1041-00004 · Solara Digital Infrastructure LP · Diligence/Contracts

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: James Prentice, Partner

FROM: Andrew Fitzpatrick, Lead Associate; Naomi Petersen, Associate

DATE: February 28, 2026

RE: Material Contracts Review — Meridian FleetWorks, Inc. (Project Trident)

Matter No.: 1041-00004

Engagement Reference: 1041-00004

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I. EXECUTIVE SUMMARY AND PURPOSE

This memorandum summarizes the results of Calderwood & Harkness LLP's review of the material contracts of Meridian FleetWorks, Inc. ("MFW" or the "Company") in connection with the proposed acquisition of 100% of the issued and outstanding shares of common stock and Series A Preferred Stock of MFW by Solara Fleet Holdings LLC ("Buyer"), a wholly-owned subsidiary of Solara Fund III, LP ("Solara" or the "Sponsor"), for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Transaction"). The Transaction is structured as a stock purchase, pursuant to which MFW's corporate identity will survive as a wholly-owned subsidiary of the Buyer.

The documents reviewed in connection with this memorandum were sourced from the Thackeray Solutions virtual data room established for Project Trident, supplemented by responses to diligence requests provided by Hawthorne Kinsey & Alcott LLP ("HKA"), counsel to MFW, with Rachel Greenwald serving as lead partner and Timothy Cho as associate counsel on the engagement. Where indicated, certain diligence items remain outstanding and are catalogued in Section IX below.

The scope of our review covers the six categories of material contracts identified by the deal team as most significant to the Transaction and to MFW's ongoing business operations:

(i) the standard-form Master Subscription Agreement used across MFW's customer base;

(ii) the TerraLink Logistics, Inc. strategic partnership agreement;

(iii) the Brindoval Data Solutions LLC cloud hosting agreement;

(iv) the Sentinel Commerce Bank, N.A. revolving credit facility;

(v) the key executive employment agreements of Garrett Holliday (CEO) and Diana Vasquez-Park (CTO); and

(vi) the MFW 2016 Stock Incentive Plan.

Our review has identified the following key finding that requires immediate attention: the TerraLink Logistics, Inc. strategic partnership agreement contains a change-of-control consent provision requiring written consent from TerraLink prior to the consummation of any transaction constituting a "Change of Control" of MFW. Given that the proposed 100% stock purchase by Solara Fleet Holdings LLC squarely falls within the definition of "Change of Control" in the TerraLink agreement, the solicitation of TerraLink's written consent has been flagged as a critical path item that must be addressed before or as a condition to the closing of the Transaction. Failure to obtain such consent would entitle TerraLink to terminate the agreement immediately and claim liquidated damages, representing a potential loss of approximately $3,800,000 in annual recurring revenue and significant reputational risk.

With respect to the remaining material contracts reviewed, no additional change-of-control consent requirements have been identified that would impede or condition the closing of the Transaction. The standard-form Master Subscription Agreement and the Brindoval Data Solutions cloud hosting agreement each contain merger/acquisition carve-outs that should permit the Transaction to proceed without counterparty consent. The Sentinel Commerce Bank credit facility contains a change-of-control mandatory prepayment trigger, but the existing indebtedness is expected to be repaid in full at closing on a cash-free, debt-free basis, consistent with the terms of the letter of intent. The executive employment agreements contain change-of-control severance provisions that are triggered by the Transaction but do not require consent; rather, they give rise to contingent severance liabilities that must be factored into the closing cost analysis.

The diligence completion deadline under the Letter of Intent dated January 22, 2026 (reference LOI-MFW-2026-0218) is March 15, 2026, with a target date for execution of the definitive Stock Purchase Agreement of March 31, 2026, and an anticipated closing date of approximately April 30, 2026.

This memorandum should be read in conjunction with the following separate work product prepared by Calderwood & Harkness LLP in connection with the Transaction: (a) the IP Diligence Memorandum (Matter No. 1041-00004); (b) the Employment and Benefits Diligence Memorandum (Matter No. 1041-00004); (c) the Regulatory and Compliance Diligence Memorandum (Matter No. 1041-00004); and (d) the Real Estate and Lease Review Memorandum (Matter No. 1041-00004). Cross-references to those memoranda are provided where relevant.

II. MFW MASTER SUBSCRIPTION AGREEMENT (STANDARD FORM)

A. Overview

MFW's primary revenue-generating contractual arrangement is its Master Subscription Agreement (the "MSA"), a standard-form Software-as-a-Service ("SaaS") subscription agreement used across the Company's customer base. Based on information provided in the virtual data room and confirmed by MFW management through HKA, the MSA governs approximately 4,200 active customer accounts as of the date of this memorandum. These accounts span a diverse range of fleet operators, including regional trucking companies, last-mile delivery services, municipal transit authorities, and field services organizations.

MFW's annual recurring revenue ("ARR") as of the fiscal year ended December 31, 2025 ("FY 2025") is approximately $62,000,000, yielding an average contract value ("ACV") of approximately $14,762 per customer ($62,000,000 ÷ 4,200 accounts). Total GAAP revenue for FY 2025 is approximately $67,500,000, with approximately $5,500,000 attributable to professional services and implementation revenue recognized in connection with onboarding and custom configuration engagements. The substantial majority of MFW's revenue — approximately 91.9% — is therefore recurring subscription revenue governed by the standard-form MSA.

The MSA governs the provision of MFW's proprietary vertical-SaaS platform (branded "FleetCore™"), which provides an integrated suite of fleet management capabilities, including fleet asset tracking and management, route optimization and dispatch planning, electronic logging device ("ELD") compliance and Hours of Service ("HOS") reporting, predictive maintenance scheduling, driver safety scoring, and embedded payments functionality enabling fuel card integration and automated invoicing. The platform is delivered on a hosted, multi-tenant basis through cloud infrastructure provided by Brindoval Data Solutions LLC, as discussed in Section IV below.

We have reviewed the current version of the standard-form MSA (VDR Reference: MFW-VDR-002.01), together with the general terms and conditions, the service level agreement addendum, the data processing addendum, and the acceptable use policy that are incorporated by reference. Our observations and findings are set forth below.

B. Key Terms

Term and Renewal. The standard MSA provides for an initial subscription term of twelve (12) months from the effective date of the applicable order form. Following the expiration of the initial term, the subscription automatically renews for successive twelve (12)-month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. This auto-renewal structure is consistent with industry practice for vertical-SaaS agreements of this nature and provides MFW with a predictable revenue base, as customer inertia and the operational integration of the platform tend to result in high renewal rates.

Pricing. Subscription fees are structured on a per-vehicle or per-user tiered pricing basis, as set forth in the applicable order form executed by the customer. MFW's standard rate card includes three tiers: "Essentials" (base fleet management and ELD compliance), "Professional" (adding route optimization, maintenance scheduling, and advanced analytics), and "Enterprise" (full-platform access including embedded payments and custom API integrations). We note that contracts executed after January 1, 2021 generally include annual price escalation clauses providing for increases of three to five percent (3–5%) per annum, typically linked to the Consumer Price Index ("CPI"). However, legacy contracts executed prior to 2021 (the "pre-2021 vintage") generally do not contain annual escalation provisions, which may create margin compression over time as MFW's own cost base increases. The proportion of ARR attributable to pre-2021 vintage contracts has not been separately quantified in the data room materials; we have submitted an additional diligence request to HKA for a vintage analysis of the customer base.

Termination. The customer may terminate the MSA for cause upon a material uncured breach by MFW, subject to a thirty (30)-day cure period following written notice specifying the nature of the breach. MFW may terminate the MSA for non-payment by the customer, subject to a fifteen (15)-day cure period following written notice of the payment default. Neither party has a termination-for-convenience right during the term of the agreement, which is favorable to MFW from a revenue predictability standpoint.

Limitation of Liability. MFW's aggregate liability under the MSA is capped at the total fees paid by the customer during the twelve (12)-month period immediately preceding the claim giving rise to liability. Consequential, indirect, incidental, special, and punitive damages are mutually excluded by both parties, subject to customary carve-outs for breaches of confidentiality obligations, indemnification obligations relating to intellectual property infringement, and willful misconduct. These limitation-of-liability provisions are consistent with market-standard terms for B2B SaaS agreements and do not present unusual risk.

intellectual Property Ownership. The MSA clearly provides that MFW retains all right, title, and interest in and to the FleetCore™ platform, including all software, algorithms, documentation, improvements, modifications, enhancements, and derivative works, whether developed independently by MFW or in connection with a customer engagement. Customer retains ownership of all customer data uploaded to or processed through the platform, and MFW is granted a limited license to access and use customer data solely for the purpose of providing the subscription services. MFW also retains the right to use de-identified and aggregated data derived from customer usage for purposes of product improvement, benchmarking, and analytics, provided that such data cannot reasonably be re-identified to any specific customer. These provisions are consistent with industry practice and support MFW's ability to continue developing its platform without encumbrance.

