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PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

DRAFT — TERM SHEET AND OUTLINE

ESCROW AGREEMENT

PROJECT TRIDENT

Prepared by:

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

February 2026

PRELIMINARY DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO DEFINITIVE SPA

Matter No.: 1041-00004

This document is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of Calderwood & Harkness LLP, the attorneys and staff assigned to the above-referenced matter, and the client to whom it is addressed. Unauthorized disclosure, reproduction, or distribution of this document or its contents is strictly prohibited.

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I. Introduction and Purpose

This term sheet and outline (the "Term Sheet") sets forth the proposed principal terms of the Escrow Agreement (the "Escrow Agreement") to be entered into in connection with the Stock Purchase Agreement (the "SPA") by and among Solara Fleet Holdings LLC, a Delaware limited liability company (the "Buyer"), the Stockholder Representative (as defined in Section II.B below), and Northgate Escrow Services LLC, a Massachusetts limited liability company (the "Escrow Agent"), in connection with Buyer's acquisition (the "Acquisition") of one hundred percent (100%) of the issued and outstanding shares of common stock and Series A Preferred Stock of Meridian FleetWorks, Inc., a Delaware corporation ("MFW" or the "Company"), for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price").

The Escrow Agreement will govern the establishment, maintenance, investment, claims procedure, and distribution of an escrow fund (the "Escrow Fund") to secure the indemnification obligations of the selling stockholders of MFW (collectively, the "Selling Stockholders") under Article [__] of the SPA. The Escrow Fund is a critical component of the Acquisition's post-closing risk allocation framework and is intended to provide Buyer with a readily available source of funds to satisfy any indemnification claims arising out of breaches of the representations, warranties, covenants, and agreements of the Selling Stockholders and the Company under the SPA, subject to the limitations, thresholds, and procedures set forth in the SPA and the Escrow Agreement.

This Term Sheet is preliminary and is being prepared for the purpose of facilitating internal review and discussion among the Calderwood & Harkness deal team and the Solara Digital Infrastructure LP investment professionals responsible for the Acquisition. All terms set forth herein are subject to revision upon finalization of the SPA and related ancillary agreements, including the Rollover Agreement, the Employment Agreements, the Stockholder Representative Agreement, and such other ancillary documents as may be required in connection with the closing of the Acquisition. Capitalized terms used herein without definition shall have the meanings ascribed to them in the SPA, unless the context otherwise requires.

The purpose of circulating this Term Sheet in advance of the definitive SPA draft is to identify and frame the principal economic and structural terms of the Escrow Agreement for early alignment between Calderwood & Harkness and the Solara deal team, and to flag open negotiation points that will need to be addressed in discussions with Hawthorne Kinsey & Alcott LLP ("HKA"), counsel to the Selling Stockholders and the Company.

II. Parties

A. Buyer

Solara Fleet Holdings LLC is a Delaware limited liability company to be formed as a wholly-owned subsidiary of Solara Fund III, LP (EIN: 84-6239017), which is the primary investment vehicle of Solara Digital Infrastructure LP (EIN: 82-4710368). The Buyer's principal office is located at 1200 Market Street, Suite 2400, Wilmington, Delaware 19801. Solara Fleet Holdings LLC will serve as the acquisition vehicle for the Acquisition and will be the direct holder of all of the issued and outstanding shares of common stock and Series A Preferred Stock of MFW following the closing.

The principal contacts at Solara Digital Infrastructure LP for purposes of this transaction are Viktor Sorensen, Managing Partner, and Claire Nakamura, Partner and Head of Software Investing. Mr. Sorensen and Ms. Nakamura are the senior deal team members responsible for the strategic and economic terms of the Acquisition and will have primary oversight of the negotiation and execution of the Escrow Agreement.

The Buyer is represented in this transaction by Calderwood & Harkness LLP, with James Prentice serving as Responsible Partner and Andrew Fitzpatrick serving as Lead Associate. All communications with respect to the Escrow Agreement on behalf of the Buyer should be directed to Calderwood & Harkness LLP unless otherwise indicated.

B. Stockholder Representative

The Stockholder Representative is to be designated in the SPA. It is currently anticipated that Garrett Holliday, Co-Founder, Chief Executive Officer, and Director of MFW, will serve in this capacity. Mr. Holliday holds 3,200,000 shares of MFW common stock, representing approximately 32.0% of the fully diluted equity of the Company (based on a fully diluted share count of 10,000,000 shares, inclusive of all outstanding common stock, Series A Preferred Stock, and vested and in-the-money stock options). Alternatively, the Selling Stockholders may elect to appoint an independent stockholder representative entity (such as Fortis Stockholder Representative LLC or a comparable service provider) by a vote of the majority-in-interest of the Selling Stockholders.

The Stockholder Representative will act on behalf of all Selling Stockholders in connection with post-closing indemnification claims and escrow disbursement decisions under the Escrow Agreement and the SPA. The Selling Stockholders, and their approximate ownership interests on a fully diluted basis, are as follows:

• Garrett Holliday — approximately 3,200,000 shares (approximately 32.0% of fully diluted equity);

• Pinnacle Bluff Ventures LLC — approximately 3,400,000 shares of Series A Preferred Stock (approximately 34.0% of fully diluted equity);

• Diana Vasquez-Park — approximately 1,800,000 shares (approximately 18.0% of fully diluted equity);

• Marcus Trahan — approximately 230,000 shares and vested options (including 80,000 vested options) (approximately 2.3% of fully diluted equity);

• Other individual holders — approximately 800,000 shares in the aggregate (approximately 8.0% of fully diluted equity); and

• Remaining option pool holders — approximately 570,000 vested options (approximately 5.7% of fully diluted equity on a net exercise basis).

Conflict Note: If Garrett Holliday serves as Stockholder Representative, potential conflicts of interest arising from his concurrent $25,000,000 equity rollover investment into Solara Fleet Holdings LLC (pursuant to the Rollover Agreement to be entered into at closing) will need to be carefully addressed. Mr. Holliday's dual role as both a Selling Stockholder and a continuing equity holder in the post-closing entity creates a structural misalignment with the interests of the other Selling Stockholders who will not be participating in the rollover and who will have no ongoing economic interest in the Company following the closing. Specifically, Mr. Holliday may have a reduced incentive to vigorously contest indemnification claims asserted by the Buyer if the economic effect of such claims is partially offset by his continuing equity interest in the Buyer entity. The Calderwood & Harkness deal team recommends that this conflict be discussed with the Solara team to determine whether it is preferable from a governance and litigation-risk perspective to support the appointment of an independent Stockholder Representative rather than Mr. Holliday. This issue will also be raised by HKA on behalf of the other Selling Stockholders, particularly Pinnacle Bluff Ventures LLC, which holds the largest single block of shares (34.0%).

C. Escrow Agent

Northgate Escrow Services LLC is a Massachusetts limited liability company with offices at 100 Summer Street, Suite 800, Boston, Massachusetts 02110. Northgate is a nationally recognized independent escrow services firm and has been engaged to serve as escrow agent in this transaction. Northgate is also currently serving as the depository institution for the $2,500,000 exclusivity deposit made by Buyer under the Letter of Intent dated February 18, 2026 (reference LOI-MFW-2026-0218), which deposit will be credited against the Purchase Price at closing or returned to Buyer in accordance with the terms of the LOI.

The engagement of Northgate Escrow Services LLC is subject to execution of the definitive Escrow Agreement and agreement on the fee schedule described in Section IX.C below. Northgate's standard form of escrow agreement has been requested and is expected to serve as the initial drafting template for the definitive Escrow Agreement, subject to modifications to conform to the transaction-specific terms set forth in this Term Sheet and the SPA.

III. Escrow Fund — Establishment and Amount

A. Escrow Deposit

At the closing of the transactions contemplated by the SPA (the "Closing"), currently targeted for April 30, 2026 (with an outside date of June 30, 2026, as set forth in the LOI), the Buyer shall withhold from the aggregate closing consideration payable to the Selling Stockholders an amount equal to Seventeen Million Five Hundred Thousand Dollars ($17,500,000) (the "Escrow Amount"). The Escrow Amount represents five percent (5%) of the aggregate Purchase Price of $350,000,000.

The Escrow Amount shall be deposited by the Buyer (or by the closing settlement agent on behalf of the Buyer) with Northgate Escrow Services LLC on the Closing Date, simultaneously with the closing of the transactions contemplated by the SPA and the payment of the remaining Purchase Price to the Selling Stockholders and other applicable recipients. The deposit of the Escrow Amount into the Escrow Account shall constitute payment of a portion of the Purchase Price by Buyer to the Selling Stockholders, subject to the terms and conditions of the Escrow Agreement regarding the holding, investment, and disbursement of such funds.

The Escrow Amount is to be deducted from the cash consideration otherwise payable to the Selling Stockholders at Closing. For purposes of illustrating the expected funds flow, the approximate allocation of the $350,000,000 Purchase Price at Closing is as follows:

• Garrett Holliday Rollover: $25,000,000 (rolled into equity of Solara Fleet Holdings LLC pursuant to the Rollover Agreement, reducing cash payable to Mr. Holliday at Closing);

• Estimated MFW Transaction Expenses: approximately $12,000,000 (including investment banking fees payable to Kensington Hale Partners LLC, legal fees payable to HKA, accounting and advisory fees, and other transaction-related costs);

• Sentinel Commerce Bank Payoff: approximately $4,200,000 (full repayment of the revolving credit facility and term loan outstanding under MFW's existing credit agreement with Sentinel Commerce Bank);

• Escrow Holdback: $17,500,000 (deposited into the Escrow Account);

• Net Cash to Selling Stockholders at Closing: approximately $291,300,000 (subject to customary purchase price adjustments for working capital, cash, indebtedness, and transaction expenses as set forth in the SPA).

The Escrow Amount will be allocated among all Selling Stockholders on a pro rata basis in proportion to each Selling Stockholder's respective share of the total closing consideration, determined by reference to the fully diluted capitalization of MFW as of immediately prior to the Closing (based on a fully diluted share count of 10,000,000 shares at $35.00 per share). Each Selling Stockholder's pro rata share of the Escrow Amount shall be set forth on Schedule 1 to the Escrow Agreement.

B. Escrow Fund Composition

The Escrow Amount shall be deposited in immediately available funds denominated in United States Dollars via wire transfer to an account or accounts designated by Northgate Escrow Services LLC in its wire transfer instructions to be provided prior to the Closing Date. The Escrow Amount, together with all Escrow Earnings (as defined in Section V.B below) accrued thereon, shall collectively constitute the Escrow Fund.

A single segregated escrow account shall be maintained by the Escrow Agent (the "Escrow Account") for the deposit and administration of the Escrow Fund. The Escrow Account shall be titled in a manner reflecting the nature of the escrow arrangement (e.g., "Northgate Escrow Services LLC, as Escrow Agent for the benefit of Solara Fleet Holdings LLC and the Selling Stockholders of Meridian FleetWorks, Inc.") and shall be maintained at a federally insured depository institution selected by the Escrow Agent in its reasonable discretion.

Bifurcated Escrow Note: Depending on the outcome of SPA negotiations, the parties may agree to establish a separate special indemnity escrow (the "Special Indemnity Escrow") in addition to the general Escrow Account, to hold additional funds earmarked for specific identified contingencies or indemnification obligations (such as the estimated sales tax liability, the IP assignment gaps, and the TerraLink consent matter described in Section IV.C below). If a bifurcated escrow structure is adopted, the Escrow Agreement will provide for two separate accounts with distinct release schedules, claim procedures, and allocation mechanics. The need for and sizing of any Special Indemnity Escrow is to be determined during SPA negotiation and diligence confirmation. The balance of this Term Sheet assumes a single-account escrow structure unless otherwise noted.

C. Pro Rata Allocation Table (Illustrative)

The following table sets forth the illustrative pro rata allocation of the Escrow Amount among the Selling Stockholders, based on the anticipated fully diluted capitalization of MFW as of the Closing. This allocation is preliminary and is subject to adjustment upon finalization of the capitalization table, confirmation of vested option counts and exercise prices, and determination of the treatment of Mr. Holliday's rollover equity in the allocation methodology.

