Contract analysis

I. EXECUTIVE SUMMARY This memorandum sets forth the findings of our review of the corporate and organizational documents of Meridian FleetWorks, Inc. ("MFW" or the "Company") produced in the Thackeray Solutions virtual data room established for Project Trident. The review was conducted in connection with the proposed acquisition of 100% of the issued and outstanding equity of MFW by Solara Fleet Holdings LLC, a to-be

II. FORMATION AND CHARTER DOCUMENTS A. Certificate of Incorporation Meridian FleetWorks, Inc. was incorporated in the State of Delaware on August 14, 2014. The original Certificate of Incorporation (the "Original Charter") was filed with the Delaware Secretary of State on that date under Delaware File Number 5582037. A copy of the Original Charter, bearing the Delaware Secretary of State's filing stamp, was reviewed

III. BYLAWS We reviewed the Company's current bylaws, as most recently amended, which were produced in VDR folder 1.2 (Document 1.2.001, titled "Amended and Restated Bylaws of Meridian FleetWorks, Inc."). The bylaws appear to have been last amended in connection with the Series A Preferred Stock financing, although the precise date of the most recent amendment requires confirmation. The bylaws are generally consisten

IV. BOARD AND STOCKHOLDER RESOLUTIONS A. Board Resolutions We reviewed the minutes of meetings and written consents of the Board of Directors of MFW produced in VDR folder 1.3, covering the period from the Company's formation in August 2014 through the most recent records available in the VDR, which appear to be dated in the fourth quarter of 2025. The resolutions reflect a reasonably complete corporate record, thoug

1. Adoption of the 2016 Stock Incentive Plan. The Board of Directors adopted the 2016 Stock Incentive Plan (the "Plan") by unanimous written consent. The Plan authorizes the issuance of up to 1,300,000 shares of Common Stock in the form of stock options, restricted stock awards, and other equity-based awards. As of the date of the most recent records in the VDR, 650,000 options are currently outstanding under the Pla

2. Authorization of Series A Preferred Stock Issuance. The Board of Directors authorized the issuance of shares of Series A Preferred Stock to Pinnacle Bluff Ventures LLC and other investors in connection with the Company's Series A financing round. The board resolutions approving the Series A financing include authorization of the amendment to the Certificate of Incorporation creating the Series A Preferred Stock, a

3. Approval of Material Contracts. The Board of Directors approved the following material contracts: • The strategic partnership agreement with TerraLink Logistics, Inc. dated March 15, 2022 (VDR folder 1.3, Document 1.3.014). This agreement, which governs the integration of MFW's fleet management platform with TerraLink's logistics network, was approved by a unanimous vote of the Board of Directors at a regularly sc

4. Approval of Executive Employment Agreements. The Board of Directors approved the employment agreements for Garrett Holliday (Chief Executive Officer) and Diana Vasquez-Park (Chief Technology Officer), each effective as of January 1, 2023 (VDR folder 1.3, Documents 1.3.016 and 1.3.017). The minutes reflect that the independent director(s) on the Board led the discussion of the compensation terms and that the intere

5. Approval of the Sentinel Commerce Bank Credit Facility. The Board of Directors approved MFW's entry into a revolving credit facility with Sentinel Commerce Bank, N.A. The date and principal terms of the credit facility resolution are to be confirmed; the credit facility itself is being reviewed as part of the debt and financing diligence workstream. The board resolution authorized the CEO and CFO to execute the cr

6. Annual Officer Elections and Routine Corporate Matters. The Board resolutions include annual elections of officers, ratification of prior actions, and other routine corporate matters. The annual election records appear to be generally complete, though we note below certain periods for which records may be missing. Gaps in Board Records. We note that the VDR does not appear to contain board minutes or written conse

V. GOOD STANDING AND QUALIFICATIONS TO DO BUSINESS A. State of Incorporation — Delaware MFW is incorporated in the State of Delaware under Delaware File Number 5582037. We have requested a current certificate of good standing from the Delaware Secretary of State, dated as close as practicable to the target execution date of the SPA (currently anticipated to be on or about March 31, 2026). As of the date of this memor

VI. CAPITALIZATION A. Authorized Capital As set forth in the Restated Certificate of Incorporation, the total authorized capital stock of MFW consists of the following: (i) Common Stock: 10,000,000 shares of Common Stock, par value $0.001 per share; and (ii) Series A Preferred Stock: 2,000,000 shares of Series A Preferred Stock, par value $0.001 per share. The total authorized capital is therefore 12,000,000 shares.

VII. STOCKHOLDERS' AGREEMENT A. Overview. The Company is party to a Stockholders' Agreement (which may also be titled an "Investors' Rights Agreement" or a combined "Stockholders' and Investors' Rights Agreement") among MFW, Pinnacle Bluff Ventures LLC, Garrett Holliday, Diana Vasquez-Park, and potentially other stockholders. We reviewed a copy of this agreement in VDR folder 1.8 (Document 1.8.001). The Stockholders'

VIII. SUBSIDIARIES AND INVESTMENTS Based on our preliminary review of the VDR records, including the Company's organizational chart, formation documents, and board resolutions, MFW does not appear to have any subsidiaries, whether wholly owned or partially owned. The Company does not appear to hold any equity interests in any other corporation, limited liability company, partnership, joint venture, or other entity. T

IX. STOCKHOLDER APPROVAL REQUIREMENTS FOR THE PROPOSED STOCK PURCHASE A. DGCL Requirements The proposed Transaction is structured as a stock purchase, in which the Buyer will acquire all of the issued and outstanding shares of Common Stock and Series A Preferred Stock of MFW directly from the Company's stockholders, for an aggregate purchase price of $350,000,000. This structure is distinct from a statutory merger un