Contract analysis

Section 1: Applicant Information 1.1 Named Insured (Proposed) The proposed Named Insured under the R&W Policy is Solara Fleet Holdings LLC, a Delaware limited liability company to be formed prior to closing for the purpose of serving as the direct stock purchaser and acquisition vehicle in connection with this transaction. Solara Fleet Holdings LLC will be a newly formed, wholly-owned subsidiary of Solara Fund III, L

1. Solara Digital Infrastructure LP (EIN 82-4710368), the sponsor entity and ultimate parent of the acquisition vehicle;

2. Solara Fund III, LP (EIN 84-6239017), the specific investment fund making the equity contribution for this transaction and the direct parent of the Named Insured; and

3. Solara Digital Infrastructure GP LLC, a Delaware limited liability company serving as the general partner of Solara Digital Infrastructure LP and certain of its affiliated fund entities. The inclusion of these Additional Insureds reflects the standard organizational structure of private equity-sponsored acquisitions and is intended to ensure that all entities with a direct or indirect economic interest in the tran

Section 2: Target Company Information 2.1 Target Identity • Company Name: Meridian FleetWorks, Inc. • Jurisdiction of Incorporation: Delaware • Entity Type: Corporation • Delaware File Number: 5582037 • EIN: 47-3891205 • Date of Incorporation: 2014 Headquarters: 8750 Westpark Drive, Suite 600 McLean, Virginia 22102 Telephone: (703) 448-3200 Additional Offices: • Austin, Texas: 301 Congress Avenue, Suite 1400, Austin,

Section 3: Transaction Summary 3.1 Transaction Structure The proposed transaction is structured as a 100% stock purchase pursuant to which the direct purchaser, Solara Fleet Holdings LLC (a newly formed Delaware LLC and wholly-owned subsidiary of Solara Fund III, LP), will acquire all of the issued and outstanding shares of common stock and all of the issued and outstanding shares of Series A Preferred Stock of Merid

Section 4: Proposed R&W Insurance Coverage 4.1 Policy Type The applicant seeks a buyer-side representations and warranties insurance policy to be issued in favor of the Named Insured (Solara Fleet Holdings LLC) and the Additional Insureds (Solara Digital Infrastructure LP, Solara Fund III, LP, and Solara Digital Infrastructure GP LLC). The R&W Policy is intended to provide the buyer with insurance coverage for losses

Section 5: Overview of Anticipated SPA Representations and Warranties 5.1 Seller/Target Representations (Expected Coverage) The definitive SPA is expected to include a comprehensive set of representations and warranties made by the selling shareholders and/or the Target with respect to the business, operations, financial condition, and legal compliance of MFW. The R&W Policy is expected to provide coverage for breach

1. Organization, Good Standing, and Qualification — MFW is duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, including Virginia, Texas, and Idaho.

2. Authority and Enforceability — The Target and the selling shareholders have full power and authority to enter into and perform their respective obligations under the SPA, and the SPA constitutes a valid and binding obligation of each party, enforceable in accordance with its terms.

3. Capitalization — The capitalization of MFW is as set forth in the fully diluted capitalization table (Section 3.3 above and Attachment B); there are no undisclosed equity interests, warrants, conversion rights, preemptive rights, or other rights to acquire equity interests in MFW other than as disclosed.

4. Financial Statements — The audited financial statements of MFW (prepared by Glenmore Kessler & Associates PC) for the relevant fiscal years fairly present, in all material respects, the financial position and results of operations of MFW in accordance with GAAP.

5. Absence of Undisclosed Liabilities — MFW has no liabilities or obligations of any nature (whether accrued, absolute, contingent, or otherwise) other than those reflected or reserved against in the financial statements, incurred in the ordinary course of business since the date of the most recent balance sheet, or as specifically disclosed in the Disclosure Schedules.

6. Absence of Material Adverse Change — Since December 31, 2025, there has been no event, change, effect, or development that has had, or would reasonably be expected to have, a Material Adverse Effect on the business, assets, financial condition, or results of operations of MFW.

7. Material Contracts — MFW has provided or will provide a complete and accurate list of all material contracts, including all contracts containing change-of-control provisions, and all such contracts are in full force and effect, and neither MFW nor any counterparty is in material breach thereof. 8. intellectual Property Ownership and Non-Infringement — MFW owns or has valid licenses to all intellectual property use

9. Tax Matters — MFW has timely filed all required tax returns, has paid all taxes due and owing, and has properly collected and remitted all sales taxes and other taxes required to be collected and remitted. (Note: The sales tax exposure identified in Section 6.3 may require specific disclosure and/or carve-out treatment.)

10. Compliance with Laws — MFW is in material compliance with all applicable federal, state, and local laws, rules, and regulations, including but not limited to data privacy laws and FMCSA ELD regulations.

11. Employee and Labor Matters — MFW is in compliance with all applicable employment and labor laws; all employee benefit plans are in compliance with ERISA and the Internal Revenue Code; all workers are properly classified as employees or independent contractors, as applicable. (Note: The independent contractor classification risk identified in Section 6.4 may require specific disclosure.)

12. Real Property / Leases — MFW does not own any real property. MFW has valid leasehold interests in its three office locations (McLean, VA; Austin, TX; Boise, ID), and all leases are in full force and effect.

13. Environmental Matters — MFW is in compliance with all applicable environmental laws and regulations, and there are no environmental liabilities or conditions requiring remediation.

14. Insurance — MFW maintains insurance policies covering its business, operations, and assets in types and amounts customary for companies of similar size and nature.

15. Litigation and Proceedings — There is no pending or, to the knowledge of MFW, threatened litigation, arbitration, or governmental proceeding against MFW or any of its officers, directors, or employees in their capacity as such.