Note 1: Garrett Holliday's pro rata share of the Escrow Amount is to be calculated net of his $25,000,000 rollover equity contribution into Solara Fleet Holdings LLC. The mechanics of this calculation will be detailed in the SPA and the Rollover Agreement. For purposes of illustration, Mr. Holliday's 3,200,000 shares would generate gross proceeds of $112,000,000 at $35.00 per share; the $25,000,000 rollover represents approximately 714,286 share equivalents at $35.00 per share, reducing his "cash-out" shares to approximately 2,485,714 shares with corresponding adjustment to his pro rata escrow allocation. The precise methodology (i.e., whether the rollover is treated as a reduction in shares for pro rata purposes or as a separate non-escrow transaction) is an open item.

Note 2: Option holders' escrow allocation is based on net spread value rather than gross per-share consideration. The weighted-average exercise price across the 650,000 vested and in-the-money options is $8.50 per share, yielding a net spread of $26.50 per option share ($35.00 per share less $8.50 exercise price). Aggregate net option proceeds are approximately $17,225,000 across 650,000 options. Of the 650,000 total options, 80,000 are held by Marcus Trahan (included in his individual line above) and 570,000 are held by other option pool participants. The pro rata escrow allocation for option holders is calculated based on each holder's net spread value as a proportion of the aggregate closing consideration, consistent with market practice for option holder escrow participation.

IV. Escrow Term and Release Schedule

A. General Escrow Period

The Escrow Account shall remain in effect for a period of eighteen (18) months following the Closing Date (the "Escrow Period"). The Escrow Period is intended to provide the Buyer with a reasonable window of time following the Closing to identify, investigate, and assert indemnification claims arising from breaches of the Selling Stockholders' representations and warranties under the SPA, while balancing the Selling Stockholders' interest in obtaining access to their escrowed funds in a timely manner.

Assuming a Closing Date of April 30, 2026, the scheduled expiration of the Escrow Period would be approximately October 31, 2027. In the event the Closing occurs after April 30, 2026 but prior to the outside date of June 30, 2026, the Escrow Period expiration date shall be adjusted accordingly (i.e., eighteen months following the actual Closing Date).

B. Scheduled Release

On the first business day following the expiration of the Escrow Period (the "Scheduled Release Date"), the Escrow Agent shall release to the Stockholder Representative (for further distribution to the Selling Stockholders on a pro rata basis in accordance with Schedule 1 to the Escrow Agreement) the entire remaining balance of the Escrow Account, less the aggregate amount of any then-pending and unresolved claims that have been timely submitted by the Buyer pursuant to the claim procedures described in Section VI below (such withheld amount, the "Pending Claims Reserve").

The Pending Claims Reserve shall be calculated as the sum of the Claimed Amounts (or good-faith estimates thereof) set forth in all outstanding Claim Notices that have been delivered by the Buyer prior to the expiration of the Escrow Period and that have not been finally resolved (whether by acceptance, deemed acceptance, settlement, or final judicial or arbitral determination) as of the Scheduled Release Date. The Escrow Agent shall not be required to independently assess the merits or validity of any pending claim in determining the Pending Claims Reserve; rather, the Escrow Agent shall rely on the Claim Notices and any joint written instructions received from the parties.

Any Pending Claims Reserve shall continue to be held by the Escrow Agent in the Escrow Account until final resolution (by written agreement of the Buyer and the Stockholder Representative, or by a final, non-appealable judgment, order, or arbitral award of a court or arbitral tribunal of competent jurisdiction) of each underlying claim. Upon final resolution of each claim within the Pending Claims Reserve:

(a) To the extent the claim is resolved in favor of the Buyer (in whole or in part), the Escrow Agent shall disburse the applicable portion of the Pending Claims Reserve to the Buyer in accordance with Section VII.A below; and

(b) To the extent the claim is resolved in favor of the Selling Stockholders (in whole or in part), the Escrow Agent shall disburse the applicable portion of the Pending Claims Reserve to the Stockholder Representative for distribution to the Selling Stockholders in accordance with Section VII.B below.

C. Survival Period Alignment

The eighteen (18)-month Escrow Period is intended to align with the survival period for general representations and warranties of the Selling Stockholders and the Company under the SPA. It is anticipated that the SPA will provide that the general representations and warranties of the Selling Stockholders (i.e., those representations and warranties other than the Fundamental Representations defined below) shall survive the Closing for a period of eighteen (18) months and shall terminate and be of no further force or effect upon the expiration of such period, except to the extent a valid Claim Notice has been delivered prior to such expiration.

The SPA is expected to provide for extended survival periods with respect to certain categories of representations and warranties, as follows:

Fundamental Representations. The representations and warranties relating to organization and existence, corporate authority and due authorization, capitalization, title to shares, tax matters, and brokers and finders (collectively, the "Fundamental Representations") are expected to survive the Closing for a period of thirty-six (36) months or, in certain cases, until the expiration of the applicable statute of limitations (including any extensions or tolling thereof). The Escrow Agreement will need to accommodate any claims based on breaches of Fundamental Representations that are asserted after the expiration of the eighteen-month Escrow Period but within the extended survival period for such representations. The mechanism for funding such claims — whether through the Escrow Account (if any balance remains) or through direct claims against the Selling Stockholders outside of the escrow — is an open item to be resolved in SPA negotiations. One approach is for the SPA to provide that the Escrow Account serves as the exclusive remedy for general representation claims, while Fundamental Representation claims and fraud claims may be pursued directly against the Selling Stockholders (subject to applicable caps) even after exhaustion or release of the escrow.

Special Indemnities. The SPA may include specific indemnification obligations of the Selling Stockholders with respect to certain identified matters discovered during diligence, including without limitation: (i) the estimated sales tax liability arising from MFW's failure to collect and remit sales tax in certain jurisdictions during the period 2019–2024, currently estimated at $800,000 to $1,400,000 based on preliminary analysis by Whitmore Sandoval Group LLC; (ii) gaps in intellectual property assignment documentation relating to work product created by three former independent contractors engaged by MFW during the 2015–2016 period, for which confirmatory assignments have not been obtained; and (iii) the risk associated with the TerraLink Systems, Inc. consent requirement under MFW's enterprise license agreement, which may require consent to the change-of-control transaction. These special indemnities may be subject to separate survival periods and separate escrow provisions — the need for and sizing of a Special Indemnity Escrow is to be determined during SPA negotiations with HKA and may depend in part on whether satisfactory resolutions of these identified matters can be achieved prior to or at Closing.

D. Early Release (Optional)

The parties may agree to include an interim release provision in the Escrow Agreement, pursuant to which a portion of the then-remaining Escrow Amount would be released to the Stockholder Representative prior to the expiration of the full eighteen-month Escrow Period. The proposed interim release structure is as follows:

On the first business day following the twelve (12)-month anniversary of the Closing Date (approximately April 30, 2027, assuming an April 30, 2026 Closing), the Escrow Agent shall release to the Stockholder Representative an amount equal to fifty percent (50%) of the then-remaining balance of the Escrow Account, less the aggregate amount of any then-pending and unresolved claims (the "Interim Release Amount"). The remaining fifty percent (50%) of the Escrow Account balance (plus any Pending Claims Reserve from the Interim Release) shall continue to be held until the Scheduled Release Date.

The inclusion of an interim release provision is subject to negotiation with HKA on behalf of the Selling Stockholders. The Selling Stockholders are expected to advocate for an interim release as a means of providing earlier access to a portion of the escrowed funds, while the Buyer may resist an interim release on the grounds that the full Escrow Amount should remain available as security for the entire eighteen-month survival period. If an interim release is agreed upon, the Buyer may seek to impose conditions on the release, such as (i) no pending claims in excess of a specified threshold, (ii) no material adverse change in the Company's business since the Closing, or (iii) delivery of updated representations and warranties by the Stockholder Representative. These conditions are open items.

V. Investment of Escrow Funds

A. Permitted Investments

The Escrow Agent shall invest and reinvest the Escrow Amount, and all Escrow Earnings accrued thereon, in one or more of the following categories of investments (collectively, "Permitted Investments"), as jointly directed in writing by the Buyer and the Stockholder Representative:

(i) United States Treasury bills, notes, or bonds with remaining maturities not exceeding twelve (12) months from the date of acquisition;

(ii) Money market funds that invest exclusively in direct obligations of the United States of America or obligations the full and timely payment of principal of and interest on which is guaranteed by the United States of America, and that maintain a stable net asset value of $1.00 per share;

(iii) Certificates of deposit issued by federally insured depository institutions with deposits insured by the Federal Deposit Insurance Corporation (the "FDIC"), provided that (a) the principal amount of each such certificate of deposit does not exceed the applicable FDIC insurance limit per institution and (b) the maturity of each such certificate of deposit does not exceed six (6) months from the date of issuance; and

(iv) Such other investments as the Buyer and the Stockholder Representative may jointly agree upon in writing from time to time, subject to the Escrow Agent's reasonable acceptance of its ability to administer such investments.

In the absence of joint written investment direction from the Buyer and the Stockholder Representative, the Escrow Agent shall invest the Escrow Fund in the default investment, which shall be a money market fund invested exclusively in direct obligations of the United States of America or obligations guaranteed by the United States of America, as selected by the Escrow Agent in its reasonable discretion (the "Default Investment"). The Escrow Agent shall have no obligation to invest or reinvest the Escrow Fund in any investment other than the Default Investment unless and until it receives joint written investment direction signed by authorized representatives of both the Buyer and the Stockholder Representative.

The Escrow Agent shall not be liable for any loss of principal or diminution in value resulting from investments made in accordance with the investment directions of the Buyer and the Stockholder Representative, or in the Default Investment, except to the extent attributable to the Escrow Agent's own gross negligence, willful misconduct, or bad faith. The parties acknowledge that the Escrow Agent is not acting as an investment advisor with respect to the Escrow Fund and that neither the Buyer nor the Stockholder Representative is relying on the Escrow Agent for investment advice.

B. Income and Tax Treatment

All interest, dividends, and other income earned on the Escrow Amount and the Escrow Fund (collectively, "Escrow Earnings") shall be treated for federal, state, and local income tax purposes as income of the Selling Stockholders, allocated pro rata among the Selling Stockholders in proportion to their respective shares of the Escrow Amount as set forth on Schedule 1 to the Escrow Agreement. The Escrow Earnings shall be reported under the Tax Identification Numbers of the individual Selling Stockholders (or, if a representative Tax Identification Number is used, under the Tax Identification Number of the Stockholder Representative), as applicable, and the Escrow Agent shall have no responsibility for determining the proper tax treatment of any Escrow Earnings except as expressly set forth in the Escrow Agreement.

All Escrow Earnings shall be added to and become a part of the Escrow Fund and shall be held in the Escrow Account on the same terms and subject to the same conditions as the original Escrow Amount. Upon release of any portion of the Escrow Fund (whether to the Buyer or to the Stockholder Representative), Escrow Earnings attributable to the released amount shall be disbursed together with the principal amount being released, in the same proportions.

The Escrow Agent shall issue Internal Revenue Service Forms 1099 (or such other applicable tax reporting forms) to the Stockholder Representative and/or the individual Selling Stockholders, as required by applicable law, reflecting the Escrow Earnings allocated to each such person during each calendar year. The Escrow Agent shall withhold any amounts required to be withheld under applicable federal, state, or local tax laws in the event that a Selling Stockholder fails to provide a valid IRS Form W-9 or applicable substitute form.

C. Tax Identification Numbers

The Stockholder Representative shall provide the Escrow Agent, on or prior to the Closing Date, with a completed and duly executed IRS Form W-9 (or, if applicable, IRS Form W-8BEN or W-8BEN-E) for each Selling Stockholder, together with such additional tax identification and certification information as the Escrow Agent may reasonably request for purposes of compliance with applicable tax reporting and withholding obligations. If a representative Tax Identification Number is to be used for the Escrow Account in lieu of individual Selling Stockholder Tax Identification Numbers, the Stockholder Representative shall provide its own Tax Identification Number and such supporting documentation as the Escrow Agent may require, and the Stockholder Representative shall be solely responsible for the further allocation and reporting of Escrow Earnings among the individual Selling Stockholders.