Data Security and Privacy. The MSA includes standard confidentiality and data protection provisions, supplemented by a Data Processing Addendum ("DPA") that governs MFW's processing of customer personal data. The DPA includes provisions addressing compliance with applicable data protection laws (including CCPA and, where applicable, GDPR), data breach notification obligations, sub-processor management, data retention and deletion, and customer audit rights. MFW represents in the DPA that it maintains administrative, technical, and organizational security measures appropriate to the nature and sensitivity of the data processed. A detailed assessment of MFW's data security posture is included in the Regulatory and Compliance Diligence Memorandum.

Assignment and Change of Control. The standard-form MSA contains a standard anti-assignment clause providing that neither party may assign its rights or obligations under the agreement without the prior written consent of the other party. Critically, however, the anti-assignment clause includes a carve-out providing that either party may assign the agreement, without the consent of the other party, in connection with a merger, consolidation, acquisition, corporate reorganization, or sale or transfer of all or substantially all of such party's assets. The standard MSA does not contain a separate change-of-control consent requirement. This is a favorable provision for the Transaction, as it permits MFW's contractual relationships with its approximately 4,200 customers to continue uninterrupted following the closing of the stock purchase without the need to solicit individual customer consents.

C. Observations and Risks

The absence of a change-of-control restriction in the standard-form MSA is highly favorable to the Transaction. Moreover, because the Transaction is structured as a stock purchase — in which Solara Fleet Holdings LLC will acquire 100% of the equity of MFW, with MFW continuing as a separate corporate entity — MFW will remain the contracting party under each MSA. There is no assignment of the MSA in connection with the Transaction; MFW's corporate identity is preserved. Even to the extent the anti-assignment clause were implicated, the merger/acquisition carve-out provides an independent basis for the Transaction to proceed without customer consent.

MFW's reported Net Revenue Retention ("NRR") of approximately 112% and Gross Revenue Retention ("GRR") of approximately 94% suggest a healthy and growing customer base with limited churn and meaningful expansion dynamics driven by upsells (e.g., customers upgrading from Essentials to Professional or Enterprise tiers) and cross-sells (e.g., adoption of embedded payments functionality). These metrics are consistent with a well-functioning SaaS business and provide comfort regarding the stability of MFW's recurring revenue base.

Notwithstanding the foregoing, we recommend the following additional diligence steps with respect to the MSA:

(a) Non-Standard Customer Agreements. We have submitted a diligence request to HKA for a complete schedule of any customer agreements that deviate from the standard-form MSA, including any negotiated agreements, side letters, amendments, or addenda that may introduce change-of-control consent requirements, most-favored-nation pricing provisions, termination-for-convenience rights, or other non-standard terms. It is common in SaaS businesses for a small number of larger enterprise customers to negotiate bespoke terms that depart from the standard form, and any such departures must be identified and assessed.

(b) Legacy Contract Pricing. As noted above, pre-2021 vintage contracts generally lack annual price escalation provisions. The absence of escalation clauses in a potentially material subset of the customer base may result in margin compression as MFW's cost base (including hosting costs, personnel costs, and third-party service costs) increases over time. We recommend flagging this issue for the financial advisors at Cobalt Ridge Partners LLC (Owen Prescott) and Whitmore Sandoval Group LLC (Daniel Ostroff) in connection with the quality of earnings analysis and financial model assumptions.

(c) Customer Concentration. While the ACV of approximately $14,762 per customer suggests a diversified customer base without significant concentration risk at the individual account level (apart from TerraLink, discussed in Section III), we recommend confirming that no individual customer or group of affiliated customers — other than TerraLink — accounts for more than 5% of total ARR.

III. TERRALINK LOGISTICS, INC. — STRATEGIC PARTNERSHIP AGREEMENT

A. Overview

The strategic partnership agreement between Meridian FleetWorks, Inc. and TerraLink Logistics, Inc. ("TerraLink"), a Texas corporation headquartered in Houston, Texas, represents MFW's most significant individual customer relationship and the contract with the most material implications for the Transaction. TerraLink is a publicly traded mid-cap logistics and freight transportation company (NYSE: TRLK) operating a fleet of approximately 8,500 Class 8 trucks and 22,000 trailers across the contiguous United States.

The Strategic Partnership Agreement (VDR Reference: MFW-VDR-005.01) was executed on March 15, 2022 (the "TerraLink Agreement" or "TL SPA"). The initial term is five (5) years from the effective date, running through approximately March 14, 2027. Under the TerraLink Agreement, MFW provides TerraLink with a customized, enterprise-grade deployment of the FleetCore™ platform, including enhanced API integrations with TerraLink's internal enterprise resource planning ("ERP") and transportation management systems ("TMS"), dedicated customer support resources, co-marketing arrangements, and preferred pricing.

TerraLink is MFW's largest single customer, representing approximately $3,800,000 in ARR, or approximately 6.1% of MFW's total ARR of $62,000,000. The TerraLink relationship is also strategically significant beyond its direct revenue contribution, as TerraLink's public endorsement of the FleetCore™ platform has served as a valuable reference account in MFW's enterprise sales process and has contributed to MFW's brand credibility in the logistics and freight transportation vertical.

B. Key Terms

Scope of Services. The TerraLink Agreement provides for a full-platform deployment of the FleetCore™ suite, encompassing fleet asset management, route optimization and dispatch, ELD compliance and HOS reporting, predictive maintenance scheduling, and embedded payments functionality. In addition to the standard platform capabilities, MFW has developed and deployed custom data analytics dashboards tailored to TerraLink's operational reporting requirements and has built dedicated API integrations enabling real-time data exchange between the FleetCore™ platform and TerraLink's internal Ridgeline Industries-based ERP system and proprietary TMS. These custom integrations represent a meaningful investment of MFW engineering resources and create switching costs that strengthen the commercial relationship.

Pricing. TerraLink receives preferred pricing below MFW's standard rate card, reflecting the scale of the deployment (covering TerraLink's entire domestic fleet), the strategic value of the relationship, and the exclusivity commitment described below. Pricing is fixed for the initial three years of the term (Years 1 through 3), with a 3% annual escalator applying beginning in Year 3 (i.e., from March 15, 2024 forward). The preferred pricing arrangement results in a lower per-vehicle margin relative to MFW's standard customer base, but the aggregate revenue contribution and strategic value of the relationship more than offset the per-unit discount.

Exclusivity. In consideration of the preferred pricing and dedicated resources provided by MFW, TerraLink has committed to use MFW as its exclusive fleet management SaaS provider for its domestic operations during the term of the agreement. This exclusivity commitment is a significant commercial benefit to MFW, as it prevents TerraLink from deploying competing solutions from vendors such as Ridgeline Solutions, Penmark Software (now Motive), or Geotab across its domestic fleet. The exclusivity commitment does not extend to TerraLink's international operations, which are currently limited in scope.

Renewal. Unlike the standard-form MSA, the TerraLink Agreement does not provide for automatic renewal. Renewal of the agreement is subject to mutual written agreement by both parties, to be negotiated at least one hundred twenty (120) days prior to the expiration of the initial term. Based on the March 14, 2027 expiration date, the renewal negotiation window opens no later than approximately November 14, 2026. The absence of an automatic renewal provision introduces uncertainty regarding the continuity of the TerraLink relationship beyond the initial term and highlights the importance of maintaining a strong commercial relationship with TerraLink through and following the closing of the Transaction.

Termination for Convenience. Either party may terminate the TerraLink Agreement for convenience upon one hundred eighty (180) days' prior written notice, subject to: (a) payment of all fees accrued through the effective date of termination; and (b) an early termination penalty equal to fifty percent (50%) of the remaining annual fees that would have been payable through the end of the then-current term. The early termination penalty provides a meaningful financial disincentive against premature termination and offers MFW a degree of revenue protection.

C. Change-of-Control Provision — CRITICAL PATH ITEM

The Provision. Section 12.4 of the TerraLink Agreement contains an express change-of-control consent provision requiring that MFW obtain the prior written consent of TerraLink before consummating any transaction that results in a "Change of Control" of MFW. The provision states, in relevant part:

"Neither party may undergo a Change of Control without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. For the avoidance of doubt, consummation of a Change of Control without the prior written consent of the non-changing party shall constitute a material breach of this Agreement."

Definition of "Change of Control." Section 1.7 of the TerraLink Agreement defines "Change of Control" broadly to include any of the following events:

(a) any merger, consolidation, or business combination involving MFW in which MFW is not the surviving entity or in which the equity holders of MFW immediately prior to such transaction hold less than fifty percent (50%) of the voting securities of the surviving entity;

(b) any sale, transfer, or other disposition of fifty percent (50%) or more of the outstanding equity securities of MFW, whether by stock purchase, stock exchange, tender offer, or otherwise;

(d) any change in the composition of MFW's board of directors such that the individuals who were directors of MFW immediately prior to such change cease to constitute a majority of the board of directors.

Consequence of Failure to Obtain Consent. If MFW consummates a Change of Control without first obtaining TerraLink's prior written consent, the TerraLink Agreement provides that TerraLink has the right, at its sole option, to: (i) terminate the agreement immediately upon written notice to MFW, without any cure period; and (ii) claim liquidated damages in an amount equal to the remaining aggregate subscription fees that would have been payable by TerraLink through the end of the initial term, calculated based on the then-current annual fee rate. As of the anticipated closing date of April 30, 2026, the remaining term would be approximately ten and one-half months (through March 14, 2027), yielding potential liquidated damages exposure of approximately $3,325,000 (10.5/12 × $3,800,000).

