Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to provide a preliminary summary of the anticipated sources and uses of funds in connection with the proposed acquisition (the "Transaction") of one hundred percent (100%) of the issued and outstanding shares of common stock and Series A Preferred Stock of Meridian FleetWorks, Inc., a Delaware corporation ("MFW" or the "Company"), by Solara Fleet Holdings LLC ("B

II. TRANSACTION OVERVIEW Set forth below is a summary of the material terms and structure of the proposed Transaction, as reflected in the executed Letter of Intent dated February 3, 2026 (the "LOI") and subsequent discussions among the parties and their respective advisors. Buyer. Solara Fleet Holdings LLC, a Delaware limited liability company to be formed for the purpose of consummating the Transaction. SFH will be

III. SOURCES OF FUNDS A. Summary Sources Table The following table summarizes the anticipated sources of funds for the Transaction: As discussed in greater detail below, the equity contribution from Fund III will also be the source of Buyer-side transaction costs (estimated at approximately $10,675,000–$11,075,000), which are not reflected in the table above but are addressed in Section IV.B of this memorandum. Accor

1. Term Loan A. • Commitment Amount: $125,000,000, of which Ridgeline Commercial Lending Corp. will participate in $50,000,000 and Ironclad National Bank, N.A. will retain $75,000,000. • Term: Five (5) years from the closing date of the Transaction. • Interest Rate (Indicative): Secured Overnight Financing Rate ("SOFR") plus 400 basis points (4.00%), subject to customary SOFR floor and adjustment provisions. The appl

2. Revolving Credit Facility. • Commitment Amount: $50,000,000. • Term: Five (5) years from the closing date of the Transaction, co-terminus with the Term Loan A. • Interest Rate (Indicative): SOFR plus 375 basis points (3.75%) on any drawn amounts. • Commitment Fee on Undrawn Amounts: 0.50% per annum on the average daily undrawn balance. Assuming the Revolving Credit Facility remains fully undrawn, the annual commit

3. Arrangement Fee. • An arrangement fee of 1.50% of total commitments under the Credit Facility will be payable to Ironclad National Bank, N.A. at closing. The arrangement fee is calculated as $175,000,000 × 1.50% = $2,625,000. • This fee is included in the estimated Buyer-side transaction costs detailed in Section IV.B below. D. Holliday Rollover Equity As noted in Section II above, Garrett Holliday has agreed to c

IV. USES OF FUNDS A. Summary Uses Table The following table summarizes the anticipated uses of funds in connection with the Transaction: B. Detailed Breakdown of Uses

1. Net Cash Payable to Selling Shareholders. The aggregate Purchase Price of $350,000,000, less the Holliday Rollover of $25,000,000, yields net cash payable to all selling shareholders of $325,000,000. The per-share price, calculated on a fully diluted basis, is $35.00 per share ($350,000,000 ÷ 10,000,000 fully diluted shares). Treatment of Outstanding Options. There are 650,000 stock options outstanding under MFW's

2. Estimated MFW Transaction Expenses (Seller-Side, Deducted from Proceeds). The seller-side transaction expenses are estimated in the aggregate at approximately Twelve Million Dollars (~$12,000,000). These expenses will be incurred by MFW and/or the selling shareholders and, pursuant to customary practice and as contemplated in the LOI, will be deducted from the gross proceeds payable to the selling shareholders at

3. Payoff of MFW Existing Indebtedness. MFW has an outstanding revolving line of credit with Sentinel Commerce Bank, N.A. (2100 Wilson Boulevard, Suite 700, Arlington, Virginia 22201), with an approximate outstanding balance of Four Million Two Hundred Thousand Dollars (~$4,200,000) as of the date of this memorandum. Pursuant to the cash-free, debt-free purchase price structure, this indebtedness will be repaid in fu

4. Escrow Holdback. A portion of the Purchase Price in the amount of Seventeen Million Five Hundred Thousand Dollars ($17,500,000) will be deposited at closing with Northgate Escrow Services LLC (100 Summer Street, Suite 800, Boston, Massachusetts 02110) (the "Escrow Agent") and held in a segregated escrow account (the "Escrow Account") pursuant to the terms of an Escrow Agreement to be executed at closing among the