16. Customers and Suppliers — MFW has not received notice that any material customer or supplier intends to terminate or materially reduce its relationship with MFW.

17. Data Privacy and Security — MFW is in compliance with all applicable data privacy and security laws and regulations, including CCPA and BIPA, and has implemented commercially reasonable security measures to protect personal data and sensitive information processed through its platform. (Note: The data privacy compliance matters identified in Section 6.5 may require specific disclosure.)

18. Brokers' Fees — Other than Redstone Arbor Capital LLC (engaged by the Target/selling shareholders), no broker, finder, or financial advisor is entitled to any fee or commission in connection with the transactions contemplated by the SPA. 5.2 Buyer Representations (Expected) The definitive SPA is also expected to include the following representations and warranties made by the Buyer:

1. Organization and Authority — The Buyer is duly organized and has full power and authority to enter into and perform its obligations under the SPA.

2. No Conflicts — The execution and delivery of the SPA and the consummation of the transactions contemplated thereby do not violate any law, regulation, or agreement binding on the Buyer.

3. Financing — The Buyer has received binding commitments for equity financing (from Solara Fund III, LP) and debt financing (from Ironclad National Bank, N.A.) sufficient to consummate the transactions contemplated by the SPA and to pay the aggregate purchase price and all related costs and expenses.

4. Solvency — Following the consummation of the transactions contemplated by the SPA, the Buyer and the Target (on a combined basis) will be solvent and will be able to pay their respective debts as they become due in the ordinary course of business.

5. No Brokers — Other than Cobalt Ridge Partners LLC (engaged by the Buyer), no broker, finder, or financial advisor is entitled to any fee or commission from the Buyer in connection with the transactions contemplated by the SPA. 5.3 Anticipated Exclusions from R&W Policy Based on market practice and the specific facts of this transaction, the applicant anticipates that the R&W Policy may include exclusions for the f

1. Known Matters Specifically Disclosed in the Disclosure Schedules — Matters that are specifically and accurately disclosed in the Disclosure Schedules to the SPA will be excluded from coverage under the R&W Policy, consistent with the principle that the R&W Policy is designed to cover unknown breaches rather than known and accepted risks.

2. Purchase Price Adjustments — Claims relating to post-closing purchase price adjustments, including adjustments for net working capital, cash, debt, and transaction expenses, will be excluded from coverage. These matters are addressed through the mechanical adjustment provisions of the SPA and do not constitute representation and warranty breaches.

3. Forward-Looking Statements and Projections — Any forward-looking statements, financial projections, forecasts, or estimates provided by the Target or the selling shareholders will be excluded from coverage. The R&W Policy is not intended to serve as a guaranty of future performance.

4. Consequential, Punitive, and Exemplary Damages — Coverage for consequential, punitive, and exemplary damages may be excluded from the policy, subject to negotiation. The applicant reserves the right to seek coverage for consequential damages to the extent such damages are recoverable under the SPA indemnification provisions.

5. Known Breaches at Signing — Any breach of a representation or warranty of which the Buyer has actual knowledge as of the date of execution of the SPA will be excluded from coverage.

6. Specific Identified Diligence Issues — Certain specific diligence issues identified in Section 6 below may be the subject of exclusion or sublimit discussions with the underwriter. The applicant will work with the underwriter to determine appropriate treatment of these identified matters.

Section 6: Known Diligence Issues and Risk Factors for Underwriter Assessment The following section sets forth a summary of the diligence issues and risk factors that have been identified to date in connection with the buyer's ongoing due diligence investigation of MFW. These matters are disclosed for purposes of facilitating the underwriter's assessment of the risk profile of the transaction and to permit informed d

Section 7: Selling Shareholders and Key Management 7.1 Principal Selling Shareholders The following table sets forth the principal selling shareholders of MFW, together with their respective equity holdings, post-closing arrangements, and other material information: Garrett Holliday — Co-Founder & Chief Executive Officer • Equity Holdings: 2,800,000 shares of common stock + 400,000 shares of Series A Preferred Stock

Section 8: Material Contracts Summary The following is a summary of the material contracts of MFW that have been identified through due diligence to date. Complete copies or summaries of key material contracts will be provided to the underwriter as part of the underwriting materials (see Section 10.1 below). Office Leases: In addition to the foregoing, the employment agreements with Garrett Holliday and Diana Vasquez

Section 9: Regulatory Matters Hart-Scott-Rodino Antitrust Improvements Act An HSR Act filing will be required in connection with the proposed transaction. The aggregate transaction value of $350,000,000 exceeds the applicable size-of-transaction thresholds under the HSR Act (as adjusted for inflation). The estimated HSR filing fee is $350,000, which will be the obligation of the Buyer pursuant to the terms of the LOI

Section 10: Requested Underwriting Materials and Next Steps 10.1 Documents to Be Provided to Underwriter The following documents and materials will be provided to Atlas Meridian Underwriters Ltd. as part of the underwriting process, as and when available:

1. Draft Stock Purchase Agreement — To be provided upon completion of the first draft; target completion date: on or about March 15, 2026, with SPA execution targeted for March 31, 2026.

2. Disclosure Schedules — To be provided upon completion by MFW and its counsel, Hawthorne Kinsey & Alcott LLP. The Disclosure Schedules will set forth all exceptions, qualifications, and additional information with respect to the representations and warranties of the Target and the selling shareholders.

3. Quality of Earnings Report — The final quality of earnings report prepared by Whitmore Sandoval Group LLC will be provided upon its completion. Preliminary findings have been referenced in Section 6.3 above.

4. Audited Financial Statements — Audited financial statements of MFW for fiscal years 2023, 2024, and 2025 (the last to be finalized upon completion of the FY 2025 audit), prepared by Glenmore Kessler & Associates PC.