VI. Claim Procedures

A. Notice of Claim by Buyer

The Buyer may submit a claim against the Escrow Fund (a "Claim Notice") at any time during the Escrow Period with respect to any indemnifiable losses, damages, costs, expenses, liabilities, or obligations (collectively, "Losses") arising from or related to breaches of the representations, warranties, covenants, or agreements of the Selling Stockholders or the Company under the SPA, or otherwise arising under the indemnification provisions of Article [__] of the SPA. For the avoidance of doubt, the Buyer's right to submit a Claim Notice shall extend to claims for Losses that have been incurred or are reasonably anticipated to be incurred, including third-party claims for which indemnification is sought under the SPA.

Each Claim Notice shall be delivered in writing (in accordance with the notice provisions set forth in Section XI.C below) to both the Escrow Agent and the Stockholder Representative and shall include, at a minimum, the following information:

1. A reasonably detailed description of the facts and circumstances giving rise to the claim, including the nature of the alleged breach or indemnifiable event and the time period during which the relevant events occurred or are alleged to have occurred;

2. Identification of the specific representations, warranties, covenants, or agreements under the SPA that are alleged to have been breached, or the specific indemnification provision of the SPA under which the claim is asserted, by reference to the applicable section number(s) of the SPA;

3. The aggregate dollar amount of the Losses claimed by the Buyer (or, if the amount of such Losses is not yet determinable with reasonable precision, a good-faith estimate thereof, together with a statement explaining why the amount is not yet determinable and when a more precise determination is expected to be available) (the "Claimed Amount"); and

4. Copies of any supporting documentation, correspondence, agreements, reports, or other materials that are reasonably available to the Buyer at the time of delivery of the Claim Notice and that are relevant to the factual or legal basis of the claim. The Buyer shall supplement the Claim Notice with additional supporting documentation as it becomes available, without prejudice to the timeliness or validity of the original Claim Notice.

The delivery of a Claim Notice shall constitute the Buyer's assertion of a claim against the Escrow Fund for the Claimed Amount and shall cause the Escrow Agent to hold the Claimed Amount (or, if the remaining balance of the Escrow Fund is less than the Claimed Amount, the entire remaining balance) in the Escrow Account pending resolution of the claim in accordance with the procedures set forth in this Section VI.

B. Response Period

The Stockholder Representative shall have thirty (30) calendar days from receipt of a Claim Notice (the "Response Period") to deliver a written response (the "Response") to both the Buyer and the Escrow Agent. The Response shall state whether the Stockholder Representative, on behalf of the Selling Stockholders:

1. Accepts the claim in whole, in which case the Response shall so state and shall constitute authorization to the Escrow Agent to disburse the Claimed Amount to the Buyer from the Escrow Account in accordance with Section VII.A below;

2. Accepts the claim in part, in which case the Response shall specify the dollar amount that is accepted (the "Accepted Amount") and the dollar amount that is disputed (the "Disputed Amount"), together with a reasonably detailed explanation of the basis for the partial acceptance and partial dispute; or

3. Disputes the claim in whole, in which case the Response shall constitute a "Dispute Notice" and shall specify the Disputed Amount (which shall be equal to the full Claimed Amount) and the grounds for dispute, including a reasonably detailed explanation of the factual or legal basis on which the Stockholder Representative contends that the claim is invalid, not indemnifiable, or overstated.

Deemed Acceptance. If the Stockholder Representative fails to deliver a Response within the Response Period, the Claim Notice shall be deemed accepted in full by the Stockholder Representative, and the Escrow Agent shall disburse the entire Claimed Amount to the Buyer from the Escrow Account in accordance with Section VII.A below, without further action or authorization by the Stockholder Representative. The parties acknowledge that the deemed acceptance provision is intended to provide certainty and finality in the claim process and to incentivize timely responses by the Stockholder Representative. The Stockholder Representative should ensure that adequate mechanisms are in place to receive and review Claim Notices promptly.

C. Resolution of Disputed Claims

If the Stockholder Representative timely delivers a Dispute Notice (whether disputing a claim in whole or in part), the following procedures shall apply to the Disputed Amount:

Negotiation Period. The Buyer and the Stockholder Representative shall negotiate in good faith for a period of thirty (30) calendar days following delivery of the Dispute Notice (the "Negotiation Period") to attempt to resolve the dispute. During the Negotiation Period, each party shall make available such information and personnel as may be reasonably necessary to facilitate productive discussions. The parties may extend the Negotiation Period by mutual written agreement.

Formal Dispute Resolution. If the dispute is not resolved during the Negotiation Period, the dispute shall be resolved in accordance with the dispute resolution provisions of the SPA, which are expected to provide for either (a) binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, or (b) litigation in the Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware), with Delaware law governing the merits of the dispute. The specific dispute resolution mechanism is to be aligned with the SPA's general dispute resolution framework, which is an open negotiation point.

Escrow Agent's Role During Disputes. During the pendency of any disputed claim, the Escrow Agent shall hold the Disputed Amount in the Escrow Account and shall have no obligation to make any determination as to the merits, validity, or amount of any claim or dispute. The Escrow Agent shall not be required to participate in any negotiation, arbitration, or litigation between the Buyer and the Stockholder Representative and shall disburse the Disputed Amount only upon receipt of (i) joint written instructions signed by authorized representatives of both the Buyer and the Stockholder Representative, or (ii) a final, non-appealable judgment, order, or arbitral award of a court or arbitral tribunal of competent jurisdiction directing the disbursement.

D. Partial Claims / Undisputed Amounts

If the Stockholder Representative's Response accepts a claim in part and disputes the claim in part, the Escrow Agent shall take the following actions:

(a) Accepted Portion: The Escrow Agent shall promptly (and in any event within five (5) business days of receipt of the Response) disburse the Accepted Amount to the Buyer from the Escrow Account in accordance with Section VII.A below; and

(b) Disputed Portion: The Escrow Agent shall continue to hold the Disputed Amount in the Escrow Account pending resolution of the dispute in accordance with Section VI.C above.

The acceptance of a claim in part by the Stockholder Representative shall not be deemed to constitute an admission of liability or a waiver of the Stockholder Representative's right to dispute the remaining portion of the claim.

VII. Disbursement Mechanics

A. Disbursement to Buyer (Indemnification Claims)

Upon the occurrence of any of the following events, the Escrow Agent shall disburse the applicable amount from the Escrow Account to the Buyer (Solara Fleet Holdings LLC) by wire transfer of immediately available funds to the account designated by the Buyer:

(a) Acceptance by Stockholder Representative. Upon receipt by the Escrow Agent of a Response from the Stockholder Representative accepting a Claim Notice in whole or in part, the Escrow Agent shall disburse the Accepted Amount to the Buyer within five (5) business days of receipt of joint written disbursement instructions from the Buyer and the Stockholder Representative in the form attached as Exhibit B to the Escrow Agreement;

(b) Deemed Acceptance. Upon the expiration of the Response Period without delivery of a timely Response by the Stockholder Representative, the Escrow Agent shall disburse the full Claimed Amount to the Buyer within five (5) business days of receipt of written instructions from the Buyer certifying the deemed acceptance and the amount to be disbursed, with a copy to the Stockholder Representative;

(c) Final Resolution of Disputed Claim. Upon receipt by the Escrow Agent of (i) joint written disbursement instructions from the Buyer and the Stockholder Representative reflecting the agreed resolution of a disputed claim, or (ii) a certified copy of a final, non-appealable judgment, order, or arbitral award of a court or arbitral tribunal of competent jurisdiction directing payment to the Buyer, the Escrow Agent shall disburse the amount specified therein to the Buyer within five (5) business days of receipt thereof.

Wire transfer instructions for the Buyer shall be provided to the Escrow Agent at or prior to the Closing Date and shall be attached as part of Exhibit C to the Escrow Agreement. The Buyer may update its wire transfer instructions by written notice to the Escrow Agent and the Stockholder Representative in accordance with the notice provisions of the Escrow Agreement, subject to any verification procedures established by the Escrow Agent.

B. Disbursement to Selling Stockholders (Scheduled and Final Release)

Upon expiration of the Escrow Period (approximately October 31, 2027, assuming an April 30, 2026 Closing Date), the Escrow Agent shall disburse the remaining balance of the Escrow Account (less any Pending Claims Reserve) to the Stockholder Representative by wire transfer of immediately available funds to an account designated by the Stockholder Representative. The disbursement shall be made within five (5) business days following the Scheduled Release Date, subject to receipt by the Escrow Agent of a written certification from the Buyer confirming the amount (if any) to be retained as a Pending Claims Reserve and the amount to be released.

If the Buyer fails to deliver such certification within ten (10) business days following the Scheduled Release Date, and no Claim Notices are then pending and unresolved, the Escrow Agent shall release the entire remaining balance of the Escrow Account to the Stockholder Representative without further action by the Buyer.

The Stockholder Representative shall be solely responsible for the further allocation and distribution of any amounts received from the Escrow Account to the individual Selling Stockholders, in accordance with the pro rata allocation set forth on Schedule 1 to the Escrow Agreement and the terms of the SPA. The Escrow Agent shall have no obligation or liability with respect to the allocation or distribution of funds among the individual Selling Stockholders following disbursement to the Stockholder Representative.

Disbursement to the Stockholder Representative shall be made by wire transfer to an account designated by the Stockholder Representative in writing, with wire transfer instructions to be provided to the Escrow Agent at or prior to the Closing Date and attached as part of Exhibit C to the Escrow Agreement.

C. Joint Written Instructions

Except as otherwise expressly provided in the Escrow Agreement (including with respect to deemed acceptances and disbursements pursuant to court orders or arbitral awards), all disbursement instructions delivered to the Escrow Agent must be in the form of joint written disbursement instructions (substantially in the form attached as Exhibit B to the Escrow Agreement) signed by one or more authorized representatives of the Buyer and one or more authorized representatives of the Stockholder Representative, as identified in Exhibit E to the Escrow Agreement.

The Escrow Agent shall be entitled to rely exclusively on such joint written instructions, court orders, or arbitral awards in making any disbursement from the Escrow Account, and shall have no obligation to independently verify the accuracy, validity, or propriety of any such instructions, orders, or awards. The Escrow Agent shall have no liability for any disbursement made in good faith in reliance on joint written instructions, court orders, or arbitral awards that the Escrow Agent reasonably believes to be genuine and properly executed or issued, as applicable.

In the event the Escrow Agent receives conflicting instructions from the Buyer and the Stockholder Representative, or if the Escrow Agent has reasonable doubt as to the proper disbursement of any portion of the Escrow Fund, the Escrow Agent may, in its sole discretion, (i) refrain from taking any action until the conflict or doubt is resolved to its reasonable satisfaction, (ii) commence an interpleader action in a court of competent jurisdiction and deposit the disputed funds into the registry of such court, or (iii) take such other action as it deems appropriate under the circumstances, all without liability to any party.

VIII. Interaction with SPA Indemnification Framework

A. Indemnification Baskets and Caps (Cross-Reference to SPA)

The Escrow Agreement is designed to function in conjunction with, and is subject to, the indemnification framework to be set forth in Article [__] of the SPA. The SPA is expected to include the following threshold and limitation provisions with respect to the Selling Stockholders' indemnification obligations, each of which will affect the availability and amount of claims against the Escrow Fund:

De Minimis Threshold. The SPA is expected to include a de minimis threshold (sometimes referred to as a "mini-basket") that excludes from the Selling Stockholders' indemnification obligations any individual claim or series of related claims with aggregate Losses below a specified dollar amount (the "De Minimis Amount"). The De Minimis Amount has not yet been determined and is an open negotiation point; it is expected to be set at a level that screens out immaterial claims while preserving the Buyer's ability to recover for claims of meaningful size. The De Minimis Amount is typically in the range of $25,000 to $100,000 for a transaction of this size.

Aggregate Deductible Basket. The SPA is expected to include an aggregate deductible basket (the "Basket Amount") that must be exceeded before the Selling Stockholders' indemnification obligations are triggered. The Basket Amount has not yet been determined; based on market practice for transactions of this size and nature, the Basket Amount is expected to be in the range of approximately 0.75% to 1.0% of the Purchase Price (i.e., $2,625,000 to $3,500,000). The Basket may be structured as a true deductible (Losses recoverable only in excess of the Basket Amount) or as a tipping basket (all Losses recoverable from the first dollar once the Basket Amount is exceeded); the structure is to be negotiated in the SPA.

