[sheet: Closing Checklist]

Item No.	Category	Sub-Category	Deliverable Description	Responsible Party	Secondary Party / Counterparty	Target Completion Date	Status	Notes / Comments
CATEGORY 1	SPA AND ANCILLARY AGREEMENTS
1.1	SPA & Ancillary Agreements	Definitive Agreement	Stock Purchase Agreement — execution version; acquisition of 100% of issued and outstanding shares of common stock (7,850,000 shares) and Series A Preferred Stock (1,500,000 shares) of Meridian FleetWorks, Inc.; purchase price $350,000,000 subject to NWC adjustment (target NWC $5,800,000), cash-free/debt-free basis; Delaware governing law	Calderwood & Harkness LLP (James Prentice / Andrew Fitzpatrick)	Hawthorne Kinsey & Alcott LLP (Rachel Greenwald / Timothy Cho)	2026-03-31	In Progress	First draft (buyer's form) prepared by C&H; to be transmitted to HKA upon client approval; target SPA execution March 31, 2026
1.2	SPA & Ancillary Agreements	Schedules	Disclosure Schedules to Stock Purchase Agreement — completed by MFW and HKA; includes capitalization schedule (10,000,000 fully diluted shares), material contracts, IP, litigation, tax, consents required, indebtedness	Hawthorne Kinsey & Alcott LLP	Calderwood & Harkness LLP (review)	2026-03-31	Not Started	Template prepared by C&H; to be transmitted with SPA first draft
1.3	SPA & Ancillary Agreements	Escrow Agreement	Escrow Agreement among Stockholder Representative, Solara Fleet Holdings LLC, and Northgate Escrow Services LLC (100 Summer Street, Suite 800, Boston, MA 02110); escrow amount $17,500,000 (5% of $350,000,000); 18-month survival period; release date approximately October 31, 2027 (assuming April 30, 2026 closing)	Calderwood & Harkness LLP	Hawthorne Kinsey & Alcott LLP / Northgate Escrow Services LLC	2026-03-31	Not Started	Term sheet/outline prepared; full draft to follow SPA execution
1.4	SPA & Ancillary Agreements	Support Agreement	Stockholder Support Agreement — Pinnacle Bluff Ventures LLC (3,400,000 shares, ~34.0%), Garrett Holliday (3,200,000 shares, ~32.0%), and Diana Vasquez-Park (1,800,000 shares, ~18.0%) committing to vote in favor; aggregate ~84.0% of fully diluted equity; includes drag-along, no-transfer covenants	Calderwood & Harkness LLP	Hawthorne Kinsey & Alcott LLP	2026-03-31	Not Started	Outline prepared; to be finalized concurrently with SPA
1.5	SPA & Ancillary Agreements	Rollover Agreement	Rollover Agreement — Garrett Holliday to contribute approximately $25,000,000 of equity consideration (~7.14% of deal value) into Solara Fleet Holdings LLC in exchange for membership interest; intended as tax-deferred contribution under IRC Section 721	Calderwood & Harkness LLP	Garrett Holliday / Hawthorne Kinsey & Alcott LLP	2026-03-31	Not Started	Outline prepared; governance rights, put/call, tag-along/drag-along to be negotiated
1.6	SPA & Ancillary Agreements	Restrictive Covenants	Restrictive Covenant Agreement — Garrett Holliday; 3-year non-compete and non-solicitation in fleet management and logistics SaaS market; confidentiality obligations; Delaware governing law	Calderwood & Harkness LLP	Hawthorne Kinsey & Alcott LLP / Garrett Holliday	2026-03-31	Not Started	Condition to closing; outline prepared
1.7	SPA & Ancillary Agreements	Restrictive Covenants	Restrictive Covenant Agreement — Diana Vasquez-Park; 2-year non-compete and non-solicitation in fleet management and logistics SaaS market; confidentiality obligations; Delaware governing law	Calderwood & Harkness LLP	Hawthorne Kinsey & Alcott LLP / Diana Vasquez-Park	2026-03-31	Not Started	Condition to closing; Vasquez-Park expected to continue as CTO post-closing
1.8	SPA & Ancillary Agreements	Equity Commitment	Equity Commitment Letter — Solara Fund III, LP (EIN 84-6239017) to Solara Fleet Holdings LLC; commitment up to $175,000,000 in equity capital; includes limited guarantee provisions for sellers	Calderwood & Harkness LLP	Solara Digital Infrastructure LP (Viktor Sorensen / Claire Nakamura)	2026-03-31	In Progress	Draft prepared; under review by Solara
1.9	SPA & Ancillary Agreements	Option Treatment	Option Cancellation Agreement or SPA provision — cancellation of 650,000 outstanding options (480,000 vested / 170,000 unvested) under MFW 2016 Stock Incentive Plan; cash-out at $35.00 per share less weighted-average exercise price of $8.50; aggregate net proceeds $17,225,000; aggregate exercise price $5,525,000	Calderwood & Harkness LLP / Hawthorne Kinsey & Alcott LLP	Meridian FleetWorks, Inc.	2026-03-31	Not Started	To be addressed in SPA or separate option cancellation letters; treatment of unvested options TBD
CATEGORY 2	CORPORATE APPROVALS
2.1	Corporate Approvals	Target Board	Meridian FleetWorks, Inc. Board of Directors resolutions approving the Stock Purchase Agreement, ancillary agreements, and transactions contemplated thereby	Hawthorne Kinsey & Alcott LLP	Meridian FleetWorks, Inc. (Garrett Holliday / Diana Vasquez-Park)	2026-03-31	Not Started	Board includes Holliday and Vasquez-Park as directors; form of resolutions to be prepared by HKA
2.2	Corporate Approvals	Target Stockholders	Written consent or stockholder vote of MFW stockholders approving the stock purchase; requires consent of holders of sufficient shares per MFW charter and stockholders' agreement	Hawthorne Kinsey & Alcott LLP	Pinnacle Bluff Ventures LLC / Garrett Holliday / Diana Vasquez-Park / Other stockholders	2026-04-15	Not Started	Support agreement signatories hold ~84% of fully diluted equity; confirm whether written consent in lieu of meeting is permitted under MFW charter
2.3	Corporate Approvals	Buyer Approvals	Resolutions of Solara Digital Infrastructure GP LLC (general partner of Solara Digital Infrastructure LP) authorizing the transaction on behalf of Solara Fund III, LP	Calderwood & Harkness LLP	Solara Digital Infrastructure LP (Viktor Sorensen)	2026-03-31	Not Started
2.4	Corporate Approvals	Buyer Vehicle Formation	Certificate of Formation and Operating Agreement — Solara Fleet Holdings LLC (acquisition vehicle); to be organized as wholly-owned subsidiary of Solara Fund III, LP in Delaware; EIN to be obtained upon formation	Calderwood & Harkness LLP	Delaware Secretary of State	2026-03-15	Not Started	File with Delaware Secretary of State; obtain EIN from IRS
CATEGORY 3	THIRD-PARTY CONSENTS
3.1	Third-Party Consents	Customer Consent	TerraLink Logistics, Inc. — written change-of-control consent under MFW–TerraLink Strategic Partnership Agreement dated March 15, 2022; TerraLink is MFW's largest customer (~$3,800,000 ARR, ~6.1% of total ARR); 5-year term through March 14, 2027; consent required for any change of control of MFW	Hawthorne Kinsey & Alcott LLP / Meridian FleetWorks, Inc.	TerraLink Logistics, Inc.	2026-04-15	Not Started	CRITICAL PATH ITEM — consent not yet obtained; expected to be a closing condition in SPA
3.2	Third-Party Consents	Hosting Provider	Brindoval Data Solutions LLC — review Cloud Hosting Agreement (dated September 1, 2023; ~$2,100,000 annual spend; 3-year term through August 31, 2026; auto-renews for successive 1-year periods) for change-of-control or assignment provisions; obtain consent/waiver if required	Hawthorne Kinsey & Alcott LLP	Brindoval Data Solutions LLC	2026-04-15	Not Started	Confirm whether assignment or change-of-control consent is required
