Contract analysis

1. Executive Summary The purpose of this memorandum is to set forth the staffing plan, allocation of responsibilities among team members, and preliminary budget estimate for Calderwood & Harkness LLP's representation of Solara Digital Infrastructure LP ("Solara" or the "Client") in connection with the proposed acquisition of one hundred percent (100%) of the issued and outstanding equity of Meridian FleetWorks, Inc.

2. Transaction Overview 2.1 Parties Buyer. Solara Digital Infrastructure LP, acting through Solara Fund III, LP (EIN 84-6239017), a Delaware limited partnership. The acquisition will be effected through a newly formed special purpose acquisition vehicle, Solara Fleet Holdings LLC, to be organized as a Delaware limited liability company. Solara Fleet Holdings LLC has not yet been formed; its formation will be one of t

3. Engagement Team — Staffing Plan 3.1 Team Roster and Billing Rates The following table sets forth the proposed Calderwood & Harkness engagement team, each team member's role, applicable hourly billing rate, estimated range of hours, and primary workstream assignments. These rates are consistent with the rates disclosed in the engagement letter and reflect the firm's current standard rate schedule for mergers and ac

4. Preliminary Budget — By Workstream 4.1 Budget Summary The following table summarizes the preliminary budget estimate by workstream, together with each workstream's approximate percentage of the total estimated fees. The fee ranges reflect the variability inherent in a transaction of this nature and account for the principal risk factors discussed in Section 5 below. As reflected in the table above, the preliminary

Section 338(h)(10) Election Analysis. A key tax workstream will be the detailed analysis of whether a Section 338(h)(10) election is feasible and advisable. This analysis will include assessment of eligibility requirements (including whether MFW qualifies as a target for the election), modeling of the deemed asset sale treatment and resulting tax basis step-up, quantification of the impact on the sellers (including P

5. Budget Assumptions and Key Variables The preliminary budget set forth in Section 4 is based on a number of assumptions about the Transaction timeline, the intensity of negotiation, and the complexity of diligence and regulatory matters. Material deviations from these assumptions could cause actual fees to differ from the estimated range, potentially in ways that approach or exceed the fee cap. The key assumptions