Indemnification Cap. The $17,500,000 Escrow Amount is expected to serve as the aggregate cap on the Selling Stockholders' indemnification liability for Losses arising from breaches of general (non-Fundamental) representations and warranties under the SPA. The Escrow Amount thus represents the maximum amount recoverable by the Buyer from the Selling Stockholders for such claims, and the Escrow Fund is intended to be the sole and exclusive funding source for such recovery (subject to the carve-outs described below). For Losses arising from breaches of Fundamental Representations, fraud, and willful breach, the SPA may provide for higher caps up to and including the aggregate Purchase Price, with recovery available directly from the Selling Stockholders (and not limited to the Escrow Fund).

B. Interaction with R&W Insurance

The Buyer is in the process of procuring a buyer-side representations and warranties insurance policy (the "R&W Policy") in connection with the Acquisition. The key parameters of the R&W Policy are as follows:

Broker. The R&W Policy is being arranged through Trident Peak Insurance Brokers Inc., with Megan Forsythe serving as the account executive for this transaction.

Prospective Carrier. Atlas Meridian Underwriters Ltd. has been identified as the prospective lead carrier for the R&W Policy, subject to completion of the underwriting process and execution of a binding policy.

Policy Limit. The proposed policy limit is $35,000,000, representing ten percent (10%) of the $350,000,000 enterprise value. This limit is within the range of market practice for buyer-side R&W policies in mid-market private equity transactions.

Estimated Premium. The estimated premium for the R&W Policy is approximately $1,050,000, based on a rate of 3.0% applied to the $35,000,000 policy limit, plus applicable state surplus lines taxes, broker commissions, and regulatory fees. The premium is expected to be borne by the Buyer.

Retention Structure. The R&W Policy will include a retention (deductible) that must be exhausted before coverage under the policy attaches. The retention is typically set at or near the escrow amount, or at a percentage thereof (commonly 50% of the escrow amount, with the remaining 50% "dropping down" to zero after twelve (12) months). The precise retention structure is subject to underwriter requirements and is a function of the Escrow Amount, the scope of coverage, and the risk profile of the transaction as assessed by Atlas Meridian Underwriters Ltd. during the underwriting process. There are several possible configurations:

(a) Full Retention at Escrow Amount: The R&W Policy attaches above a retention equal to the full $17,500,000 Escrow Amount. Under this structure, the Buyer must first exhaust the Escrow Fund (or incur Losses equal to the retention) before any recovery is available under the R&W Policy.

(b) Partial Retention with Drop-Down: The R&W Policy has an initial retention equal to a percentage of the Escrow Amount (e.g., $8,750,000, representing 50% of the Escrow Amount), which drops down to zero or a reduced amount after a specified period (e.g., twelve (12) months following the Closing Date). Under this structure, the Escrow Fund and the R&W Policy may function in parallel after the drop-down date, with the Buyer having recourse to both sources for covered claims.

(c) Alternative Structure: Other configurations as may be proposed by the underwriter or the broker, including tiered retentions for different categories of representations and warranties.

The interaction between the Escrow Fund and the R&W Policy is a critical coordination point. Claims against the Escrow Account may be required to be exhausted (or a portion thereof) before R&W insurance coverage attaches, depending on the retention structure ultimately agreed upon with the carrier. Coordination between Calderwood & Harkness, Trident Peak Insurance Brokers Inc., and Atlas Meridian Underwriters Ltd. is ongoing and will be a factor in the final structuring of both the Escrow Agreement and the SPA indemnification provisions.

Escrow Agent Acknowledgment. The Escrow Agreement should include an express acknowledgment that the Escrow Agent has no obligations with respect to, and is not a party to, the R&W Policy. The Escrow Agent's duties under the Escrow Agreement are independent of and unrelated to the R&W Policy, and the existence or terms of the R&W Policy shall not affect the Escrow Agent's obligations with respect to the administration of the Escrow Fund.

No Double Recovery. The Buyer's right to recover from both the Escrow Fund and the R&W Policy must be addressed in the SPA to prevent double recovery. The SPA should include a provision requiring the Buyer to credit against any indemnification claim the amount of any insurance proceeds (including R&W Policy proceeds) actually received by the Buyer with respect to the same Loss, and vice versa. The mechanics of subrogation, coordination of benefits, and priority of recovery between the Escrow Fund and the R&W Policy will be negotiated in the SPA.

C. Exclusive Remedy

Subject to carve-outs for fraud, willful breach, intentional misrepresentation, and certain equitable remedies (including injunctive relief and specific performance), the indemnification provisions of Article [__] of the SPA, together with the Escrow Agreement as the funding mechanism therefor, are expected to constitute the exclusive post-closing remedy of the Buyer against the Selling Stockholders with respect to any and all Losses arising from or related to breaches of the representations, warranties, covenants, and agreements set forth in the SPA. Following the Closing, neither the Buyer nor any of its affiliates shall be entitled to assert any claim against the Selling Stockholders (whether in contract, tort, or otherwise) with respect to such matters other than through the indemnification procedures of the SPA and the Escrow Agreement, except to the extent expressly permitted by the fraud and willful breach carve-outs.

The exclusive remedy provision is a fundamental element of the post-closing risk allocation between the Buyer and the Selling Stockholders and is expected to be heavily negotiated. HKA, on behalf of the Selling Stockholders, is likely to insist on a broad exclusive remedy provision as a condition to agreeing to the Escrow Amount and the indemnification framework. The Buyer's position will be to preserve carve-outs for fraud, willful breach, and equitable remedies to the greatest extent possible.

IX. Escrow Agent Provisions

A. Appointment and Acceptance

Northgate Escrow Services LLC shall be appointed as Escrow Agent pursuant to the Escrow Agreement and shall accept such appointment upon execution thereof. The Escrow Agent's acceptance of its appointment shall be conditioned upon the execution and delivery of the Escrow Agreement by all parties, receipt of all required tax identification and wire transfer information, and payment (or agreement to pay) the Escrow Agent's acceptance and setup fees.

The Escrow Agent acts solely as a stakeholder in connection with the Escrow Agreement and holds the Escrow Fund for the benefit of the Buyer and the Selling Stockholders (through the Stockholder Representative) in accordance with the terms and conditions of the Escrow Agreement. The Escrow Agent is not a party to or bound by any other agreement among the parties to the Acquisition, including the SPA, the Rollover Agreement, the R&W Policy, any Employment Agreement, or any other ancillary agreement, and shall have no obligation to review, interpret, or give effect to any provision of any such agreement except as expressly set forth in the Escrow Agreement.

B. Duties and Standard of Care

The Escrow Agent's duties under the Escrow Agreement shall be solely ministerial in nature and shall be limited to those duties expressly set forth in the Escrow Agreement. Without limiting the foregoing:

(a) The Escrow Agent shall not be required to interpret or construe the SPA, any ancillary agreement, or any other document other than the Escrow Agreement itself, and shall not be required to make any determination as to the merits, validity, or amount of any claim or dispute between the Buyer and the Stockholder Representative;

(b) The Escrow Agent shall act in good faith in the performance of its duties but shall not be required to exercise discretion or judgment except to the extent expressly contemplated by the Escrow Agreement;

(c) The Escrow Agent may rely, and shall be fully protected in relying, upon any written instrument, certificate, notice, instruction, court order, arbitral award, or other document believed by the Escrow Agent in good faith to be genuine, to have been duly executed or issued by the purported signatory or issuer thereof, and to be within the authority of the person or entity executing or issuing the same;

(d) The Escrow Agent may consult with and rely upon the advice of legal counsel (including its own in-house counsel) in connection with its duties under the Escrow Agreement, and any action taken or omitted in good faith in reliance upon such advice shall not give rise to any liability on the part of the Escrow Agent; and

(e) The Escrow Agent shall have no duty to monitor the compliance of the Buyer or the Stockholder Representative with the terms of the SPA or any other agreement and shall have no knowledge of or obligation to inquire into any breach, default, or failure under any such agreement.

C. Escrow Agent Fees

The Escrow Agent's fees for its services under the Escrow Agreement shall be as set forth in the fee schedule of Northgate Escrow Services LLC, which shall be attached as Exhibit D to the Escrow Agreement. The anticipated fee structure is as follows:

• Acceptance/Setup Fee: $[TBD] (one-time fee payable at or prior to the Closing Date);

• Annual Administration Fee: $[TBD] per annum, prorated for any partial year during which the Escrow Account is maintained;

• Transaction/Disbursement Fees: $[TBD] per disbursement transaction (whether to the Buyer or to the Stockholder Representative); and

• Extraordinary Fees: Reasonable fees and out-of-pocket expenses incurred by the Escrow Agent in connection with any extraordinary services, including participation in interpleader actions, compliance with legal process, or other services not contemplated by the standard fee schedule, at the Escrow Agent's standard hourly rates.

Fee Allocation: The allocation of Escrow Agent fees between the Buyer and the Selling Stockholders is an open negotiation point. The following alternatives are under consideration:

(i) Escrow Agent fees shared equally (50%/50%) by the Buyer and the Stockholder Representative (on behalf of the Selling Stockholders); (ii) Escrow Agent fees borne solely by the Buyer; or (iii) Escrow Agent fees borne solely by the Selling Stockholders (deducted from the Escrow Fund or paid directly by the Stockholder Representative).

Market practice varies, but in many buyer-led transactions, the Escrow Agent fees are either shared equally or borne by the Selling Stockholders (as the beneficiaries of the escrow release mechanism). The allocation will be determined during SPA negotiations.

Fees may be payable directly by the responsible party to the Escrow Agent or, if so agreed, may be deducted from the Escrow Account by the Escrow Agent, with appropriate notice to the Buyer and the Stockholder Representative.

D. Indemnification of Escrow Agent

The Buyer and the Stockholder Representative (on behalf of the Selling Stockholders), jointly and severally (or on such other allocation basis as may be agreed), shall indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and representatives from and against any and all losses, liabilities, damages, costs, penalties, and expenses (including reasonable attorneys' fees, disbursements, and court costs) arising out of or in connection with the performance of the Escrow Agent's duties under the Escrow Agreement or the administration of the Escrow Fund, except to the extent that any such losses, liabilities, damages, costs, penalties, or expenses are finally determined by a court of competent jurisdiction to have been caused by the Escrow Agent's own gross negligence, willful misconduct, or bad faith.

The indemnification obligations set forth in this Section IX.D shall survive the termination of the Escrow Agreement and the resignation or removal of the Escrow Agent.

E. Resignation and Removal

The Escrow Agent may resign from its appointment under the Escrow Agreement at any time by delivering thirty (30) days' prior written notice of resignation to the Buyer and the Stockholder Representative. Such resignation shall take effect upon the appointment of a successor escrow agent and the transfer of the Escrow Fund to such successor, or upon such earlier date as the parties may agree.

The Buyer and the Stockholder Representative, acting jointly, may remove the Escrow Agent at any time by delivering thirty (30) days' prior written notice of removal to the Escrow Agent. Such removal shall take effect upon the appointment of a successor escrow agent and the transfer of the Escrow Fund to such successor, or upon such earlier date as the parties may agree.

Upon the effective date of any resignation or removal, the Buyer and the Stockholder Representative shall jointly appoint a successor escrow agent reasonably acceptable to both parties. If no successor escrow agent is appointed within sixty (60) calendar days following the effective date of the Escrow Agent's resignation or the delivery of a notice of removal, the Escrow Agent shall have the right, at the joint cost and expense of the Buyer and the Stockholder Representative, to (i) petition a court of competent jurisdiction to appoint a successor escrow agent, or (ii) deposit the Escrow Fund into the registry of such court, whereupon the Escrow Agent shall be discharged from all further obligations under the Escrow Agreement.