3.3	Third-Party Consents	Landlord — McLean HQ	Westpark Corporate Center LP — landlord consent for MFW office lease at 8750 Westpark Drive, Suite 600, McLean, VA 22102; 15,000 sq ft; $42.00/sq ft ($630,000/year); term through June 30, 2029; review lease for change-of-control/assignment provisions	Hawthorne Kinsey & Alcott LLP	Westpark Corporate Center LP	2026-04-15	Not Started	Confirm whether stock purchase triggers consent requirement
3.4	Third-Party Consents	Landlord — Austin	Brazos Tower Management LLC — landlord consent for MFW Austin office lease at 301 Congress Avenue, Suite 1400, Austin, TX 78701; 8,500 sq ft; $38.00/sq ft ($323,000/year); term through December 31, 2027	Hawthorne Kinsey & Alcott LLP	Brazos Tower Management LLC	2026-04-15	Not Started	Confirm whether stock purchase triggers consent requirement
3.5	Third-Party Consents	Landlord — Boise	Clearwater Realty Holdings Inc. — landlord consent for MFW Boise office lease at 950 West Bannock Street, Suite 210, Boise, ID 83702; 4,000 sq ft; $22.00/sq ft ($88,000/year); term through March 31, 2027	Hawthorne Kinsey & Alcott LLP	Clearwater Realty Holdings Inc.	2026-04-15	Not Started	Confirm whether stock purchase triggers consent requirement
CATEGORY 4	GOVERNMENT FILINGS
4.1	Government Filings	HSR Act	Hart-Scott-Rodino Act premerger notification filing — transaction value $350,000,000 exceeds applicable thresholds; estimated filing fee $350,000 (buyer's obligation per LOI); no CFIUS concerns (all parties U.S.-domiciled); no state regulatory licenses held by MFW	Calderwood & Harkness LLP	FTC / DOJ	2026-04-01	Not Started	File promptly after SPA execution; 30-day initial waiting period; outside date for closing June 30, 2026
4.2	Government Filings	Delaware Formation	Certificate of Formation — Solara Fleet Holdings LLC filed with Delaware Secretary of State	Calderwood & Harkness LLP	Delaware Secretary of State	2026-03-15	Not Started	See also Item 2.4

4.3	Government Filings	Good Standing	Good standing certificates for Meridian FleetWorks, Inc. (Delaware File Number 5582037) from Delaware Secretary of State and qualification certificates from Virginia, Texas, and Idaho	Hawthorne Kinsey & Alcott LLP	Respective Secretaries of State	2026-04-15	Not Started
CATEGORY 5	PAYOFF OF EXISTING INDEBTEDNESS
5.1	Payoff of Indebtedness	Sentinel Commerce Bank	Payoff letter from Sentinel Commerce Bank, N.A. (2100 Wilson Boulevard, Suite 700, Arlington, VA 22201) for existing line of credit; outstanding balance approximately $4,200,000; to be repaid in full at closing from purchase price proceeds	Hawthorne Kinsey & Alcott LLP / Meridian FleetWorks, Inc. (Marcus Trahan, CFO)	Sentinel Commerce Bank, N.A.	2026-04-15	Not Started	Obtain payoff letter with per diem interest; coordinate wire instructions for closing
5.2	Payoff of Indebtedness	Lien Releases	UCC termination statements and lien releases from Sentinel Commerce Bank, N.A. upon payoff of existing credit facility	Hawthorne Kinsey & Alcott LLP	Sentinel Commerce Bank, N.A.	2026-04-30	Not Started	To be delivered at or promptly following closing
CATEGORY 6	FINANCING CLOSING
6.1	Financing Closing	Credit Agreement	Senior Secured Credit Agreement among Solara Fleet Holdings LLC (as borrower), Ironclad National Bank, N.A. (as administrative agent, sole lead arranger, and sole bookrunner), and Ridgeline Commercial Lending Corp. (as co-lender); $175,000,000 total facility ($125,000,000 Term Loan A at SOFR + 400 bps, 5-year term, 5% annual amortization / $1,562,500 quarterly; $50,000,000 Revolving Credit Facility at SOFR + 375 bps, 0.50% commitment fee, undrawn at close)	Cascade & Whitfield LLP (Jonathan Mayer) / Calderwood & Harkness LLP	Ironclad National Bank, N.A. (200 Liberty Street, New York, NY 10281) / Ridgeline Commercial Lending Corp. (101 Federal Street, Suite 2800, Boston, MA 02110)	2026-04-30	Not Started	Per commitment letter CL-INB-2026-0214 dated February 14, 2026; Ridgeline participates $50,000,000 of TLA tranche
6.2	Financing Closing	Security Documents	Security agreement, pledge agreement, and UCC financing statements granting Ironclad National Bank (as administrative agent) a first-priority lien on assets of Solara Fleet Holdings LLC and MFW (post-closing)	Cascade & Whitfield LLP	Calderwood & Harkness LLP	2026-04-30	Not Started
6.3	Financing Closing	Guaranty	Guaranty agreement from Solara Fleet Holdings LLC and/or MFW subsidiaries (if any) in favor of the lenders	Cascade & Whitfield LLP	Calderwood & Harkness LLP	2026-04-30	Not Started
6.4	Financing Closing	Arrangement Fee	Payment of arrangement fee — $2,625,000 ($175,000,000 × 1.50%) to Ironclad National Bank, N.A. at closing	Solara Digital Infrastructure LP	Ironclad National Bank, N.A.	2026-04-30	Not Started	To be reflected in funds flow
6.5	Financing Closing	Funds Flow — Debt	Term Loan A funding — $125,000,000 drawdown at closing; Revolver — $50,000,000 available, expected undrawn at close	Ironclad National Bank, N.A. / Ridgeline Commercial Lending Corp.	Solara Fleet Holdings LLC	2026-04-30	Not Started	Coordinate with funds flow memorandum
CATEGORY 7	R&W INSURANCE
7.1	R&W Insurance	Policy Binding	Bind buyer-side representations and warranties insurance policy with Atlas Meridian Underwriters Ltd. (140 Broadway, 30th Floor, New York, NY 10005); policy limit $35,000,000 (10% of $350,000,000 enterprise value); estimated premium $1,050,000 (3.0% rate on limit) plus applicable taxes and fees	Trident Peak Insurance Brokers Inc. (Megan Forsythe, 55 East Monroe Street, Suite 3100, Chicago, IL 60603)	Atlas Meridian Underwriters Ltd. / Calderwood & Harkness LLP	2026-04-30	In Progress	Application/submission drafted; underwriting calls to be scheduled; policy must be bound at or prior to closing
7.2	R&W Insurance	Premium Payment	Payment of R&W insurance premium — estimated $1,050,000 plus taxes and fees; buyer's cost	Solara Digital Infrastructure LP	Atlas Meridian Underwriters Ltd. / Trident Peak Insurance Brokers Inc.	2026-04-30	Not Started	To be reflected in funds flow
7.3	R&W Insurance	No-Claims Declaration	No-claims declaration and bring-down diligence confirmation required by carrier prior to binding	Calderwood & Harkness LLP	Atlas Meridian Underwriters Ltd.	2026-04-30	Not Started
CATEGORY 8	CERTIFICATES AND OFFICER CERTIFICATES
8.1	Certificates	Seller Closing Certificate	Officer's certificate of Meridian FleetWorks, Inc. (signed by Garrett Holliday as CEO and/or Marcus Trahan as CFO) certifying accuracy of representations and warranties, compliance with covenants, and satisfaction of closing conditions as of closing date	Hawthorne Kinsey & Alcott LLP	Meridian FleetWorks, Inc.	2026-04-30	Not Started
8.2	Certificates	Buyer Closing Certificate	Officer's certificate of Solara Fleet Holdings LLC certifying accuracy of buyer representations and warranties and compliance with buyer covenants as of closing date	Calderwood & Harkness LLP	Solara Fleet Holdings LLC	2026-04-30	Not Started
8.3	Certificates	Secretary's Certificate — Target	Secretary's certificate of MFW attaching certified copies of certificate of incorporation (Delaware File Number 5582037), bylaws, board resolutions, and stockholder approvals; incumbency of officers	Hawthorne Kinsey & Alcott LLP	Meridian FleetWorks, Inc.	2026-04-30	Not Started
8.4	Certificates	Secretary's Certificate — Buyer	Secretary's certificate of Solara Fleet Holdings LLC attaching certified copies of certificate of formation, operating agreement, and manager/member resolutions; incumbency of authorized signatories	Calderwood & Harkness LLP	Solara Fleet Holdings LLC	2026-04-30	Not Started
