of a portion of his equity consideration in exchange for a membership interest in Solara Fleet Holdings LLC, substantially in the form to be negotiated and attached to the Definitive Agreement.

(c) Stockholder Support Agreements — Stockholder support agreements to be executed by (i) Pinnacle Bluff Ventures LLC, (ii) Garrett Holliday, and (iii) Diana Vasquez-Park, collectively representing approximately eighty-four percent (84.0%) of the fully diluted equity of the Company, pursuant to which each such stockholder will irrevocably commit to vote (or execute a written consent with respect to) all shares of the Company's capital stock owned or controlled by such stockholder in favor of the Transaction and against any Competing Transaction, and will agree to certain customary transfer restrictions, in each case on terms and conditions to be set forth therein.

(d) Restrictive Covenant Agreements — Non-competition and non-solicitation agreements to be executed by each of Garrett Holliday and Diana Vasquez-Park, containing customary post-closing restrictive covenants (including non-competition, non-solicitation of employees and customers, and non-disparagement provisions) for a period of not less than three (3) years following the Closing, on terms and conditions to be set forth therein.

(e) Employment or Consulting Arrangements — Employment agreements, offer letters, or consulting agreements for key members of the Company's management team, as applicable, on terms to be mutually agreed upon by Buyer and such individuals.

(f) Other Documents — Such other certificates, instruments, agreements, and documents as are customary for transactions of this type and as may be reasonably required by Buyer, the Company, or their respective counsel in connection with the Closing.

Section 4: Representations and Warranties Insurance

Buyer intends to obtain a buy-side representations and warranties insurance policy (the "R&W Policy") with respect to the Transaction. The proposed policy limit is Thirty-Five Million Dollars ($35,000,000), representing ten percent (10%) of the Purchase Price, with an estimated premium of approximately One Million Fifty Thousand Dollars ($1,050,000) (calculated at a rate of approximately 3.0% of the policy limit), plus applicable taxes, fees, and broker commissions.

Trident Peak Insurance Brokers Inc. has been engaged by Buyer as the representations and warranties insurance broker, and Atlas Meridian Underwriters Ltd. is the anticipated carrier for the R&W Policy. Buyer reserves the right to engage additional or alternative carriers and to obtain additional layers of coverage as Buyer deems appropriate in its discretion.

The R&W Policy is intended to serve as the primary source of recovery for Buyer with respect to breaches of the Sellers' representations and warranties set forth in the Definitive Agreement, with the Escrow Fund providing additional security. The existence of the R&W Policy is expected to facilitate a more limited indemnification framework in the SPA (subject to customary carve-outs for fraud, willful breach, and certain fundamental representations). The parties shall cooperate in good faith in connection with the R&W insurance underwriting process, including by providing access to diligence materials and management, participating in underwriting calls with the carrier and broker, and executing such non-reliance letters and other documents as may be reasonably required by the insurer. The premium for the R&W Policy shall be the sole responsibility of Buyer.

Section 5: Financing

5.1 Equity Financing. Buyer has obtained commitments from Solara Fund III, LP, a Delaware limited partnership with approximately One Billion Eight Hundred Fifty Million Dollars ($1,850,000,000) in committed capital, to fund equity in an amount of One Hundred Seventy-Five Million Dollars ($175,000,000) to finance the Transaction and to pay related fees and expenses. Buyer will provide the Sellers with a copy of the equity commitment letter (the "Equity Commitment Letter") in connection with the execution of the Definitive Agreement. The Equity Commitment Letter will contain customary terms and conditions, including representations regarding the availability of funds, limited conditions to funding, and enforcement rights for the benefit of the Company as a third-party beneficiary thereof (subject to customary limitations).

5.2 Debt Financing. Buyer has obtained a committed debt financing package in an aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000) in the form of a Senior Secured Credit Facility (the "Credit Facility"), pursuant to a commitment letter dated February 14, 2026 (reference CL-INB-2026-0214) (the "Debt Commitment Letter") from Ironclad National Bank, N.A. (as administrative agent, sole lead arranger, and sole bookrunner) and Ridgeline Commercial Lending Corp. (as co-lender), consisting of:

(a) Term Loan A: One Hundred Twenty-Five Million Dollars ($125,000,000) in aggregate principal amount, with a five (5)-year term, bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 400 basis points per annum, with annual amortization of five percent (5%) of the original principal amount and the balance payable at maturity.

(b) Revolving Credit Facility: Fifty Million Dollars ($50,000,000) in aggregate commitments, with a five (5)-year term, bearing interest at SOFR plus 375 basis points per annum, expected to be undrawn at the Closing.

Buyer shall use its reasonable best efforts to obtain the debt financing on the terms and conditions set forth in the Debt Commitment Letter (or, if alternative financing is obtained, on terms that are not materially less favorable to Buyer in the aggregate). Buyer will provide the Sellers with a copy of the Debt Commitment Letter (subject to customary redactions of fee amounts and certain economic terms) in connection with the execution of the Definitive Agreement.

The closing of the Transaction shall not be subject to a financing condition; provided, however, that the Definitive Agreement shall contain customary provisions regarding the Company's financing cooperation covenants, including the obligation of the Company and its management to cooperate with Buyer and its financing sources in connection with the arrangement of debt financing (including by participating in lender meetings and presentations, providing financial information and projections, assisting with the preparation of marketing materials, and executing customary authorization letters and certificates).

Section 6: Conditions to Closing

The Closing of the Transaction (the "Closing") shall be subject to the satisfaction or waiver (to the extent permitted by applicable law) of customary conditions precedent, including but not limited to the following:

(a) Execution and Delivery of Agreements. Execution and delivery of the Definitive Agreement and all ancillary agreements contemplated thereby by the respective parties thereto.

(b) Accuracy of Representations and Warranties. The representations and warranties of each party set forth in the Definitive Agreement shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality or material adverse effect, in all respects) as of the date of the Definitive Agreement and as of the Closing Date (subject to customary bringdown conditions and exceptions for representations and warranties made as of a specific date).

(c) Performance of Covenants. Each party shall have performed and complied in all material respects with all covenants and obligations required to be performed or complied with by such party under the Definitive Agreement on or prior to the Closing Date.

(d) HSR Act Clearance. Expiration or early termination of the waiting period (and any extension thereof) applicable to the Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder. The parties acknowledge that the Transaction value of $350,000,000 exceeds the applicable notification thresholds under the HSR Act and that HSR filings will be required. The filing fee for the HSR Act notification is estimated at Three Hundred Fifty Thousand Dollars ($350,000) and shall be the sole obligation of Buyer. The parties shall file their respective HSR notifications as promptly as practicable following the execution of the Definitive Agreement and shall cooperate fully in responding to any requests for additional information or documentary material issued by the Federal Trade Commission or the Antitrust Division of the Department of Justice.

(e) No Material Adverse Effect. Since the date of the Definitive Agreement, there shall not have occurred any event, change, occurrence, circumstance, condition, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, operations, financial condition, assets, liabilities, or results of operations of the Company (as such term shall be defined in the Definitive Agreement, with customary exceptions and carve-outs).

(f) Third-Party Consents. Receipt of all required third-party consents, approvals, and waivers, including without limitation the change-of-control consent required under the Company's Strategic Partnership Agreement with TerraLink Logistics, Inc., dated March 15, 2022 (the "TerraLink Agreement"), and any other material consents identified during the due diligence process.