F. Limitation of Liability

The Escrow Agent shall not be liable to the Buyer, the Stockholder Representative, or any Selling Stockholder for any act or omission in the performance of its duties under the Escrow Agreement, except in cases of gross negligence, willful misconduct, or bad faith as finally determined by a court of competent jurisdiction. Without limiting the foregoing:

(a) The Escrow Agent shall not be liable for any loss of principal or income on investments of the Escrow Fund made in accordance with the investment provisions of Section V above, except to the extent such loss is directly attributable to the Escrow Agent's own gross negligence, willful misconduct, or bad faith;

(b) The Escrow Agent shall not be liable for any delays or failures in the performance of its duties resulting from acts of God, war, terrorism, fire,

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
DRAFT — TERM SHEET AND OUTLINE
ESCROW AGREEMENT
PROJECT TRIDENT
Prepared by:
Calderwood & Harkness LLP 277 Park Avenue, 45th Floor New York, NY 10172
February 2026
PRELIMINARY DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO DEFINITIVE SPA
Matter No.: 1041-00004
This document is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of Calderwood & Harkness LLP, the attorneys and staff assigned to the above-referenced matter, and the client to whom it is addressed. Unauthorized disclosure, reproduction, or distribution of this document or its contents is strictly prohibited.
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I. Introduction and Purpose
This term sheet and outline (the "Term Sheet") sets forth the proposed principal terms of the Escrow Agreement (the "Escrow Agreement") to be entered into in connection with the Stock Purchase Agreement (the "SPA") by and among Solara Fleet Holdings LLC, a Delaware limited liability company (the "Buyer"), the Stockholder Representative (as defined in Section II.B below), and Northgate Escrow Services LLC, a Massachusetts limited liability company (the "Escrow Agent"), in connection with Buyer's acquisition (the "Acquisition") of one hundred percent (100%) of the issued and outstanding shares of common stock and Series A Preferred Stock of Meridian FleetWorks, Inc., a Delaware corporation ("MFW" or the "Company"), for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price").
The Escrow Agreement will govern the establishment, maintenance, investment, claims procedure, and distribution of an escrow fund (the "Escrow Fund") to secure the indemnification obligations of the selling stockholders of MFW (collectively, the "Selling Stockholders") under Article [__] of the SPA. The Escrow Fund is a critical component of the Acquisition's post-closing risk allocation framework and is intended to provide Buyer with a readily available source of funds to satisfy any indemnification claims arising out of breaches of the representations, warranties, covenants, and agreements of the Selling Stockholders and the Company under the SPA, subject to the limitations, thresholds, and procedures set forth in the SPA and the Escrow Agreement.
This Term Sheet is preliminary and is being prepared for the purpose of facilitating internal review and discussion among the Calderwood & Harkness deal team and the Solara Digital Infrastructure LP investment professionals responsible for the Acquisition. All terms set forth herein are subject to revision upon finalization of the SPA and related ancillary agreements, including the Rollover Agreement, the Employment Agreements, the Stockholder Representative Agreement, and such other ancillary documents as may be required in connection with the closing of the Acquisition. Capitalized terms used herein without definition shall have the meanings ascribed to them in the SPA, unless the context otherwise requires.
The purpose of circulating this Term Sheet in advance of the definitive SPA draft is to identify and frame the principal economic and structural terms of the Escrow Agreement for early alignment between Calderwood & Harkness and the Solara deal team, and to flag open negotiation points that will need to be addressed in discussions with Hawthorne Kinsey & Alcott LLP ("HKA"), counsel to the Selling Stockholders and the Company.
II. Parties
A. Buyer
Solara Fleet Holdings LLC is a Delaware limited liability company to be formed as a wholly-owned subsidiary of Solara Fund III, LP (EIN: 84-6239017), which is the primary investment vehicle of Solara Digital Infrastructure LP (EIN: 82-4710368). The Buyer's principal office is located at 1200 Market Street, Suite 2400, Wilmington, Delaware 19801. Solara Fleet Holdings LLC will serve as the acquisition vehicle for the Acquisition and will be the direct holder of all of the issued and outstanding shares of common stock and Series A Preferred Stock of MFW following the closing.
The principal contacts at Solara Digital Infrastructure LP for purposes of this transaction are Viktor Sorensen, Managing Partner, and Claire Nakamura, Partner and Head of Software Investing. Mr. Sorensen and Ms. Nakamura are the senior deal team members responsible for the strategic and economic terms of the Acquisition and will have primary oversight of the negotiation and execution of the Escrow Agreement.
The Buyer is represented in this transaction by Calderwood & Harkness LLP, with James Prentice serving as Responsible Partner and Andrew Fitzpatrick serving as Lead Associate. All communications with respect to the Escrow Agreement on behalf of the Buyer should be directed to Calderwood & Harkness LLP unless otherwise indicated.
B. Stockholder Representative
The Stockholder Representative is to be designated in the SPA. It is currently anticipated that Garrett Holliday, Co-Founder, Chief Executive Officer, and Director of MFW, will serve in this capacity. Mr. Holliday holds 3,200,000 shares of MFW common stock, representing approximately 32.0% of the fully diluted equity of the Company (based on a fully diluted share count of 10,000,000 shares, inclusive of all outstanding common stock, Series A Preferred Stock, and vested and in-the-money stock options). Alternatively, the Selling Stockholders may elect to appoint an independent stockholder representative entity (such as Fortis Stockholder Representative LLC or a comparable service provider) by a vote of the majority-in-interest of the Selling Stockholders.
The Stockholder Representative will act on behalf of all Selling Stockholders in connection with post-closing indemnification claims and escrow disbursement decisions under the Escrow Agreement and the SPA. The Selling Stockholders, and their approximate ownership interests on a fully diluted basis, are as follows:
•  Garrett Holliday — approximately 3,200,000 shares (approximately 32.0% of fully diluted equity);
•  Pinnacle Bluff Ventures LLC — approximately 3,400,000 shares of Series A Preferred Stock (approximately 34.0% of fully diluted equity);
•  Diana Vasquez-Park — approximately 1,800,000 shares (approximately 18.0% of fully diluted equity);
•  Marcus Trahan — approximately 230,000 shares and vested options (including 80,000 vested options) (approximately 2.3% of fully diluted equity);
•  Other individual holders — approximately 800,000 shares in the aggregate (approximately 8.0% of fully diluted equity); and
•  Remaining option pool holders — approximately 570,000 vested options (approximately 5.7% of fully diluted equity on a net exercise basis).
Conflict Note: If Garrett Holliday serves as Stockholder Representative, potential conflicts of interest arising from his concurrent $25,000,000 equity rollover investment into Solara Fleet Holdings LLC (pursuant to the Rollover Agreement to be entered into at closing) will need to be carefully addressed. Mr. Holliday's dual role as both a Selling Stockholder and a continuing equity holder in the post-closing entity creates a structural misalignment with the interests of the other Selling Stockholders who will not be participating in the rollover and who will have no ongoing economic interest in the Company following the closing. Specifically, Mr. Holliday may have a reduced incentive to vigorously contest indemnification claims asserted by the Buyer if the economic effect of such claims is partially offset by his continuing equity interest in the Buyer entity. The Calderwood & Harkness deal team recommends that this conflict be discussed with the Solara team to determine whether it is preferable from a governance and litigation-risk perspective to support the appointment of an independent Stockholder Representative rather than Mr. Holliday. This issue will also be raised by HKA on behalf of the other Selling Stockholders, particularly Pinnacle Bluff Ventures LLC, which holds the largest single block of shares (34.0%).
C. Escrow Agent
Northgate Escrow Services LLC is a Massachusetts limited liability company with offices at 100 Summer Street, Suite 800, Boston, Massachusetts 02110. Northgate is a nationally recognized independent escrow services firm and has been engaged to serve as escrow agent in this transaction. Northgate is also currently serving as the depository institution for the $2,500,000 exclusivity deposit made by Buyer under the Letter of Intent dated February 18, 2026 (reference LOI-MFW-2026-0218), which deposit will be credited against the Purchase Price at closing or returned to Buyer in accordance with the terms of the LOI.
The engagement of Northgate Escrow Services LLC is subject to execution of the definitive Escrow Agreement and agreement on the fee schedule described in Section IX.C below. Northgate's standard form of escrow agreement has been requested and is expected to serve as the initial drafting template for the definitive Escrow Agreement, subject to modifications to conform to the transaction-specific terms set forth in this Term Sheet and the SPA.
III. Escrow Fund — Establishment and Amount
A. Escrow Deposit
At the closing of the transactions contemplated by the SPA (the "Closing"), currently targeted for April 30, 2026 (with an outside date of June 30, 2026, as set forth in the LOI), the Buyer shall withhold from the aggregate closing consideration payable to the Selling Stockholders an amount equal to Seventeen Million Five Hundred Thousand Dollars ($17,500,000) (the "Escrow Amount"). The Escrow Amount represents five percent (5%) of the aggregate Purchase Price of $350,000,000.
The Escrow Amount shall be deposited by the Buyer (or by the closing settlement agent on behalf of the Buyer) with Northgate Escrow Services LLC on the Closing Date, simultaneously with the closing of the transactions contemplated by the SPA and the payment of the remaining Purchase Price to the Selling Stockholders and other applicable recipients. The deposit of the Escrow Amount into the Escrow Account shall constitute payment of a portion of the Purchase Price by Buyer to the Selling Stockholders, subject to the terms and conditions of the Escrow Agreement regarding the holding, investment, and disbursement of such funds.
The Escrow Amount is to be deducted from the cash consideration otherwise payable to the Selling Stockholders at Closing. For purposes of illustrating the expected funds flow, the approximate allocation of the $350,000,000 Purchase Price at Closing is as follows:
•  Garrett Holliday Rollover: $25,000,000 (rolled into equity of Solara Fleet Holdings LLC pursuant to the Rollover Agreement, reducing cash payable to Mr. Holliday at Closing);
•  Estimated MFW Transaction Expenses: approximately $12,000,000 (including investment banking fees payable to Kensington Hale Partners LLC, legal fees payable to HKA, accounting and advisory fees, and other transaction-related costs);
•  Sentinel Commerce Bank Payoff: approximately $4,200,000 (full repayment of the revolving credit facility and term loan outstanding under MFW's existing credit agreement with Sentinel Commerce Bank);
•  Escrow Holdback: $17,500,000 (deposited into the Escrow Account);
•  Net Cash to Selling Stockholders at Closing: approximately $291,300,000 (subject to customary purchase price adjustments for working capital, cash, indebtedness, and transaction expenses as set forth in the SPA).
The Escrow Amount will be allocated among all Selling Stockholders on a pro rata basis in proportion to each Selling Stockholder's respective share of the total closing consideration, determined by reference to the fully diluted capitalization of MFW as of immediately prior to the Closing (based on a fully diluted share count of 10,000,000 shares at $35.00 per share). Each Selling Stockholder's pro rata share of the Escrow Amount shall be set forth on Schedule 1 to the Escrow Agreement.
B. Escrow Fund Composition
The Escrow Amount shall be deposited in immediately available funds denominated in United States Dollars via wire transfer to an account or accounts designated by Northgate Escrow Services LLC in its wire transfer instructions to be provided prior to the Closing Date. The Escrow Amount, together with all Escrow Earnings (as defined in Section V.B below) accrued thereon, shall collectively constitute the Escrow Fund.
A single segregated escrow account shall be maintained by the Escrow Agent (the "Escrow Account") for the deposit and administration of the Escrow Fund. The Escrow Account shall be titled in a manner reflecting the nature of the escrow arrangement (e.g., "Northgate Escrow Services LLC, as Escrow Agent for the benefit of Solara Fleet Holdings LLC and the Selling Stockholders of Meridian FleetWorks, Inc.") and shall be maintained at a federally insured depository institution selected by the Escrow Agent in its reasonable discretion.
Bifurcated Escrow Note: Depending on the outcome of SPA negotiations, the parties may agree to establish a separate special indemnity escrow (the "Special Indemnity Escrow") in addition to the general Escrow Account, to hold additional funds earmarked for specific identified contingencies or indemnification obligations (such as the estimated sales tax liability, the IP assignment gaps, and the TerraLink consent matter described in Section IV.C below). If a bifurcated escrow structure is adopted, the Escrow Agreement will provide for two separate accounts with distinct release schedules, claim procedures, and allocation mechanics. The need for and sizing of any Special Indemnity Escrow is to be determined during SPA negotiation and diligence confirmation. The balance of this Term Sheet assumes a single-account escrow structure unless otherwise noted.
C. Pro Rata Allocation Table (Illustrative)
The following table sets forth the illustrative pro rata allocation of the Escrow Amount among the Selling Stockholders, based on the anticipated fully diluted capitalization of MFW as of the Closing. This allocation is preliminary and is subject to adjustment upon finalization of the capitalization table, confirmation of vested option counts and exercise prices, and determination of the treatment of Mr. Holliday's rollover equity in the allocation methodology.