8.5	Certificates	FIRPTA Certificate	Non-foreign person affidavit / FIRPTA certificate from each selling stockholder of MFW (or from MFW pursuant to Treasury Regulations Section 1.1445-2(c)(3)) certifying that the sale is not subject to FIRPTA withholding	Hawthorne Kinsey & Alcott LLP	MFW stockholders	2026-04-30	Not Started
8.6	Certificates	IRS Form W-9	IRS Form W-9 from each selling stockholder and from MFW	Hawthorne Kinsey & Alcott LLP	MFW stockholders	2026-04-30	Not Started
CATEGORY 9	LEGAL OPINIONS
9.1	Legal Opinions	Target's Counsel Opinion	Legal opinion of Hawthorne Kinsey & Alcott LLP (1900 K Street NW, Suite 1100, Washington, DC 20006) as to due organization, power and authority, enforceability, and no-conflicts for Meridian FleetWorks, Inc.	Hawthorne Kinsey & Alcott LLP (Rachel Greenwald)	Calderwood & Harkness LLP (for buyer)	2026-04-30	Not Started	Scope of opinion to be negotiated in SPA
9.2	Legal Opinions	Buyer's Counsel Opinion	Legal opinion of Calderwood & Harkness LLP as to due organization, power and authority, and enforceability for Solara Fleet Holdings LLC (if required by sellers)	Calderwood & Harkness LLP (James Prentice)	Hawthorne Kinsey & Alcott LLP (for sellers)	2026-04-30	Not Started	Confirm whether sellers will require buyer opinion
9.3	Legal Opinions	Lender's Counsel Opinion	Legal opinion of Cascade & Whitfield LLP (51 West 52nd Street, New York, NY 10019) regarding the credit facility and security documents, if required under credit agreement	Cascade & Whitfield LLP (Jonathan Mayer)	Ironclad National Bank, N.A. / Ridgeline Commercial Lending Corp.	2026-04-30	Not Started

CATEGORY 10	FUNDS FLOW
10.1	Funds Flow	Funds Flow Memorandum	Execution version of funds flow memorandum — Sources: Solara Fund III equity ($175,000,000) + Ironclad/Ridgeline TLA ($125,000,000) = $300,000,000 cash sources. Uses: Purchase price ($350,000,000) less Holliday rollover ($25,000,000) = $325,000,000 net cash; less MFW transaction expenses (~$12,000,000 including Redstone Arbor success fee of $6,125,000); less Sentinel Commerce Bank payoff (~$4,200,000); less escrow deposit to Northgate Escrow ($17,500,000); net cash distributed to selling shareholders ~$291,300,000	Calderwood & Harkness LLP / Cobalt Ridge Partners LLC (Owen Prescott)	Hawthorne Kinsey & Alcott LLP / Redstone Arbor Capital LLC (Priya Chandrasekaran)	2026-04-25	In Progress	Preliminary draft prepared; to be finalized pre-closing; buyer-side costs (C&H fees, Cobalt Ridge $3,500,000, HSR $350,000, R&W premium ~$1,050,000, arrangement fee $2,625,000) funded separately from equity
10.2	Funds Flow	Wire Instructions	Collect and verify wire instructions for all payees: selling stockholders (Pinnacle Bluff Ventures LLC, Garrett Holliday, Diana Vasquez-Park, Marcus Trahan, other holders), Northgate Escrow Services LLC, Sentinel Commerce Bank, Redstone Arbor Capital LLC, Hawthorne Kinsey & Alcott LLP (for MFW expenses), Ironclad National Bank, option holders	Calderwood & Harkness LLP / Hawthorne Kinsey & Alcott LLP	All payees	2026-04-25	Not Started
10.3	Funds Flow	Exclusivity Deposit Release	Release of $2,500,000 exclusivity deposit held by Northgate Escrow Services LLC (deposited by February 25, 2026 per LOI-MFW-2026-0218); credit against purchase price or return to buyer per SPA terms	Calderwood & Harkness LLP / Hawthorne Kinsey & Alcott LLP	Northgate Escrow Services LLC	2026-04-30	Not Started	Refundable except in case of buyer's willful breach per LOI
10.4	Funds Flow	Buyer Advisory Fee	Payment of Cobalt Ridge Partners LLC advisory fee — $3,500,000 flat fee payable at closing	Solara Digital Infrastructure LP	Cobalt Ridge Partners LLC (600 Lexington Avenue, 15th Floor, New York, NY 10022)	2026-04-30	Not Started	Buyer-side cost
10.5	Funds Flow	Seller Advisory Fee	Payment of Redstone Arbor Capital LLC success fee — $6,125,000 ($350,000,000 × 1.75%) from MFW transaction expense fund at closing	Meridian FleetWorks, Inc.	Redstone Arbor Capital LLC (350 Park Avenue, 22nd Floor, New York, NY 10022)	2026-04-30	Not Started	Seller-side cost; deducted from proceeds
10.6	Funds Flow	HSR Filing Fee	Payment of HSR filing fee — estimated $350,000; buyer's obligation per LOI	Solara Digital Infrastructure LP	FTC	2026-04-01	Not Started	Pay upon filing; timing depends on SPA execution

[sheet: Key Dates & Milestones]

Milestone	Date	Source / Reference	Status	Notes
LOI Executed	2026-02-18	LOI-MFW-2026-0218	Complete	Exclusivity begins; matter opened (C&H Matter No. 1041-00004)
Exclusivity Deposit Due	2026-02-25	LOI Section [__] — 5 business days post-LOI	Complete	$2,500,000 to Northgate Escrow Services LLC
Buyer's Diligence Completion Deadline	2026-03-15	LOI	In Progress	VDR access via Thackeray Solutions (Project Trident); C&H and Whitmore Sandoval conducting review
Acquisition Vehicle Formation Deadline	2026-03-15	Internal Target	Not Started	Solara Fleet Holdings LLC — Delaware formation and EIN
Target SPA Execution Date	2026-03-31	LOI	Not Started	First draft SPA in preparation by C&H
HSR Filing (Target)	2026-04-01	SPA (anticipated)	Not Started	File promptly after SPA execution; estimated filing fee $350,000
Third-Party Consents Deadline	2026-04-15	Internal Target	Not Started	TerraLink, Brindoval, landlords; critical path items
Exclusivity Period Expiration	2026-04-19	LOI — 60 days from February 18, 2026	Pending
Funds Flow Memorandum Finalized	2026-04-25	Internal Target	Not Started	Preliminary draft in progress
Target Closing Date	2026-04-30	LOI	Not Started	Subject to HSR clearance and satisfaction of all closing conditions
Outside Date for Closing	2026-06-30	LOI / SPA (anticipated)	Pending	Drop-dead date; either party may terminate if closing has not occurred
Brindoval Hosting Agreement Expiration	2026-08-31	MFW–Brindoval Agreement (Sept 1, 2023)	N/A	Auto-renews for successive 1-year periods; confirm no disruption
TerraLink Partnership Expiration	2027-03-14	MFW–TerraLink Agreement (March 15, 2022)	N/A	5-year term
Boise Office Lease Expiration	2027-03-31	Clearwater Realty Holdings lease	N/A
R&W Escrow Release Date	2027-10-31	Escrow Agreement (anticipated)	N/A	18 months from assumed April 30, 2026 closing
Austin Office Lease Expiration	2027-12-31	Brazos Tower Management lease	N/A
McLean HQ Lease Expiration	2029-06-30	Westpark Corporate Center LP lease	N/A

[sheet: Parties & Contacts]

Role	Entity Full Legal Name	Short Name	Key Contact	Title	Address	Notes
Buyer / Client	Solara Digital Infrastructure LP	Solara	Viktor Sorensen / Claire Nakamura	Managing Partner / Partner, Head of Software Investing	1200 Market Street, Suite 2400, Wilmington, DE 19801	EIN 82-4710368; GP entity: Solara Digital Infrastructure GP LLC
Buyer Investment Vehicle	Solara Fund III, LP	Fund III	Viktor Sorensen	Managing Partner	1200 Market Street, Suite 2400, Wilmington, DE 19801	EIN 84-6239017; $1.85B committed capital
Acquisition Vehicle (to be formed)	Solara Fleet Holdings LLC	AcquisitionCo	TBD	Delaware — to be formed	EIN to be obtained; wholly-owned sub of Fund III
Target	Meridian FleetWorks, Inc.	MFW	Garrett Holliday (CEO) / Diana Vasquez-Park (CTO) / Marcus Trahan (CFO)	Co-Founder & CEO / Co-Founder & CTO / CFO	8750 Westpark Drive, Suite 600, McLean, VA 22102	EIN 47-3891205; DE File No. 5582037; ~310 employees
Target — Institutional Shareholder	Pinnacle Bluff Ventures LLC	Pinnacle Bluff	Douglas Irwin	Managing Member	4401 Fair Lakes Court, Suite 300, Fairfax, VA 22033	EIN 54-2086471; holds ~34.0% fully diluted
