Contract analysis

I. Executive Summary This memorandum presents our analysis of the draft Letter of Intent (the "Draft LOI") received on approximately February 12, 2026, from Hawthorne Kinsey & Alcott LLP ("HKA") — lead partner Rachel Greenwald; associate counsel Timothy Cho — on behalf of Meridian FleetWorks, Inc. ("MFW"), a Delaware corporation headquartered at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102. The Draft LOI wa

1. Tighten exclusivity language — The exclusivity provision should be broadened in scope to bind individual shareholders, should include an automatic extension mechanism, and should expressly preserve injunctive relief and specific performance remedies for breach.

2. Clarify deposit refundability mechanics — The circumstances under which the $2,500,000 exclusivity deposit is refundable or forfeitable should be enumerated with specificity, and the term "willful breach" should be defined consistent with Delaware jurisprudence.

3. Confirm NWC peg methodology — The $5,800,000 net working capital target requires validation against underlying monthly balance sheet data, and the NWC definition must address treatment of deferred subscription revenue, a critical issue for SaaS businesses.

4. Address timeline feasibility concerns — Several key milestone dates in the Draft LOI are aggressive, particularly the March 15 diligence completion deadline and March 31 target SPA execution date; these should be characterized as targets rather than hard cutoffs.

5. Specify HSR filing obligations — The Draft LOI correctly identifies the HSR filing requirement, but cooperation obligations, filing timing, and fee allocation should be made more specific.

6. Ensure adequate flexibility in Buyer's designation of acquisition vehicle — The Draft LOI should expressly permit Solara to designate Solara Fleet Holdings LLC (a newly formed Delaware limited liability company to be organized as a wholly-owned subsidiary of Solara Fund III, LP) as the direct purchaser of the MFW shares without requiring seller consent or constituting a modification of the LOI. Each of these recom

II. Transaction Overview as Reflected in the Draft LOI Set forth below is a summary of the principal terms of the Transaction as described in the Draft LOI, together with supplemental information developed through our preliminary diligence review and discussions with the Cobalt Ridge team. A. Transaction Structure The Draft LOI contemplates a stock purchase structure pursuant to which Solara (or its designated affili

III. Analysis of Binding vs. Non-Binding Provisions A. Non-Binding Provisions Consistent with customary practice for letters of intent in private M&A transactions, the Draft LOI states that all substantive terms of the proposed Transaction — including the purchase price, transaction structure, representations and warranties, covenants, indemnification, conditions to closing, and termination provisions — are non-bindi

1. Exclusivity — MFW agrees to an exclusive dealing period during which it will not solicit or entertain competing proposals. This provision is analyzed in detail in Section IV below.

2. Confidentiality — The Draft LOI incorporates by reference the Mutual Non-Disclosure Agreement executed on January 8, 2026 between Solara and MFW (the "NDA"). The NDA governs the treatment and protection of confidential information exchanged between the parties in connection with the Transaction. We recommend confirming that the NDA's terms remain adequate for the current phase of the Transaction, including with re

3. Governing Law — Delaware, as discussed in Section II.F above. This provision is appropriate and should be accepted.

4. Expense Reimbursement — Under certain circumstances, Buyer agrees to reimburse MFW's documented out-of-pocket transaction expenses up to a cap of $750,000. This provision is analyzed in detail in Section VI below. Additional Binding Provisions — Recommendations. We have identified two binding provisions that the Draft LOI does not currently include but that should be added in the markup: (a) Public Announcements /

IV. Exclusivity Period The exclusivity provision is, from Solara's perspective, the most commercially significant binding obligation in the Draft LOI. It provides Solara with the assurance that it will have a defined period of time in which to conduct diligence, negotiate the definitive SPA, and prepare for closing without the risk of being outbid or displaced by a competing buyer. Our analysis of the exclusivity pro

V. Exclusivity Deposit Mechanics and Refundability A. Deposit Amount and Timing The Draft LOI requires Solara to deposit $2,500,000 (the "Exclusivity Deposit") with Northgate Escrow Services LLC, located at 100 Summer Street, Suite 800, Boston, Massachusetts 02110, within five (5) business days of the execution of the LOI. If the LOI is executed on February 18, 2026 (a Wednesday), the Exclusivity Deposit would be due

VI. Expense Reimbursement Cap The Draft LOI provides that, in the event Buyer terminates the LOI "without cause," Buyer shall reimburse MFW for its documented out-of-pocket transaction expenses incurred in connection with the Transaction, up to a cap of $750,000. A. Analysis of "Without Cause" Termination The term "without cause" is not defined in the Draft LOI. This ambiguity could create disagreement between the pa

VII. Net Working Capital Peg Methodology A. Target NWC The Draft LOI specifies a target net working capital ("NWC") of $5,800,000 (the "NWC Target"). The Draft LOI states that this target is based on the trailing twelve-month average of MFW's net working capital as of December 31, 2025, which is MFW's fiscal year end. The purchase price is to be adjusted on a dollar-for-dollar basis for deviations above or below the

1. Request Underlying Data. We recommend requesting from MFW and HKA the detailed NWC calculation supporting the $5,800,000 target, together with the underlying monthly balance sheet data for the twelve-month period from January 2025 through December 2025. This data should be included in the virtual data room (which is hosted on Thackeray Solutions under the Project Trident code name) and should be reviewed as a prio

2. NWC Definition — Key Line Items. The NWC definition must clearly specify which current asset and current liability line items are included in and excluded from the calculation. Based on our experience with similar SaaS transactions, the following items warrant particular attention: (a) Cash and Cash Equivalents: Should be excluded from NWC, consistent with the cash-free, debt-free purchase price construct. (b) Ind

3. GAAP Consistency. The NWC definition and calculation methodology should be prepared in accordance with U.S. GAAP, applied consistently with the accounting principles, policies, and practices used in the preparation of MFW's audited financial statements for the fiscal year ended December 31, 2025. Glenmore Kessler & Associates PC, MFW's independent auditor since fiscal year 2019 (engagement partner Linda Chowdhury,

4. Definitive SPA Provisions. While the detailed NWC mechanics will be negotiated in the context of the definitive SPA, we recommend flagging the following structural provisions for inclusion in the SPA at the earliest opportunity: (i) A detailed NWC schedule, attached as an exhibit to the SPA, specifying each line item included in the NWC calculation and the accounting policies applicable to each line item; (ii) An

VIII. Transaction Timeline Feasibility A. Key Milestones in Draft LOI The Draft LOI sets forth the following key milestone dates for the Transaction: Each of these milestones is assessed below. B. Assessment of Diligence Timeline (LOI Signing to March 15, 2026) The Draft LOI establishes March 15, 2026 as the deadline for Buyer's completion of its confirmatory due diligence review. This provides only 25 calendar days

IX. HSR Filing Obligations The aggregate transaction value of $350,000,000 exceeds the applicable Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) filing thresholds, and an HSR filing is required prior to the closing of the Transaction. The Draft LOI correctly identifies this requirement. Our analysis and recommendations are as follows: Filing Fee. Based on the current HSR filing fee schedule, the es

X. Additional Key Terms and Recommendations A. Third-Party Consents The Draft LOI does not specifically address required third-party consents as a condition to closing. This omission is a significant gap that should be addressed in the LOI markup and, more comprehensively, in the definitive SPA. TerraLink Logistics, Inc. — Critical Path Item. Our preliminary contract review has identified that the MFW–TerraLink Logis