Note 1: Garrett Holliday's pro rata share of the Escrow Amount is to be calculated net of his $25,000,000 rollover equity contribution into Solara Fleet Holdings LLC. The mechanics of this calculation will be detailed in the SPA and the Rollover Agreement. For purposes of illustration, Mr. Holliday's 3,200,000 shares would generate gross proceeds of $112,000,000 at $35.00 per share; the $25,000,000 rollover represents approximately 714,286 share equivalents at $35.00 per share, reducing his "cash-out" shares to approximately 2,485,714 shares with corresponding adjustment to his pro rata escrow allocation. The precise methodology (i.e., whether the rollover is treated as a reduction in shares for pro rata purposes or as a separate non-escrow transaction) is an open item.
Note 2: Option holders' escrow allocation is based on net spread value rather than gross per-share consideration. The weighted-average exercise price across the 650,000 vested and in-the-money options is $8.50 per share, yielding a net spread of $26.50 per option share ($35.00 per share less $8.50 exercise price). Aggregate net option proceeds are approximately $17,225,000 across 650,000 options. Of the 650,000 total options, 80,000 are held by Marcus Trahan (included in his individual line above) and 570,000 are held by other option pool participants. The pro rata escrow allocation for option holders is calculated based on each holder's net spread value as a proportion of the aggregate closing consideration, consistent with market practice for option holder escrow participation.
IV. Escrow Term and Release Schedule
A. General Escrow Period
The Escrow Account shall remain in effect for a period of eighteen (18) months following the Closing Date (the "Escrow Period"). The Escrow Period is intended to provide the Buyer with a reasonable window of time following the Closing to identify, investigate, and assert indemnification claims arising from breaches of the Selling Stockholders' representations and warranties under the SPA, while balancing the Selling Stockholders' interest in obtaining access to their escrowed funds in a timely manner.
Assuming a Closing Date of April 30, 2026, the scheduled expiration of the Escrow Period would be approximately October 31, 2027. In the event the Closing occurs after April 30, 2026 but prior to the outside date of June 30, 2026, the Escrow Period expiration date shall be adjusted accordingly (i.e., eighteen months following the actual Closing Date).
B. Scheduled Release
On the first business day following the expiration of the Escrow Period (the "Scheduled Release Date"), the Escrow Agent shall release to the Stockholder Representative (for further distribution to the Selling Stockholders on a pro rata basis in accordance with Schedule 1 to the Escrow Agreement) the entire remaining balance of the Escrow Account, less the aggregate amount of any then-pending and unresolved claims that have been timely submitted by the Buyer pursuant to the claim procedures described in Section VI below (such withheld amount, the "Pending Claims Reserve").
The Pending Claims Reserve shall be calculated as the sum of the Claimed Amounts (or good-faith estimates thereof) set forth in all outstanding Claim Notices that have been delivered by the Buyer prior to the expiration of the Escrow Period and that have not been finally resolved (whether by acceptance, deemed acceptance, settlement, or final judicial or arbitral determination) as of the Scheduled Release Date. The Escrow Agent shall not be required to independently assess the merits or validity of any pending claim in determining the Pending Claims Reserve; rather, the Escrow Agent shall rely on the Claim Notices and any joint written instructions received from the parties.
Any Pending Claims Reserve shall continue to be held by the Escrow Agent in the Escrow Account until final resolution (by written agreement of the Buyer and the Stockholder Representative, or by a final, non-appealable judgment, order, or arbitral award of a court or arbitral tribunal of competent jurisdiction) of each underlying claim. Upon final resolution of each claim within the Pending Claims Reserve:
(a) To the extent the claim is resolved in favor of the Buyer (in whole or in part), the Escrow Agent shall disburse the applicable portion of the Pending Claims Reserve to the Buyer in accordance with Section VII.A below; and
(b) To the extent the claim is resolved in favor of the Selling Stockholders (in whole or in part), the Escrow Agent shall disburse the applicable portion of the Pending Claims Reserve to the Stockholder Representative for distribution to the Selling Stockholders in accordance with Section VII.B below.
C. Survival Period Alignment
The eighteen (18)-month Escrow Period is intended to align with the survival period for general representations and warranties of the Selling Stockholders and the Company under the SPA. It is anticipated that the SPA will provide that the general representations and warranties of the Selling Stockholders (i.e., those representations and warranties other than the Fundamental Representations defined below) shall survive the Closing for a period of eighteen (18) months and shall terminate and be of no further force or effect upon the expiration of such period, except to the extent a valid Claim Notice has been delivered prior to such expiration.
The SPA is expected to provide for extended survival periods with respect to certain categories of representations and warranties, as follows:
Fundamental Representations. The representations and warranties relating to organization and existence, corporate authority and due authorization, capitalization, title to shares, tax matters, and brokers and finders (collectively, the "Fundamental Representations") are expected to survive the Closing for a period of thirty-six (36) months or, in certain cases, until the expiration of the applicable statute of limitations (including any extensions or tolling thereof). The Escrow Agreement will need to accommodate any claims based on breaches of Fundamental Representations that are asserted after the expiration of the eighteen-month Escrow Period but within the extended survival period for such representations. The mechanism for funding such claims — whether through the Escrow Account (if any balance remains) or through direct claims against the Selling Stockholders outside of the escrow — is an open item to be resolved in SPA negotiations. One approach is for the SPA to provide that the Escrow Account serves as the exclusive remedy for general representation claims, while Fundamental Representation claims and fraud claims may be pursued directly against the Selling Stockholders (subject to applicable caps) even after exhaustion or release of the escrow.
Special Indemnities. The SPA may include specific indemnification obligations of the Selling Stockholders with respect to certain identified matters discovered during diligence, including without limitation: (i) the estimated sales tax liability arising from MFW's failure to collect and remit sales tax in certain jurisdictions during the period 2019–2024, currently estimated at $800,000 to $1,400,000 based on preliminary analysis by Whitmore Sandoval Group LLC; (ii) gaps in intellectual property assignment documentation relating to work product created by three former independent contractors engaged by MFW during the 2015–2016 period, for which confirmatory assignments have not been obtained; and (iii) the risk associated with the TerraLink Systems, Inc. consent requirement under MFW's enterprise license agreement, which may require consent to the change-of-control transaction. These special indemnities may be subject to separate survival periods and separate escrow provisions — the need for and sizing of a Special Indemnity Escrow is to be determined during SPA negotiations with HKA and may depend in part on whether satisfactory resolutions of these identified matters can be achieved prior to or at Closing.
D. Early Release (Optional)
The parties may agree to include an interim release provision in the Escrow Agreement, pursuant to which a portion of the then-remaining Escrow Amount would be released to the Stockholder Representative prior to the expiration of the full eighteen-month Escrow Period. The proposed interim release structure is as follows:
On the first business day following the twelve (12)-month anniversary of the Closing Date (approximately April 30, 2027, assuming an April 30, 2026 Closing), the Escrow Agent shall release to the Stockholder Representative an amount equal to fifty percent (50%) of the then-remaining balance of the Escrow Account, less the aggregate amount of any then-pending and unresolved claims (the "Interim Release Amount"). The remaining fifty percent (50%) of the Escrow Account balance (plus any Pending Claims Reserve from the Interim Release) shall continue to be held until the Scheduled Release Date.
The inclusion of an interim release provision is subject to negotiation with HKA on behalf of the Selling Stockholders. The Selling Stockholders are expected to advocate for an interim release as a means of providing earlier access to a portion of the escrowed funds, while the Buyer may resist an interim release on the grounds that the full Escrow Amount should remain available as security for the entire eighteen-month survival period. If an interim release is agreed upon, the Buyer may seek to impose conditions on the release, such as (i) no pending claims in excess of a specified threshold, (ii) no material adverse change in the Company's business since the Closing, or (iii) delivery of updated representations and warranties by the Stockholder Representative. These conditions are open items.
V. Investment of Escrow Funds
A. Permitted Investments
The Escrow Agent shall invest and reinvest the Escrow Amount, and all Escrow Earnings accrued thereon, in one or more of the following categories of investments (collectively, "Permitted Investments"), as jointly directed in writing by the Buyer and the Stockholder Representative:
(i) United States Treasury bills, notes, or bonds with remaining maturities not exceeding twelve (12) months from the date of acquisition;
(ii) Money market funds that invest exclusively in direct obligations of the United States of America or obligations the full and timely payment of principal of and interest on which is guaranteed by the United States of America, and that maintain a stable net asset value of $1.00 per share;
(iii) Certificates of deposit issued by federally insured depository institutions with deposits insured by the Federal Deposit Insurance Corporation (the "FDIC"), provided that (a) the principal amount of each such certificate of deposit does not exceed the applicable FDIC insurance limit per institution and (b) the maturity of each such certificate of deposit does not exceed six (6) months from the date of issuance; and
(iv) Such other investments as the Buyer and the Stockholder Representative may jointly agree upon in writing from time to time, subject to the Escrow Agent's reasonable acceptance of its ability to administer such investments.
In the absence of joint written investment direction from the Buyer and the Stockholder Representative, the Escrow Agent shall invest the Escrow Fund in the default investment, which shall be a money market fund invested exclusively in direct obligations of the United States of America or obligations guaranteed by the United States of America, as selected by the Escrow Agent in its reasonable discretion (the "Default Investment"). The Escrow Agent shall have no obligation to invest or reinvest the Escrow Fund in any investment other than the Default Investment unless and until it receives joint written investment direction signed by authorized representatives of both the Buyer and the Stockholder Representative.
The Escrow Agent shall not be liable for any loss of principal or diminution in value resulting from investments made in accordance with the investment directions of the Buyer and the Stockholder Representative, or in the Default Investment, except to the extent attributable to the Escrow Agent's own gross negligence, willful misconduct, or bad faith. The parties acknowledge that the Escrow Agent is not acting as an investment advisor with respect to the Escrow Fund and that neither the Buyer nor the Stockholder Representative is relying on the Escrow Agent for investment advice.
B. Income and Tax Treatment
All interest, dividends, and other income earned on the Escrow Amount and the Escrow Fund (collectively, "Escrow Earnings") shall be treated for federal, state, and local income tax purposes as income of the Selling Stockholders, allocated pro rata among the Selling Stockholders in proportion to their respective shares of the Escrow Amount as set forth on Schedule 1 to the Escrow Agreement. The Escrow Earnings shall be reported under the Tax Identification Numbers of the individual Selling Stockholders (or, if a representative Tax Identification Number is used, under the Tax Identification Number of the Stockholder Representative), as applicable, and the Escrow Agent shall have no responsibility for determining the proper tax treatment of any Escrow Earnings except as expressly set forth in the Escrow Agreement.
All Escrow Earnings shall be added to and become a part of the Escrow Fund and shall be held in the Escrow Account on the same terms and subject to the same conditions as the original Escrow Amount. Upon release of any portion of the Escrow Fund (whether to the Buyer or to the Stockholder Representative), Escrow Earnings attributable to the released amount shall be disbursed together with the principal amount being released, in the same proportions.
The Escrow Agent shall issue Internal Revenue Service Forms 1099 (or such other applicable tax reporting forms) to the Stockholder Representative and/or the individual Selling Stockholders, as required by applicable law, reflecting the Escrow Earnings allocated to each such person during each calendar year. The Escrow Agent shall withhold any amounts required to be withheld under applicable federal, state, or local tax laws in the event that a Selling Stockholder fails to provide a valid IRS Form W-9 or applicable substitute form.
C. Tax Identification Numbers
The Stockholder Representative shall provide the Escrow Agent, on or prior to the Closing Date, with a completed and duly executed IRS Form W-9 (or, if applicable, IRS Form W-8BEN or W-8BEN-E) for each Selling Stockholder, together with such additional tax identification and certification information as the Escrow Agent may reasonably request for purposes of compliance with applicable tax reporting and withholding obligations. If a representative Tax Identification Number is to be used for the Escrow Account in lieu of individual Selling Stockholder Tax Identification Numbers, the Stockholder Representative shall provide its own Tax Identification Number and such supporting documentation as the Escrow Agent may require, and the Stockholder Representative shall be solely responsible for the further allocation and reporting of Escrow Earnings among the individual Selling Stockholders.
