Contract analysis

I. Executive Summary This memorandum summarizes the findings of my review of all real property interests held or used by Meridian FleetWorks, Inc. ("MFW" or the "Company") in connection with the proposed acquisition (the "Transaction") by Solara Fleet Holdings LLC ("Buyer"), a wholly-owned subsidiary of Solara Fund III, LP ("Solara"), of one hundred percent (100%) of the issued and outstanding shares of capital stock

II. Summary of Real Property Interests A. Confirmation — No Owned Real Property Based on my review of the VDR materials and the representations made by MFW's counsel, Hawthorne Kinsey & Alcott LLP ("HKA"), in connection with the diligence process, I can confirm that MFW does not own any real property, whether directly or through any subsidiary, affiliate, or special purpose vehicle. No deeds, mortgages, deeds of trus

III. Detailed Lease Review A. McLean, Virginia — Headquarters

1. Parties and Premises The McLean, Virginia office serves as MFW's principal executive office and corporate headquarters. The material terms of the lease are summarized below: • Landlord: Westpark Corporate Center LP, a Virginia limited partnership (the "McLean Landlord"). • Tenant: Meridian FleetWorks, Inc. • Premises: Suite 600, 8750 Westpark Drive, McLean, Virginia 22102. • Size: Approximately 15,000 rentable squ

2. Term and Rent • Lease Expiration: June 30, 2029. This provides approximately three (3) years and two (2) months of remaining term from the assumed closing date of April 30, 2026, making this the longest remaining lease in MFW's portfolio and the most operationally critical from a continuity perspective. • Base Rent: $42.00 per rentable square foot per annum, totaling $630,000 per year, or $52,500 per month. The pe

3. Renewal Options The existence, number, and terms of any renewal options under the McLean lease remain to be confirmed. It is common for commercial leases of this size and duration in the Tysons/McLean market to include one or two five-year renewal options, typically at the then-prevailing fair market rental rate (or, in some cases, at a specified fixed rate or capped escalation). If the lease contains renewal opti

4. Assignment and Change-of-Control Provisions This is the most significant analytical issue with respect to the McLean lease in the context of the Transaction, and the analysis set forth below applies with equal force to each of MFW's three leases. Analytical Framework. The proposed Transaction is structured as a stock purchase, pursuant to which Buyer will acquire one hundred percent (100%) of the issued and outsta

5. Subletting Provisions Based on my review of the VDR materials, there is no indication that MFW has entered into any sublease, license to occupy, or other arrangement granting any third party the right to use or occupy any portion of the McLean premises. I will confirm this with HKA as part of the outstanding diligence requests. The McLean lease likely contains restrictions on subletting, and any sublease would typ

6. Other Notable Provisions The following additional provisions of the McLean lease are noted for completeness and will be reviewed in detail upon receipt of the complete lease document and all amendments: • Permitted Use: The McLean lease likely restricts the use of the premises to general office purposes. MFW's use of the premises for executive management, sales, and administrative functions is consistent with typi

1. Parties and Premises The Austin, Texas office houses MFW's engineering and product development operations and is the Company's second-largest location by headcount and square footage. • Landlord: Brazos Tower Management LLC, a Texas limited liability company (the "Austin Landlord"). • Tenant: Meridian FleetWorks, Inc. • Premises: Suite 1400, 301 Congress Avenue, Austin, Texas 78701. • Size: Approximately 8,500 ren

2. Term and Rent • Lease Expiration: December 31, 2027. This provides approximately one (1) year and eight (8) months of remaining term from the assumed closing date of April 30, 2026. • Base Rent: $38.00 per rentable square foot per annum, totaling $323,000 per year, or approximately $26,917 per month. The per-square-foot rent is within the range of prevailing market rates for Class A office space in the Austin cent

3. Renewal Options The existence and terms of any renewal options under the Austin lease remain to be confirmed from the lease document. Given that the Austin lease expires on December 31, 2027 — only approximately twenty (20) months after the assumed closing date — renewal options are of heightened importance. If the lease includes a renewal option, we will need to confirm: (a) The duration of the renewal term or te

4. Assignment and Change-of-Control Provisions The same analytical framework described in Section III.A.4 above applies to the Austin lease. The key question is whether the Austin lease contains a change-of-control or deemed-assignment provision that would treat the acquisition of 100% of MFW's shares by Buyer as an assignment requiring the Austin Landlord's prior written consent. Texas Law Considerations. Under Texa

5. Subletting Provisions Based on my review of the VDR materials, there is no indication that MFW has entered into any sublease, license to occupy, or other arrangement granting any third party the right to use or occupy any portion of the Austin premises. This will be confirmed with HKA.