Application to the Proposed Transaction. The proposed Transaction — a 100% stock purchase by Solara Fleet Holdings LLC of all of MFW's issued and outstanding equity securities — clearly and unambiguously triggers clause (b) of the Change of Control definition. The acquisition of 100% of MFW's equity by the Buyer far exceeds the fifty percent (50%) threshold. In addition, to the extent that the Transaction results in a reconstitution of MFW's board of directors (which is anticipated, as Solara will likely designate new board members reflecting its ownership), clause (d) may also be triggered. There is no reasonable basis on which to argue that the Change of Control definition is not triggered by the Transaction.

Risk Assessment. The loss of the TerraLink relationship would have material adverse consequences for MFW's business, both in terms of direct revenue impact and broader strategic and reputational considerations:

• Revenue Impact: Loss of TerraLink would result in the elimination of approximately $3,800,000 in ARR, representing approximately 6.1% of MFW's total ARR. This loss would be immediately reflected in MFW's financial performance and, if known prior to closing, could impact the Buyer's valuation analysis.

• Metric Impact: The loss of TerraLink as a customer would adversely affect MFW's reported NRR and GRR metrics, which are key performance indicators closely monitored by the Buyer and its financial advisors. A decline in these metrics could signal instability in MFW's customer base and could have downstream effects on valuation multiples.

• Reputational and Reference Impact: TerraLink is MFW's most prominent customer and a key reference account. The loss of TerraLink — particularly if publicly disclosed or known in the market — could undermine customer confidence and sales pipeline conversion.

• Liquidated Damages Exposure: In addition to the loss of revenue, MFW would be exposed to a liquidated damages claim of approximately $3,325,000, representing a material cash liability.

Recommendation. In light of the foregoing, we make the following recommendations with respect to the TerraLink consent:

1. Initiate Consent Solicitation Immediately. Solara should engage with MFW management — specifically, Garrett Holliday, who maintains the primary commercial relationship with TerraLink — to initiate the consent solicitation process with TerraLink as soon as practicable. Early engagement is critical, as the consent solicitation may require multiple rounds of communication, potential negotiation of enhanced terms or commitments to secure TerraLink's cooperation, and internal approval processes at TerraLink (which, as a publicly traded company, may involve review by TerraLink's general counsel and, potentially, its board of directors or a committee thereof).

2. Condition Precedent to Closing. The definitive Stock Purchase Agreement should include the delivery of TerraLink's prior written consent to the Transaction as a condition precedent to the Buyer's obligation to close. This ensures that the Transaction will not be consummated without the required consent, protecting the Buyer from the risk of post-closing termination by TerraLink.

3. Form of Consent Letter. Calderwood & Harkness should prepare a form of consent letter for TerraLink's execution, which should provide that: (a) TerraLink consents unconditionally and irrevocably to the Transaction; (b) TerraLink waives any right to terminate the TerraLink Agreement or claim liquidated damages in connection with the Transaction; and (c) the TerraLink Agreement will continue in full force and effect following the closing, on the same terms and conditions, with MFW (as a wholly-owned subsidiary of the Buyer) continuing as a party thereto. The consent letter should be reviewed and approved by the Buyer, MFW, and their respective counsel prior to delivery to TerraLink.

4. Holliday to Lead Consent Process. We recommend that Garrett Holliday lead the consent solicitation, given his existing relationship with TerraLink's senior management. The consent solicitation should be framed as a routine corporate matter and an opportunity to reaffirm the partnership, rather than a disruptive event. Solara may wish to consider whether a representative of the Buyer or the Sponsor should participate in meetings with TerraLink to provide comfort regarding the Buyer's intentions for MFW's business post-closing.

5. Renewal Considerations. The renewal negotiation deadline of approximately November 14, 2026 (120 days before the March 14, 2027 expiration) is less than seven months after the anticipated closing date. Early and proactive engagement with TerraLink in connection with the consent solicitation may also facilitate productive renewal discussions, enabling Solara to secure a multi-year renewal of the TerraLink relationship on favorable terms as part of or shortly after the consent process.

IV. BRINDOVAL DATA SOLUTIONS LLC — CLOUD HOSTING AGREEMENT

A. Overview

The Cloud Hosting Agreement between Meridian FleetWorks, Inc. and Brindoval Data Solutions LLC ("Brindoval"), an Oregon limited liability company (VDR Reference: MFW-VDR-007.01), governs the provision of cloud infrastructure hosting, data storage, managed security services, and disaster recovery capabilities upon which the FleetCore™ platform operates. Brindoval is a mid-market managed cloud services provider specializing in hosting SaaS applications for enterprise software companies in the logistics, transportation, and supply chain verticals.

The Brindoval agreement was executed on September 1, 2023, for an initial term of three (3) years, running through August 31, 2026. The agreement provides for automatic renewal for successive one (1)-year periods unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term. MFW's annual spend under the Brindoval agreement is approximately $2,100,000 per year, making it one of MFW's largest vendor relationships by dollar value.

The Brindoval hosting arrangement represents a critical operational dependency for MFW. The FleetCore™ platform is deployed on Brindoval's infrastructure, and any disruption to Brindoval's services would directly impact MFW's ability to deliver its SaaS platform to its approximately 4,200 customers. Accordingly, the stability, security, and continuity of the Brindoval relationship are matters of significant diligence concern.

B. Key Terms

Services. Brindoval provides a comprehensive suite of infrastructure services, including: (i) cloud compute and storage infrastructure for the FleetCore™ platform's production, staging, and development environments; (ii) managed security services, including firewall management, intrusion detection, vulnerability scanning, and security event monitoring; (iii) disaster recovery and business continuity services, including geographically redundant backup infrastructure and documented recovery procedures; and (iv) 24/7 network operations center ("NOC") monitoring and incident response. The services are delivered from Brindoval's Tier III+ data centers located in Portland, Oregon and Dallas, Texas, providing geographic redundancy.

Service Level Agreement. Brindoval guarantees platform availability of 99.95% measured on a monthly basis, excluding scheduled maintenance windows. In the event that Brindoval fails to meet the 99.95% uptime commitment, service credits accrue to MFW's account on a graduated basis, with increasing credits for greater levels of downtime. The SLA provides that service credits are MFW's sole and exclusive remedy for failures to meet the uptime commitment, subject to MFW's right to terminate for cause in the event of chronic or prolonged outages constituting a material breach. Based on information provided by MFW management, Brindoval has met or exceeded the 99.95% uptime commitment in each month since inception of the agreement.

Pricing. The annual fee under the Brindoval agreement is fixed at approximately $2,100,000 for the initial term. Upon renewal, the annual fee is subject to adjustment based on an escalator formula of CPI plus one percent (CPI + 1%), applied to the then-current annual fee. This escalation mechanism provides a degree of cost predictability for MFW, though the CPI-linked component introduces some variability. MFW may also incur additional charges for usage in excess of provisioned capacity or for ad hoc professional services, though historical data indicates that such overages have been minimal.

Data Security. Brindoval is contractually obligated to maintain compliance with SOC 2 Type II standards throughout the term of the agreement and to provide MFW with a copy of its annual SOC 2 Type II audit report within thirty (30) days of issuance. Brindoval is further required to maintain cyber liability insurance with minimum coverage of $10,000,000 per occurrence and in the aggregate, naming MFW as an additional insured with respect to claims arising from Brindoval's services. These data security commitments are important given MFW's own obligations to its customers under the standard-form MSA and DPA, as discussed in Section II above.

Termination. Either party may terminate the Brindoval agreement for cause upon a material uncured breach, subject to a thirty (30)-day cure period following written notice specifying the nature of the breach. There is no termination-for-convenience right during the initial term. Following the initial term, during any renewal period, either party may terminate the agreement on ninety (90) days' prior written notice, with or without cause.

C. Assignment and Change-of-Control Analysis

The Brindoval agreement contains a standard anti-assignment clause providing that neither party may assign the agreement without the prior written consent of the other party. However, the anti-assignment clause includes a carve-out permitting assignment without consent in connection with a merger, acquisition, or change of control of either party, provided that the surviving or acquiring entity: (a) assumes all of the assigning party's obligations under the agreement in writing; and (b) is not a direct competitor of the non-assigning party.

Analysis. Solara Fleet Holdings LLC is a private equity acquisition vehicle and is not a competitor of Brindoval in the cloud hosting or managed services market. The competitor restriction in the carve-out is therefore not implicated. Moreover, because the Transaction is structured as a stock purchase, MFW will remain the contracting party under the Brindoval agreement, and no assignment will occur. MFW's corporate continuity under the stock purchase structure should satisfy the carve-out on its own terms, and the additional protections of the merger/acquisition exception provide further comfort.

Nevertheless, we recommend confirming the following:

(a) that the Brindoval agreement includes a notice provision requiring MFW to notify Brindoval of a change of control (as distinguished from a consent requirement), and that such notice is timely provided in connection with the closing;

(b) that MFW's corporate continuity under the stock purchase structure is consistent with the terms of the carve-out, such that no formal assignment or assumption agreement is required; and

(c) that Brindoval's definition of "competitor," if any, would not be interpreted to include a portfolio company of Solara that may operate in an adjacent market.

