Contract analysis

I. Executive Summary This memorandum summarizes the findings of the intellectual property due diligence review of Meridian FleetWorks, Inc. ("MFW" or the "Company") conducted by Calderwood & Harkness LLP ("C&H") in connection with the proposed acquisition by Solara Fleet Holdings LLC, a to-be-formed Delaware limited liability company and wholly-owned subsidiary of Solara Fund III, LP (collectively with Solara Digital

II. Scope of Review In conducting this IP due diligence review, C&H reviewed or is in the process of reviewing the following categories of documents and information:

1. IP Asset Schedules. MFW's IP asset schedules provided in the Project Trident VDR (Folders 4.1 through 4.7), including lists of registered and unregistered intellectual property, domain name registrations, and descriptions of proprietary technology.

2. Trademark Registrations and Applications. United States Patent and Trademark Office ("USPTO") records for all registered and pending trademarks identified in MFW's IP asset schedules, including registration certificates, specimens of use, and maintenance filings.

3. Domain Name Registrations. WHOIS records and registrar account information for all domain names identified by MFW as Company-owned, including primary and defensive registrations.

4. Software Architecture Documentation and Development History. Technical documentation provided in the VDR describing the Platform's software architecture, module structure, version history, and development timeline, supplemented by oral representations from Diana Vasquez-Park (Co-Founder and CTO) regarding the history and evolution of the Platform since its inception in 2014.

5. Contractor and Employee IP Assignment Agreements. Employment agreements, offer letters, contractor agreements, consulting agreements, and related documents for current and former employees and independent contractors, with particular focus on invention assignment, work-for-hire, and confidentiality provisions. This review includes the identification of gaps in IP assignment documentation for former contractors eng

6. Third-Party Software License Agreements. Commercial license agreements, subscription agreements, and service agreements for third-party software components incorporated into or used in connection with the Platform.

7. Open-Source Software Inventory / Bill of Materials. The partial software bill of materials ("SBOM") provided by MFW identifying open-source components utilized in the Platform, including license types and usage descriptions. As noted below, the SBOM provided to date is incomplete and a final, complete version has been requested.

8. Brindoval Data Solutions LLC Cloud Hosting Agreement. The cloud hosting agreement between MFW and Brindoval Data Solutions LLC dated September 1, 2023 (the "Brindoval Agreement"), with an approximate annual spend of $2,100,000, reviewed to the extent it implicates IP ownership, data rights, source code access, and confidentiality obligations.

9. MFW Master Subscription Agreement. The standard-form Master Subscription Agreement ("MSA") utilized by MFW with its approximately 4,200 active customer accounts, reviewed with respect to IP-related provisions including IP ownership, license grants, IP indemnification, data rights, and restrictions on reverse engineering.

10. TerraLink Logistics, Inc. Strategic Partnership Agreement. The Strategic Partnership Agreement between MFW and TerraLink Logistics, Inc. ("TerraLink") dated March 15, 2022 (the "TerraLink Agreement"), reviewed with respect to IP-related provisions, given TerraLink's status as MFW's largest customer with approximately $3,800,000 in annual recurring revenue ("ARR"). Certain aspects of the TerraLink Agreement, inclu

11. MFW 2016 Stock Incentive Plan and Related Agreements. The MFW 2016 Stock Incentive Plan (the "Plan") and related stock option award agreements, reviewed for IP-related covenants, including invention assignment clauses applicable to option holders.

12. CTO Representations. Oral representations provided by Diana Vasquez-Park regarding the Platform development history, the nature and scope of contributions by early-stage contractors, and MFW's internal engineering practices with respect to open-source software usage. Note: This review is ongoing. Certain supplemental materials identified in the Diligence Request List remain outstanding in the VDR as of the date o

III. Proprietary Software — Fleet Management Platform A. Overview of Platform MFW's core intellectual property asset is its proprietary vertical-SaaS platform (the "Platform"), which provides a comprehensive suite of fleet management tools and services to commercial transportation and logistics companies. The Platform's principal functionality includes the following modules: • Fleet Management and Vehicle Tracking. R

1. General IP Ownership Representations MFW represents, through its counsel at HKA and through the IP asset schedules provided in the VDR, that it owns all right, title, and interest in and to the Platform software, including all source code, object code, documentation, user interfaces, and related materials, subject to third-party components licensed under open-source or commercial licenses as described in Sections

2. Employee IP Assignment Agreements Our review of employment agreements and offer letters for current MFW employees indicates that the Company has generally utilized a standard-form employment agreement containing the following IP-related provisions: • Invention Assignment. An assignment of all inventions, works of authorship, software, designs, and other intellectual property created by the employee during the cour

3. Key Issue — Former Contractor IP Assignment Gaps This is the most significant IP issue identified in the diligence review to date. Diligence has identified that three (3) former independent contractors engaged by MFW during the 2015–2016 period — a critical early stage of Platform development — appear not to have executed written IP assignment agreements covering their contributions to the MFW Platform. The identi

1. Current Employees MFW's current employee base consists of approximately 310 individuals. Our review of a representative sample of employment agreements and offer letters indicates that the Company has generally maintained consistent use of its standard-form employment agreement containing IP assignment provisions for employees hired after approximately 2017. The standard form in use since 2017 includes comprehensi

2. Current Independent Contractors MFW utilizes approximately twenty-five (25) independent contractors in product development roles, including software engineers, QA testers, and UX designers. Our review of a sample of current contractor agreements (approximately eight agreements reviewed to date) indicates that MFW has implemented a standard contractor agreement containing IP assignment provisions, including: (a) an

