Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP ("C&H" or "we") has been engaged to advise Solara Digital Infrastructure LP ("Solara" or the "Sponsor") in connection with the proposed acquisition of 100% of the issued and outstanding equity of Meridian FleetWorks, Inc. ("MFW" or the "Company"), a Delaware corporation, for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Transacti

II. TRANSACTION OVERVIEW A. Parties The following is a summary of the principal parties to the Transaction and their relevant organizational details: Buyer. The buyer of all outstanding equity of MFW will be Solara Fleet Holdings LLC ("Acquisition LLC"), a Delaware limited liability company to be formed prior to the execution of the definitive Stock Purchase Agreement (the "SPA"). Acquisition LLC will be a wholly-own

III. PROPOSED STRUCTURE: STOCK PURCHASE A. Description The Transaction is proposed to be structured as a 100% stock purchase in which Acquisition LLC will acquire all issued and outstanding shares of MFW common stock and Series A Preferred Stock from the Sellers, and will cash out all outstanding options under the MFW 2016 Stock Incentive Plan, in each case in exchange for the per-share consideration of $35.00 (less

1. Simplicity of Transfer. The acquisition of stock, rather than individual assets, avoids the need to identify, schedule, and separately convey each asset of MFW. This is particularly significant in the context of a SaaS business such as MFW, which holds a substantial portfolio of assets that would be cumbersome and time-consuming to transfer individually. MFW's asset base includes approximately 4,200 customer maste

2. Preservation of Contracts. Because MFW continues to exist as the same legal entity following the stock purchase, its contracts remain in place by operation of law. There is no transfer of the contracting party itself, and accordingly, no assignment, novation, or third-party consent is required for the vast majority of MFW's commercial agreements. This is a critical advantage given the volume and breadth of MFW's c

3. Preservation of Licenses and Permits. MFW retains all existing licenses, permits, and regulatory authorizations without the need for re-application or transfer. While MFW does not currently hold any regulated licenses (such as broker-dealer, insurance, or banking licenses), its general corporate authorizations, software registrations, and business entity filings in various jurisdictions are preserved intact throug

4. Favorable Tax Treatment for Sellers. A stock purchase is generally more favorable to the Sellers from a tax perspective than an asset purchase. In a stock sale, the Sellers recognize capital gain on the disposition of their MFW shares, and the capital gain is generally eligible for preferential long-term capital gains rates (assuming the applicable holding periods have been satisfied). This is an important commerc

5. Operational Continuity. A stock purchase minimizes disruption to MFW's day-to-day operations, employee relationships, and customer-facing activities. MFW's employees remain employed by the same legal entity, MFW's vendor relationships continue without interruption, and MFW's customers experience no change in their contracting counterparty. This continuity is valuable in maintaining business momentum and customer c

6. Avoidance of Bulk Sales and Transfer Tax Issues. A stock purchase avoids the application of bulk transfer laws and state sales and use taxes that would potentially apply to the transfer of individual business assets in an asset purchase. While the applicability and magnitude of such taxes would vary by jurisdiction, the avoidance of these issues eliminates a layer of complexity and potential cost. C. Disadvantages

1. Assumption of All Liabilities. In a stock purchase, the Buyer inherits all liabilities of MFW, including both known and unknown liabilities, contingent liabilities, and undisclosed liabilities. MFW continues as the same legal entity with the same liability profile, and the change in stock ownership does not extinguish or limit any pre-existing obligations. This is particularly relevant in the context of the Transa

2. No Step-Up in Tax Basis. In a stock purchase (absent a Section 338(h)(10) election), the Buyer acquires MFW's historic tax basis in its assets. This means that Acquisition LLC will not obtain a stepped-up basis for depreciation and amortization purposes, and the future tax shield associated with the premium paid over book value will not be available. In the context of a SaaS acquisition where the purchase price su

3. Minority / Holdout Risk. A stock purchase requires the acquisition of 100% of the outstanding shares in order to achieve full ownership. Unlike a statutory merger, where the approval of a majority of stockholders can bind dissenting minorities, a stock purchase depends on the voluntary participation of every stockholder. If any holder refuses to sell, the Transaction cannot close on its contemplated terms. This ri

4. Enhanced Due Diligence Burden. The assumption of all liabilities in a stock purchase structure places a premium on thorough due diligence to uncover and quantify all existing and potential liabilities that will be inherited by the Buyer. While the diligence burden would exist in any acquisition, the inability to "cherry-pick" assumed liabilities (as would be possible in an asset purchase) makes comprehensive dilig