Risk — Impending Term Expiration. The initial term of the Brindoval agreement expires on August 31, 2026 — approximately four months after the anticipated closing date of April 30, 2026. While the automatic renewal provision is favorable and provides for continuity of the hosting arrangement absent affirmative action by either party, the impending expiration of the initial term warrants attention. Specifically, Solara should consider the following post-closing strategic options:

(a) Renegotiation: Solara may wish to renegotiate the Brindoval agreement to secure more favorable pricing, enhanced SLAs, or expanded service scope, leveraging the anticipated growth of MFW's platform post-acquisition.

(b) Alternative Providers: Solara may wish to evaluate whether a migration to a hyperscale cloud provider (e.g., Ridgeway Industries, Crestline Systems, or Aldermere Technologies) would offer cost savings, scalability advantages, or enhanced service capabilities relative to Brindoval's managed hosting model.

(c) Extended Commitment: Alternatively, Solara may choose to lock in a longer-term commitment with Brindoval (e.g., a three-to-five-year renewal) in exchange for pricing concessions, providing cost certainty and operational stability during the post-acquisition integration period.

No immediate action is required with respect to the Brindoval agreement prior to closing, but we recommend that this item be flagged for Solara's post-closing operational planning.

V. SENTINEL COMMERCE BANK, N.A. — EXISTING CREDIT FACILITY

A. Overview

Meridian FleetWorks, Inc. maintains a revolving credit facility (VDR Reference: MFW-VDR-009.01) with Sentinel Commerce Bank, N.A. ("Sentinel"), a national banking association with principal offices at 2100 Wilson Boulevard, Suite 700, Arlington, Virginia 22201. The facility was originally established in September 2021 and was most recently amended in September 2024 in connection with a maturity extension and covenant modification.

The facility is structured as a revolving line of credit with a total commitment amount of $7,500,000, available for general working capital and corporate purposes. As of the most recent reporting date provided in the virtual data room (January 31, 2026), the outstanding balance under the facility is approximately $4,200,000, leaving approximately $3,300,000 of available but undrawn capacity.

Under the proposed transaction structure as set forth in the Letter of Intent and confirmed in discussions with the Solara deal team (Claire Nakamura and Viktor Sorensen), all existing indebtedness of MFW, including the amounts outstanding under the Sentinel facility, will be repaid in full at closing on a cash-free, debt-free basis. The outstanding indebtedness will be deducted from the purchase price proceeds payable to MFW's equityholders.

B. Key Terms

Commitment Amount. The facility provides for a revolving credit commitment of $7,500,000, subject to availability under a borrowing base formula tied to eligible accounts receivable. Based on the most recent borrowing base certificate, MFW has full access to the $7,500,000 commitment.

Interest Rate. Borrowings under the facility bear interest at a floating rate equal to the Secured Overnight Financing Rate ("SOFR") plus a margin of 275 basis points (2.75%). A commitment fee of 0.25% per annum accrues on the average daily unused portion of the revolving commitment and is payable quarterly in arrears.

Maturity. The facility matures on September 30, 2027, following the maturity extension effected in the September 2024 amendment.

Security. The facility is secured by a first-priority lien on substantially all assets of MFW, including but not limited to accounts receivable, deposit accounts, inventory (if any), equipment, intellectual property, general intangibles, and all proceeds thereof. Sentinel's security interest is perfected by UCC-1 financing statements filed in the State of Delaware (MFW's state of incorporation) and in any other jurisdictions where MFW maintains assets.

Financial Covenants. MFW is subject to the following financial covenants, tested on a quarterly basis as of the last day of each fiscal quarter:

(a) Minimum Fixed Charge Coverage Ratio: MFW must maintain a minimum fixed charge coverage ratio of not less than 1.20 to 1.00, calculated as the ratio of (i) EBITDA minus unfinanced capital expenditures minus cash taxes paid to (ii) the sum of scheduled principal payments, interest expense, and capital lease obligations.

(b) Maximum Total Leverage Ratio: MFW must maintain a maximum total leverage ratio of not greater than 3.50 to 1.00, calculated as the ratio of (i) total funded indebtedness to (ii) trailing twelve-month EBITDA.

Based on MFW's financial performance for FY 2025 and the outstanding balance of approximately $4,200,000, MFW appears to be in compliance with both financial covenants. However, we have not independently verified covenant compliance and recommend confirming the same with HKA and MFW's finance team.

Change-of-Control Provision. The Sentinel credit agreement contains a change-of-control provision that designates the occurrence of a "Change of Control" as an event of default under the facility. Upon the occurrence of a Change of Control, the outstanding indebtedness becomes immediately due and payable, and Sentinel has the right to terminate its revolving commitment. A "Change of Control" is defined in the credit agreement to include any transaction or series of related transactions resulting in the direct or indirect acquisition by any person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) of more than fifty percent (50%) of the voting equity interests of MFW.

C. Analysis and Recommendations

The proposed stock purchase by Solara Fleet Holdings LLC will trigger the change-of-control provision in the Sentinel credit agreement, causing an event of default and rendering the outstanding indebtedness immediately due and payable. However, because the Transaction is being structured on a cash-free, debt-free basis, with all existing indebtedness of MFW to be repaid in full at closing, the change-of-control trigger does not present a substantive obstacle to the Transaction. Rather, the payoff of the Sentinel facility is already contemplated as a closing mechanic.

We recommend the following actions with respect to the Sentinel credit facility:

1. Payoff Letter. Calderwood & Harkness should request a payoff letter from Sentinel Commerce Bank, N.A., to be delivered no later than five (5) business days prior to the anticipated closing date. The payoff letter should confirm: (a) the exact payoff amount as of the anticipated closing date, including all outstanding principal, accrued and unpaid interest, fees, and any other amounts owed; (b) whether any prepayment premiums, early termination fees, or breakage costs apply (we anticipate that none should apply to a revolving credit facility, but this should be confirmed); (c) wire transfer instructions for the payoff remittance; and (d) Sentinel's commitment to deliver UCC-3 termination statements, lien releases, intellectual property security interest releases, and any other instruments necessary to release its security interest in MFW's assets upon receipt of the payoff amount.

2. Coordination with New Lender. The payoff and release of Sentinel's liens must be coordinated with the closing of the new senior secured credit facility being provided by Ironclad National Bank and Ridgeline Commercial Lending Corp. (the "New Credit Facility"), which will provide $175,000,000 in committed financing to support the Transaction. The New Credit Facility will be secured by a first-priority lien on substantially all assets of MFW (and, potentially, other Solara portfolio entities), and it is essential that Sentinel's existing liens are released simultaneously with, or immediately prior to, the perfection of the new lenders' security interest. We recommend coordinating closely with Cascade & Whitfield LLP (Jonathan Mayer, lead partner), acting as counsel to the new lenders, to ensure that the lien release and new lien perfection mechanics are properly sequenced.

3. Confirm Absence of Prepayment Penalties. Revolving credit facilities typically do not include prepayment penalties, as the borrower has the right to repay and re-borrow throughout the term. However, we recommend confirming with HKA that the Sentinel credit agreement does not contain any early termination fee, minimum usage requirement, or other provision that would result in additional costs upon payoff at closing.

4. Covenant Compliance Through Closing. MFW must remain in compliance with the financial covenants and other obligations under the Sentinel credit agreement through the closing date, as a default (other than the change-of-control default triggered at closing) could give rise to remedies by Sentinel that could complicate the Transaction. We recommend that MFW management be reminded of this obligation and that any planned actions that could affect covenant compliance (e.g., significant capital expenditures, payment of dividends or distributions, or incurrence of additional indebtedness) be reviewed in advance of execution.

VI. EXECUTIVE EMPLOYMENT AGREEMENTS

A. Garrett Holliday — Employment Agreement

We have reviewed the Employment Agreement between Meridian FleetWorks, Inc. and Garrett Holliday (VDR Reference: MFW-VDR-011.01), effective as of January 1, 2023. A summary of the key terms is set forth below.

Position and Title. Holliday serves as Co-Founder, Chief Executive Officer, and a member of the Board of Directors of MFW. He reports directly to the Board of Directors and has general supervision and management of the business and affairs of MFW.

Base Salary. Holliday's annual base salary is $425,000, subject to annual review and adjustment by the Board of Directors (or the compensation committee thereof). The employment agreement provides that the base salary may not be reduced below the initial level without Holliday's consent, and any such reduction would constitute "Good Reason" for resignation purposes.

Annual Bonus. Holliday is eligible for an annual performance bonus with a target of 75% of his base salary, equating to a target bonus of $318,750 at the current base salary level. The actual bonus payout is determined by the Board of Directors based on the achievement of board-approved performance objectives, which have historically included a combination of ARR growth, EBITDA margin, customer retention, and product development milestones. The employment agreement provides for a minimum guaranteed bonus of 50% of the target amount in any fiscal year in which MFW achieves at least 80% of its board-approved annual ARR target.