(g) Closing Deliverables. Delivery of customary closing deliverables by each party, including but not limited to: officer's certificates, secretary's certificates, certificates of good standing from the State of Delaware and each other jurisdiction in which the Company is qualified to do business, legal opinions of the Company's counsel, payoff letters with respect to all outstanding indebtedness of the Company, evidence of the termination or release of all liens on the assets of the Company (other than permitted liens), FIRPTA certificates, and such other documents as may be reasonably requested by either party or its counsel.

Section 7: Target Closing Date; Outside Date

The parties shall use commercially reasonable efforts to consummate the Transaction as promptly as practicable following the satisfaction or waiver of all conditions to Closing set forth in the Definitive Agreement. The target Closing Date is April 30, 2026, or such other date as may be mutually agreed upon by the parties in writing (the "Target Closing Date").

In the event that the Closing has not occurred on or before June 30, 2026 (the "Outside Date"), either party may terminate the Definitive Agreement in accordance with the terms thereof, provided that the terminating party is not then in material breach of any of its representations, warranties, covenants, or obligations under the Definitive Agreement. The Outside Date may be extended by mutual written agreement of the parties. The Definitive Agreement will contain customary provisions regarding the rights and obligations of the parties upon termination, including any applicable termination fees or reverse termination fees.

Section 8: Exclusivity

8.1 Exclusivity Period. During the period commencing on the date of this LOI (February 18, 2026) and ending on the date that is sixty (60) days thereafter (April 19, 2026) (the "Exclusivity Period"), the Company and its shareholders, directors, officers, employees, agents, and representatives (including without limitation Hawthorne Kinsey & Alcott LLP, as the Company's legal counsel, and Redstone Arbor Capital LLC, as the Company's financial advisor) shall not, directly or indirectly:

(a) solicit, initiate, facilitate, or encourage (including by way of furnishing non-public information or granting access to any properties, books, or records of the Company) any inquiries, proposals, or offers from any third party relating to any Competing Transaction (as defined in Section 8.2 below);

(b) participate in any discussions or negotiations with, or provide any non-public information or data to, any third party relating to any Competing Transaction, or afford access to the properties, books, records, or personnel of the Company to any third party in connection with any Competing Transaction;

(c) enter into any agreement, arrangement, or understanding (whether binding or non-binding, including any letter of intent, memorandum of understanding, term sheet, or agreement in principle) with any third party with respect to any Competing Transaction; or

(d) otherwise cooperate with, assist, participate in, facilitate, or encourage any effort or attempt by any third party to effect a Competing Transaction.

8.2 Definition of Competing Transaction. For purposes of this LOI, "Competing Transaction" means any merger, consolidation, stock purchase, asset purchase, tender offer, exchange offer, recapitalization, restructuring, joint venture, strategic alliance, licensing arrangement, or other business combination or transaction involving the Company or any material portion of its assets (whether by way of sale, transfer, exclusive license, or otherwise) or equity securities, other than the Transaction contemplated by this LOI.

8.3 Notification. The Company shall promptly (and in any event within two (2) business days) notify Buyer in writing of the receipt of any inquiry, proposal, or offer (whether written or oral) relating to a Competing Transaction, including the identity of the party making such inquiry, proposal, or offer and the material terms and conditions thereof. The Company shall keep Buyer reasonably informed of the status and details of any such inquiry, proposal, or offer.

8.4 Binding Nature. The provisions of this Section 8 are intended to be, and shall constitute, legally binding obligations of the parties and shall survive the execution and delivery of this LOI. Any breach of this Section 8 by the Company shall entitle Buyer to seek specific performance, injunctive relief, and/or monetary damages (including the right to retain the Exclusivity Deposit as set forth in Section 9 below), in each case in addition to all other remedies available at law or in equity.

Section 9: Exclusivity Deposit

Within five (5) business days following the execution of this LOI (i.e., on or before February 25, 2026), Buyer shall deposit Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Exclusivity Deposit") into an escrow account with Northgate Escrow Services LLC, located at 100 Summer Street, Suite 800, Boston, Massachusetts 02110 (the "Deposit Escrow Agent").

The Exclusivity Deposit shall be refundable to Buyer in the event that the Transaction does not close for any reason, except in the case of Buyer's willful breach of this LOI or the Definitive Agreement. In the event of Buyer's willful breach of this LOI or the Definitive Agreement that directly causes the Transaction not to close, the Exclusivity Deposit shall be released to the Company as liquidated damages, and the parties acknowledge and agree that the amount of the Exclusivity Deposit represents a reasonable estimate of the damages that the Company would suffer as a result of such willful breach and that the actual damages would be difficult or impossible to ascertain. In the event that the Transaction closes, the Exclusivity Deposit shall be credited against, and applied as a reduction to, the Purchase Price payable at the Closing.

The specific terms and conditions governing the Exclusivity Deposit, including investment provisions, claim procedures, and the duties and compensation of the Deposit Escrow Agent, shall be set forth in a brief escrow letter agreement among Buyer, the Company, and Northgate Escrow Services LLC, to be executed promptly following the execution of this LOI.

The provisions of this Section 9 are intended to be, and shall constitute, legally binding obligations of the parties.

Section 10: Confidentiality

The existence of this LOI and the terms hereof, as well as all information exchanged among the parties (and their respective representatives) in connection with the Transaction, shall be treated as confidential in accordance with the terms and conditions of the Mutual Non-Disclosure Agreement dated January 8, 2026 between Solara Digital Infrastructure LP and Meridian FleetWorks, Inc. (the "NDA"), which remains in full force and effect and the terms of which are hereby incorporated by reference. In the event of any conflict between the terms of this LOI and the terms of the NDA, the more restrictive provision shall control.

Neither party shall, and each party shall cause its respective directors, officers, employees, agents, advisors, and representatives not to, make any public announcement or disclosure regarding this LOI or the Transaction (including the existence of negotiations between the parties) without the prior written consent of the other party, except as may be required by applicable law, regulation, or order of any court or governmental authority of competent jurisdiction, in which case the disclosing party shall provide the other party with prompt prior written notice of such disclosure (to the extent legally permissible) and shall cooperate with the other party to minimize the scope and content of such disclosure.

The provisions of this Section 10 are intended to be, and shall constitute, legally binding obligations of the parties and shall survive the execution and delivery of this LOI and any termination or expiration hereof.

Section 11: Expense Reimbursement

Each party shall bear its own costs and expenses incurred in connection with the Transaction, including the fees and expenses of its respective legal, financial, accounting, tax, and other advisors, whether or not the Transaction is consummated.

Notwithstanding the foregoing, in the event that Buyer terminates the Transaction without cause (as such term shall be defined in the Definitive Agreement, but which, for purposes of this LOI, shall mean a termination by Buyer for any reason other than (i) a material breach by the Company of its obligations under this LOI or the Definitive Agreement, (ii) the occurrence of a material adverse effect with respect to the Company, or (iii) the failure of a condition to Closing that is not within Buyer's control) prior to the execution of the Definitive Agreement, Buyer shall reimburse the Company for its reasonable, documented, out-of-pocket transaction expenses incurred through the date of such termination, up to a maximum of Seven Hundred Fifty Thousand Dollars ($750,000) (the "Expense Reimbursement Cap"). Such reimbursement shall be payable by wire transfer of immediately available funds within thirty (30) days following the Company's delivery to Buyer of a written statement setting forth the amount and nature of such expenses, together with reasonable supporting documentation.