VI. Claim Procedures
A. Notice of Claim by Buyer
The Buyer may submit a claim against the Escrow Fund (a "Claim Notice") at any time during the Escrow Period with respect to any indemnifiable losses, damages, costs, expenses, liabilities, or obligations (collectively, "Losses") arising from or related to breaches of the representations, warranties, covenants, or agreements of the Selling Stockholders or the Company under the SPA, or otherwise arising under the indemnification provisions of Article [__] of the SPA. For the avoidance of doubt, the Buyer's right to submit a Claim Notice shall extend to claims for Losses that have been incurred or are reasonably anticipated to be incurred, including third-party claims for which indemnification is sought under the SPA.
Each Claim Notice shall be delivered in writing (in accordance with the notice provisions set forth in Section XI.C below) to both the Escrow Agent and the Stockholder Representative and shall include, at a minimum, the following information:
1.  A reasonably detailed description of the facts and circumstances giving rise to the claim, including the nature of the alleged breach or indemnifiable event and the time period during which the relevant events occurred or are alleged to have occurred;
2.  Identification of the specific representations, warranties, covenants, or agreements under the SPA that are alleged to have been breached, or the specific indemnification provision of the SPA under which the claim is asserted, by reference to the applicable section number(s) of the SPA;
3.  The aggregate dollar amount of the Losses claimed by the Buyer (or, if the amount of such Losses is not yet determinable with reasonable precision, a good-faith estimate thereof, together with a statement explaining why the amount is not yet determinable and when a more precise determination is expected to be available) (the "Claimed Amount"); and
4.  Copies of any supporting documentation, correspondence, agreements, reports, or other materials that are reasonably available to the Buyer at the time of delivery of the Claim Notice and that are relevant to the factual or legal basis of the claim. The Buyer shall supplement the Claim Notice with additional supporting documentation as it becomes available, without prejudice to the timeliness or validity of the original Claim Notice.
The delivery of a Claim Notice shall constitute the Buyer's assertion of a claim against the Escrow Fund for the Claimed Amount and shall cause the Escrow Agent to hold the Claimed Amount (or, if the remaining balance of the Escrow Fund is less than the Claimed Amount, the entire remaining balance) in the Escrow Account pending resolution of the claim in accordance with the procedures set forth in this Section VI.
B. Response Period
The Stockholder Representative shall have thirty (30) calendar days from receipt of a Claim Notice (the "Response Period") to deliver a written response (the "Response") to both the Buyer and the Escrow Agent. The Response shall state whether the Stockholder Representative, on behalf of the Selling Stockholders:
1.  Accepts the claim in whole, in which case the Response shall so state and shall constitute authorization to the Escrow Agent to disburse the Claimed Amount to the Buyer from the Escrow Account in accordance with Section VII.A below;
2.  Accepts the claim in part, in which case the Response shall specify the dollar amount that is accepted (the "Accepted Amount") and the dollar amount that is disputed (the "Disputed Amount"), together with a reasonably detailed explanation of the basis for the partial acceptance and partial dispute; or
3.  Disputes the claim in whole, in which case the Response shall constitute a "Dispute Notice" and shall specify the Disputed Amount (which shall be equal to the full Claimed Amount) and the grounds for dispute, including a reasonably detailed explanation of the factual or legal basis on which the Stockholder Representative contends that the claim is invalid, not indemnifiable, or overstated.
Deemed Acceptance. If the Stockholder Representative fails to deliver a Response within the Response Period, the Claim Notice shall be deemed accepted in full by the Stockholder Representative, and the Escrow Agent shall disburse the entire Claimed Amount to the Buyer from the Escrow Account in accordance with Section VII.A below, without further action or authorization by the Stockholder Representative. The parties acknowledge that the deemed acceptance provision is intended to provide certainty and finality in the claim process and to incentivize timely responses by the Stockholder Representative. The Stockholder Representative should ensure that adequate mechanisms are in place to receive and review Claim Notices promptly.
C. Resolution of Disputed Claims
If the Stockholder Representative timely delivers a Dispute Notice (whether disputing a claim in whole or in part), the following procedures shall apply to the Disputed Amount:
Negotiation Period. The Buyer and the Stockholder Representative shall negotiate in good faith for a period of thirty (30) calendar days following delivery of the Dispute Notice (the "Negotiation Period") to attempt to resolve the dispute. During the Negotiation Period, each party shall make available such information and personnel as may be reasonably necessary to facilitate productive discussions. The parties may extend the Negotiation Period by mutual written agreement.
Formal Dispute Resolution. If the dispute is not resolved during the Negotiation Period, the dispute shall be resolved in accordance with the dispute resolution provisions of the SPA, which are expected to provide for either (a) binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, or (b) litigation in the Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware), with Delaware law governing the merits of the dispute. The specific dispute resolution mechanism is to be aligned with the SPA's general dispute resolution framework, which is an open negotiation point.
Escrow Agent's Role During Disputes. During the pendency of any disputed claim, the Escrow Agent shall hold the Disputed Amount in the Escrow Account and shall have no obligation to make any determination as to the merits, validity, or amount of any claim or dispute. The Escrow Agent shall not be required to participate in any negotiation, arbitration, or litigation between the Buyer and the Stockholder Representative and shall disburse the Disputed Amount only upon receipt of (i) joint written instructions signed by authorized representatives of both the Buyer and the Stockholder Representative, or (ii) a final, non-appealable judgment, order, or arbitral award of a court or arbitral tribunal of competent jurisdiction directing the disbursement.
D. Partial Claims / Undisputed Amounts
If the Stockholder Representative's Response accepts a claim in part and disputes the claim in part, the Escrow Agent shall take the following actions:
(a) Accepted Portion: The Escrow Agent shall promptly (and in any event within five (5) business days of receipt of the Response) disburse the Accepted Amount to the Buyer from the Escrow Account in accordance with Section VII.A below; and
(b) Disputed Portion: The Escrow Agent shall continue to hold the Disputed Amount in the Escrow Account pending resolution of the dispute in accordance with Section VI.C above.
The acceptance of a claim in part by the Stockholder Representative shall not be deemed to constitute an admission of liability or a waiver of the Stockholder Representative's right to dispute the remaining portion of the claim.
VII. Disbursement Mechanics
A. Disbursement to Buyer (Indemnification Claims)
Upon the occurrence of any of the following events, the Escrow Agent shall disburse the applicable amount from the Escrow Account to the Buyer (Solara Fleet Holdings LLC) by wire transfer of immediately available funds to the account designated by the Buyer:
(a) Acceptance by Stockholder Representative. Upon receipt by the Escrow Agent of a Response from the Stockholder Representative accepting a Claim Notice in whole or in part, the Escrow Agent shall disburse the Accepted Amount to the Buyer within five (5) business days of receipt of joint written disbursement instructions from the Buyer and the Stockholder Representative in the form attached as Exhibit B to the Escrow Agreement;
(b) Deemed Acceptance. Upon the expiration of the Response Period without delivery of a timely Response by the Stockholder Representative, the Escrow Agent shall disburse the full Claimed Amount to the Buyer within five (5) business days of receipt of written instructions from the Buyer certifying the deemed acceptance and the amount to be disbursed, with a copy to the Stockholder Representative;
(c) Final Resolution of Disputed Claim. Upon receipt by the Escrow Agent of (i) joint written disbursement instructions from the Buyer and the Stockholder Representative reflecting the agreed resolution of a disputed claim, or (ii) a certified copy of a final, non-appealable judgment, order, or arbitral award of a court or arbitral tribunal of competent jurisdiction directing payment to the Buyer, the Escrow Agent shall disburse the amount specified therein to the Buyer within five (5) business days of receipt thereof.
Wire transfer instructions for the Buyer shall be provided to the Escrow Agent at or prior to the Closing Date and shall be attached as part of Exhibit C to the Escrow Agreement. The Buyer may update its wire transfer instructions by written notice to the Escrow Agent and the Stockholder Representative in accordance with the notice provisions of the Escrow Agreement, subject to any verification procedures established by the Escrow Agent.
B. Disbursement to Selling Stockholders (Scheduled and Final Release)
Upon expiration of the Escrow Period (approximately October 31, 2027, assuming an April 30, 2026 Closing Date), the Escrow Agent shall disburse the remaining balance of the Escrow Account (less any Pending Claims Reserve) to the Stockholder Representative by wire transfer of immediately available funds to an account designated by the Stockholder Representative. The disbursement shall be made within five (5) business days following the Scheduled Release Date, subject to receipt by the Escrow Agent of a written certification from the Buyer confirming the amount (if any) to be retained as a Pending Claims Reserve and the amount to be released.
If the Buyer fails to deliver such certification within ten (10) business days following the Scheduled Release Date, and no Claim Notices are then pending and unresolved, the Escrow Agent shall release the entire remaining balance of the Escrow Account to the Stockholder Representative without further action by the Buyer.
The Stockholder Representative shall be solely responsible for the further allocation and distribution of any amounts received from the Escrow Account to the individual Selling Stockholders, in accordance with the pro rata allocation set forth on Schedule 1 to the Escrow Agreement and the terms of the SPA. The Escrow Agent shall have no obligation or liability with respect to the allocation or distribution of funds among the individual Selling Stockholders following disbursement to the Stockholder Representative.
Disbursement to the Stockholder Representative shall be made by wire transfer to an account designated by the Stockholder Representative in writing, with wire transfer instructions to be provided to the Escrow Agent at or prior to the Closing Date and attached as part of Exhibit C to the Escrow Agreement.
C. Joint Written Instructions
Except as otherwise expressly provided in the Escrow Agreement (including with respect to deemed acceptances and disbursements pursuant to court orders or arbitral awards), all disbursement instructions delivered to the Escrow Agent must be in the form of joint written disbursement instructions (substantially in the form attached as Exhibit B to the Escrow Agreement) signed by one or more authorized representatives of the Buyer and one or more authorized representatives of the Stockholder Representative, as identified in Exhibit E to the Escrow Agreement.
The Escrow Agent shall be entitled to rely exclusively on such joint written instructions, court orders, or arbitral awards in making any disbursement from the Escrow Account, and shall have no obligation to independently verify the accuracy, validity, or propriety of any such instructions, orders, or awards. The Escrow Agent shall have no liability for any disbursement made in good faith in reliance on joint written instructions, court orders, or arbitral awards that the Escrow Agent reasonably believes to be genuine and properly executed or issued, as applicable.
In the event the Escrow Agent receives conflicting instructions from the Buyer and the Stockholder Representative, or if the Escrow Agent has reasonable doubt as to the proper disbursement of any portion of the Escrow Fund, the Escrow Agent may, in its sole discretion, (i) refrain from taking any action until the conflict or doubt is resolved to its reasonable satisfaction, (ii) commence an interpleader action in a court of competent jurisdiction and deposit the disputed funds into the registry of such court, or (iii) take such other action as it deems appropriate under the circumstances, all without liability to any party.
VIII. Interaction with SPA Indemnification Framework
A. Indemnification Baskets and Caps (Cross-Reference to SPA)
The Escrow Agreement is designed to function in conjunction with, and is subject to, the indemnification framework to be set forth in Article [__] of the SPA. The SPA is expected to include the following threshold and limitation provisions with respect to the Selling Stockholders' indemnification obligations, each of which will affect the availability and amount of claims against the Escrow Fund:
De Minimis Threshold. The SPA is expected to include a de minimis threshold (sometimes referred to as a "mini-basket") that excludes from the Selling Stockholders' indemnification obligations any individual claim or series of related claims with aggregate Losses below a specified dollar amount (the "De Minimis Amount"). The De Minimis Amount has not yet been determined and is an open negotiation point; it is expected to be set at a level that screens out immaterial claims while preserving the Buyer's ability to recover for claims of meaningful size. The De Minimis Amount is typically in the range of $25,000 to $100,000 for a transaction of this size.
Aggregate Deductible Basket. The SPA is expected to include an aggregate deductible basket (the "Basket Amount") that must be exceeded before the Selling Stockholders' indemnification obligations are triggered. The Basket Amount has not yet been determined; based on market practice for transactions of this size and nature, the Basket Amount is expected to be in the range of approximately 0.75% to 1.0% of the Purchase Price (i.e., $2,625,000 to $3,500,000). The Basket may be structured as a true deductible (Losses recoverable only in excess of the Basket Amount) or as a tipping basket (all Losses recoverable from the first dollar once the Basket Amount is exceeded); the structure is to be negotiated in the SPA.