Equity Holdings. Holliday holds 2,800,000 shares of MFW common stock and 400,000 shares of MFW Series A Preferred Stock, for an aggregate of 3,200,000 shares, representing approximately 32.0% of MFW's 10,000,000 fully diluted shares. At the per-share purchase price of $35.00 implied by the $350,000,000 transaction value and 10,000,000 fully diluted shares, Holliday's aggregate equity value is approximately $112,000,000 (3,200,000 × $35.00), subject to adjustment for any Series A liquidation preference or participation rights.

Change-of-Control Severance. The employment agreement provides that if Holliday's employment is terminated without "Cause" or if Holliday resigns for "Good Reason" within twelve (12) months following a Change of Control (a "Qualifying Termination"), Holliday is entitled to the following severance benefits:

(i) a lump-sum cash severance payment equal to twenty-four (24) months of his then-current annual base salary, equating to $850,000 at the current salary level ($425,000 × 2);

(ii) a pro-rated annual bonus for the fiscal year in which the termination occurs, based on actual performance through the date of termination (or, if actual performance cannot be determined, based on the target bonus amount);

(iii) continued coverage under MFW's group health insurance plan (or reimbursement of COBRA premiums) for a period of twenty-four (24) months following the date of termination, or until Holliday obtains substantially equivalent coverage through a subsequent employer, whichever occurs first; and

(iv) full and immediate acceleration of the vesting of any outstanding and unvested equity awards held by Holliday, including stock options, restricted stock, and restricted stock units.

Definition of "Good Reason." The employment agreement defines "Good Reason" to include any of the following events occurring without Holliday's prior written consent: (a) a material diminution in Holliday's title, duties, authority, or reporting structure (including any requirement that Holliday report to any person or body other than the Board of Directors of MFW or its parent entity); (b) a material reduction in Holliday's base salary or target bonus opportunity; (c) a relocation of Holliday's principal place of employment by more than fifty (50) miles from MFW's current headquarters in McLean, Virginia; or (d) a material breach by MFW of any provision of the employment agreement. The Good Reason definition includes a notice and cure mechanism requiring Holliday to provide written notice within sixty (60) days of the occurrence of the Good Reason event and a thirty (30)-day cure period for MFW.

Restrictive Covenants. Holliday is subject to a twelve (12)-month post-termination non-competition covenant restricting him from engaging in, or providing services to, any business that competes with MFW in the fleet management and logistics SaaS market within the United States. Holliday is also subject to a twelve (12)-month post-termination non-solicitation covenant restricting him from soliciting MFW employees and customers. These existing restrictions will be superseded at closing by a new Restrictive Covenant Agreement with a proposed three (3)-year non-competition period, to be negotiated as a closing deliverable.

B. Diana Vasquez-Park — Employment Agreement

We have also reviewed the Employment Agreement between Meridian FleetWorks, Inc. and Diana Vasquez-Park (VDR Reference: MFW-VDR-011.02), effective as of January 1, 2023. The key terms are summarized below.

Position and Title. Vasquez-Park serves as Co-Founder, Chief Technology Officer, and a member of the Board of Directors of MFW. She is responsible for all aspects of MFW's technology strategy, product development, engineering, and information security, and reports directly to the Chief Executive Officer and the Board of Directors.

Base Salary. Vasquez-Park's annual base salary is $385,000, subject to annual review and adjustment by the Board of Directors. As with the Holliday agreement, any material reduction in base salary without consent constitutes "Good Reason."

Annual Bonus. Vasquez-Park is eligible for an annual performance bonus with a target of 60% of her base salary, equating to a target bonus of $231,000 at the current base salary level. Bonus determination is based on board-approved performance objectives, with a heavier weighting toward product development milestones, platform reliability metrics, and technology roadmap execution relative to the CEO's bonus criteria.

Equity Holdings. Vasquez-Park holds 1,600,000 shares of MFW common stock and 200,000 shares of MFW Series A Preferred Stock, for an aggregate of 1,800,000 shares, representing approximately 18.0% of MFW's 10,000,000 fully diluted shares. At the implied per-share purchase price of $35.00, Vasquez-Park's aggregate equity value is approximately $63,000,000 (1,800,000 × $35.00), subject to adjustment for Series A terms.

Change-of-Control Severance. The employment agreement provides that upon a Qualifying Termination (termination without Cause or resignation for Good Reason within twelve (12) months following a Change of Control), Vasquez-Park is entitled to:

(i) a lump-sum cash severance payment equal to eighteen (18) months of her then-current annual base salary, equating to $577,500 at the current salary level ($385,000 × 1.5);

(ii) a pro-rated annual bonus for the fiscal year of termination;

(iii) continued group health insurance coverage (or COBRA reimbursement) for eighteen (18) months following termination, or until alternative coverage is obtained; and

(iv) full and immediate acceleration of the vesting of any outstanding and unvested equity awards.

Definition of "Good Reason." The "Good Reason" definition in Vasquez-Park's employment agreement is substantially similar to the definition in Holliday's agreement, including material diminution in title, duties, or reporting structure; material salary or bonus reduction; relocation beyond fifty (50) miles; and material breach of the employment agreement. The notice and cure mechanics are identical.

Restrictive Covenants. Vasquez-Park is subject to a twelve (12)-month post-termination non-competition covenant and a twelve (12)-month post-termination non-solicitation covenant, on substantially similar terms to those in the Holliday agreement. The existing non-compete will be superseded at closing by a new Restrictive Covenant Agreement with a proposed two (2)-year non-competition period.

C. Analysis and Transaction Considerations

Rollover Arrangement — Holliday. Under the proposed transaction structure, Garrett Holliday is expected to roll over approximately $25,000,000 of his equity value into Solara Fleet Holdings LLC, representing approximately 7.14% of the $350,000,000 aggregate deal value ($25,000,000 ÷ $350,000,000). The rollover is intended to align Holliday's economic incentives with those of the Buyer and the Sponsor post-closing, ensuring that Holliday remains financially motivated to drive the continued growth and performance of MFW. The terms of the rollover — including the form of rolled equity (common units, preferred units, or a combination), the valuation basis, any vesting or lock-up provisions, tag-along and drag-along rights, put/call mechanics, and tax treatment — will need to be negotiated and documented in a separate Rollover Agreement. Holliday's existing employment agreement will also need to be amended or replaced to reflect his revised compensation arrangements, reporting structure, and governance role post-closing.

Vasquez-Park Continuing Role. Diana Vasquez-Park is expected to continue in her CTO role post-closing. As a co-founder and the architect of the FleetCore™ platform, her continued involvement is critical to product continuity, engineering team retention, and the execution of MFW's technology roadmap. Her existing employment agreement should be reviewed for any amendments or replacements needed to align with Solara's standard management arrangements, including any modifications to bonus structure, equity incentive participation (e.g., through a new management incentive plan established by Solara Fleet Holdings LLC), and governance provisions.

Aggregate Severance Exposure. If both Holliday and Vasquez-Park were to experience Qualifying Terminations following the closing (i.e., termination without Cause or resignation for Good Reason within twelve months of the Change of Control), the aggregate change-of-control severance cash cost would be approximately $1,427,500, calculated as follows:

However, because both Holliday and Vasquez-Park are expected to continue in their respective roles post-closing, these severance provisions primarily represent contingent liabilities rather than expected closing costs. The severance exposure should be disclosed in the Transaction cost model and factored into the Buyer's assessment of post-closing employment risk, but it is not expected to result in actual cash expenditure absent a change in the Buyer's plans for either executive.

Section 280G Analysis. The change-of-control severance provisions, combined with the potential acceleration of unvested equity awards and the Holliday rollover arrangement, should be carefully analyzed for potential issues under Section 280G of the Internal Revenue Code. Section 280G imposes a twenty percent (20%) excise tax (under Section 4999) on "excess parachute payments" — generally defined as payments contingent upon a change of control that, in the aggregate, equal or exceed three times the recipient's "base amount" (average annual W-2 compensation over the five calendar years preceding the year of the change of control). If parachute payments are triggered, the company also loses the ability to deduct the excess amounts under Section 280G.

We recommend that Sylvia Hartwell (Calderwood & Harkness tax partner) conduct a preliminary Section 280G analysis for both Holliday and Vasquez-Park to determine: (a) whether any payments or benefits in connection with the Transaction (including severance, bonus acceleration, equity acceleration, and the economic benefit of the rollover arrangement, if applicable) could constitute "excess parachute payments"; (b) the estimated amount of any excise tax exposure; and (c) whether mitigation strategies should be pursued, such as:

• A Section 280G shareholder vote (available because MFW is a private company with no readily tradeable stock), in which MFW's shareholders approve the parachute payments, exempting them from Section 280G treatment;

• Cut-back provisions in the employment agreements or the SPA, providing that parachute payments will be reduced to the extent necessary to avoid triggering the excise tax, but only if the after-tax benefit to the executive would be greater under the cut-back than if the full amount were paid subject to the excise tax (a "best net" or "better of" provision); or

• Restructuring the timing or form of certain payments to reduce or eliminate the parachute payment characterization.