IV. Trademarks A. Registered Trademarks MFW holds the following active trademark registrations with the United States Patent and Trademark Office: All three registrations are held in the name of Meridian FleetWorks, Inc. and appear to be current and properly maintained, with all required maintenance filings (Sections 8 and 15 affidavits, as applicable) timely submitted. No pending renewal deadlines appear to be immin

V. Domain Names MFW owns the following key domain names, as identified in the VDR domain name schedule and confirmed through WHOIS records: All domain names are registered in the name of Meridian FleetWorks, Inc. Domain registrations appear current and in good standing, with no imminent expiration dates within the next six (6) months. Recommendation: Confirm that domain name registrations will not be disrupted by the

VI. Trade Secrets and Confidential Information MFW's trade secret portfolio constitutes a significant component of the Company's overall IP assets. The Company's trade secrets include, but are not limited to, the following categories of proprietary information: • Proprietary Algorithms. The route optimization algorithms, including multi-stop planning logic, real-time traffic integration, and fuel efficiency optimizat

VII. Third-Party Software Licenses (Commercial) A. Overview MFW licenses various third-party commercial software components that are incorporated into, integrated with, or used in connection with the operation of its Platform. The principal categories of third-party commercial software utilized by MFW include: • Cloud Infrastructure Services. MFW's Platform is hosted on cloud infrastructure provided by Brindoval Data

VIII. Open-Source Software A. Overview of Open-Source Usage MFW utilizes open-source software ("OSS") components in its Platform, as is standard practice in modern SaaS software development. Open-source components are used across various layers of the Platform's technology stack, including web frameworks, data processing libraries, utility libraries, and infrastructure tools. MFW has provided a partial software bill

IX. Litigation and IP Disputes Our review has not identified any pending or threatened litigation, arbitration, or administrative proceedings relating to intellectual property involving MFW, either as plaintiff or defendant. Specifically: • No Patent Infringement Claims. No pending or threatened claims of patent infringement by or against MFW have been identified or disclosed. • No Copyright Infringement Claims. No p

X. Patents MFW does not currently hold any issued patents, whether utility, design, or plant patents, in the United States or any foreign jurisdiction. Additionally, MFW does not appear to have any pending patent applications before the USPTO or any foreign patent office. Diana Vasquez-Park has indicated, through informal representations, that the Company has historically adopted a trade secret protection strategy ra

XI. Data and Privacy Considerations (IP-Adjacent) The following observations are noted for cross-reference to the Regulatory and Compliance Due Diligence Memorandum, which is being prepared separately and addresses privacy and data protection compliance in greater detail. Privacy and Regulatory Compliance. MFW processes significant volumes of fleet GPS data and driver-behavior data in connection with its Platform ser

XII. Summary of Key Findings and Risk Items The following table summarizes the key findings and risk items identified in this IP due diligence review:

XIII. Recommended SPA Provisions Based on the findings set forth in this memorandum, we recommend that the Stock Purchase Agreement include the following IP-related provisions: A. Comprehensive IP Representations and Warranties. The SPA should include a robust set of representations and warranties from the sellers and the Company covering the following subjects: (i) Ownership of all material intellectual property, fr

XIV. Outstanding Items and Next Steps A. Items Awaiting from HKA / MFW The following items remain outstanding and have been requested from MFW's counsel at HKA:

1. Complete SBOM / Open-Source Inventory. A complete and final software bill of materials identifying all open-source components, versions, applicable licenses, and integration methodology. The partial SBOM provided to date is insufficient for a comprehensive compliance assessment.

2. Executed IP Assignment Agreements for the 3 Former Contractors (Retroactive). Executed retroactive IP assignment agreements from each of the three former contractors identified in Section III(B)(3), or written confirmation from HKA of the current status of efforts to contact these individuals and obtain such assignments, including any obstacles encountered.

3. Detailed CTO Memo from Diana Vasquez-Park. A detailed written description from Diana Vasquez-Park identifying: (a) the specific Platform modules, features, and functionality to which each of the three former contractors contributed; (b) the approximate volume and nature of code contributed; and (c) the extent to which the contributed code has been modified, rewritten, or superseded in subsequent Platform versions.

4. Complete Roster of Pre-2017 Employees. A complete roster of all current MFW employees whose hire dates pre-date January 1, 2017, together with confirmation of IP assignment agreement status for each individual (i.e., whether an updated IP assignment agreement on the current standard form, or an equivalent agreement, has been executed).

5. Confirmation of IP Assignment Coverage for Current Contractors. Written confirmation that all twenty-five (25) current independent contractors in product development roles have executed IP assignment agreements on MFW's current standard contractor agreement form, together with copies of any agreements not previously produced in the VDR. B. Calderwood & Harkness Next Steps The following actions will be undertaken b

1. Finalize Open-Source License Review. Upon receipt of the complete SBOM, finalize the open-source license review to identify and assess any copyleft risks, license compliance issues, or other concerns.

2. Evaluate Third-Party Code Scanning Vendor. Evaluate whether to recommend engagement of a third-party code scanning vendor (e.g., Crestline Health IT / Ridgeline Data Systems, Glenrock Systems, or Larkspur Data Systems) to perform an automated scan of MFW's source code repositories, and, if recommended, coordinate with MFW's engineering team to facilitate the scan within the diligence timeline.

3. Draft IP-Related SPA Provisions. Draft the IP-related representations and warranties, indemnification provisions, and disclosure schedule templates for inclusion in the SPA, in accordance with the recommendations set forth in Section XIII above.

4. Coordinate with R&W Insurance Application Team. Coordinate with Trident Peak Insurance Brokers Inc. (Megan Forsythe) and the C&H insurance team to prep