6. Other Notable Provisions The following additional provisions will be reviewed upon receipt of the complete Austin lease document: • Permitted Use: Expected to be limited to general office use. MFW's use for engineering and product development operations is consistent with typical permitted use clauses. • Insurance Requirements: To be reviewed for compliance with MFW's current insurance program. • Default and Cure

1. Parties and Premises The Boise, Idaho office is MFW's smallest location and houses a portion of the Company's engineering and customer support operations. • Landlord: Clearwater Realty Holdings Inc., an Idaho corporation (the "Boise Landlord"). • Tenant: Meridian FleetWorks, Inc. • Premises: Suite 210, 950 West Bannock Street, Boise, Idaho 83702. • Size: Approximately 4,000 rentable square feet on the second floor

2. Term and Rent • Lease Expiration: March 31, 2027. This provides approximately eleven (11) months of remaining term from the assumed closing date of April 30, 2026. This is the shortest remaining lease term of MFW's three offices and represents the most immediate post-closing real estate decision point for Buyer. • Base Rent: $22.00 per rentable square foot per annum, totaling $88,000 per year, or approximately $7,

3. Renewal Options Given the near-term expiration of the Boise lease (less than eleven months post-closing), the existence, terms, and status of any renewal options are of critical importance. Specifically: (a) If the lease contains a renewal option, we need to confirm the notice period and exercise deadline. If the exercise deadline falls before the closing date, MFW may need to exercise the option prior to closing

4. Assignment and Change-of-Control Provisions The same analytical framework described in Sections III.A.4 and III.B.4 above applies to the Boise lease. The key question is whether the Boise lease contains a change-of-control or deemed-assignment provision that would be triggered by the stock purchase. Idaho Law Considerations. Under Idaho law, anti-assignment provisions in commercial leases are generally enforceable

5. Subletting Provisions Based on my review of the VDR materials, there is no indication that MFW has entered into any sublease, license to occupy, or other arrangement granting any third party the right to use or occupy any portion of the Boise premises. This will be confirmed with HKA.

6. Other Notable Provisions The following additional provisions will be reviewed upon receipt of the complete Boise lease document: • Permitted Use: Expected to be limited to general office use. MFW's use for engineering and customer support operations is consistent with typical permitted use clauses. • Insurance Requirements: To be reviewed for compliance with MFW's current insurance program. • Default and Cure Prov

IV. Cross-Cutting Analysis A. Change-of-Control Provisions — Summary and Risk Assessment The following summarizes the change-of-control analysis applicable to all three of MFW's leases and provides a preliminary risk assessment for each location. As noted in Section III above, the Transaction is structured as a stock purchase, meaning that MFW, the tenant entity, will continue to exist as the same legal entity follow

1. Boise Office — Expires March 31, 2027 (~11 Months Post-Closing) The Boise lease represents the most immediate post-closing action item. With approximately eleven months of remaining term, Buyer will need to evaluate its options for the Boise location within the first several months following closing. The key decision will be whether to: (a) Renew the Boise lease (if a renewal option exists and has not lapsed); (b)

2. Austin Office — Expires December 31, 2027 (~20 Months Post-Closing) The Austin lease expiration presents a medium-term decision point. Given that CTO Diana Vasquez-Park is based at the Austin office and the engineering and product development team operates from this location, operational continuity is a significant factor. Buyer should begin evaluating Austin office renewal or relocation options well in advance of

3. McLean Headquarters — Expires June 30, 2029 (~38 Months Post-Closing) The McLean headquarters lease provides the longest remaining term and the most operational stability. With more than three years of remaining term, Buyer has adequate time to evaluate long-term headquarters needs and develop a strategic real estate plan for the McLean operations. I recommend that Solara factor lease renewal timing and potential

