Contract analysis

I. EXECUTIVE SUMMARY AND PURPOSE This memorandum summarizes the results of Calderwood & Harkness LLP's review of the material contracts of Meridian FleetWorks, Inc. ("MFW" or the "Company") in connection with the proposed acquisition of 100% of the issued and outstanding shares of common stock and Series A Preferred Stock of MFW by Solara Fleet Holdings LLC ("Buyer"), a wholly-owned subsidiary of Solara Fund III, LP

II. MFW MASTER SUBSCRIPTION AGREEMENT (STANDARD FORM) A. Overview MFW's primary revenue-generating contractual arrangement is its Master Subscription Agreement (the "MSA"), a standard-form Software-as-a-Service ("SaaS") subscription agreement used across the Company's customer base. Based on information provided in the virtual data room and confirmed by MFW management through HKA, the MSA governs approximately 4,200

III. TERRALINK LOGISTICS, INC. — STRATEGIC PARTNERSHIP AGREEMENT A. Overview The strategic partnership agreement between Meridian FleetWorks, Inc. and TerraLink Logistics, Inc. ("TerraLink"), a Texas corporation headquartered in Houston, Texas, represents MFW's most significant individual customer relationship and the contract with the most material implications for the Transaction. TerraLink is a publicly traded mid

1. Initiate Consent Solicitation Immediately. Solara should engage with MFW management — specifically, Garrett Holliday, who maintains the primary commercial relationship with TerraLink — to initiate the consent solicitation process with TerraLink as soon as practicable. Early engagement is critical, as the consent solicitation may require multiple rounds of communication, potential negotiation of enhanced terms or c

2. Condition Precedent to Closing. The definitive Stock Purchase Agreement should include the delivery of TerraLink's prior written consent to the Transaction as a condition precedent to the Buyer's obligation to close. This ensures that the Transaction will not be consummated without the required consent, protecting the Buyer from the risk of post-closing termination by TerraLink.

3. Form of Consent Letter. Calderwood & Harkness should prepare a form of consent letter for TerraLink's execution, which should provide that: (a) TerraLink consents unconditionally and irrevocably to the Transaction; (b) TerraLink waives any right to terminate the TerraLink Agreement or claim liquidated damages in connection with the Transaction; and (c) the TerraLink Agreement will continue in full force and effect

4. Holliday to Lead Consent Process. We recommend that Garrett Holliday lead the consent solicitation, given his existing relationship with TerraLink's senior management. The consent solicitation should be framed as a routine corporate matter and an opportunity to reaffirm the partnership, rather than a disruptive event. Solara may wish to consider whether a representative of the Buyer or the Sponsor should participa

5. Renewal Considerations. The renewal negotiation deadline of approximately November 14, 2026 (120 days before the March 14, 2027 expiration) is less than seven months after the anticipated closing date. Early and proactive engagement with TerraLink in connection with the consent solicitation may also facilitate productive renewal discussions, enabling Solara to secure a multi-year renewal of the TerraLink relations

IV. BRINDOVAL DATA SOLUTIONS LLC — CLOUD HOSTING AGREEMENT A. Overview The Cloud Hosting Agreement between Meridian FleetWorks, Inc. and Brindoval Data Solutions LLC ("Brindoval"), an Oregon limited liability company (VDR Reference: MFW-VDR-007.01), governs the provision of cloud infrastructure hosting, data storage, managed security services, and disaster recovery capabilities upon which the FleetCore™ platform oper

V. SENTINEL COMMERCE BANK, N.A. — EXISTING CREDIT FACILITY A. Overview Meridian FleetWorks, Inc. maintains a revolving credit facility (VDR Reference: MFW-VDR-009.01) with Sentinel Commerce Bank, N.A. ("Sentinel"), a national banking association with principal offices at 2100 Wilson Boulevard, Suite 700, Arlington, Virginia 22201. The facility was originally established in September 2021 and was most recently amended

1. Payoff Letter. Calderwood & Harkness should request a payoff letter from Sentinel Commerce Bank, N.A., to be delivered no later than five (5) business days prior to the anticipated closing date. The payoff letter should confirm: (a) the exact payoff amount as of the anticipated closing date, including all outstanding principal, accrued and unpaid interest, fees, and any other amounts owed; (b) whether any prepayme

2. Coordination with New Lender. The payoff and release of Sentinel's liens must be coordinated with the closing of the new senior secured credit facility being provided by Ironclad National Bank and Ridgeline Commercial Lending Corp. (the "New Credit Facility"), which will provide $175,000,000 in committed financing to support the Transaction. The New Credit Facility will be secured by a first-priority lien on subst

3. Confirm Absence of Prepayment Penalties. Revolving credit facilities typically do not include prepayment penalties, as the borrower has the right to repay and re-borrow throughout the term. However, we recommend confirming with HKA that the Sentinel credit agreement does not contain any early termination fee, minimum usage requirement, or other provision that would result in additional costs upon payoff at closing

4. Covenant Compliance Through Closing. MFW must remain in compliance with the financial covenants and other obligations under the Sentinel credit agreement through the closing date, as a default (other than the change-of-control default triggered at closing) could give rise to remedies by Sentinel that could complicate the Transaction. We recommend that MFW management be reminded of this obligation and that any plan

VI. EXECUTIVE EMPLOYMENT AGREEMENTS A. Garrett Holliday — Employment Agreement We have reviewed the Employment Agreement between Meridian FleetWorks, Inc. and Garrett Holliday (VDR Reference: MFW-VDR-011.01), effective as of January 1, 2023. A summary of the key terms is set forth below. Position and Title. Holliday serves as Co-Founder, Chief Executive Officer, and a member of the Board of Directors of MFW. He repor

Section 280G Analysis. The change-of-control severance provisions, combined with the potential acceleration of unvested equity awards and the Holliday rollover arrangement, should be carefully analyzed for potential issues under Section 280G of the Internal Revenue Code. Section 280G imposes a twenty percent (20%) excise tax (under Section 4999) on "excess parachute payments" — generally defined as payments contingen

VII. MFW 2016 STOCK INCENTIVE PLAN A. Overview The MFW 2016 Stock Incentive Plan (the "Plan") was adopted by MFW's Board of Directors and approved by its shareholders in 2016 (VDR Reference: MFW-VDR-013.01). The Plan authorizes the issuance of equity-based incentive awards to eligible participants, including employees, officers, directors, and consultants of MFW. Authorized Shares. The Plan reserves 1,300,000 shares