IV. ALTERNATIVE STRUCTURES CONSIDERED In connection with our analysis, we have evaluated the two principal alternative transaction structures — an asset purchase and a statutory merger — and have compared each to the proposed stock purchase. Our analysis and conclusions are set forth below. A. Asset Purchase Description. In an asset purchase, Acquisition LLC would acquire substantially all of the assets of MFW and as

1. Selective Liability Assumption. An asset purchase permits the Buyer to selectively assume only those liabilities that are specifically identified and assumed in the asset purchase agreement. The Buyer can "cherry-pick" desirable assets and exclude unwanted or uncertain liabilities. In the context of the Transaction, this would allow the Buyer to exclude responsibility for the identified sales tax exposure ($800,00

2. Automatic Step-Up in Tax Basis. In an asset purchase, the Buyer automatically obtains a stepped-up tax basis in the acquired assets equal to the fair market value allocated to each asset. This generates higher depreciation and amortization deductions going forward, resulting in a meaningful tax shield. For a SaaS acquisition where the purchase price substantially exceeds the book value of tangible assets, the pres

3. No Minority Stockholder Holdout Risk. An asset purchase is effected by the corporation itself (MFW) as the selling entity, not by its individual stockholders. Accordingly, the transaction requires only the approval of MFW's board of directors and the requisite stockholder vote under DGCL Section 271 (sale of substantially all assets), eliminating the need to obtain individual purchase commitments from every stockh

1. Burdensome Individual Asset Transfers. An asset purchase requires the individual identification, scheduling, and transfer of each asset to be acquired. For a SaaS business of MFW's scale, this would encompass approximately 4,200 customer MSAs, numerous vendor agreements, three office leases, all intellectual property assets (including software, patents, trademarks, copyrights, and trade secrets), equipment, furnit

2. Customer Consent Requirements. Many of MFW's approximately 4,200 customer MSAs are likely to contain anti-assignment provisions that would require the individual consent of each customer before the contract can be transferred to the Buyer. Obtaining individual consents from 4,200 or more customers is operationally impracticable and would create significant uncertainty regarding the completeness of the asset transf

3. Employment Disruption. In an asset purchase, MFW's employees are not automatically transferred to the Buyer. Instead, their employment with MFW must be terminated and new employment relationships must be established with the Buyer. This creates a risk of employee attrition during the transition, particularly among key technical and leadership personnel, and may trigger obligations under the Worker Adjustment and R

4. Transfer Taxes. The transfer of individual assets may give rise to state and local transfer taxes and sales and use taxes, depending on the nature of the assets and the applicable jurisdictions. These taxes would represent an incremental transaction cost not present in a stock purchase.

5. Tax Disadvantage to Sellers. In an asset purchase, the selling corporation (MFW) is treated as having sold its individual assets. The gain recognized on the sale is categorized by asset class, and certain asset categories — including accounts receivable and certain intangible assets — generate ordinary income rather than capital gain. This ordinary income treatment at the corporate level, combined with the second

6. IP Transfer Complexity. Title transfer for MFW's intellectual property assets — including registered patents, trademarks, and copyrights — would need to be individually recorded with the appropriate federal and state agencies. Any gaps in the chain of title could create uncertainty regarding ownership and enforceability, particularly for the core software platform. Conclusion. The asset purchase structure is not r

1. Elimination of Minority Holdout Risk. Under DGCL Section 251, a merger of a Delaware corporation requires the approval of a majority of the outstanding shares entitled to vote (or a higher threshold if specified in the corporation's certificate of incorporation). Once the requisite stockholder vote is obtained, all stockholders — including those who voted against the merger — are bound by the transaction and recei

2. Preservation of Entity and Contracts. In a reverse triangular merger, MFW survives as the continuing legal entity, maintaining its contracts, licenses, and permits in the same manner as a stock purchase. The operational continuity benefits of the stock purchase structure are thus preserved.

3. Tax Flexibility. A merger structure can be configured to achieve a step-up in tax basis similar to a Section 338(h)(10) election, depending on the specific terms and elections made. Disadvantages of a Merger:

1. Additional Structural Complexity. A merger requires additional documentation and procedural steps, including the preparation and execution of an Agreement and Plan of Merger, the filing of a Certificate of Merger with the Delaware Secretary of State, and compliance with the procedural requirements of the DGCL (including stockholder notice and voting requirements). These additional steps add complexity and cost to