V. Interaction with SPA Provisions Based on the findings of this real estate diligence review, I recommend that the Stock Purchase Agreement (the "SPA") to be negotiated in connection with the Transaction include the following provisions relating to MFW's leased real property: Representations and Warranties. The SPA should include representations and warranties from the selling shareholders regarding MFW's real prope

VI. Open Items and Recommendations A. Open Diligence Items The following items remain outstanding as of the date of this memorandum and should be resolved prior to the March 15, 2026 diligence completion deadline:

1. Change-of-Control / Deemed Assignment Provisions. Confirm whether each of the three leases contains a change-of-control or deemed-assignment provision that would be triggered by the stock purchase. Request full copies of all amendments, supplements, side letters, and related correspondence for each lease, as the change-of-control provision may have been added or modified by amendment.

2. Rent Escalation Schedules. Confirm the rent escalation schedule for each lease, including the escalation rate, the frequency of escalation (annual, biennial, or other), and the current and projected rent through the end of each lease term and any renewal period.

3. Security Deposits. Confirm the amount of the security deposit held by each landlord and the form of the deposit (cash, letter of credit, or other).

4. Operating Expense / CAM Pass-Through Structures. Confirm the structure of each lease's operating expense pass-through provisions (full-service gross, modified gross, triple-net, or other), the base year (if applicable), the proportionate share percentage, and the current-year estimated pass-through amounts for each location.

5. Renewal Option Terms. Confirm the renewal option terms for each lease, including the number of options, the duration of each renewal term, the rental rate during the renewal term, the notice period for exercise, and the exercise deadline. Determine whether any exercise deadlines have already passed.

6. SNDA Agreements. Confirm whether subordination, non-disturbance, and attornment (SNDA) agreements are in place for any of the three locations, and if so, obtain copies for review.

7. Confirmation of Complete Real Property Inventory. Request written confirmation from MFW (through HKA) that MFW does not lease, license, occupy, or have the right to use any real property locations beyond the three offices identified in this memorandum, including but not limited to warehouses, storage facilities, data centers, server rooms, co-working or shared office arrangements, or temporary office space.

8. Confirmation of No Subleases or Third-Party Occupancy Rights. Confirm that MFW has not entered into any subleases, licenses to occupy, or other arrangements granting third parties the right to use or occupy any portion of its leased premises. B. Recommended Actions Based on the findings of this review, I recommend the following actions:

1. Landlord Estoppel Certificates. Coordinate with Rachel Greenwald and Timothy Cho at HKA to obtain landlord estoppel certificates from each of the three landlords — Westpark Corporate Center LP, Brazos Tower Management LLC, and Clearwater Realty Holdings Inc. — prior to closing. A draft form of estoppel certificate will be prepared and circulated for review (Appendix C).

2. Landlord Consents (If Required). If any of the three leases contains a change-of-control consent requirement triggered by the stock purchase, initiate the landlord consent process promptly and add the consent to the preliminary closing checklist. A draft form of landlord consent letter will be prepared and circulated for review (Appendix D, if applicable).

3. SPA Disclosure Schedules. Ensure that all three leases are included in the disclosure schedules to the Stock Purchase Agreement, with complete and accurate material terms as described in Section V above.

4. Boise Lease Near-Term Expiration. Flag the Boise lease near-term expiration (March 31, 2027 — approximately eleven months post-closing) for the immediate attention of Claire Nakamura and Viktor Sorensen at Solara in connection with post-acquisition integration planning. This is the earliest real estate decision point for Buyer.

5. Coordination with WSG on Financial Analysis. Coordinate with Daniel Ostroff at the Whitmore Sandoval Group LLC to ensure that MFW's lease obligations are properly reflected in the quality of earnings analysis, normalized EBITDA calculations, and the net working capital computation relative to the $5,800,000 NWC target. In particular, confirm that prepaid rent, accrued rent obligations, and security deposits are pr

VII. Appendices The following appendices are referenced in this memorandum and will be attached upon completion: Appendix A: Lease Summary Table (Expanded Detail) — A comprehensive table summarizing the material terms of each of MFW's three leases, including all financial terms, key dates, assignment and subletting provisions, renewal options, and other notable provisions. To be completed upon receipt and review of a