Buyer's Counsel	Calderwood & Harkness LLP	C&H	James Prentice (Partner) / Sandra Tung (Partner) / Andrew Fitzpatrick (Associate) / Naomi Petersen (Associate) / Sylvia Hartwell (Tax Partner)	Various	277 Park Avenue, 45th Floor, New York, NY 10172	Matter No. 1041-00004; Engagement Ref. 1041-00004
Target's Counsel	Hawthorne Kinsey & Alcott LLP	HKA	Rachel Greenwald / Timothy Cho	Lead Partner / Associate Counsel	1900 K Street NW, Suite 1100, Washington, DC 20006
Lender's Counsel	Cascade & Whitfield LLP	C&W	Jonathan Mayer	Lead Partner (Finance)	51 West 52nd Street, New York, NY 10019
Target's Financial Advisor	Redstone Arbor Capital LLC	Redstone Arbor	Priya Chandrasekaran	Managing Director	350 Park Avenue, 22nd Floor, New York, NY 10022	Success fee: $6,125,000 (1.75% of $350M)
Buyer's Financial Advisor	Cobalt Ridge Partners LLC	Cobalt Ridge	Owen Prescott	Managing Director	600 Lexington Avenue, 15th Floor, New York, NY 10022	Advisory fee: $3,500,000 flat
Lead Arranger / Admin Agent	Ironclad National Bank, N.A.	Ironclad	—	200 Liberty Street, New York, NY 10281	Commitment Letter Ref. CL-INB-2026-0214
Co-Lender	Ridgeline Commercial Lending Corp.	Ridgeline	—	101 Federal Street, Suite 2800, Boston, MA 02110	$50M TLA participation
Target's Auditors	Glenmore Kessler & Associates PC	Glenmore Kessler	Linda Chowdhury, CPA	Engagement Partner	7925 Jones Branch Drive, Suite 500, Tysons, VA 22102	Auditor since FY 2019
QofE Advisor (Buy-Side)	Whitmore Sandoval Group LLC	Whitmore Sandoval	Daniel Ostroff, CPA	Engagement Lead	225 West Wacker Drive, Suite 1600, Chicago, IL 60606
R&W Insurance Broker	Trident Peak Insurance Brokers Inc.	Trident Peak	Megan Forsythe	Account Executive	55 East Monroe Street, Suite 3100, Chicago, IL 60603
R&W Insurance Carrier	Atlas Meridian Underwriters Ltd.	Atlas Meridian	—	140 Broadway, 30th Floor, New York, NY 10005	Domiciled Hamilton, Bermuda; limit $35M; premium est. $1,050,000
Escrow Agent	Northgate Escrow Services LLC	Northgate Escrow	—	100 Summer Street, Suite 800, Boston, MA 02110	Escrow amount $17,500,000
Target's Existing Lender (Payoff)	Sentinel Commerce Bank, N.A.	Sentinel Commerce	—	2100 Wilson Boulevard, Suite 700, Arlington, VA 22201	Outstanding balance ~$4,200,000
Largest Customer (Consent Required)	TerraLink Logistics, Inc.	TerraLink	—	—	~$3,800,000 ARR; change-of-control consent required
Cloud Hosting Provider	Brindoval Data Solutions LLC	Brindoval	—	—	~$2,100,000/year spend
Landlord — McLean HQ	Westpark Corporate Center LP	Westpark	—	McLean, VA	$630,000/year; term through June 30, 2029
Landlord — Austin	Brazos Tower Management LLC	Brazos Tower	—	Austin, TX	$323,000/year; term through December 31, 2027
Landlord — Boise	Clearwater Realty Holdings Inc.	Clearwater Realty	—	Boise, ID	$88,000/year; term through March 31, 2027

[sheet: Open Diligence Issues]

Issue No.	Category	Description	Estimated Exposure / Impact	Responsible Attorney	Proposed Resolution / SPA Treatment	Checklist Cross-Ref	Status
1	Material Contracts / Third-Party Consent	TerraLink Logistics, Inc. strategic partnership agreement (dated March 15, 2022) requires written consent of TerraLink for any change of control of MFW; TerraLink is largest customer (~$3,800,000 ARR, ~6.1% of total ARR); consent not yet obtained	Loss of $3,800,000 ARR if consent refused or contract terminated	Andrew Fitzpatrick	Include as closing condition in SPA; MFW/HKA to initiate consent process; consider interim operating covenant requiring MFW to use commercially reasonable efforts to obtain	3.1	Open — Critical Path
2	Intellectual Property	3 former contractors engaged in 2015–2016 may not have executed IP assignment agreements covering their contributions to the MFW platform; potential gaps in chain of title to core software	Risk to enforceability of IP ownership; potential third-party claims	Naomi Petersen	Recommend obtaining retroactive assignments if contractors can be located; special indemnity in SPA; address in R&W insurance application (disclosed to Atlas Meridian Underwriters)	N/A — SPA representation / indemnity	Open — Under Investigation
3	Tax — Sales Tax Nexus	MFW may have nexus in 6–8 states where it has not been collecting or remitting SaaS sales tax; per preliminary Whitmore Sandoval Group findings, estimated exposure range $800,000–$1,400,000	$800,000–$1,400,000	Sylvia Hartwell / Daniel Ostroff (Whitmore Sandoval)	Seek seller indemnification in SPA (potentially carved out from basket/cap); consider voluntary disclosure agreements in affected states post-closing; coordinate with Whitmore Sandoval on identification of specific states and periods	N/A — SPA indemnification	Open — Awaiting Whitmore Sandoval Detail
4	Employment / Independent Contractors	MFW utilizes approximately 25 independent contractors in product development; potential misclassification risk under federal and state employment laws	Back wages, benefits, tax liabilities, penalties — amount TBD	Andrew Fitzpatrick	Complete classification risk assessment; seek seller representation in SPA; consider specific indemnity or holdback for identified risk	N/A — SPA representation / indemnity	Open — Under Review
5	Data Privacy / Regulatory	MFW processes fleet GPS and driver-behavior data; compliance with Illinois BIPA, California CCPA, and other state biometric/privacy laws under review	Potential statutory damages and enforcement actions — amount TBD	Andrew Fitzpatrick	Complete privacy compliance assessment; obtain representations in SPA; consider R&W insurance coverage for identified exposures	N/A — SPA representation / indemnity	Open — Under Review
6	Financial / Working Capital	Preliminary QofE analysis by Whitmore Sandoval identifies potential $400,000–$600,000 variance between MFW's reported net working capital and normalized NWC; adjustments related to deferred revenue recognition and accrued liabilities classification	$400,000–$600,000 potential purchase price adjustment	Sylvia Hartwell / Daniel Ostroff (Whitmore Sandoval)	Finalize QofE analysis; negotiate NWC target ($5,800,000 per LOI) and NWC adjustment mechanism in SPA; consider true-up collar or de minimis threshold	N/A — SPA NWC adjustment	Open — Awaiting Final QofE
7	Litigation / Claims	Former employee filed demand letter in November 2025 alleging wrongful termination and unpaid commissions; MFW outside employment counsel considers claim low-merit; estimated defense cost $75,000–$150,000; potential settlement exposure $200,000–$350,000	$75,000–$350,000 (defense costs plus potential settlement)	Andrew Fitzpatrick	Disclose in SPA disclosure schedules; seek seller indemnification for pre-closing litigation matters; monitor for any escalation prior to closing	N/A — SPA disclosure schedule / indemnity	Open — Monitoring

[sheet: Closing Checklist]
Item No. | Category | Sub-Category | Deliverable Description | Responsible Party | Secondary Party / Counterparty | Target Completion Date | Status | Notes / Comments
CATEGORY 1 | SPA AND ANCILLARY AGREEMENTS
1.1 | SPA & Ancillary Agreements | Definitive Agreement | Stock Purchase Agreement — execution version; acquisition of 100% of issued and outstanding shares of common stock (7,850,000 shares) and Series A Preferred Stock (1,500,000 shares) of Meridian FleetWorks, Inc.; purchase price $350,000,000 subject to NWC adjustment (target NWC $5,800,000), cash-free/debt-free basis; Delaware governing law | Calderwood & Harkness LLP (James Prentice / Andrew Fitzpatrick) | Hawthorne Kinsey & Alcott LLP (Rachel Greenwald / Timothy Cho) | 2026-03-31 | In Progress | First draft (buyer's form) prepared by C&H; to be transmitted to HKA upon client approval; target SPA execution March 31, 2026