For the avoidance of doubt, the filing fee for the HSR Act notification (estimated at $350,000 based on the current fee schedule published by the Federal Trade Commission) shall be the sole obligation of Buyer and shall not be subject to the Expense Reimbursement Cap or otherwise shared with the Company.

The provisions of this Section 11 are intended to be, and shall constitute, legally binding obligations of the parties.

Section 12: Non-Binding Nature; Binding Provisions

12.1 Non-Binding Provisions. Except as expressly provided in Section 12.2 below, this LOI is not intended to create, and shall not be deemed to create, any legally binding obligation on either party with respect to the Transaction. The parties' respective rights and obligations with respect to the Transaction shall arise only upon the execution and delivery of the Definitive Agreement and the ancillary agreements contemplated thereby. No party shall have any liability to the other party arising out of or in connection with the non-binding provisions of this LOI, whether based on contract, tort, strict liability, or any other theory of liability, except as otherwise provided in the binding provisions set forth in Section 12.2.

12.2 Binding Provisions. Notwithstanding Section 12.1, the following provisions of this LOI are intended to be, and shall be, legally binding upon the parties and enforceable in accordance with their terms:

(a) Section 8 (Exclusivity);

(b) Section 9 (Exclusivity Deposit);

(d) Section 11 (Expense Reimbursement);

(e) This Section 12 (Non-Binding Nature; Binding Provisions);

(f) Section 13 (Governing Law and Dispute Resolution); and

(g) Section 14 (General Provisions).

Section 13: Governing Law and Dispute Resolution

This LOI, and any claims, controversies, disputes, or causes of action (whether in contract, tort, or otherwise) arising out of, relating to, or in connection herewith, or the negotiation, execution, or performance hereof, 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 laws 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.

Any dispute, controversy, or claim arising out of or relating to the binding provisions of this LOI, or the breach, termination, or validity thereof, shall be subject 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, any state or federal court located in the City of Wilmington, New Castle County, Delaware). Each party hereby irrevocably and unconditionally (a) consents and submits to the personal jurisdiction and venue of such courts for purposes of any such proceeding, (b) waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any such court, and (c) waives and agrees not to plead or claim in any such court that any such proceeding brought in any such court has been brought in an inconvenient forum.

The provisions of this Section 13 are intended to be, and shall constitute, legally binding obligations of the parties.

Section 14: General Provisions

14.1 Assignment. Neither party may assign, delegate, or transfer any of its rights or obligations under this LOI without the prior written consent of the other party, and any attempted assignment without such consent shall be null and void; provided, however, that Buyer may assign its rights and obligations hereunder to any affiliate of Buyer, including Solara Fleet Holdings LLC (once formed) or any other entity directly or indirectly controlled by Solara Fund III, LP, without the Company's prior written consent, provided that Buyer shall remain jointly and severally liable for all of its obligations hereunder following any such assignment.

14.2 Entire Agreement. This LOI, together with the Mutual Non-Disclosure Agreement dated January 8, 2026 between Solara Digital Infrastructure LP and Meridian FleetWorks, Inc., constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, communications, and agreements (whether written or oral) between the parties or any of their respective representatives relating to the subject matter hereof. No representations, warranties, promises, or inducements have been made by either party concerning the subject matter hereof that are not contained in this LOI or the NDA.

14.3 Amendments. This LOI may not be amended, modified, supplemented, or waived except by a written instrument duly executed by each of the parties hereto. No failure or delay by either party in exercising any right, power, or privilege under this LOI shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

14.4 Counterparts. This LOI may be executed in one or more counterparts (including by facsimile or electronic transmission in portable document format (PDF)), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this LOI by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart.

14.5 No Third-Party Beneficiaries. This LOI is not intended to, and shall not, confer upon any person or entity other than the parties hereto (and their respective successors and permitted assigns) any rights, benefits, remedies, obligations, or liabilities of any nature whatsoever under or by reason of this LOI.

14.6 Termination of LOI. Unless earlier terminated by mutual written agreement of the parties, the non-binding provisions of this LOI shall terminate automatically upon the earliest of: (a) the execution and delivery of the Definitive Agreement by the parties thereto; (b) the expiration of the Exclusivity Period (April 19, 2026) without the execution of the Definitive Agreement, unless the Exclusivity Period has been extended by mutual written agreement; or (c) written notice of termination delivered by either party to the other party in accordance with Section 14.7 below. The binding provisions of this LOI shall survive any termination or expiration of the non-binding provisions of this LOI in accordance with their respective terms.

14.7 Notices. All notices, requests, demands, consents, and other communications required or permitted under this LOI shall be in writing and shall be deemed duly given and received: (a) when delivered personally; (b) one (1) business day after being sent by nationally recognized overnight courier service (with tracking capability and proof of delivery); or (c) when transmitted by email (with confirmation of receipt by the recipient, including by reply email, read receipt, or other reasonable evidence of delivery), in each case addressed as follows:

If to Buyer:

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

Attention: Viktor Sorensen, Managing Partner

Email: vsorensen@solaradigital.com

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

Claire Nakamura, Partner and Head of Software Investing Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, Delaware 19801

Email: cnakamura@solaradigital.com

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

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

Attention: James Prentice, Esq.

Email: jprentice@calderwoodharkness.com

If to the Company:

Meridian FleetWorks, Inc. 8750 Westpark Drive, Suite 600 McLean, Virginia 22102

Attention: Garrett Holliday, Chief Executive Officer

Email: gholliday@meridianfleetworks.com

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

Hawthorne Kinsey & Alcott LLP 1900 K Street NW, Suite 1100 Washington, D.C. 20006

Attention: Rachel Greenwald, Esq.

Email: rgreenwald@hkalawfirm.com

Either party may change its address for notices by providing written notice to the other party in accordance with this Section 14.7.

If the foregoing accurately reflects your understanding of the principal terms of the proposed Transaction, please indicate your acceptance by signing and returning a copy of this Letter to the undersigned. This LOI shall become effective upon execution and delivery by both parties.

We look forward to working with you and your team to bring this Transaction to a successful conclusion.

Very truly yours,

SOLARA DIGITAL INFRASTRUCTURE LP

By: Solara Digital Infrastructure GP LLC, its General Partner

By: ________

Name: Viktor Sorensen

Title: Managing Partner

Date: February 18, 2026

ACCEPTED AND AGREED:

MERIDIAN FLEETWORKS, INC.