5. Estimated Buyer-Side Transaction Costs. The following table sets forth the estimated Buyer-side transaction costs. These costs will be funded from the equity contribution of Fund III, in addition to the $175,000,000 equity portion of the Purchase Price. The following additional notes apply to certain of the Buyer-side costs identified above: (a) Calderwood & Harkness LLP Legal Fees. Our engagement is structured on

V. CONSOLIDATED SOURCES AND USES TABLE Set forth below is a consolidated summary of the anticipated sources and uses of funds for the Transaction, incorporating all items discussed in Sections III and IV above. This table is presented for illustrative purposes and reflects the deal team's current best estimates; all figures are subject to revision as described in Section VI below. Sources. Uses. The following supplem

VI. KEY ASSUMPTIONS AND CAVEATS This memorandum is based on, and the figures presented herein are subject to, the following key assumptions and caveats. The deal team should review these assumptions carefully and advise of any corrections, updates, or changes in circumstances that may affect the analysis.

1. Preliminary Nature of Estimates. All amounts set forth in this memorandum are preliminary and based on information available to the deal team as of the date hereof. Figures are subject to change as due diligence progresses, the SPA and ancillary agreements are negotiated, the financing documentation is finalized, and final invoices are received from service providers.

2. MFW Transaction Expenses. The seller-side transaction expenses are estimated based on known fee arrangements (Redstone Arbor Capital LLC success fee of 1.75%, or $6,125,000; Hawthorne Kinsey & Alcott LLP legal fees estimated at $2,500,000–$3,000,000) and customary additional costs (D&O tail premium, accounting fees, and miscellaneous). Final amounts are subject to confirmation by MFW and HKA closer to closing and

3. Sentinel Commerce Bank Payoff. The outstanding balance on MFW's line of credit with Sentinel Commerce Bank, N.A. is approximately $4,200,000 as of the date of this memorandum. This amount is subject to a payoff letter to be obtained closer to closing. Interest at the applicable rate will continue to accrue on the outstanding balance until the date of repayment, and the final payoff amount may be higher or lower th

4. Calderwood & Harkness LLP Fees. Our legal fees are subject to the $2,750,000 fee cap set forth in the engagement letter, exclusive of disbursements. Actual fees may be lower than the cap depending on the complexity and duration of the Transaction. We will provide periodic fee updates throughout the engagement.

5. Whitmore Sandoval Group LLC Fees. The QofE advisory fees of $300,000–$400,000 are estimated based on the current scope of engagement and are subject to adjustment pending final invoicing. If the scope of the QofE analysis is expanded (for example, to include additional tax diligence related to the identified sales tax exposure), the fees may increase accordingly.

6. R&W Insurance Premium. The estimated R&W insurance premium of approximately $1,050,000 is based on an indicative rate of 3.0% on a policy limit of $35,000,000. The actual premium may vary based on the underwriting process conducted by Atlas Meridian Underwriters Ltd., the scope and quality of the sellers' representations and warranties as negotiated in the SPA, the results of due diligence (including any identifie

7. Net Working Capital Adjustment. The target NWC of $5,800,000 is based on the trailing twelve-month average as of December 31, 2025, and is subject to further analysis and negotiation in connection with the SPA. The actual NWC at closing may be higher or lower than the target, resulting in a post-closing true-up payment. The magnitude of any such true-up is not reflected in the sources and uses analysis and could b

8. Option Treatment. The sources and uses analysis assumes that all 650,000 outstanding stock options (480,000 vested; 170,000 unvested) will be cancelled at closing in exchange for cash consideration equal to the per-share Purchase Price ($35.00) less the weighted-average exercise price ($8.50). The treatment of the 170,000 unvested options remains subject to SPA negotiation. Possible alternative treatments include

9. Debt Financing Terms. The terms of the Senior Secured Credit Facility (Term Loan A and Revolving Credit Facility) described herein are indicative and based on the commitment letter (CL-INB-2026-0214) dated February 14, 2026. These terms remain subject to customary flex provisions (including interest rate, OID, and structural flex) and the negotiation of definitive credit documentation. Changes to the debt financin

10. HSR Filing Fee and Timeline. The HSR filing fee of $350,000 is based on current applicable thresholds established by the Federal Trade Commission for transactions with a value in excess of $161.5 million but not greater than $500 million. No substantive antitrust concerns are currently anticipated with respect to the Transaction based on the parties' respective lines of business and market positions. However, the

11. Exclusivity Deposit. The exclusivity deposit of $2,500,000 deposited by Buyer with Northgate Escrow Services LLC on February 25, 2026 pursuant to the LOI is not reflected in the sources and uses table. This deposit is refundable to Buyer under the circumstances specified in the LOI and will be credited against the Purchase Price or returned upon consummation or termination, as applicable.