1.2 | SPA & Ancillary Agreements | Schedules | Disclosure Schedules to Stock Purchase Agreement — completed by MFW and HKA; includes capitalization schedule (10,000,000 fully diluted shares), material contracts, IP, litigation, tax, consents required, indebtedness | Hawthorne Kinsey & Alcott LLP | Calderwood & Harkness LLP (review) | 2026-03-31 | Not Started | Template prepared by C&H; to be transmitted with SPA first draft
1.3 | SPA & Ancillary Agreements | Escrow Agreement | Escrow Agreement among Stockholder Representative, Solara Fleet Holdings LLC, and Northgate Escrow Services LLC (100 Summer Street, Suite 800, Boston, MA 02110); escrow amount $17,500,000 (5% of $350,000,000); 18-month survival period; release date approximately October 31, 2027 (assuming April 30, 2026 closing) | Calderwood & Harkness LLP | Hawthorne Kinsey & Alcott LLP / Northgate Escrow Services LLC | 2026-03-31 | Not Started | Term sheet/outline prepared; full draft to follow SPA execution
1.4 | SPA & Ancillary Agreements | Support Agreement | Stockholder Support Agreement — Pinnacle Bluff Ventures LLC (3,400,000 shares, ~34.0%), Garrett Holliday (3,200,000 shares, ~32.0%), and Diana Vasquez-Park (1,800,000 shares, ~18.0%) committing to vote in favor; aggregate ~84.0% of fully diluted equity; includes drag-along, no-transfer covenants | Calderwood & Harkness LLP | Hawthorne Kinsey & Alcott LLP | 2026-03-31 | Not Started | Outline prepared; to be finalized concurrently with SPA
1.5 | SPA & Ancillary Agreements | Rollover Agreement | Rollover Agreement — Garrett Holliday to contribute approximately $25,000,000 of equity consideration (~7.14% of deal value) into Solara Fleet Holdings LLC in exchange for membership interest; intended as tax-deferred contribution under IRC Section 721 | Calderwood & Harkness LLP | Garrett Holliday / Hawthorne Kinsey & Alcott LLP | 2026-03-31 | Not Started | Outline prepared; governance rights, put/call, tag-along/drag-along to be negotiated
1.6 | SPA & Ancillary Agreements | Restrictive Covenants | Restrictive Covenant Agreement — Garrett Holliday; 3-year non-compete and non-solicitation in fleet management and logistics SaaS market; confidentiality obligations; Delaware governing law | Calderwood & Harkness LLP | Hawthorne Kinsey & Alcott LLP / Garrett Holliday | 2026-03-31 | Not Started | Condition to closing; outline prepared
1.7 | SPA & Ancillary Agreements | Restrictive Covenants | Restrictive Covenant Agreement — Diana Vasquez-Park; 2-year non-compete and non-solicitation in fleet management and logistics SaaS market; confidentiality obligations; Delaware governing law | Calderwood & Harkness LLP | Hawthorne Kinsey & Alcott LLP / Diana Vasquez-Park | 2026-03-31 | Not Started | Condition to closing; Vasquez-Park expected to continue as CTO post-closing
1.8 | SPA & Ancillary Agreements | Equity Commitment | Equity Commitment Letter — Solara Fund III, LP (EIN 84-6239017) to Solara Fleet Holdings LLC; commitment up to $175,000,000 in equity capital; includes limited guarantee provisions for sellers | Calderwood & Harkness LLP | Solara Digital Infrastructure LP (Viktor Sorensen / Claire Nakamura) | 2026-03-31 | In Progress | Draft prepared; under review by Solara
1.9 | SPA & Ancillary Agreements | Option Treatment | Option Cancellation Agreement or SPA provision — cancellation of 650,000 outstanding options (480,000 vested / 170,000 unvested) under MFW 2016 Stock Incentive Plan; cash-out at $35.00 per share less weighted-average exercise price of $8.50; aggregate net proceeds $17,225,000; aggregate exercise price $5,525,000 | Calderwood & Harkness LLP / Hawthorne Kinsey & Alcott LLP | Meridian FleetWorks, Inc. | 2026-03-31 | Not Started | To be addressed in SPA or separate option cancellation letters; treatment of unvested options TBD
CATEGORY 2 | CORPORATE APPROVALS
2.1 | Corporate Approvals | Target Board | Meridian FleetWorks, Inc. Board of Directors resolutions approving the Stock Purchase Agreement, ancillary agreements, and transactions contemplated thereby | Hawthorne Kinsey & Alcott LLP | Meridian FleetWorks, Inc. (Garrett Holliday / Diana Vasquez-Park) | 2026-03-31 | Not Started | Board includes Holliday and Vasquez-Park as directors; form of resolutions to be prepared by HKA
2.2 | Corporate Approvals | Target Stockholders | Written consent or stockholder vote of MFW stockholders approving the stock purchase; requires consent of holders of sufficient shares per MFW charter and stockholders' agreement | Hawthorne Kinsey & Alcott LLP | Pinnacle Bluff Ventures LLC / Garrett Holliday / Diana Vasquez-Park / Other stockholders | 2026-04-15 | Not Started | Support agreement signatories hold ~84% of fully diluted equity; confirm whether written consent in lieu of meeting is permitted under MFW charter
2.3 | Corporate Approvals | Buyer Approvals | Resolutions of Solara Digital Infrastructure GP LLC (general partner of Solara Digital Infrastructure LP) authorizing the transaction on behalf of Solara Fund III, LP | Calderwood & Harkness LLP | Solara Digital Infrastructure LP (Viktor Sorensen) | 2026-03-31 | Not Started
2.4 | Corporate Approvals | Buyer Vehicle Formation | Certificate of Formation and Operating Agreement — Solara Fleet Holdings LLC (acquisition vehicle); to be organized as wholly-owned subsidiary of Solara Fund III, LP in Delaware; EIN to be obtained upon formation | Calderwood & Harkness LLP | Delaware Secretary of State | 2026-03-15 | Not Started | File with Delaware Secretary of State; obtain EIN from IRS
CATEGORY 3 | THIRD-PARTY CONSENTS
3.1 | Third-Party Consents | Customer Consent | TerraLink Logistics, Inc. — written change-of-control consent under MFW–TerraLink Strategic Partnership Agreement dated March 15, 2022; TerraLink is MFW's largest customer (~$3,800,000 ARR, ~6.1% of total ARR); 5-year term through March 14, 2027; consent required for any change of control of MFW | Hawthorne Kinsey & Alcott LLP / Meridian FleetWorks, Inc. | TerraLink Logistics, Inc. | 2026-04-15 | Not Started | CRITICAL PATH ITEM — consent not yet obtained; expected to be a closing condition in SPA
3.2 | Third-Party Consents | Hosting Provider | Brindoval Data Solutions LLC — review Cloud Hosting Agreement (dated September 1, 2023; ~$2,100,000 annual spend; 3-year term through August 31, 2026; auto-renews for successive 1-year periods) for change-of-control or assignment provisions; obtain consent/waiver if required | Hawthorne Kinsey & Alcott LLP | Brindoval Data Solutions LLC | 2026-04-15 | Not Started | Confirm whether assignment or change-of-control consent is required
3.3 | Third-Party Consents | Landlord — McLean HQ | Westpark Corporate Center LP — landlord consent for MFW office lease at 8750 Westpark Drive, Suite 600, McLean, VA 22102; 15,000 sq ft; $42.00/sq ft ($630,000/year); term through June 30, 2029; review lease for change-of-control/assignment provisions | Hawthorne Kinsey & Alcott LLP | Westpark Corporate Center LP | 2026-04-15 | Not Started | Confirm whether stock purchase triggers consent requirement