By: ________

Name: Garrett Holliday

Title: Co-Founder and Chief Executive Officer

Date: February 18, 2026

Reference: LOI-MFW-2026-0218

LETTER OF INTENT
Reference No. LOI-MFW-2026-0218
EXECUTION VERSION
February 18, 2026
Board of Directors Meridian FleetWorks, Inc. 8750 Westpark Drive, Suite 600 McLean, Virginia 22102
Attention: Garrett Holliday, Chief Executive Officer
Ladies and Gentlemen:
Solara Digital Infrastructure LP ("Buyer" or "Solara"), a Delaware limited partnership, with offices at 1200 Market Street, Suite 2400, Wilmington, Delaware 19801, and/or one or more of its affiliates (including a newly formed acquisition vehicle to be designated prior to the execution of the Definitive Agreement (as defined below)), is pleased to submit this Letter of Intent ("LOI" or this "Letter") setting forth the principal terms and conditions upon which Buyer proposes to acquire all of the issued and outstanding capital stock of Meridian FleetWorks, Inc. ("MFW" or the "Company"), a Delaware corporation.
As background, Buyer received the Confidential Information Memorandum prepared by Redstone Arbor Capital LLC on behalf of the Company on January 8, 2026 (the "CIM"). On that same date, Buyer and the Company executed that certain Mutual Non-Disclosure Agreement dated January 8, 2026 (the "NDA"). On January 22, 2026, Buyer submitted an initial indication of interest setting forth a proposed valuation range of Three Hundred Twenty Million Dollars ($320,000,000) to Three Hundred Seventy Million Dollars ($370,000,000) for the acquisition of the Company. Following the Company's evaluation of preliminary indications of interest received in connection with its sale process, Buyer was selected to advance to Phase 2 of the process and was granted access to the Company's virtual data room on February 3, 2026 (hosted on Thackeray Solutions under the project name "Project Trident"). Since that date, Buyer and its advisors have conducted extensive preliminary due diligence on the Company and its business, operations, financial condition, and prospects.
This LOI reflects the parties' mutual understanding of the principal terms of the proposed Transaction (as defined below), subject to the binding and non-binding provisions set forth herein. Except as expressly provided in Section 12.2 below, this LOI does not constitute a binding commitment by either party to consummate the Transaction.
The principal terms and conditions of the proposed Transaction are as follows:
Section 1: The Transaction
1.1 Structure. The proposed transaction (the "Transaction") will be structured as a stock purchase whereby Buyer (or its designated affiliate, anticipated to be a newly formed Delaware limited liability company to be organized under the laws of the State of Delaware and named "Solara Fleet Holdings LLC") will acquire one hundred percent (100%) of the issued and outstanding shares of (a) common stock, par value $0.001 per share, and (b) Series A Preferred Stock, par value $0.001 per share, of the Company from all holders thereof (collectively, the "Sellers"). The Transaction is intended to result in the acquisition by Buyer of all of the equity interests in the Company, such that the Company will become a direct or indirect wholly-owned subsidiary of Buyer following the Closing (as defined below).
All outstanding options to purchase shares of the Company's common stock under the Company's 2016 Stock Incentive Plan (the "Stock Plan") will be cancelled and converted at the Closing into the right to receive cash consideration equal to the excess, if any, of the Per-Share Price (as defined below) over the applicable exercise price of such option, net of applicable withholding taxes, in the manner described more fully in Section 1.5 below.
The Transaction will be documented in a definitive Stock Purchase Agreement (the "Definitive Agreement" or "SPA") and related ancillary agreements, to be negotiated in good faith by the parties and their respective counsel. The Definitive Agreement shall contain terms and conditions consistent with those set forth in this LOI and otherwise customary for transactions of this nature and size.
1.2 Purchase Price. The aggregate purchase price for one hundred percent (100%) of the capital stock of the Company shall be Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price"), payable in cash at the Closing, subject to the adjustments described in Section 1.3 below and the Rollover described in Section 1.4 below.
The Purchase Price is on a cash-free, debt-free basis, meaning that the Company shall have no indebtedness (as to be defined in the SPA) at Closing and Buyer shall not receive the benefit of any cash or cash equivalents of the Company at Closing, in each case subject to customary adjustments as described herein. For the avoidance of doubt, the cash-free, debt-free convention is intended to establish a mechanism whereby the aggregate consideration payable in connection with the Transaction is adjusted upward for cash and downward for indebtedness and unpaid transaction expenses, such that the Purchase Price reflects the enterprise value of the Company.
Based on 10,000,000 fully diluted shares of the Company (comprising 7,850,000 shares of common stock, 1,500,000 shares of Series A Preferred Stock (on an as-converted basis), and 650,000 shares subject to outstanding options under the Stock Plan), the implied per-share price shall be Thirty-Five Dollars ($35.00) per share (the "Per-Share Price").
1.3 Purchase Price Adjustments. The Purchase Price shall be subject to customary adjustments at Closing (and a post-closing true-up within ninety (90) days following the Closing Date) for the following items:
(a) Net Working Capital. The SPA shall include a net working capital adjustment mechanism. The target net working capital shall be Five Million Eight Hundred Thousand Dollars ($5,800,000) (the "Target NWC"), calculated based on the trailing twelve-month average as of December 31, 2025, using a methodology and defined components (including specific line items constituting current assets and current liabilities) to be agreed upon by the parties during the negotiation of the SPA and set forth in a schedule thereto. In the event that the Closing NWC (the net working capital of the Company as of immediately prior to Closing, calculated using the same methodology) exceeds the Target NWC, the Purchase Price shall be increased on a dollar-for-dollar basis by the amount of such excess. In the event that the Closing NWC is less than the Target NWC, the Purchase Price shall be decreased on a dollar-for-dollar basis by the amount of such shortfall. The SPA shall include customary provisions for the estimation of Closing NWC at or prior to Closing, the preparation by Buyer of a post-closing statement of Closing NWC, a review and dispute resolution mechanism (including the engagement of an independent accounting firm to resolve any disputes), and the settlement of any resulting adjustment payment.
(b) Cash. The Purchase Price shall be adjusted upward by the amount of cash and cash equivalents of the Company as of immediately prior to the Closing, as determined in accordance with the methodology to be set forth in the SPA. The definition of "cash and cash equivalents" shall be consistent with generally accepted accounting principles and shall include demand deposits, money market accounts, and short-term, highly liquid investments with original maturities of three months or less.
(c) Indebtedness. The Purchase Price shall be adjusted downward by the amount of all indebtedness of the Company outstanding as of immediately prior to the Closing, as determined in accordance with the methodology to be set forth in the SPA. The definition of "indebtedness" shall include, without limitation, all outstanding borrowings under the Company's existing credit facility with Sentinel Commerce Bank, N.A. (currently approximately Four Million Two Hundred Thousand Dollars ($4,200,000)), all capitalized lease obligations, all deferred purchase price obligations, any accrued but unpaid interest, any prepayment premiums, penalties, or breakage costs, and such other items as are customarily included in the definition of indebtedness for transactions of this type. All indebtedness shall be repaid in full at or prior to the Closing, and the Company shall deliver, or cause to be delivered, customary payoff letters with respect to all outstanding indebtedness.
(d) Transaction Expenses. The Purchase Price shall be adjusted downward by the amount of all unpaid transaction expenses of the Company incurred in connection with the Transaction (the "Company Transaction Expenses"), to the extent not paid prior to the Closing. Company Transaction Expenses shall include, without limitation, all fees, costs, and expenses of the Company's legal counsel (Hawthorne Kinsey & Alcott LLP), financial advisor (Redstone Arbor Capital LLC, including the success fee payable thereunder), accountants, and other advisors, as well as any change-of-control payments, bonuses, severance payments, or other compensatory payments triggered by the consummation of the Transaction. The aggregate amount of Company Transaction Expenses is currently estimated at approximately Twelve Million Dollars ($12,000,000), inclusive of the success fee payable to Redstone Arbor Capital LLC.
