Contract analysis

I. Executive Summary On January 8, 2026, Solara Digital Infrastructure LP ("Solara") executed a mutual confidentiality and non-disclosure agreement (the "NDA" or the "Confidentiality Agreement") with Meridian FleetWorks, Inc. ("MFW" or the "Company") in connection with Solara's evaluation of a potential acquisition of MFW (the "Transaction"). The NDA was negotiated and presented by counsel to MFW, Hawthorne Kinsey &

II. Parties and Execution Details The following is a summary of the parties to the NDA and the relevant execution details: Disclosing Party / Company: Meridian FleetWorks, Inc., a Delaware corporation, headquartered at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102. Employer Identification Number (EIN): 47-3891205. Delaware Secretary of State File Number: 5582037. MFW is a privately held provider of fleet man

III. Definition of Confidential Information A. Scope of Definition

Section 1 of the NDA defines "Confidential Information" broadly to encompass all information, whether written, oral, electronic, or visual, that is furnished by or on behalf of either party (or its Representatives) to the other party (or its Representatives) in connection with the evaluation of the Transaction. The definition is intentionally expansive and is designed to capture the full universe of non-public inform

IV. Permitted Disclosures and Definition of Representatives A. Representatives. Section 3 of the NDA provides that each party may disclose Confidential Information to its "Representatives," a term that is defined broadly to include the following categories of persons and entities: • Directors, officers, and employees of the receiving party; • Affiliates of the receiving party, including the partners, members, directo

Section 4 of the NDA addresses legally compelled disclosures. The NDA permits a receiving party to disclose Confidential Information if such disclosure is required by applicable law, rule, or regulation (including, without limitation, securities laws and regulations), legal process (including subpoenas or civil investigative demands), or governmental, regulatory, or self-regulatory order, request, or directive, subje

V. Standstill Provision A. Term and Scope

Section 7 of the NDA contains a standstill provision restricting Solara's activities with respect to MFW and its securities for a period of eighteen (18) months from the date of NDA execution — i.e., from January 8, 2026, through approximately July 8, 2027. During the standstill period, Solara agrees that it will not, and will cause its controlled affiliates not to, directly or indirectly, without the prior written i

VI. Non-Solicitation of Employees A. Scope and Duration

Section 8 of the NDA includes a non-solicitation provision that restricts Solara from directly or indirectly soliciting, recruiting, hiring, or engaging as an independent contractor any employee of MFW for a period of twelve (12) months from the date of NDA execution — i.e., from January 8, 2026, through approximately January 8, 2027. The non-solicitation restriction applies specifically to those employees of MFW (i)

VII. Return and Destruction of Confidential Information A. Obligations. Section 5 of the NDA addresses the return and destruction of Confidential Information upon termination of discussions or upon written request by the disclosing party. The NDA provides as follows: Upon the earlier of (a) written request by the disclosing party or (b) termination of discussions regarding the Transaction (whether by mutual agreement

VIII. Term and Survival A. Overall NDA Term The NDA has an overall term of two (2) years from the date of execution — i.e., from January 8, 2026, through approximately January 8, 2028. During this two-year period, all confidentiality obligations set forth in the NDA remain in full force and effect, regardless of whether the Transaction is consummated, whether discussions between the parties are terminated, or whether

IX. Use Restrictions and No Obligation to Transact A. Permitted Use

Section 2(a) of the NDA restricts the use of Confidential Information solely to the purpose of evaluating, negotiating, and, if applicable, consummating the Transaction. The receiving party and its Representatives may not use Confidential Information for any other purpose, including, without limitation, for the benefit of any business or investment activity of the receiving party or its affiliates that is unrelated t

Section 9 of the NDA expressly provides that neither party is obligated to proceed with the Transaction, to enter into any definitive agreement, or to negotiate in good faith toward any particular outcome. The NDA does not constitute an agreement to negotiate, a binding commitment to consummate the Transaction, or a grant of any exclusive rights to either party (subject to any separate exclusivity arrangements, such

Section 10 of the NDA contains a standard disclaimer of representations and warranties with respect to the accuracy, completeness, or reliability of any Confidential Information furnished by either party or its Representatives (including financial advisors). The NDA expressly states that neither MFW nor any of its Representatives — including Redstone Arbor Capital LLC as MFW's financial advisor — makes any representa

X. Remedies A. Equitable Relief

Section 11 of the NDA addresses remedies in the event of a breach or threatened breach of the agreement. The NDA provides that the parties acknowledge and agree that: (i) a breach or threatened breach of the NDA would cause irreparable harm to the disclosing party for which monetary damages alone would be an inadequate remedy; (ii) in the event of any such breach or threatened breach, the disclosing party shall be en

XI. Governing Law and Dispute Resolution The NDA includes the following provisions regarding governing law and dispute resolution: Governing Law. The NDA is governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof that would result in the application of the laws of any other jurisdiction. The selection of Delaware law as the governing la

XII. Miscellaneous Provisions The NDA contains the following additional miscellaneous provisions, each of which is summarized briefly below: No Assignment. Neither party may assign, delegate, or otherwise transfer the NDA or any of its rights or obligations hereunder without the prior written consent of the other party. However, Solara is permitted to assign the NDA to any affiliate (including Solara Fleet Holdings L

XIII. Compliance Recommendations Based on the foregoing analysis, the following compliance recommendations are made for the Solara deal team and advisors: A. Immediate Actions

1. Distribute NDA Summary. Prepare and distribute a concise summary of the NDA's key restrictions — particularly the standstill, non-solicitation, and use limitations — to the full Solara deal team, including Viktor Sorensen (Managing Partner), Claire Nakamura (Partner, Head of Software Investing), and all other Solara Fund III investment professionals involved in Project Trident. The summary should be in plain-langu

2. Inform Representatives. Ensure that all Representatives who will receive MFW Confidential Information are informed of the NDA's terms, restrictions, and obligations before any materials are shared. This includes distributing copies of the NDA (or a summary thereof) to all advisors listed in Appendix B and obtaining acknowledgment of receipt and understanding from each advisory team's lead contact.

3. Maintain Disclosure Log. Establish and maintain a comprehensive log of all persons and entities who receive access to MFW Confidential Information, including the date of initial disclosure, the nature and scope of the information shared, and confirmation that the recipient has been informed of the NDA's terms. This log should be maintained by Calderwood & Harkness LLP and updated on a rolling basis throughout the

1. Calendar Key Dates. Calendar all key dates associated with the NDA and related Transaction milestones, including: • Non-solicitation expiration: approximately January 8, 2027 • Standstill expiration: approximately July 8, 2027 • Overall NDA expiration: approximately January 8, 2028 • LOI exclusivity expiration: April 19, 2026 • Target SPA execution: March 31, 2026 • Target closing: April 30, 2026

2. Monitor Standstill Compliance. Monitor standstill compliance on an ongoing basis, particularly if the Transaction timeline extends beyond the LOI exclusivity period (expiring April 19, 2026). If there is a risk that the exclusivity period will lapse without SPA execution, assess the implications of the revived standstill and develop a contingency plan, which may include seeking a board waiver, negotiating an exclu

3. Verify Representative Coverage. Before sharing any MFW Confidential Information with debt financing sources (Ironclad National Bank, N.A.; Ridgeline Commercial Lending Corp.) or insurance counterparties (Trident Peak Insurance Brokers Inc.; Atlas Meridian Underwriters Ltd