3.4 | Third-Party Consents | Landlord — Austin | Brazos Tower Management LLC — landlord consent for MFW Austin office lease at 301 Congress Avenue, Suite 1400, Austin, TX 78701; 8,500 sq ft; $38.00/sq ft ($323,000/year); term through December 31, 2027 | Hawthorne Kinsey & Alcott LLP | Brazos Tower Management LLC | 2026-04-15 | Not Started | Confirm whether stock purchase triggers consent requirement
3.5 | Third-Party Consents | Landlord — Boise | Clearwater Realty Holdings Inc. — landlord consent for MFW Boise office lease at 950 West Bannock Street, Suite 210, Boise, ID 83702; 4,000 sq ft; $22.00/sq ft ($88,000/year); term through March 31, 2027 | Hawthorne Kinsey & Alcott LLP | Clearwater Realty Holdings Inc. | 2026-04-15 | Not Started | Confirm whether stock purchase triggers consent requirement
CATEGORY 4 | GOVERNMENT FILINGS
4.1 | Government Filings | HSR Act | Hart-Scott-Rodino Act premerger notification filing — transaction value $350,000,000 exceeds applicable thresholds; estimated filing fee $350,000 (buyer's obligation per LOI); no CFIUS concerns (all parties U.S.-domiciled); no state regulatory licenses held by MFW | Calderwood & Harkness LLP | FTC / DOJ | 2026-04-01 | Not Started | File promptly after SPA execution; 30-day initial waiting period; outside date for closing June 30, 2026
4.2 | Government Filings | Delaware Formation | Certificate of Formation — Solara Fleet Holdings LLC filed with Delaware Secretary of State | Calderwood & Harkness LLP | Delaware Secretary of State | 2026-03-15 | Not Started | See also Item 2.4
4.3 | Government Filings | Good Standing | Good standing certificates for Meridian FleetWorks, Inc. (Delaware File Number 5582037) from Delaware Secretary of State and qualification certificates from Virginia, Texas, and Idaho | Hawthorne Kinsey & Alcott LLP | Respective Secretaries of State | 2026-04-15 | Not Started
CATEGORY 5 | PAYOFF OF EXISTING INDEBTEDNESS
5.1 | Payoff of Indebtedness | Sentinel Commerce Bank | Payoff letter from Sentinel Commerce Bank, N.A. (2100 Wilson Boulevard, Suite 700, Arlington, VA 22201) for existing line of credit; outstanding balance approximately $4,200,000; to be repaid in full at closing from purchase price proceeds | Hawthorne Kinsey & Alcott LLP / Meridian FleetWorks, Inc. (Marcus Trahan, CFO) | Sentinel Commerce Bank, N.A. | 2026-04-15 | Not Started | Obtain payoff letter with per diem interest; coordinate wire instructions for closing
5.2 | Payoff of Indebtedness | Lien Releases | UCC termination statements and lien releases from Sentinel Commerce Bank, N.A. upon payoff of existing credit facility | Hawthorne Kinsey & Alcott LLP | Sentinel Commerce Bank, N.A. | 2026-04-30 | Not Started | To be delivered at or promptly following closing
CATEGORY 6 | FINANCING CLOSING
6.1 | Financing Closing | Credit Agreement | Senior Secured Credit Agreement among Solara Fleet Holdings LLC (as borrower), Ironclad National Bank, N.A. (as administrative agent, sole lead arranger, and sole bookrunner), and Ridgeline Commercial Lending Corp. (as co-lender); $175,000,000 total facility ($125,000,000 Term Loan A at SOFR + 400 bps, 5-year term, 5% annual amortization / $1,562,500 quarterly; $50,000,000 Revolving Credit Facility at SOFR + 375 bps, 0.50% commitment fee, undrawn at close) | Cascade & Whitfield LLP (Jonathan Mayer) / Calderwood & Harkness LLP | Ironclad National Bank, N.A. (200 Liberty Street, New York, NY 10281) / Ridgeline Commercial Lending Corp. (101 Federal Street, Suite 2800, Boston, MA 02110) | 2026-04-30 | Not Started | Per commitment letter CL-INB-2026-0214 dated February 14, 2026; Ridgeline participates $50,000,000 of TLA tranche
6.2 | Financing Closing | Security Documents | Security agreement, pledge agreement, and UCC financing statements granting Ironclad National Bank (as administrative agent) a first-priority lien on assets of Solara Fleet Holdings LLC and MFW (post-closing) | Cascade & Whitfield LLP | Calderwood & Harkness LLP | 2026-04-30 | Not Started
6.3 | Financing Closing | Guaranty | Guaranty agreement from Solara Fleet Holdings LLC and/or MFW subsidiaries (if any) in favor of the lenders | Cascade & Whitfield LLP | Calderwood & Harkness LLP | 2026-04-30 | Not Started
6.4 | Financing Closing | Arrangement Fee | Payment of arrangement fee — $2,625,000 ($175,000,000 × 1.50%) to Ironclad National Bank, N.A. at closing | Solara Digital Infrastructure LP | Ironclad National Bank, N.A. | 2026-04-30 | Not Started | To be reflected in funds flow
6.5 | Financing Closing | Funds Flow — Debt | Term Loan A funding — $125,000,000 drawdown at closing; Revolver — $50,000,000 available, expected undrawn at close | Ironclad National Bank, N.A. / Ridgeline Commercial Lending Corp. | Solara Fleet Holdings LLC | 2026-04-30 | Not Started | Coordinate with funds flow memorandum
CATEGORY 7 | R&W INSURANCE
7.1 | R&W Insurance | Policy Binding | Bind buyer-side representations and warranties insurance policy with Atlas Meridian Underwriters Ltd. (140 Broadway, 30th Floor, New York, NY 10005); policy limit $35,000,000 (10% of $350,000,000 enterprise value); estimated premium $1,050,000 (3.0% rate on limit) plus applicable taxes and fees | Trident Peak Insurance Brokers Inc. (Megan Forsythe, 55 East Monroe Street, Suite 3100, Chicago, IL 60603) | Atlas Meridian Underwriters Ltd. / Calderwood & Harkness LLP | 2026-04-30 | In Progress | Application/submission drafted; underwriting calls to be scheduled; policy must be bound at or prior to closing
7.2 | R&W Insurance | Premium Payment | Payment of R&W insurance premium — estimated $1,050,000 plus taxes and fees; buyer's cost | Solara Digital Infrastructure LP | Atlas Meridian Underwriters Ltd. / Trident Peak Insurance Brokers Inc. | 2026-04-30 | Not Started | To be reflected in funds flow
7.3 | R&W Insurance | No-Claims Declaration | No-claims declaration and bring-down diligence confirmation required by carrier prior to binding | Calderwood & Harkness LLP | Atlas Meridian Underwriters Ltd. | 2026-04-30 | Not Started
CATEGORY 8 | CERTIFICATES AND OFFICER CERTIFICATES
8.1 | Certificates | Seller Closing Certificate | Officer's certificate of Meridian FleetWorks, Inc. (signed by Garrett Holliday as CEO and/or Marcus Trahan as CFO) certifying accuracy of representations and warranties, compliance with covenants, and satisfaction of closing conditions as of closing date | Hawthorne Kinsey & Alcott LLP | Meridian FleetWorks, Inc. | 2026-04-30 | Not Started
8.2 | Certificates | Buyer Closing Certificate | Officer's certificate of Solara Fleet Holdings LLC certifying accuracy of buyer representations and warranties and compliance with buyer covenants as of closing date | Calderwood & Harkness LLP | Solara Fleet Holdings LLC | 2026-04-30 | Not Started
8.3 | Certificates | Secretary's Certificate — Target | Secretary's certificate of MFW attaching certified copies of certificate of incorporation (Delaware File Number 5582037), bylaws, board resolutions, and stockholder approvals; incumbency of officers | Hawthorne Kinsey & Alcott LLP | Meridian FleetWorks, Inc. | 2026-04-30 | Not Started
8.4 | Certificates | Secretary's Certificate — Buyer | Secretary's certificate of Solara Fleet Holdings LLC attaching certified copies of certificate of formation, operating agreement, and manager/member resolutions; incumbency of authorized signatories | Calderwood & Harkness LLP | Solara Fleet Holdings LLC | 2026-04-30 | Not Started