1.4 Equity Rollover. Garrett Holliday, Co-Founder and Chief Executive Officer of the Company, shall contribute a portion of his equity consideration with a value of approximately Twenty-Five Million Dollars ($25,000,000) (representing approximately 7.14% of the Purchase Price) (the "Rollover Amount") into Buyer's acquisition vehicle (Solara Fleet Holdings LLC) in exchange for a membership interest therein. The specific terms and conditions of the equity rollover, including the nature, amount, and class of the membership interest to be issued to Mr. Holliday, the rights and obligations associated therewith, applicable vesting or forfeiture provisions (if any), tag-along and drag-along rights, distribution preferences, governance rights, and other customary provisions, shall be set forth in a separate Rollover Agreement to be negotiated and executed concurrently with the SPA. Mr. Holliday's participation in the equity rollover is a material inducement to Buyer's willingness to enter into this LOI and consummate the Transaction.
As a result of the Rollover, the net cash payable to the Sellers at Closing (before application of the Purchase Price adjustments described in Section 1.3 above) shall be approximately Three Hundred Twenty-Five Million Dollars ($325,000,000) (i.e., the Purchase Price of $350,000,000 minus the Rollover Amount of $25,000,000).
1.5 Treatment of Options. All outstanding options under the Company's 2016 Stock Incentive Plan (covering 650,000 shares in the aggregate, with a weighted-average exercise price of $8.50 per share, of which 480,000 are vested and 170,000 are unvested as of the date hereof) shall be cancelled at the Closing. Each holder of a cancelled option shall receive a cash payment equal to the product of (a) the Per-Share Price ($35.00) minus the applicable per-share exercise price of such option, multiplied by (b) the number of shares of Company common stock subject to such option (whether vested or unvested), less applicable federal, state, and local tax withholdings and any applicable employment tax obligations. For the avoidance of doubt, unvested options shall be treated as fully vested immediately prior to the Closing for purposes of calculating the cash consideration payable to option holders, and the accelerated vesting of such unvested options shall be deemed to occur automatically upon the Closing without any further action required by the Company or the option holder.
Based on the information provided by the Company, the aggregate net proceeds payable to option holders (before applicable tax withholdings) is estimated at approximately Seventeen Million Two Hundred Twenty-Five Thousand Dollars ($17,225,000), calculated as the aggregate spread of $26.50 per share (i.e., $35.00 minus the weighted-average exercise price of $8.50) multiplied by 650,000 shares. The aggregate exercise price offset is estimated at approximately Five Million Five Hundred Twenty-Five Thousand Dollars ($5,525,000).
The SPA will include customary provisions regarding the Company's obligation to take all actions necessary to effect the foregoing option treatment, including adopting any required board and stockholder resolutions, amending the Stock Plan to the extent necessary, obtaining any required consents from option holders, and delivering customary option cancellation and release agreements to each option holder.
1.6 Escrow. At the Closing, an amount equal to Seventeen Million Five Hundred Thousand Dollars ($17,500,000), representing five percent (5%) of the Purchase Price (the "Escrow Fund"), shall be withheld from the cash consideration otherwise payable to the Sellers and deposited into an escrow account with Northgate Escrow Services LLC (the "Escrow Agent"), to serve as security for the Sellers' indemnification obligations under the SPA.
The Escrow Fund shall be held for a period of eighteen (18) months following the Closing Date (the "Escrow Period"), subject to any pending and unresolved claims made during such period. At the expiration of the Escrow Period, the remaining balance of the Escrow Fund (net of any amounts retained to satisfy pending and unresolved claims) shall be released to the Sellers (or their designated Sellers' Representative) in accordance with the terms and conditions of the escrow agreement. The specific terms and conditions governing the Escrow Fund, including investment of escrowed funds, procedures for the submission and resolution of claims, distributions of escrow amounts, and the duties, responsibilities, and compensation of the Escrow Agent, will be set forth in an escrow agreement to be entered into among Buyer, the Sellers' Representative (to be designated in the SPA), and the Escrow Agent at Closing.
Section 2: Due Diligence
2.1 Scope and Access. The Company shall provide Buyer and its representatives (including Buyer's legal counsel, Calderwood & Harkness LLP, financial advisor, Cobalt Ridge Partners LLC, quality of earnings advisor, Whitmore Sandoval Group LLC, and such other advisors as Buyer may reasonably engage from time to time) with full and complete access to the Company's books and records, properties, facilities, contracts, agreements, permits, licenses, intellectual property, information technology systems, employees, customers, vendors, suppliers, and other information as reasonably requested by Buyer for purposes of conducting confirmatory due diligence on the Company and its business, operations, financial condition, assets, liabilities, prospects, and other matters relevant to the Transaction.
Such access shall continue to be facilitated through the virtual data room (Thackeray Solutions, Project Trident), and through in-person site visits, management presentations, and telephonic or video conference management meetings, in each case at such times and upon such terms as are mutually agreeable to the parties. The Company shall cause its officers, directors, employees, accountants, legal counsel, and other representatives to cooperate fully with Buyer and its representatives in connection with Buyer's due diligence review, including by responding promptly to information requests, making management available for meetings and calls, and populating the virtual data room with requested materials in a timely manner.
2.2 Diligence Completion Deadline. Buyer shall use commercially reasonable efforts to complete its confirmatory due diligence review on or before March 15, 2026 (the "Diligence Deadline"). The Diligence Deadline may be extended by mutual written agreement of the parties. The parties acknowledge that the scope and results of Buyer's diligence review may affect the terms of the Definitive Agreement, including the scope and specificity of representations and warranties, the nature and extent of indemnification provisions and liability limitations, conditions to Closing, and such other provisions as are appropriate in light of the diligence findings.
Nothing in this Section 2 shall be construed to obligate Buyer to consummate the Transaction or to execute the Definitive Agreement, regardless of the results of its due diligence review. Buyer's right to determine, in its sole discretion, whether the results of its due diligence review are satisfactory shall be preserved in all respects, subject only to Buyer's obligations under the binding provisions of this LOI.
Section 3: Definitive Agreement and Ancillary Documents
3.1 Definitive Agreement. Following completion of due diligence (or at such earlier time as the parties may mutually agree), the parties shall negotiate in good faith the Definitive Agreement (Stock Purchase Agreement), which shall contain customary representations and warranties of the Company and the Sellers (and, where applicable, of Buyer), covenants (including pre-closing operating covenants, no-shop provisions, access and cooperation covenants, and post-closing covenants), conditions to closing, indemnification provisions (including survival periods, baskets, caps, and other customary limitations on liability), termination provisions, and other terms and conditions consistent with the terms set forth in this LOI and as are customary for transactions of this nature and size. Buyer's counsel, Calderwood & Harkness LLP, shall prepare the initial draft of the Definitive Agreement.
The target date for execution of the Definitive Agreement is March 31, 2026, or such other date as may be mutually agreed by the parties in writing. The parties shall use commercially reasonable efforts to finalize all terms of the Definitive Agreement and the ancillary agreements described in Section 3.2 below on or before such target date.
3.2 Ancillary Agreements. The Definitive Agreement shall be accompanied by, and the Closing shall be conditioned upon the execution and delivery of, the following ancillary agreements (among others):
(a) Escrow Agreement — An escrow agreement among Buyer, the Sellers' Representative, and Northgate Escrow Services LLC, governing the terms and conditions of the Escrow Fund, substantially in the form to be attached to the Definitive Agreement.