VII. TIMING CONSIDERATIONS The following summarizes the anticipated timeline for the key financing and Transaction milestones: The closing date of April 30, 2026 is achievable if the current transaction timeline holds. However, certain factors could cause delay, including (a) the need for additional time to complete due diligence or negotiate the SPA, (b) any extension of the HSR waiting period, (c) delays in the neg

VIII. OPEN ITEMS AND NEXT STEPS The following items remain open and require attention by the deal team in the near term:

1. Equity Commitment Letter. Finalize the draft ECL for review and execution by Fund III. The ECL should be executed prior to or concurrently with the execution of the SPA, with a target date of March 31, 2026. Claire Nakamura and Viktor Sorensen are reviewing the current draft, and we anticipate receiving their comments by March 10, 2026.

2. Solara Fleet Holdings LLC Formation. Confirm the formation of SFH as a Delaware limited liability company and obtain an EIN from the Internal Revenue Service. Formation documents are being prepared by this firm and are expected to be filed with the Delaware Secretary of State within the next five (5) business days.

3. Sentinel Commerce Bank Payoff Statement. Obtain an updated payoff statement from Sentinel Commerce Bank, N.A. closer to the anticipated closing date to confirm the exact outstanding balance of the MFW line of credit, including accrued interest and any fees or penalties.

4. R&W Insurance. Finalize terms of the R&W insurance policy with Atlas Meridian Underwriters Ltd. through Trident Peak Insurance Brokers Inc. (Megan Forsythe). The underwriting process is underway, and we expect to receive a preliminary indication of terms by mid-March 2026. Key open items include the scope of any underwriting exclusions, the retention (deductible) amount, and the coordination of the R&W policy with

5. Quality of Earnings and Sales Tax Exposure. Coordinate with Whitmore Sandoval Group LLC (Daniel Ostroff, CPA) on the final QofE report. The QofE analysis has identified a potential sales tax exposure in the range of $800,000–$1,400,000, arising from the Company's historical nexus positions in certain states. This exposure may affect (a) the purchase price adjustment mechanics in the SPA, (b) the inclusion of a spe

6. Definitive Credit Documentation. Negotiate and finalize the definitive credit agreement, security documents, guaranty, and related financing agreements with Cascade & Whitfield LLP (Jonathan Mayer), counsel to the lenders. The credit documentation is expected to be negotiated concurrently with or following execution of the SPA, with a target completion date of approximately two (2) weeks prior to closing.

7. Funds Flow Memorandum. Prepare a detailed funds flow memorandum for execution closer to closing, incorporating final confirmed amounts for all line items, wire instructions for all payees, and a step-by-step closing sequence. The funds flow memorandum will be circulated to all parties and their counsel for review and approval no later than five (5) business days prior to the anticipated closing date.

8. Unvested Option Treatment. Confirm the treatment of the 170,000 unvested options in the SPA drafting. This issue has implications for the allocation of the Purchase Price, the computation of aggregate option cancellation payments, and any post-closing equity incentive arrangements. The deal team should discuss the preferred treatment with Solara's principals and Mr. Holliday's counsel.

9. Tax Efficiency of Buyer-Side Transaction Costs. Assess whether any portion of the Buyer-side transaction costs (particularly the advisory fees and financing arrangement fees) can be borne by the acquired company (MFW) post-closing for tax efficiency purposes. This analysis should consider (a) the deductibility of such costs at the MFW level, (b) any limitations under Section 263 or Section 195 of the Internal Reve

IX. DISTRIBUTION AND CONFIDENTIALITY NOTICE This memorandum has been prepared by Calderwood & Harkness LLP for the exclusive use of the Project Trident deal team and the principals of Solara Digital Infrastructure LP. This memorandum contains privileged and confidential information and is protected by the attorney-client privilege and the attorney work product doctrine. This memorandum is not to be distributed, forwa