8.5 | Certificates | FIRPTA Certificate | Non-foreign person affidavit / FIRPTA certificate from each selling stockholder of MFW (or from MFW pursuant to Treasury Regulations Section 1.1445-2(c)(3)) certifying that the sale is not subject to FIRPTA withholding | Hawthorne Kinsey & Alcott LLP | MFW stockholders | 2026-04-30 | Not Started
8.6 | Certificates | IRS Form W-9 | IRS Form W-9 from each selling stockholder and from MFW | Hawthorne Kinsey & Alcott LLP | MFW stockholders | 2026-04-30 | Not Started
CATEGORY 9 | LEGAL OPINIONS
9.1 | Legal Opinions | Target's Counsel Opinion | Legal opinion of Hawthorne Kinsey & Alcott LLP (1900 K Street NW, Suite 1100, Washington, DC 20006) as to due organization, power and authority, enforceability, and no-conflicts for Meridian FleetWorks, Inc. | Hawthorne Kinsey & Alcott LLP (Rachel Greenwald) | Calderwood & Harkness LLP (for buyer) | 2026-04-30 | Not Started | Scope of opinion to be negotiated in SPA
9.2 | Legal Opinions | Buyer's Counsel Opinion | Legal opinion of Calderwood & Harkness LLP as to due organization, power and authority, and enforceability for Solara Fleet Holdings LLC (if required by sellers) | Calderwood & Harkness LLP (James Prentice) | Hawthorne Kinsey & Alcott LLP (for sellers) | 2026-04-30 | Not Started | Confirm whether sellers will require buyer opinion
9.3 | Legal Opinions | Lender's Counsel Opinion | Legal opinion of Cascade & Whitfield LLP (51 West 52nd Street, New York, NY 10019) regarding the credit facility and security documents, if required under credit agreement | Cascade & Whitfield LLP (Jonathan Mayer) | Ironclad National Bank, N.A. / Ridgeline Commercial Lending Corp. | 2026-04-30 | Not Started
CATEGORY 10 | FUNDS FLOW
10.1 | Funds Flow | Funds Flow Memorandum | Execution version of funds flow memorandum — Sources: Solara Fund III equity ($175,000,000) + Ironclad/Ridgeline TLA ($125,000,000) = $300,000,000 cash sources. Uses: Purchase price ($350,000,000) less Holliday rollover ($25,000,000) = $325,000,000 net cash; less MFW transaction expenses (~$12,000,000 including Redstone Arbor success fee of $6,125,000); less Sentinel Commerce Bank payoff (~$4,200,000); less escrow deposit to Northgate Escrow ($17,500,000); net cash distributed to selling shareholders ~$291,300,000 | Calderwood & Harkness LLP / Cobalt Ridge Partners LLC (Owen Prescott) | Hawthorne Kinsey & Alcott LLP / Redstone Arbor Capital LLC (Priya Chandrasekaran) | 2026-04-25 | In Progress | Preliminary draft prepared; to be finalized pre-closing; buyer-side costs (C&H fees, Cobalt Ridge $3,500,000, HSR $350,000, R&W premium ~$1,050,000, arrangement fee $2,625,000) funded separately from equity
10.2 | Funds Flow | Wire Instructions | Collect and verify wire instructions for all payees: selling stockholders (Pinnacle Bluff Ventures LLC, Garrett Holliday, Diana Vasquez-Park, Marcus Trahan, other holders), Northgate Escrow Services LLC, Sentinel Commerce Bank, Redstone Arbor Capital LLC, Hawthorne Kinsey & Alcott LLP (for MFW expenses), Ironclad National Bank, option holders | Calderwood & Harkness LLP / Hawthorne Kinsey & Alcott LLP | All payees | 2026-04-25 | Not Started
10.3 | Funds Flow | Exclusivity Deposit Release | Release of $2,500,000 exclusivity deposit held by Northgate Escrow Services LLC (deposited by February 25, 2026 per LOI-MFW-2026-0218); credit against purchase price or return to buyer per SPA terms | Calderwood & Harkness LLP / Hawthorne Kinsey & Alcott LLP | Northgate Escrow Services LLC | 2026-04-30 | Not Started | Refundable except in case of buyer's willful breach per LOI
10.4 | Funds Flow | Buyer Advisory Fee | Payment of Cobalt Ridge Partners LLC advisory fee — $3,500,000 flat fee payable at closing | Solara Digital Infrastructure LP | Cobalt Ridge Partners LLC (600 Lexington Avenue, 15th Floor, New York, NY 10022) | 2026-04-30 | Not Started | Buyer-side cost
10.5 | Funds Flow | Seller Advisory Fee | Payment of Redstone Arbor Capital LLC success fee — $6,125,000 ($350,000,000 × 1.75%) from MFW transaction expense fund at closing | Meridian FleetWorks, Inc. | Redstone Arbor Capital LLC (350 Park Avenue, 22nd Floor, New York, NY 10022) | 2026-04-30 | Not Started | Seller-side cost; deducted from proceeds
10.6 | Funds Flow | HSR Filing Fee | Payment of HSR filing fee — estimated $350,000; buyer's obligation per LOI | Solara Digital Infrastructure LP | FTC | 2026-04-01 | Not Started | Pay upon filing; timing depends on SPA execution
[sheet: Key Dates & Milestones]
Milestone | Date | Source / Reference | Status | Notes
LOI Executed | 2026-02-18 | LOI-MFW-2026-0218 | Complete | Exclusivity begins; matter opened (C&H Matter No. 1041-00004)
Exclusivity Deposit Due | 2026-02-25 | LOI Section [__] — 5 business days post-LOI | Complete | $2,500,000 to Northgate Escrow Services LLC
Buyer's Diligence Completion Deadline | 2026-03-15 | LOI | In Progress | VDR access via Thackeray Solutions (Project Trident); C&H and Whitmore Sandoval conducting review
Acquisition Vehicle Formation Deadline | 2026-03-15 | Internal Target | Not Started | Solara Fleet Holdings LLC — Delaware formation and EIN
Target SPA Execution Date | 2026-03-31 | LOI | Not Started | First draft SPA in preparation by C&H
HSR Filing (Target) | 2026-04-01 | SPA (anticipated) | Not Started | File promptly after SPA execution; estimated filing fee $350,000
Third-Party Consents Deadline | 2026-04-15 | Internal Target | Not Started | TerraLink, Brindoval, landlords; critical path items
Exclusivity Period Expiration | 2026-04-19 | LOI — 60 days from February 18, 2026 | Pending
Funds Flow Memorandum Finalized | 2026-04-25 | Internal Target | Not Started | Preliminary draft in progress
Target Closing Date | 2026-04-30 | LOI | Not Started | Subject to HSR clearance and satisfaction of all closing conditions
Outside Date for Closing | 2026-06-30 | LOI / SPA (anticipated) | Pending | Drop-dead date; either party may terminate if closing has not occurred
Brindoval Hosting Agreement Expiration | 2026-08-31 | MFW–Brindoval Agreement (Sept 1, 2023) | N/A | Auto-renews for successive 1-year periods; confirm no disruption
TerraLink Partnership Expiration | 2027-03-14 | MFW–TerraLink Agreement (March 15, 2022) | N/A | 5-year term
Boise Office Lease Expiration | 2027-03-31 | Clearwater Realty Holdings lease | N/A
R&W Escrow Release Date | 2027-10-31 | Escrow Agreement (anticipated) | N/A | 18 months from assumed April 30, 2026 closing
Austin Office Lease Expiration | 2027-12-31 | Brazos Tower Management lease | N/A
McLean HQ Lease Expiration | 2029-06-30 | Westpark Corporate Center LP lease | N/A
[sheet: Parties & Contacts]
Role | Entity Full Legal Name | Short Name | Key Contact | Title | Address | Notes
Buyer / Client | Solara Digital Infrastructure LP | Solara | Viktor Sorensen / Claire Nakamura | Managing Partner / Partner, Head of Software Investing | 1200 Market Street, Suite 2400, Wilmington, DE 19801 | EIN 82-4710368; GP entity: Solara Digital Infrastructure GP LLC
Buyer Investment Vehicle | Solara Fund III, LP | Fund III | Viktor Sorensen | Managing Partner | 1200 Market Street, Suite 2400, Wilmington, DE 19801 | EIN 84-6239017; $1.85B committed capital
Acquisition Vehicle (to be formed) | Solara Fleet Holdings LLC | AcquisitionCo | TBD | Delaware — to be formed | EIN to be obtained; wholly-owned sub of Fund III
Target | Meridian FleetWorks, Inc. | MFW | Garrett Holliday (CEO) / Diana Vasquez-Park (CTO) / Marcus Trahan (CFO) | Co-Founder & CEO / Co-Founder & CTO / CFO | 8750 Westpark Drive, Suite 600, McLean, VA 22102 | EIN 47-3891205; DE File No. 5582037; ~310 employees