(b) Rollover Agreement — A rollover and contribution agreement between Garrett Holliday and Solara Fleet Holdings LLC, setting forth the terms and conditions of Mr. Holliday's equity rollover investment, including the contribution of a portion of his equity consideration in exchange for a membership interest in Solara Fleet Holdings LLC, substantially in the form to be negotiated and attached to the Definitive Agreement.
(c) Stockholder Support Agreements — Stockholder support agreements to be executed by (i) Pinnacle Bluff Ventures LLC, (ii) Garrett Holliday, and (iii) Diana Vasquez-Park, collectively representing approximately eighty-four percent (84.0%) of the fully diluted equity of the Company, pursuant to which each such stockholder will irrevocably commit to vote (or execute a written consent with respect to) all shares of the Company's capital stock owned or controlled by such stockholder in favor of the Transaction and against any Competing Transaction, and will agree to certain customary transfer restrictions, in each case on terms and conditions to be set forth therein.
(d) Restrictive Covenant Agreements — Non-competition and non-solicitation agreements to be executed by each of Garrett Holliday and Diana Vasquez-Park, containing customary post-closing restrictive covenants (including non-competition, non-solicitation of employees and customers, and non-disparagement provisions) for a period of not less than three (3) years following the Closing, on terms and conditions to be set forth therein.
(e) Employment or Consulting Arrangements — Employment agreements, offer letters, or consulting agreements for key members of the Company's management team, as applicable, on terms to be mutually agreed upon by Buyer and such individuals.
(f) Other Documents — Such other certificates, instruments, agreements, and documents as are customary for transactions of this type and as may be reasonably required by Buyer, the Company, or their respective counsel in connection with the Closing.
Section 4: Representations and Warranties Insurance
Buyer intends to obtain a buy-side representations and warranties insurance policy (the "R&W Policy") with respect to the Transaction. The proposed policy limit is Thirty-Five Million Dollars ($35,000,000), representing ten percent (10%) of the Purchase Price, with an estimated premium of approximately One Million Fifty Thousand Dollars ($1,050,000) (calculated at a rate of approximately 3.0% of the policy limit), plus applicable taxes, fees, and broker commissions.
Trident Peak Insurance Brokers Inc. has been engaged by Buyer as the representations and warranties insurance broker, and Atlas Meridian Underwriters Ltd. is the anticipated carrier for the R&W Policy. Buyer reserves the right to engage additional or alternative carriers and to obtain additional layers of coverage as Buyer deems appropriate in its discretion.
The R&W Policy is intended to serve as the primary source of recovery for Buyer with respect to breaches of the Sellers' representations and warranties set forth in the Definitive Agreement, with the Escrow Fund providing additional security. The existence of the R&W Policy is expected to facilitate a more limited indemnification framework in the SPA (subject to customary carve-outs for fraud, willful breach, and certain fundamental representations). The parties shall cooperate in good faith in connection with the R&W insurance underwriting process, including by providing access to diligence materials and management, participating in underwriting calls with the carrier and broker, and executing such non-reliance letters and other documents as may be reasonably required by the insurer. The premium for the R&W Policy shall be the sole responsibility of Buyer.
Section 5: Financing
5.1 Equity Financing. Buyer has obtained commitments from Solara Fund III, LP, a Delaware limited partnership with approximately One Billion Eight Hundred Fifty Million Dollars ($1,850,000,000) in committed capital, to fund equity in an amount of One Hundred Seventy-Five Million Dollars ($175,000,000) to finance the Transaction and to pay related fees and expenses. Buyer will provide the Sellers with a copy of the equity commitment letter (the "Equity Commitment Letter") in connection with the execution of the Definitive Agreement. The Equity Commitment Letter will contain customary terms and conditions, including representations regarding the availability of funds, limited conditions to funding, and enforcement rights for the benefit of the Company as a third-party beneficiary thereof (subject to customary limitations).
5.2 Debt Financing. Buyer has obtained a committed debt financing package in an aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000) in the form of a Senior Secured Credit Facility (the "Credit Facility"), pursuant to a commitment letter dated February 14, 2026 (reference CL-INB-2026-0214) (the "Debt Commitment Letter") from Ironclad National Bank, N.A. (as administrative agent, sole lead arranger, and sole bookrunner) and Ridgeline Commercial Lending Corp. (as co-lender), consisting of:
(a) Term Loan A: One Hundred Twenty-Five Million Dollars ($125,000,000) in aggregate principal amount, with a five (5)-year term, bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 400 basis points per annum, with annual amortization of five percent (5%) of the original principal amount and the balance payable at maturity.
(b) Revolving Credit Facility: Fifty Million Dollars ($50,000,000) in aggregate commitments, with a five (5)-year term, bearing interest at SOFR plus 375 basis points per annum, expected to be undrawn at the Closing.
Buyer shall use its reasonable best efforts to obtain the debt financing on the terms and conditions set forth in the Debt Commitment Letter (or, if alternative financing is obtained, on terms that are not materially less favorable to Buyer in the aggregate). Buyer will provide the Sellers with a copy of the Debt Commitment Letter (subject to customary redactions of fee amounts and certain economic terms) in connection with the execution of the Definitive Agreement.
The closing of the Transaction shall not be subject to a financing condition; provided, however, that the Definitive Agreement shall contain customary provisions regarding the Company's financing cooperation covenants, including the obligation of the Company and its management to cooperate with Buyer and its financing sources in connection with the arrangement of debt financing (including by participating in lender meetings and presentations, providing financial information and projections, assisting with the preparation of marketing materials, and executing customary authorization letters and certificates).
Section 6: Conditions to Closing
The Closing of the Transaction (the "Closing") shall be subject to the satisfaction or waiver (to the extent permitted by applicable law) of customary conditions precedent, including but not limited to the following:
(a) Execution and Delivery of Agreements. Execution and delivery of the Definitive Agreement and all ancillary agreements contemplated thereby by the respective parties thereto.
(b) Accuracy of Representations and Warranties. The representations and warranties of each party set forth in the Definitive Agreement shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality or material adverse effect, in all respects) as of the date of the Definitive Agreement and as of the Closing Date (subject to customary bringdown conditions and exceptions for representations and warranties made as of a specific date).
(c) Performance of Covenants. Each party shall have performed and complied in all material respects with all covenants and obligations required to be performed or complied with by such party under the Definitive Agreement on or prior to the Closing Date.
(d) HSR Act Clearance. Expiration or early termination of the waiting period (and any extension thereof) applicable to the Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder. The parties acknowledge that the Transaction value of $350,000,000 exceeds the applicable notification thresholds under the HSR Act and that HSR filings will be required. The filing fee for the HSR Act notification is estimated at Three Hundred Fifty Thousand Dollars ($350,000) and shall be the sole obligation of Buyer. The parties shall file their respective HSR notifications as promptly as practicable following the execution of the Definitive Agreement and shall cooperate fully in responding to any requests for additional information or documentary material issued by the Federal Trade Commission or the Antitrust Division of the Department of Justice.
(e) No Material Adverse Effect. Since the date of the Definitive Agreement, there shall not have occurred any event, change, occurrence, circumstance, condition, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, operations, financial condition, assets, liabilities, or results of operations of the Company (as such term shall be defined in the Definitive Agreement, with customary exceptions and carve-outs).