Interaction with Restrictive Covenants. The existing non-competition and non-solicitation covenants in the Holliday and Vasquez-Park employment agreements have a duration of twelve (12) months post-termination. The proposed Restrictive Covenant Agreements to be negotiated as closing deliverables would extend the non-competition period to three (3) years for Holliday and two (2) years for Vasquez-Park. These new agreements will need to supersede and replace the existing employment agreement restrictions in their entirety. The Restrictive Covenant Agreements should be structured as standalone agreements, supported by adequate consideration (which may include the rollover equity, new equity incentive grants, or a separate cash payment), and drafted to be enforceable under Delaware law (MFW's state of incorporation) as well as the laws of any other relevant jurisdictions (including Virginia, where MFW's headquarters is located). Enforceability of post-employment non-competition covenants varies significantly by jurisdiction, and we recommend that the proposed terms be reviewed for compliance with applicable state law requirements.

D. Other Key Employee: Marcus Trahan (CFO)

Marcus Trahan serves as Chief Financial Officer of MFW and holds 150,000 shares of common stock and 80,000 vested stock options under the 2016 Stock Incentive Plan, for a total of 230,000 shares (options plus stock), representing approximately 2.3% of MFW's fully diluted share count. At the implied per-share purchase price of $35.00, Trahan's aggregate equity value (including option cash-out proceeds) is approximately $7,370,000 (150,000 shares × $35.00 = $5,250,000, plus 80,000 options × ($35.00 − $8.50) = $2,120,000).

As of the date of this memorandum, Trahan's employment agreement (or offer letter, as applicable) has not yet been produced in the virtual data room. A diligence request for this document was submitted to HKA on February 12, 2026, and remains outstanding. It is important that Trahan's employment terms be reviewed promptly to identify:

(a) whether Trahan's employment agreement contains change-of-control severance provisions and, if so, the terms and quantum of such provisions;

(b) whether Trahan is subject to any non-competition or non-solicitation covenants, and the duration and scope thereof;

(c) whether Trahan has any special bonus, retention, or incentive arrangements that could be triggered by the Transaction; and

(d) whether there are any provisions relating to guaranteed employment terms, termination notice periods, or other rights that could affect Solara's flexibility in structuring the post-closing management team.

Trahan's continuing involvement post-closing should be discussed with Solara. As CFO, Trahan is expected to play an important role in the transition and post-acquisition integration process, including the preparation of closing financial statements, the establishment of new banking and treasury relationships, the implementation of Solara's financial reporting and controls requirements, and the management of the quality of earnings true-up process. Retention of Trahan through at least the twelve-month period following closing is advisable.

VII. MFW 2016 STOCK INCENTIVE PLAN

A. Overview

The MFW 2016 Stock Incentive Plan (the "Plan") was adopted by MFW's Board of Directors and approved by its shareholders in 2016 (VDR Reference: MFW-VDR-013.01). The Plan authorizes the issuance of equity-based incentive awards to eligible participants, including employees, officers, directors, and consultants of MFW.

Authorized Shares. The Plan reserves 1,300,000 shares of MFW common stock for issuance pursuant to awards granted