2. Appraisal Rights. Under DGCL Section 262, stockholders of a Delaware corporation who do not vote in favor of a merger have the right to seek judicial appraisal of the "fair value" of their shares. If dissenting stockholders exercise their appraisal rights, the Buyer may face appraisal proceedings in the Delaware Court of Chancery, which can be costly, time-consuming, and unpredictable in their outcome. The apprais

3. Potential for Delay. The merger mechanics — including the stockholder solicitation and voting process, the statutory waiting period, and the preparation and filing of the Certificate of Merger — may require additional time compared to the more straightforward execution mechanics of a stock purchase. In a transaction with a target closing date of April 30, 2026, and an outside date of June 30, 2026, any unnecessary

4. Change-of-Control Triggers. Certain contracts may define "change of control" broadly to include mergers, even reverse triangular mergers where the target survives. To the extent that the change-of-control definitions in MFW's material contracts extend to mergers, a merger structure would trigger the same consent requirements as a stock purchase, without any offsetting benefit. Conclusion. The merger structure is n

V. GARRETT HOLLIDAY EQUITY ROLLOVER A. Overview Garrett Holliday, MFW's co-founder and CEO, has expressed his intention to roll over a portion of his equity value into Acquisition LLC in connection with the Transaction. The contemplated rollover amount is approximately $25,000,000, representing approximately 7.14% of the $350,000,000 aggregate purchase price. Under the Transaction terms, Mr. Holliday's total equity c

1. Rollover Agreement — to be entered into between Mr. Holliday and Acquisition LLC, setting forth the terms and mechanics of the contribution of MFW shares (or purchase consideration rights) in exchange for the Acquisition LLC membership interest.

2. Amended & Restated LLC Agreement of Solara Fleet Holdings LLC — to reflect Mr. Holliday's membership interest alongside Fund III, including all economic, governance, transfer restriction, and put/call provisions.

3. Restrictive Covenant Agreement — to be entered into between Mr. Holliday and Acquisition LLC (or MFW), containing non-competition, non-solicitation of customers, and non-solicitation of employees covenants for a three-year term.

4. Amended or New Employment Agreement — depending on the resolution of the change-of-control severance issue, a new employment agreement between Mr. Holliday and MFW (or Acquisition LLC) may be required, or the existing Employment Agreement may be amended to reflect the post-Closing terms.

VI. TREATMENT OF MFW 2016 STOCK INCENTIVE PLAN A. Overview of Option Pool MFW adopted the 2016 Stock Incentive Plan (the "Plan") under which 1,300,000 shares were authorized for issuance. As of the date hereof, 650,000 options are outstanding under the Plan, of which 480,000 are vested and 170,000 are unvested. The weighted-average exercise price of all outstanding options is $8.50 per share. Based on the per-share c

Section 409A Compliance. Section 409A of the Internal Revenue Code imposes strict rules on the taxation of deferred compensation arrangements. Stock options that are granted at below-fair-market-value exercise prices, or that contain non-standard terms (such as deferral features or additional service-based payment conditions), may constitute deferred compensation subject to Section 409A. A compliance review of all ou

Section 280G Analysis. Payments made to "disqualified individuals" in connection with a change of control are subject to the "parachute payment" rules of Sections 280G and 4999 of the Internal Revenue Code. Under these provisions, if the aggregate present value of payments contingent on the change of control (including option cash-out proceeds, severance payments, accelerated vesting, and other change-of-control-rela

1. Board Resolution. A resolution of the MFW board of directors approving the acceleration of all unvested options and the cancellation and cash-out of all outstanding options in connection with the Transaction.

2. Option Cancellation Agreements. Individual option cancellation agreements with each option holder, confirming the cancellation of the option in exchange for the specified cash payment and the holder's release of any claims relating to the option.

3. Paying Agent and Withholding Mechanics. The SPA will contain provisions establishing the mechanics for payment of the option cash-out amounts, including the designation of a paying agent, calculation of applicable tax withholdings, and timing of payments.

4. Section 280G Analysis. A detailed Section 280G analysis (to be prepared by Sylvia Hartwell's team in coordination with Whitmore Sandoval Group LLC) modeling the aggregate parachute payments to each disqualified individual. If the analysis indicates that excess parachute payments would result, a stockholder approval under Section 280G(b)(5)(B) will need to be prepared and obtained prior to the Closing.

VII. FINANCING STRUCTURE A. Sources of Funds The Transaction will be funded through a combination of equity contributions from Fund III and committed debt financing from Ironclad National Bank, N.A. and Ridgeline Commercial Lending Corp. The following table summarizes the anticipated sources of funds: The aggregate committed debt facility is $175,000,000, consisting of $125,000,000 under Term Loan A ("TLA") and $50,0