Contract analysis

I. INTRODUCTION AND PURPOSE This memorandum sets forth the proposed outline and key terms for the Rollover Agreement (the "Rollover Agreement") to be entered into by Garrett Holliday ("Holliday") and Solara Fleet Holdings LLC ("AcquisitionCo" or "Buyer") in connection with the acquisition (the "Acquisition") of 100% of the issued and outstanding shares of common stock and Series A Preferred Stock of Meridian FleetWor

II. PARTIES A. Garrett Holliday Garrett Holliday is the co-founder, Chief Executive Officer, and a member of the board of directors of Meridian FleetWorks, Inc. Holliday has served as CEO of MFW since the Company's founding in 2015 and has been principally responsible for the Company's growth from an early-stage startup to its current position as a leading provider of fleet management and logistics SaaS solutions. Hi

III. ROLLOVER EQUITY — VALUATION AND MECHANICS A. Rollover Amount Holliday will contribute a portion of his equity consideration equal to approximately $25,000,000 in value (the "Rollover Amount") to AcquisitionCo in exchange for Class B Common Units. This Rollover Amount represents approximately 7.14% of the aggregate $350,000,000 deal value ($25,000,000 ÷ $350,000,000 ≈ 7.14%) and approximately 22.32% of Holliday's

IV. MEMBERSHIP INTEREST IN ACQUISITIONCO A. Class of Membership Interest In exchange for the contribution of the Rollover Amount, Holliday will receive Class B Common Units of Solara Fleet Holdings LLC. The LLC Agreement of AcquisitionCo will provide for two classes of common membership interests: (i) Class A Common Units, to be held by Solara Fund III, LP, representing Fund III's equity contribution of $175,000,000

V. GOVERNANCE RIGHTS A. Board / Manager Designation Rights AcquisitionCo will be a manager-managed limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. The management and affairs of AcquisitionCo will be vested in a board of managers (the "Board") or such other managing body as may be established under the LLC Agreement. Solara Fund III, LP (acting through Solara Digi

VI. TRANSFER RESTRICTIONS A. General Lock-Up Holliday may not transfer, sell, assign, pledge, hypothecate, encumber, or otherwise dispose of (collectively, "Transfer") any of his Class B Common Units, or any interest therein, without the prior written consent of Solara Fund III, LP (acting through its general partner, Solara Digital Infrastructure GP LLC), which consent may be withheld in Solara's sole and absolute d

VII. TAG-ALONG AND DRAG-ALONG RIGHTS A. Tag-Along (Co-Sale) Rights If Solara Fund III, LP proposes to sell or transfer fifty percent (50%) or more of its Class A Common Units to a bona fide third party (other than to an affiliate of Solara Fund III, LP), Holliday will have the right (but not the obligation) to participate in such sale on a pro rata basis, on the same terms and conditions as those applicable to Solara

VIII. RESTRICTIVE COVENANTS (CROSS-REFERENCE) The Rollover Agreement will incorporate by reference, or contain express cross-references to, the Restrictive Covenant Agreement to be entered into separately by Holliday in connection with the closing of the Acquisition (the "Restrictive Covenant Agreement"). The Restrictive Covenant Agreement will be negotiated as a separate ancillary agreement and will be the subject o

IX. TAX TREATMENT A. Intended Tax-Deferred Contribution — Section 721 The contribution of MFW equity (or the right to cash consideration) by Holliday to AcquisitionCo in exchange for Class B Common Units is intended to be treated as a tax-deferred contribution under Section 721 of the Internal Revenue Code of 1986, as amended (the "Code"). Section 721(a) provides, as a general rule, that no gain or loss shall be reco

X. PUT/CALL RIGHTS A. Put Right (Holliday) Holliday will have a put right (the "Put Right") entitling him to require Solara Fund III, LP (or, at Solara's election, AcquisitionCo) to purchase all or any portion of Holliday's Class B Common Units at fair market value. The Put Right is intended to provide Holliday with a liquidity mechanism in the event that a sale or other liquidity event has not occurred within the an