Target — Institutional Shareholder | Pinnacle Bluff Ventures LLC | Pinnacle Bluff | Douglas Irwin | Managing Member | 4401 Fair Lakes Court, Suite 300, Fairfax, VA 22033 | EIN 54-2086471; holds ~34.0% fully diluted
Buyer's Counsel | Calderwood & Harkness LLP | C&H | James Prentice (Partner) / Sandra Tung (Partner) / Andrew Fitzpatrick (Associate) / Naomi Petersen (Associate) / Sylvia Hartwell (Tax Partner) | Various | 277 Park Avenue, 45th Floor, New York, NY 10172 | Matter No. 1041-00004; Engagement Ref. 1041-00004
Target's Counsel | Hawthorne Kinsey & Alcott LLP | HKA | Rachel Greenwald / Timothy Cho | Lead Partner / Associate Counsel | 1900 K Street NW, Suite 1100, Washington, DC 20006
Lender's Counsel | Cascade & Whitfield LLP | C&W | Jonathan Mayer | Lead Partner (Finance) | 51 West 52nd Street, New York, NY 10019
Target's Financial Advisor | Redstone Arbor Capital LLC | Redstone Arbor | Priya Chandrasekaran | Managing Director | 350 Park Avenue, 22nd Floor, New York, NY 10022 | Success fee: $6,125,000 (1.75% of $350M)
Buyer's Financial Advisor | Cobalt Ridge Partners LLC | Cobalt Ridge | Owen Prescott | Managing Director | 600 Lexington Avenue, 15th Floor, New York, NY 10022 | Advisory fee: $3,500,000 flat
Lead Arranger / Admin Agent | Ironclad National Bank, N.A. | Ironclad | — | 200 Liberty Street, New York, NY 10281 | Commitment Letter Ref. CL-INB-2026-0214
Co-Lender | Ridgeline Commercial Lending Corp. | Ridgeline | — | 101 Federal Street, Suite 2800, Boston, MA 02110 | $50M TLA participation
Target's Auditors | Glenmore Kessler & Associates PC | Glenmore Kessler | Linda Chowdhury, CPA | Engagement Partner | 7925 Jones Branch Drive, Suite 500, Tysons, VA 22102 | Auditor since FY 2019
QofE Advisor (Buy-Side) | Whitmore Sandoval Group LLC | Whitmore Sandoval | Daniel Ostroff, CPA | Engagement Lead | 225 West Wacker Drive, Suite 1600, Chicago, IL 60606
R&W Insurance Broker | Trident Peak Insurance Brokers Inc. | Trident Peak | Megan Forsythe | Account Executive | 55 East Monroe Street, Suite 3100, Chicago, IL 60603
R&W Insurance Carrier | Atlas Meridian Underwriters Ltd. | Atlas Meridian | — | 140 Broadway, 30th Floor, New York, NY 10005 | Domiciled Hamilton, Bermuda; limit $35M; premium est. $1,050,000
Escrow Agent | Northgate Escrow Services LLC | Northgate Escrow | — | 100 Summer Street, Suite 800, Boston, MA 02110 | Escrow amount $17,500,000
Target's Existing Lender (Payoff) | Sentinel Commerce Bank, N.A. | Sentinel Commerce | — | 2100 Wilson Boulevard, Suite 700, Arlington, VA 22201 | Outstanding balance ~$4,200,000
Largest Customer (Consent Required) | TerraLink Logistics, Inc. | TerraLink | — | — | ~$3,800,000 ARR; change-of-control consent required
Cloud Hosting Provider | Brindoval Data Solutions LLC | Brindoval | — | — | ~$2,100,000/year spend
Landlord — McLean HQ | Westpark Corporate Center LP | Westpark | — | McLean, VA | $630,000/year; term through June 30, 2029
Landlord — Austin | Brazos Tower Management LLC | Brazos Tower | — | Austin, TX | $323,000/year; term through December 31, 2027
Landlord — Boise | Clearwater Realty Holdings Inc. | Clearwater Realty | — | Boise, ID | $88,000/year; term through March 31, 2027
[sheet: Open Diligence Issues]
Issue No. | Category | Description | Estimated Exposure / Impact | Responsible Attorney | Proposed Resolution / SPA Treatment | Checklist Cross-Ref | Status
1 | Material Contracts / Third-Party Consent | TerraLink Logistics, Inc. strategic partnership agreement (dated March 15, 2022) requires written consent of TerraLink for any change of control of MFW; TerraLink is largest customer (~$3,800,000 ARR, ~6.1% of total ARR); consent not yet obtained | Loss of $3,800,000 ARR if consent refused or contract terminated | Andrew Fitzpatrick | Include as closing condition in SPA; MFW/HKA to initiate consent process; consider interim operating covenant requiring MFW to use commercially reasonable efforts to obtain | 3.1 | Open — Critical Path
2 | Intellectual Property | 3 former contractors engaged in 2015–2016 may not have executed IP assignment agreements covering their contributions to the MFW platform; potential gaps in chain of title to core software | Risk to enforceability of IP ownership; potential third-party claims | Naomi Petersen | Recommend obtaining retroactive assignments if contractors can be located; special indemnity in SPA; address in R&W insurance application (disclosed to Atlas Meridian Underwriters) | N/A — SPA representation / indemnity | Open — Under Investigation
3 | Tax — Sales Tax Nexus | MFW may have nexus in 6–8 states where it has not been collecting or remitting SaaS sales tax; per preliminary Whitmore Sandoval Group findings, estimated exposure range $800,000–$1,400,000 | $800,000–$1,400,000 | Sylvia Hartwell / Daniel Ostroff (Whitmore Sandoval) | Seek seller indemnification in SPA (potentially carved out from basket/cap); consider voluntary disclosure agreements in affected states post-closing; coordinate with Whitmore Sandoval on identification of specific states and periods | N/A — SPA indemnification | Open — Awaiting Whitmore Sandoval Detail
4 | Employment / Independent Contractors | MFW utilizes approximately 25 independent contractors in product development; potential misclassification risk under federal and state employment laws | Back wages, benefits, tax liabilities, penalties — amount TBD | Andrew Fitzpatrick | Complete classification risk assessment; seek seller representation in SPA; consider specific indemnity or holdback for identified risk | N/A — SPA representation / indemnity | Open — Under Review
5 | Data Privacy / Regulatory | MFW processes fleet GPS and driver-behavior data; compliance with Illinois BIPA, California CCPA, and other state biometric/privacy laws under review | Potential statutory damages and enforcement actions — amount TBD | Andrew Fitzpatrick | Complete privacy compliance assessment; obtain representations in SPA; consider R&W insurance coverage for identified exposures | N/A — SPA representation / indemnity | Open — Under Review
6 | Financial / Working Capital | Preliminary QofE analysis by Whitmore Sandoval identifies potential $400,000–$600,000 variance between MFW's reported net working capital and normalized NWC; adjustments related to deferred revenue recognition and accrued liabilities classification | $400,000–$600,000 potential purchase price adjustment | Sylvia Hartwell / Daniel Ostroff (Whitmore Sandoval) | Finalize QofE analysis; negotiate NWC target ($5,800,000 per LOI) and NWC adjustment mechanism in SPA; consider true-up collar or de minimis threshold | N/A — SPA NWC adjustment | Open — Awaiting Final QofE
7 | Litigation / Claims | Former employee filed demand letter in November 2025 alleging wrongful termination and unpaid commissions; MFW outside employment counsel considers claim low-merit; estimated defense cost $75,000–$150,000; potential settlement exposure $200,000–$350,000 | $75,000–$350,000 (defense costs plus potential settlement) | Andrew Fitzpatrick | Disclose in SPA disclosure schedules; seek seller indemnification for pre-closing litigation matters; monitor for any escalation prior to closing | N/A — SPA disclosure schedule / indemnity | Open — Monitoring

[sheet: Closing Checklist]

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