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: James Prentice, Partner
FROM: Andrew Fitzpatrick, Lead Associate; Naomi Petersen, Associate
DATE: February 28, 2026
RE: Material Contracts Review — Meridian FleetWorks, Inc. (Project Trident)
Matter No.: 1041-00004
Engagement Reference: 1041-00004
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I. EXECUTIVE SUMMARY AND PURPOSE
This memorandum summarizes the results of Calderwood & Harkness LLP's review of the material contracts of Meridian FleetWorks, Inc. ("MFW" or the "Company") in connection with the proposed acquisition of 100% of the issued and outstanding shares of common stock and Series A Preferred Stock of MFW by Solara Fleet Holdings LLC ("Buyer"), a wholly-owned subsidiary of Solara Fund III, LP ("Solara" or the "Sponsor"), for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Transaction"). The Transaction is structured as a stock purchase, pursuant to which MFW's corporate identity will survive as a wholly-owned subsidiary of the Buyer.
The documents reviewed in connection with this memorandum were sourced from the Thackeray Solutions virtual data room established for Project Trident, supplemented by responses to diligence requests provided by Hawthorne Kinsey & Alcott LLP ("HKA"), counsel to MFW, with Rachel Greenwald serving as lead partner and Timothy Cho as associate counsel on the engagement. Where indicated, certain diligence items remain outstanding and are catalogued in Section IX below.
The scope of our review covers the six categories of material contracts identified by the deal team as most significant to the Transaction and to MFW's ongoing business operations:
(i) the standard-form Master Subscription Agreement used across MFW's customer base;
(ii) the TerraLink Logistics, Inc. strategic partnership agreement;
(iii) the Brindoval Data Solutions LLC cloud hosting agreement;
(iv) the Sentinel Commerce Bank, N.A. revolving credit facility;
(v) the key executive employment agreements of Garrett Holliday (CEO) and Diana Vasquez-Park (CTO); and
(vi) the MFW 2016 Stock Incentive Plan.
Our review has identified the following key finding that requires immediate attention: the TerraLink Logistics, Inc. strategic partnership agreement contains a change-of-control consent provision requiring written consent from TerraLink prior to the consummation of any transaction constituting a "Change of Control" of MFW. Given that the proposed 100% stock purchase by Solara Fleet Holdings LLC squarely falls within the definition of "Change of Control" in the TerraLink agreement, the solicitation of TerraLink's written consent has been flagged as a critical path item that must be addressed before or as a condition to the closing of the Transaction. Failure to obtain such consent would entitle TerraLink to terminate the agreement immediately and claim liquidated damages, representing a potential loss of approximately $3,800,000 in annual recurring revenue and significant reputational risk.
With respect to the remaining material contracts reviewed, no additional change-of-control consent requirements have been identified that would impede or condition the closing of the Transaction. The standard-form Master Subscription Agreement and the Brindoval Data Solutions cloud hosting agreement each contain merger/acquisition carve-outs that should permit the Transaction to proceed without counterparty consent. The Sentinel Commerce Bank credit facility contains a change-of-control mandatory prepayment trigger, but the existing indebtedness is expected to be repaid in full at closing on a cash-free, debt-free basis, consistent with the terms of the letter of intent. The executive employment agreements contain change-of-control severance provisions that are triggered by the Transaction but do not require consent; rather, they give rise to contingent severance liabilities that must be factored into the closing cost analysis.
The diligence completion deadline under the Letter of Intent dated January 22, 2026 (reference LOI-MFW-2026-0218) is March 15, 2026, with a target date for execution of the definitive Stock Purchase Agreement of March 31, 2026, and an anticipated closing date of approximately April 30, 2026.
This memorandum should be read in conjunction with the following separate work product prepared by Calderwood & Harkness LLP in connection with the Transaction: (a) the IP Diligence Memorandum (Matter No. 1041-00004); (b) the Employment and Benefits Diligence Memorandum (Matter No. 1041-00004); (c) the Regulatory and Compliance Diligence Memorandum (Matter No. 1041-00004); and (d) the Real Estate and Lease Review Memorandum (Matter No. 1041-00004). Cross-references to those memoranda are provided where relevant.
II. MFW MASTER SUBSCRIPTION AGREEMENT (STANDARD FORM)
A. Overview
MFW's primary revenue-generating contractual arrangement is its Master Subscription Agreement (the "MSA"), a standard-form Software-as-a-Service ("SaaS") subscription agreement used across the Company's customer base. Based on information provided in the virtual data room and confirmed by MFW management through HKA, the MSA governs approximately 4,200 active customer accounts as of the date of this memorandum. These accounts span a diverse range of fleet operators, including regional trucking companies, last-mile delivery services, municipal transit authorities, and field services organizations.
MFW's annual recurring revenue ("ARR") as of the fiscal year ended December 31, 2025 ("FY 2025") is approximately $62,000,000, yielding an average contract value ("ACV") of approximately $14,762 per customer ($62,000,000 ÷ 4,200 accounts). Total GAAP revenue for FY 2025 is approximately $67,500,000, with approximately $5,500,000 attributable to professional services and implementation revenue recognized in connection with onboarding and custom configuration engagements. The substantial majority of MFW's revenue — approximately 91.9% — is therefore recurring subscription revenue governed by the standard-form MSA.
The MSA governs the provision of MFW's proprietary vertical-SaaS platform (branded "FleetCore™"), which provides an integrated suite of fleet management capabilities, including fleet asset tracking and management, route optimization and dispatch planning, electronic logging device ("ELD") compliance and Hours of Service ("HOS") reporting, predictive maintenance scheduling, driver safety scoring, and embedded payments functionality enabling fuel card integration and automated invoicing. The platform is delivered on a hosted, multi-tenant basis through cloud infrastructure provided by Brindoval Data Solutions LLC, as discussed in Section IV below.
We have reviewed the current version of the standard-form MSA (VDR Reference: MFW-VDR-002.01), together with the general terms and conditions, the service level agreement addendum, the data processing addendum, and the acceptable use policy that are incorporated by reference. Our observations and findings are set forth below.
B. Key Terms
Term and Renewal. The standard MSA provides for an initial subscription term of twelve (12) months from the effective date of the applicable order form. Following the expiration of the initial term, the subscription automatically renews for successive twelve (12)-month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. This auto-renewal structure is consistent with industry practice for vertical-SaaS agreements of this nature and provides MFW with a predictable revenue base, as customer inertia and the operational integration of the platform tend to result in high renewal rates.
Pricing. Subscription fees are structured on a per-vehicle or per-user tiered pricing basis, as set forth in the applicable order form executed by the customer. MFW's standard rate card includes three tiers: "Essentials" (base fleet management and ELD compliance), "Professional" (adding route optimization, maintenance scheduling, and advanced analytics), and "Enterprise" (full-platform access including embedded payments and custom API integrations). We note that contracts executed after January 1, 2021 generally include annual price escalation clauses providing for increases of three to five percent (3–5%) per annum, typically linked to the Consumer Price Index ("CPI"). However, legacy contracts executed prior to 2021 (the "pre-2021 vintage") generally do not contain annual escalation provisions, which may create margin compression over time as MFW's own cost base increases. The proportion of ARR attributable to pre-2021 vintage contracts has not been separately quantified in the data room materials; we have submitted an additional diligence request to HKA for a vintage analysis of the customer base.
Termination. The customer may terminate the MSA for cause upon a material uncured breach by MFW, subject to a thirty (30)-day cure period following written notice specifying the nature of the breach. MFW may terminate the MSA for non-payment by the customer, subject to a fifteen (15)-day cure period following written notice of the payment default. Neither party has a termination-for-convenience right during the term of the agreement, which is favorable to MFW from a revenue predictability standpoint.
Limitation of Liability. MFW's aggregate liability under the MSA is capped at the total fees paid by the customer during the twelve (12)-month period immediately preceding the claim giving rise to liability. Consequential, indirect, incidental, special, and punitive damages are mutually excluded by both parties, subject to customary carve-outs for breaches of confidentiality obligations, indemnification obligations relating to intellectual property infringement, and willful misconduct. These limitation-of-liability provisions are consistent with market-standard terms for B2B SaaS agreements and do not present unusual risk.
intellectual Property Ownership. The MSA clearly provides that MFW retains all right, title, and interest in and to the FleetCore™ platform, including all software, algorithms, documentation, improvements, modifications, enhancements, and derivative works, whether developed independently by MFW or in connection with a customer engagement. Customer retains ownership of all customer data uploaded to or processed through the platform, and MFW is granted a limited license to access and use customer data solely for the purpose of providing the subscription services. MFW also retains the right to use de-identified and aggregated data derived from customer usage for purposes of product improvement, benchmarking, and analytics, provided that such data cannot reasonably be re-identified to any specific customer. These provisions are consistent with industry practice and support MFW's ability to continue developing its platform without encumbrance.
Data Security and Privacy. The MSA includes standard confidentiality and data protection provisions, supplemented by a Data Processing Addendum ("DPA") that governs MFW's processing of customer personal data. The DPA includes provisions addressing compliance with applicable data protection laws (including CCPA and, where applicable, GDPR), data breach notification obligations, sub-processor management, data retention and deletion, and customer audit rights. MFW represents in the DPA that it maintains administrative, technical, and organizational security measures appropriate to the nature and sensitivity of the data processed. A detailed assessment of MFW's data security posture is included in the Regulatory and Compliance Diligence Memorandum.
Assignment and Change of Control. The standard-form MSA contains a standard anti-assignment clause providing that neither party may assign its rights or obligations under the agreement without the prior written consent of the other party. Critically, however, the anti-assignment clause includes a carve-out providing that either party may assign the agreement, without the consent of the other party, in connection with a merger, consolidation, acquisition, corporate reorganization, or sale or transfer of all or substantially all of such party's assets. The standard MSA does not contain a separate change-of-control consent requirement. This is a favorable provision for the Transaction, as it permits MFW's contractual relationships with its approximately 4,200 customers to continue uninterrupted following the closing of the stock purchase without the need to solicit individual customer consents.
C. Observations and Risks
The absence of a change-of-control restriction in the standard-form MSA is highly favorable to the Transaction. Moreover, because the Transaction is structured as a stock purchase — in which Solara Fleet Holdings LLC will acquire 100% of the equity of MFW, with MFW continuing as a separate corporate entity — MFW will remain the contracting party under each MSA. There is no assignment of the MSA in connection with the Transaction; MFW's corporate identity is preserved. Even to the extent the anti-assignment clause were implicated, the merger/acquisition carve-out provides an independent basis for the Transaction to proceed without customer consent.
MFW's reported Net Revenue Retention ("NRR") of approximately 112% and Gross Revenue Retention ("GRR") of approximately 94% suggest a healthy and growing customer base with limited churn and meaningful expansion dynamics driven by upsells (e.g., customers upgrading from Essentials to Professional or Enterprise tiers) and cross-sells (e.g., adoption of embedded payments functionality). These metrics are consistent with a well-functioning SaaS business and provide comfort regarding the stability of MFW's recurring revenue base.
Notwithstanding the foregoing, we recommend the following additional diligence steps with respect to the MSA:
(a) Non-Standard Customer Agreements. We have submitted a diligence request to HKA for a complete schedule of any customer agreements that deviate from the standard-form MSA, including any negotiated agreements, side letters, amendments, or addenda that may introduce change-of-control consent requirements, most-favored-nation pricing provisions, termination-for-convenience rights, or other non-standard terms. It is common in SaaS businesses for a small number of larger enterprise customers to negotiate bespoke terms that depart from the standard form, and any such departures must be identified and assessed.
(b) Legacy Contract Pricing. As noted above, pre-2021 vintage contracts generally lack annual price escalation provisions. The absence of escalation clauses in a potentially material subset of the customer base may result in margin compression as MFW's cost base (including hosting costs, personnel costs, and third-party service costs) increases over time. We recommend flagging this issue for the financial advisors at Cobalt Ridge Partners LLC (Owen Prescott) and Whitmore Sandoval Group LLC (Daniel Ostroff) in connection with the quality of earnings analysis and financial model assumptions.