(f) Third-Party Consents. Receipt of all required third-party consents, approvals, and waivers, including without limitation the change-of-control consent required under the Company's Strategic Partnership Agreement with TerraLink Logistics, Inc., dated March 15, 2022 (the "TerraLink Agreement"), and any other material consents identified during the due diligence process.
(g) Closing Deliverables. Delivery of customary closing deliverables by each party, including but not limited to: officer's certificates, secretary's certificates, certificates of good standing from the State of Delaware and each other jurisdiction in which the Company is qualified to do business, legal opinions of the Company's counsel, payoff letters with respect to all outstanding indebtedness of the Company, evidence of the termination or release of all liens on the assets of the Company (other than permitted liens), FIRPTA certificates, and such other documents as may be reasonably requested by either party or its counsel.
Section 7: Target Closing Date; Outside Date
The parties shall use commercially reasonable efforts to consummate the Transaction as promptly as practicable following the satisfaction or waiver of all conditions to Closing set forth in the Definitive Agreement. The target Closing Date is April 30, 2026, or such other date as may be mutually agreed upon by the parties in writing (the "Target Closing Date").
In the event that the Closing has not occurred on or before June 30, 2026 (the "Outside Date"), either party may terminate the Definitive Agreement in accordance with the terms thereof, provided that the terminating party is not then in material breach of any of its representations, warranties, covenants, or obligations under the Definitive Agreement. The Outside Date may be extended by mutual written agreement of the parties. The Definitive Agreement will contain customary provisions regarding the rights and obligations of the parties upon termination, including any applicable termination fees or reverse termination fees.
Section 8: Exclusivity
8.1 Exclusivity Period. During the period commencing on the date of this LOI (February 18, 2026) and ending on the date that is sixty (60) days thereafter (April 19, 2026) (the "Exclusivity Period"), the Company and its shareholders, directors, officers, employees, agents, and representatives (including without limitation Hawthorne Kinsey & Alcott LLP, as the Company's legal counsel, and Redstone Arbor Capital LLC, as the Company's financial advisor) shall not, directly or indirectly:
(a) solicit, initiate, facilitate, or encourage (including by way of furnishing non-public information or granting access to any properties, books, or records of the Company) any inquiries, proposals, or offers from any third party relating to any Competing Transaction (as defined in Section 8.2 below);
(b) participate in any discussions or negotiations with, or provide any non-public information or data to, any third party relating to any Competing Transaction, or afford access to the properties, books, records, or personnel of the Company to any third party in connection with any Competing Transaction;
(c) enter into any agreement, arrangement, or understanding (whether binding or non-binding, including any letter of intent, memorandum of understanding, term sheet, or agreement in principle) with any third party with respect to any Competing Transaction; or
(d) otherwise cooperate with, assist, participate in, facilitate, or encourage any effort or attempt by any third party to effect a Competing Transaction.
8.2 Definition of Competing Transaction. For purposes of this LOI, "Competing Transaction" means any merger, consolidation, stock purchase, asset purchase, tender offer, exchange offer, recapitalization, restructuring, joint venture, strategic alliance, licensing arrangement, or other business combination or transaction involving the Company or any material portion of its assets (whether by way of sale, transfer, exclusive license, or otherwise) or equity securities, other than the Transaction contemplated by this LOI.
8.3 Notification. The Company shall promptly (and in any event within two (2) business days) notify Buyer in writing of the receipt of any inquiry, proposal, or offer (whether written or oral) relating to a Competing Transaction, including the identity of the party making such inquiry, proposal, or offer and the material terms and conditions thereof. The Company shall keep Buyer reasonably informed of the status and details of any such inquiry, proposal, or offer.
8.4 Binding Nature. The provisions of this Section 8 are intended to be, and shall constitute, legally binding obligations of the parties and shall survive the execution and delivery of this LOI. Any breach of this Section 8 by the Company shall entitle Buyer to seek specific performance, injunctive relief, and/or monetary damages (including the right to retain the Exclusivity Deposit as set forth in Section 9 below), in each case in addition to all other remedies available at law or in equity.
Section 9: Exclusivity Deposit
Within five (5) business days following the execution of this LOI (i.e., on or before February 25, 2026), Buyer shall deposit Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Exclusivity Deposit") into an escrow account with Northgate Escrow Services LLC, located at 100 Summer Street, Suite 800, Boston, Massachusetts 02110 (the "Deposit Escrow Agent").
The Exclusivity Deposit shall be refundable to Buyer in the event that the Transaction does not close for any reason, except in the case of Buyer's willful breach of this LOI or the Definitive Agreement. In the event of Buyer's willful breach of this LOI or the Definitive Agreement that directly causes the Transaction not to close, the Exclusivity Deposit shall be released to the Company as liquidated damages, and the parties acknowledge and agree that the amount of the Exclusivity Deposit represents a reasonable estimate of the damages that the Company would suffer as a result of such willful breach and that the actual damages would be difficult or impossible to ascertain. In the event that the Transaction closes, the Exclusivity Deposit shall be credited against, and applied as a reduction to, the Purchase Price payable at the Closing.
The specific terms and conditions governing the Exclusivity Deposit, including investment provisions, claim procedures, and the duties and compensation of the Deposit Escrow Agent, shall be set forth in a brief escrow letter agreement among Buyer, the Company, and Northgate Escrow Services LLC, to be executed promptly following the execution of this LOI.
The provisions of this Section 9 are intended to be, and shall constitute, legally binding obligations of the parties.
Section 10: Confidentiality
The existence of this LOI and the terms hereof, as well as all information exchanged among the parties (and their respective representatives) in connection with the Transaction, shall be treated as confidential in accordance with the terms and conditions of the Mutual Non-Disclosure Agreement dated January 8, 2026 between Solara Digital Infrastructure LP and Meridian FleetWorks, Inc. (the "NDA"), which remains in full force and effect and the terms of which are hereby incorporated by reference. In the event of any conflict between the terms of this LOI and the terms of the NDA, the more restrictive provision shall control.
Neither party shall, and each party shall cause its respective directors, officers, employees, agents, advisors, and representatives not to, make any public announcement or disclosure regarding this LOI or the Transaction (including the existence of negotiations between the parties) without the prior written consent of the other party, except as may be required by applicable law, regulation, or order of any court or governmental authority of competent jurisdiction, in which case the disclosing party shall provide the other party with prompt prior written notice of such disclosure (to the extent legally permissible) and shall cooperate with the other party to minimize the scope and content of such disclosure.
The provisions of this Section 10 are intended to be, and shall constitute, legally binding obligations of the parties and shall survive the execution and delivery of this LOI and any termination or expiration hereof.
Section 11: Expense Reimbursement
Each party shall bear its own costs and expenses incurred in connection with the Transaction, including the fees and expenses of its respective legal, financial, accounting, tax, and other advisors, whether or not the Transaction is consummated.
Notwithstanding the foregoing, in the event that Buyer terminates the Transaction without cause (as such term shall be defined in the Definitive Agreement, but which, for purposes of this LOI, shall mean a termination by Buyer for any reason other than (i) a material breach by the Company of its obligations under this LOI or the Definitive Agreement, (ii) the occurrence of a material adverse effect with respect to the Company, or (iii) the failure of a condition to Closing that is not within Buyer's control) prior to the execution of the Definitive Agreement, Buyer shall reimburse the Company for its reasonable, documented, out-of-pocket transaction expenses incurred through the date of such termination, up to a maximum of Seven Hundred Fifty Thousand Dollars ($750,000) (the "Expense Reimbursement Cap"). Such reimbursement shall be payable by wire transfer of immediately available funds within thirty (30) days following the Company's delivery to Buyer of a written statement setting forth the amount and nature of such expenses, together with reasonable supporting documentation.