Indemnification Cap. The $17,500,000 Escrow Amount is expected to serve as the aggregate cap on the Selling Stockholders' indemnification liability for Losses arising from breaches of general (non-Fundamental) representations and warranties under the SPA. The Escrow Amount thus represents the maximum amount recoverable by the Buyer from the Selling Stockholders for such claims, and the Escrow Fund is intended to be the sole and exclusive funding source for such recovery (subject to the carve-outs described below). For Losses arising from breaches of Fundamental Representations, fraud, and willful breach, the SPA may provide for higher caps up to and including the aggregate Purchase Price, with recovery available directly from the Selling Stockholders (and not limited to the Escrow Fund).
B. Interaction with R&W Insurance
The Buyer is in the process of procuring a buyer-side representations and warranties insurance policy (the "R&W Policy") in connection with the Acquisition. The key parameters of the R&W Policy are as follows:
Broker. The R&W Policy is being arranged through Trident Peak Insurance Brokers Inc., with Megan Forsythe serving as the account executive for this transaction.
Prospective Carrier. Atlas Meridian Underwriters Ltd. has been identified as the prospective lead carrier for the R&W Policy, subject to completion of the underwriting process and execution of a binding policy.
Policy Limit. The proposed policy limit is $35,000,000, representing ten percent (10%) of the $350,000,000 enterprise value. This limit is within the range of market practice for buyer-side R&W policies in mid-market private equity transactions.
Estimated Premium. The estimated premium for the R&W Policy is approximately $1,050,000, based on a rate of 3.0% applied to the $35,000,000 policy limit, plus applicable state surplus lines taxes, broker commissions, and regulatory fees. The premium is expected to be borne by the Buyer.
Retention Structure. The R&W Policy will include a retention (deductible) that must be exhausted before coverage under the policy attaches. The retention is typically set at or near the escrow amount, or at a percentage thereof (commonly 50% of the escrow amount, with the remaining 50% "dropping down" to zero after twelve (12) months). The precise retention structure is subject to underwriter requirements and is a function of the Escrow Amount, the scope of coverage, and the risk profile of the transaction as assessed by Atlas Meridian Underwriters Ltd. during the underwriting process. There are several possible configurations:
(a) Full Retention at Escrow Amount: The R&W Policy attaches above a retention equal to the full $17,500,000 Escrow Amount. Under this structure, the Buyer must first exhaust the Escrow Fund (or incur Losses equal to the retention) before any recovery is available under the R&W Policy.
(b) Partial Retention with Drop-Down: The R&W Policy has an initial retention equal to a percentage of the Escrow Amount (e.g., $8,750,000, representing 50% of the Escrow Amount), which drops down to zero or a reduced amount after a specified period (e.g., twelve (12) months following the Closing Date). Under this structure, the Escrow Fund and the R&W Policy may function in parallel after the drop-down date, with the Buyer having recourse to both sources for covered claims.
(c) Alternative Structure: Other configurations as may be proposed by the underwriter or the broker, including tiered retentions for different categories of representations and warranties.
The interaction between the Escrow Fund and the R&W Policy is a critical coordination point. Claims against the Escrow Account may be required to be exhausted (or a portion thereof) before R&W insurance coverage attaches, depending on the retention structure ultimately agreed upon with the carrier. Coordination between Calderwood & Harkness, Trident Peak Insurance Brokers Inc., and Atlas Meridian Underwriters Ltd. is ongoing and will be a factor in the final structuring of both the Escrow Agreement and the SPA indemnification provisions.
Escrow Agent Acknowledgment. The Escrow Agreement should include an express acknowledgment that the Escrow Agent has no obligations with respect to, and is not a party to, the R&W Policy. The Escrow Agent's duties under the Escrow Agreement are independent of and unrelated to the R&W Policy, and the existence or terms of the R&W Policy shall not affect the Escrow Agent's obligations with respect to the administration of the Escrow Fund.
No Double Recovery. The Buyer's right to recover from both the Escrow Fund and the R&W Policy must be addressed in the SPA to prevent double recovery. The SPA should include a provision requiring the Buyer to credit against any indemnification claim the amount of any insurance proceeds (including R&W Policy proceeds) actually received by the Buyer with respect to the same Loss, and vice versa. The mechanics of subrogation, coordination of benefits, and priority of recovery between the Escrow Fund and the R&W Policy will be negotiated in the SPA.
C. Exclusive Remedy
Subject to carve-outs for fraud, willful breach, intentional misrepresentation, and certain equitable remedies (including injunctive relief and specific performance), the indemnification provisions of Article [__] of the SPA, together with the Escrow Agreement as the funding mechanism therefor, are expected to constitute the exclusive post-closing remedy of the Buyer against the Selling Stockholders with respect to any and all Losses arising from or related to breaches of the representations, warranties, covenants, and agreements set forth in the SPA. Following the Closing, neither the Buyer nor any of its affiliates shall be entitled to assert any claim against the Selling Stockholders (whether in contract, tort, or otherwise) with respect to such matters other than through the indemnification procedures of the SPA and the Escrow Agreement, except to the extent expressly permitted by the fraud and willful breach carve-outs.
The exclusive remedy provision is a fundamental element of the post-closing risk allocation between the Buyer and the Selling Stockholders and is expected to be heavily negotiated. HKA, on behalf of the Selling Stockholders, is likely to insist on a broad exclusive remedy provision as a condition to agreeing to the Escrow Amount and the indemnification framework. The Buyer's position will be to preserve carve-outs for fraud, willful breach, and equitable remedies to the greatest extent possible.
IX. Escrow Agent Provisions
A. Appointment and Acceptance
Northgate Escrow Services LLC shall be appointed as Escrow Agent pursuant to the Escrow Agreement and shall accept such appointment upon execution thereof. The Escrow Agent's acceptance of its appointment shall be conditioned upon the execution and delivery of the Escrow Agreement by all parties, receipt of all required tax identification and wire transfer information, and payment (or agreement to pay) the Escrow Agent's acceptance and setup fees.
The Escrow Agent acts solely as a stakeholder in connection with the Escrow Agreement and holds the Escrow Fund for the benefit of the Buyer and the Selling Stockholders (through the Stockholder Representative) in accordance with the terms and conditions of the Escrow Agreement. The Escrow Agent is not a party to or bound by any other agreement among the parties to the Acquisition, including the SPA, the Rollover Agreement, the R&W Policy, any Employment Agreement, or any other ancillary agreement, and shall have no obligation to review, interpret, or give effect to any provision of any such agreement except as expressly set forth in the Escrow Agreement.
B. Duties and Standard of Care
The Escrow Agent's duties under the Escrow Agreement shall be solely ministerial in nature and shall be limited to those duties expressly set forth in the Escrow Agreement. Without limiting the foregoing:
(a) The Escrow Agent shall not be required to interpret or construe the SPA, any ancillary agreement, or any other document other than the Escrow Agreement itself, and shall not be required to make any determination as to the merits, validity, or amount of any claim or dispute between the Buyer and the Stockholder Representative;
(b) The Escrow Agent shall act in good faith in the performance of its duties but shall not be required to exercise discretion or judgment except to the extent expressly contemplated by the Escrow Agreement;
(c) The Escrow Agent may rely, and shall be fully protected in relying, upon any written instrument, certificate, notice, instruction, court order, arbitral award, or other document believed by the Escrow Agent in good faith to be genuine, to have been duly executed or issued by the purported signatory or issuer thereof, and to be within the authority of the person or entity executing or issuing the same;
(d) The Escrow Agent may consult with and rely upon the advice of legal counsel (including its own in-house counsel) in connection with its duties under the Escrow Agreement, and any action taken or omitted in good faith in reliance upon such advice shall not give rise to any liability on the part of the Escrow Agent; and
(e) The Escrow Agent shall have no duty to monitor the compliance of the Buyer or the Stockholder Representative with the terms of the SPA or any other agreement and shall have no knowledge of or obligation to inquire into any breach, default, or failure under any such agreement.
C. Escrow Agent Fees
The Escrow Agent's fees for its services under the Escrow Agreement shall be as set forth in the fee schedule of Northgate Escrow Services LLC, which shall be attached as Exhibit D to the Escrow Agreement. The anticipated fee structure is as follows:
•  Acceptance/Setup Fee: $[TBD] (one-time fee payable at or prior to the Closing Date);
•  Annual Administration Fee: $[TBD] per annum, prorated for any partial year during which the Escrow Account is maintained;
•  Transaction/Disbursement Fees: $[TBD] per disbursement transaction (whether to the Buyer or to the Stockholder Representative); and
•  Extraordinary Fees: Reasonable fees and out-of-pocket expenses incurred by the Escrow Agent in connection with any extraordinary services, including participation in interpleader actions, compliance with legal process, or other services not contemplated by the standard fee schedule, at the Escrow Agent's standard hourly rates.
Fee Allocation: The allocation of Escrow Agent fees between the Buyer and the Selling Stockholders is an open negotiation point. The following alternatives are under consideration:
(i) Escrow Agent fees shared equally (50%/50%) by the Buyer and the Stockholder Representative (on behalf of the Selling Stockholders); (ii) Escrow Agent fees borne solely by the Buyer; or (iii) Escrow Agent fees borne solely by the Selling Stockholders (deducted from the Escrow Fund or paid directly by the Stockholder Representative).
Market practice varies, but in many buyer-led transactions, the Escrow Agent fees are either shared equally or borne by the Selling Stockholders (as the beneficiaries of the escrow release mechanism). The allocation will be determined during SPA negotiations.
Fees may be payable directly by the responsible party to the Escrow Agent or, if so agreed, may be deducted from the Escrow Account by the Escrow Agent, with appropriate notice to the Buyer and the Stockholder Representative.
D. Indemnification of Escrow Agent
The Buyer and the Stockholder Representative (on behalf of the Selling Stockholders), jointly and severally (or on such other allocation basis as may be agreed), shall indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and representatives from and against any and all losses, liabilities, damages, costs, penalties, and expenses (including reasonable attorneys' fees, disbursements, and court costs) arising out of or in connection with the performance of the Escrow Agent's duties under the Escrow Agreement or the administration of the Escrow Fund, except to the extent that any such losses, liabilities, damages, costs, penalties, or expenses are finally determined by a court of competent jurisdiction to have been caused by the Escrow Agent's own gross negligence, willful misconduct, or bad faith.
The indemnification obligations set forth in this Section IX.D shall survive the termination of the Escrow Agreement and the resignation or removal of the Escrow Agent.
E. Resignation and Removal
The Escrow Agent may resign from its appointment under the Escrow Agreement at any time by delivering thirty (30) days' prior written notice of resignation to the Buyer and the Stockholder Representative. Such resignation shall take effect upon the appointment of a successor escrow agent and the transfer of the Escrow Fund to such successor, or upon such earlier date as the parties may agree.
The Buyer and the Stockholder Representative, acting jointly, may remove the Escrow Agent at any time by delivering thirty (30) days' prior written notice of removal to the Escrow Agent. Such removal shall take effect upon the appointment of a successor escrow agent and the transfer of the Escrow Fund to such successor, or upon such earlier date as the parties may agree.
Upon the effective date of any resignation or removal, the Buyer and the Stockholder Representative shall jointly appoint a successor escrow agent reasonably acceptable to both parties. If no successor escrow agent is appointed within sixty (60) calendar days following the effective date of the Escrow Agent's resignation or the delivery of a notice of removal, the Escrow Agent shall have the right, at the joint cost and expense of the Buyer and the Stockholder Representative, to (i) petition a court of competent jurisdiction to appoint a successor escrow agent, or (ii) deposit the Escrow Fund into the registry of such court, whereupon the Escrow Agent shall be discharged from all further obligations under the Escrow Agreement.
F. Limitation of Liability
The Escrow Agent shall not be liable to the Buyer, the Stockholder Representative, or any Selling Stockholder for any act or omission in the performance of its duties under the Escrow Agreement, except in cases of gross negligence, willful misconduct, or bad faith as finally determined by a court of competent jurisdiction. Without limiting the foregoing:
(a) The Escrow Agent shall not be liable for any loss of principal or income on investments of the Escrow Fund made in accordance with the investment provisions of Section V above, except to the extent such loss is directly attributable to the Escrow Agent's own gross negligence, willful misconduct, or bad faith;
(b) The Escrow Agent shall not be liable for any delays or failures in the performance of its duties resulting from acts of God, war, terrorism, fire,

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