For the avoidance of doubt, the filing fee for the HSR Act notification (estimated at $350,000 based on the current fee schedule published by the Federal Trade Commission) shall be the sole obligation of Buyer and shall not be subject to the Expense Reimbursement Cap or otherwise shared with the Company.
The provisions of this Section 11 are intended to be, and shall constitute, legally binding obligations of the parties.
Section 12: Non-Binding Nature; Binding Provisions
12.1 Non-Binding Provisions. Except as expressly provided in Section 12.2 below, this LOI is not intended to create, and shall not be deemed to create, any legally binding obligation on either party with respect to the Transaction. The parties' respective rights and obligations with respect to the Transaction shall arise only upon the execution and delivery of the Definitive Agreement and the ancillary agreements contemplated thereby. No party shall have any liability to the other party arising out of or in connection with the non-binding provisions of this LOI, whether based on contract, tort, strict liability, or any other theory of liability, except as otherwise provided in the binding provisions set forth in Section 12.2.
12.2 Binding Provisions. Notwithstanding Section 12.1, the following provisions of this LOI are intended to be, and shall be, legally binding upon the parties and enforceable in accordance with their terms:
(a) Section 8 (Exclusivity);
(b) Section 9 (Exclusivity Deposit);
(c) Section 10 (Confidentiality);
(d) Section 11 (Expense Reimbursement);
(e) This Section 12 (Non-Binding Nature; Binding Provisions);
(f) Section 13 (Governing Law and Dispute Resolution); and
(g) Section 14 (General Provisions).
Section 13: Governing Law and Dispute Resolution
This LOI, and any claims, controversies, disputes, or causes of action (whether in contract, tort, or otherwise) arising out of, relating to, or in connection herewith, or the negotiation, execution, or performance hereof, 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 laws 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.
Any dispute, controversy, or claim arising out of or relating to the binding provisions of this LOI, or the breach, termination, or validity thereof, shall be subject 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, any state or federal court located in the City of Wilmington, New Castle County, Delaware). Each party hereby irrevocably and unconditionally (a) consents and submits to the personal jurisdiction and venue of such courts for purposes of any such proceeding, (b) waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any such court, and (c) waives and agrees not to plead or claim in any such court that any such proceeding brought in any such court has been brought in an inconvenient forum.
The provisions of this Section 13 are intended to be, and shall constitute, legally binding obligations of the parties.
Section 14: General Provisions
14.1 Assignment. Neither party may assign, delegate, or transfer any of its rights or obligations under this LOI without the prior written consent of the other party, and any attempted assignment without such consent shall be null and void; provided, however, that Buyer may assign its rights and obligations hereunder to any affiliate of Buyer, including Solara Fleet Holdings LLC (once formed) or any other entity directly or indirectly controlled by Solara Fund III, LP, without the Company's prior written consent, provided that Buyer shall remain jointly and severally liable for all of its obligations hereunder following any such assignment.
14.2 Entire Agreement. This LOI, together with the Mutual Non-Disclosure Agreement dated January 8, 2026 between Solara Digital Infrastructure LP and Meridian FleetWorks, Inc., constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, communications, and agreements (whether written or oral) between the parties or any of their respective representatives relating to the subject matter hereof. No representations, warranties, promises, or inducements have been made by either party concerning the subject matter hereof that are not contained in this LOI or the NDA.
14.3 Amendments. This LOI may not be amended, modified, supplemented, or waived except by a written instrument duly executed by each of the parties hereto. No failure or delay by either party in exercising any right, power, or privilege under this LOI shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
14.4 Counterparts. This LOI may be executed in one or more counterparts (including by facsimile or electronic transmission in portable document format (PDF)), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this LOI by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart.
14.5 No Third-Party Beneficiaries. This LOI is not intended to, and shall not, confer upon any person or entity other than the parties hereto (and their respective successors and permitted assigns) any rights, benefits, remedies, obligations, or liabilities of any nature whatsoever under or by reason of this LOI.
14.6 Termination of LOI. Unless earlier terminated by mutual written agreement of the parties, the non-binding provisions of this LOI shall terminate automatically upon the earliest of: (a) the execution and delivery of the Definitive Agreement by the parties thereto; (b) the expiration of the Exclusivity Period (April 19, 2026) without the execution of the Definitive Agreement, unless the Exclusivity Period has been extended by mutual written agreement; or (c) written notice of termination delivered by either party to the other party in accordance with Section 14.7 below. The binding provisions of this LOI shall survive any termination or expiration of the non-binding provisions of this LOI in accordance with their respective terms.
14.7 Notices. All notices, requests, demands, consents, and other communications required or permitted under this LOI shall be in writing and shall be deemed duly given and received: (a) when delivered personally; (b) one (1) business day after being sent by nationally recognized overnight courier service (with tracking capability and proof of delivery); or (c) when transmitted by email (with confirmation of receipt by the recipient, including by reply email, read receipt, or other reasonable evidence of delivery), in each case addressed as follows:
If to Buyer:
Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, Delaware 19801
Attention: Viktor Sorensen, Managing Partner
Email: vsorensen@solaradigital.com
with a copy to (which shall not constitute notice):
Claire Nakamura, Partner and Head of Software Investing Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, Delaware 19801
Email: cnakamura@solaradigital.com
and a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 277 Park Avenue, 45th Floor New York, New York 10172
Attention: James Prentice, Esq.
Email: jprentice@calderwoodharkness.com
If to the Company:
Meridian FleetWorks, Inc. 8750 Westpark Drive, Suite 600 McLean, Virginia 22102
Attention: Garrett Holliday, Chief Executive Officer
Email: gholliday@meridianfleetworks.com
with a copy to (which shall not constitute notice):
Hawthorne Kinsey & Alcott LLP 1900 K Street NW, Suite 1100 Washington, D.C. 20006
Attention: Rachel Greenwald, Esq.
Email: rgreenwald@hkalawfirm.com
Either party may change its address for notices by providing written notice to the other party in accordance with this Section 14.7.
If the foregoing accurately reflects your understanding of the principal terms of the proposed Transaction, please indicate your acceptance by signing and returning a copy of this Letter to the undersigned. This LOI shall become effective upon execution and delivery by both parties.
We look forward to working with you and your team to bring this Transaction to a successful conclusion.
Very truly yours,
SOLARA DIGITAL INFRASTRUCTURE LP
By: Solara Digital Infrastructure GP LLC, its General Partner
By: ________
Name: Viktor Sorensen
Title: Managing Partner
Date: February 18, 2026
ACCEPTED AND AGREED:
MERIDIAN FLEETWORKS, INC.
By: ________
Name: Garrett Holliday
Title: Co-Founder and Chief Executive Officer
Date: February 18, 2026
Reference: LOI-MFW-2026-0218 | Execution Version | This document reflects the final execution version incorporating Calderwood & Harkness LLP markup dated February 16, 2026, as accepted by the parties on February 18, 2026. This Letter of Intent is subject to the binding and non-binding provisions set forth herein.

LETTER OF INTENT

EXECUTION VERSION

SOLARA DIGITAL INFRASTRUCTURE LP

ACCEPTED AND AGREED:

MERIDIAN FLEETWORKS, INC.

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