(c) Customer Concentration. While the ACV of approximately $14,762 per customer suggests a diversified customer base without significant concentration risk at the individual account level (apart from TerraLink, discussed in Section III), we recommend confirming that no individual customer or group of affiliated customers — other than TerraLink — accounts for more than 5% of total ARR.
III. TERRALINK LOGISTICS, INC. — STRATEGIC PARTNERSHIP AGREEMENT
A. Overview
The strategic partnership agreement between Meridian FleetWorks, Inc. and TerraLink Logistics, Inc. ("TerraLink"), a Texas corporation headquartered in Houston, Texas, represents MFW's most significant individual customer relationship and the contract with the most material implications for the Transaction. TerraLink is a publicly traded mid-cap logistics and freight transportation company (NYSE: TRLK) operating a fleet of approximately 8,500 Class 8 trucks and 22,000 trailers across the contiguous United States.
The Strategic Partnership Agreement (VDR Reference: MFW-VDR-005.01) was executed on March 15, 2022 (the "TerraLink Agreement" or "TL SPA"). The initial term is five (5) years from the effective date, running through approximately March 14, 2027. Under the TerraLink Agreement, MFW provides TerraLink with a customized, enterprise-grade deployment of the FleetCore™ platform, including enhanced API integrations with TerraLink's internal enterprise resource planning ("ERP") and transportation management systems ("TMS"), dedicated customer support resources, co-marketing arrangements, and preferred pricing.
TerraLink is MFW's largest single customer, representing approximately $3,800,000 in ARR, or approximately 6.1% of MFW's total ARR of $62,000,000. The TerraLink relationship is also strategically significant beyond its direct revenue contribution, as TerraLink's public endorsement of the FleetCore™ platform has served as a valuable reference account in MFW's enterprise sales process and has contributed to MFW's brand credibility in the logistics and freight transportation vertical.
B. Key Terms
Scope of Services. The TerraLink Agreement provides for a full-platform deployment of the FleetCore™ suite, encompassing fleet asset management, route optimization and dispatch, ELD compliance and HOS reporting, predictive maintenance scheduling, and embedded payments functionality. In addition to the standard platform capabilities, MFW has developed and deployed custom data analytics dashboards tailored to TerraLink's operational reporting requirements and has built dedicated API integrations enabling real-time data exchange between the FleetCore™ platform and TerraLink's internal Ridgeline Industries-based ERP system and proprietary TMS. These custom integrations represent a meaningful investment of MFW engineering resources and create switching costs that strengthen the commercial relationship.
Pricing. TerraLink receives preferred pricing below MFW's standard rate card, reflecting the scale of the deployment (covering TerraLink's entire domestic fleet), the strategic value of the relationship, and the exclusivity commitment described below. Pricing is fixed for the initial three years of the term (Years 1 through 3), with a 3% annual escalator applying beginning in Year 3 (i.e., from March 15, 2024 forward). The preferred pricing arrangement results in a lower per-vehicle margin relative to MFW's standard customer base, but the aggregate revenue contribution and strategic value of the relationship more than offset the per-unit discount.
Exclusivity. In consideration of the preferred pricing and dedicated resources provided by MFW, TerraLink has committed to use MFW as its exclusive fleet management SaaS provider for its domestic operations during the term of the agreement. This exclusivity commitment is a significant commercial benefit to MFW, as it prevents TerraLink from deploying competing solutions from vendors such as Ridgeline Solutions, Penmark Software (now Motive), or Geotab across its domestic fleet. The exclusivity commitment does not extend to TerraLink's international operations, which are currently limited in scope.
Renewal. Unlike the standard-form MSA, the TerraLink Agreement does not provide for automatic renewal. Renewal of the agreement is subject to mutual written agreement by both parties, to be negotiated at least one hundred twenty (120) days prior to the expiration of the initial term. Based on the March 14, 2027 expiration date, the renewal negotiation window opens no later than approximately November 14, 2026. The absence of an automatic renewal provision introduces uncertainty regarding the continuity of the TerraLink relationship beyond the initial term and highlights the importance of maintaining a strong commercial relationship with TerraLink through and following the closing of the Transaction.
Termination for Convenience. Either party may terminate the TerraLink Agreement for convenience upon one hundred eighty (180) days' prior written notice, subject to: (a) payment of all fees accrued through the effective date of termination; and (b) an early termination penalty equal to fifty percent (50%) of the remaining annual fees that would have been payable through the end of the then-current term. The early termination penalty provides a meaningful financial disincentive against premature termination and offers MFW a degree of revenue protection.
C. Change-of-Control Provision — CRITICAL PATH ITEM
The Provision. Section 12.4 of the TerraLink Agreement contains an express change-of-control consent provision requiring that MFW obtain the prior written consent of TerraLink before consummating any transaction that results in a "Change of Control" of MFW. The provision states, in relevant part:
"Neither party may undergo a Change of Control without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. For the avoidance of doubt, consummation of a Change of Control without the prior written consent of the non-changing party shall constitute a material breach of this Agreement."
Definition of "Change of Control." Section 1.7 of the TerraLink Agreement defines "Change of Control" broadly to include any of the following events:
(a) any merger, consolidation, or business combination involving MFW in which MFW is not the surviving entity or in which the equity holders of MFW immediately prior to such transaction hold less than fifty percent (50%) of the voting securities of the surviving entity;
(b) any sale, transfer, or other disposition of fifty percent (50%) or more of the outstanding equity securities of MFW, whether by stock purchase, stock exchange, tender offer, or otherwise;
(c) any sale, transfer, lease, or other disposition of all or substantially all of the assets of MFW; or
(d) any change in the composition of MFW's board of directors such that the individuals who were directors of MFW immediately prior to such change cease to constitute a majority of the board of directors.
Consequence of Failure to Obtain Consent. If MFW consummates a Change of Control without first obtaining TerraLink's prior written consent, the TerraLink Agreement provides that TerraLink has the right, at its sole option, to: (i) terminate the agreement immediately upon written notice to MFW, without any cure period; and (ii) claim liquidated damages in an amount equal to the remaining aggregate subscription fees that would have been payable by TerraLink through the end of the initial term, calculated based on the then-current annual fee rate. As of the anticipated closing date of April 30, 2026, the remaining term would be approximately ten and one-half months (through March 14, 2027), yielding potential liquidated damages exposure of approximately $3,325,000 (10.5/12 × $3,800,000).
Application to the Proposed Transaction. The proposed Transaction — a 100% stock purchase by Solara Fleet Holdings LLC of all of MFW's issued and outstanding equity securities — clearly and unambiguously triggers clause (b) of the Change of Control definition. The acquisition of 100% of MFW's equity by the Buyer far exceeds the fifty percent (50%) threshold. In addition, to the extent that the Transaction results in a reconstitution of MFW's board of directors (which is anticipated, as Solara will likely designate new board members reflecting its ownership), clause (d) may also be triggered. There is no reasonable basis on which to argue that the Change of Control definition is not triggered by the Transaction.
Risk Assessment. The loss of the TerraLink relationship would have material adverse consequences for MFW's business, both in terms of direct revenue impact and broader strategic and reputational considerations:
• Revenue Impact: Loss of TerraLink would result in the elimination of approximately $3,800,000 in ARR, representing approximately 6.1% of MFW's total ARR. This loss would be immediately reflected in MFW's financial performance and, if known prior to closing, could impact the Buyer's valuation analysis.
• Metric Impact: The loss of TerraLink as a customer would adversely affect MFW's reported NRR and GRR metrics, which are key performance indicators closely monitored by the Buyer and its financial advisors. A decline in these metrics could signal instability in MFW's customer base and could have downstream effects on valuation multiples.
• Reputational and Reference Impact: TerraLink is MFW's most prominent customer and a key reference account. The loss of TerraLink — particularly if publicly disclosed or known in the market — could undermine customer confidence and sales pipeline conversion.
• Liquidated Damages Exposure: In addition to the loss of revenue, MFW would be exposed to a liquidated damages claim of approximately $3,325,000, representing a material cash liability.
Recommendation. In light of the foregoing, we make the following recommendations with respect to the TerraLink consent:
1. Initiate Consent Solicitation Immediately. Solara should engage with MFW management — specifically, Garrett Holliday, who maintains the primary commercial relationship with TerraLink — to initiate the consent solicitation process with TerraLink as soon as practicable. Early engagement is critical, as the consent solicitation may require multiple rounds of communication, potential negotiation of enhanced terms or commitments to secure TerraLink's cooperation, and internal approval processes at TerraLink (which, as a publicly traded company, may involve review by TerraLink's general counsel and, potentially, its board of directors or a committee thereof).
2. Condition Precedent to Closing. The definitive Stock Purchase Agreement should include the delivery of TerraLink's prior written consent to the Transaction as a condition precedent to the Buyer's obligation to close. This ensures that the Transaction will not be consummated without the required consent, protecting the Buyer from the risk of post-closing termination by TerraLink.
3. Form of Consent Letter. Calderwood & Harkness should prepare a form of consent letter for TerraLink's execution, which should provide that: (a) TerraLink consents unconditionally and irrevocably to the Transaction; (b) TerraLink waives any right to terminate the TerraLink Agreement or claim liquidated damages in connection with the Transaction; and (c) the TerraLink Agreement will continue in full force and effect following the closing, on the same terms and conditions, with MFW (as a wholly-owned subsidiary of the Buyer) continuing as a party thereto. The consent letter should be reviewed and approved by the Buyer, MFW, and their respective counsel prior to delivery to TerraLink.
4. Holliday to Lead Consent Process. We recommend that Garrett Holliday lead the consent solicitation, given his existing relationship with TerraLink's senior management. The consent solicitation should be framed as a routine corporate matter and an opportunity to reaffirm the partnership, rather than a disruptive event. Solara may wish to consider whether a representative of the Buyer or the Sponsor should participate in meetings with TerraLink to provide comfort regarding the Buyer's intentions for MFW's business post-closing.
5. Renewal Considerations. The renewal negotiation deadline of approximately November 14, 2026 (120 days before the March 14, 2027 expiration) is less than seven months after the anticipated closing date. Early and proactive engagement with TerraLink in connection with the consent solicitation may also facilitate productive renewal discussions, enabling Solara to secure a multi-year renewal of the TerraLink relationship on favorable terms as part of or shortly after the consent process.
IV. BRINDOVAL DATA SOLUTIONS LLC — CLOUD HOSTING AGREEMENT
A. Overview
The Cloud Hosting Agreement between Meridian FleetWorks, Inc. and Brindoval Data Solutions LLC ("Brindoval"), an Oregon limited liability company (VDR Reference: MFW-VDR-007.01), governs the provision of cloud infrastructure hosting, data storage, managed security services, and disaster recovery capabilities upon which the FleetCore™ platform operates. Brindoval is a mid-market managed cloud services provider specializing in hosting SaaS applications for enterprise software companies in the logistics, transportation, and supply chain verticals.
The Brindoval agreement was executed on September 1, 2023, for an initial term of three (3) years, running through August 31, 2026. The agreement provides for automatic renewal for successive one (1)-year periods unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term. MFW's annual spend under the Brindoval agreement is approximately $2,100,000 per year, making it one of MFW's largest vendor relationships by dollar value.
The Brindoval hosting arrangement represents a critical operational dependency for MFW. The FleetCore™ platform is deployed on Brindoval's infrastructure, and any disruption to Brindoval's services would directly impact MFW's ability to deliver its SaaS platform to its approximately 4,200 customers. Accordingly, the stability, security, and continuity of the Brindoval relationship are matters of significant diligence concern.
B. Key Terms
Services. Brindoval provides a comprehensive suite of infrastructure services, including: (i) cloud compute and storage infrastructure for the FleetCore™ platform's production, staging, and development environments; (ii) managed security services, including firewall management, intrusion detection, vulnerability scanning, and security event monitoring; (iii) disaster recovery and business continuity services, including geographically redundant backup infrastructure and documented recovery procedures; and (iv) 24/7 network operations center ("NOC") monitoring and incident response. The services are delivered from Brindoval's Tier III+ data centers located in Portland, Oregon and Dallas, Texas, providing geographic redundancy.
Service Level Agreement. Brindoval guarantees platform availability of 99.95% measured on a monthly basis, excluding scheduled maintenance windows. In the event that Brindoval fails to meet the 99.95% uptime commitment, service credits accrue to MFW's account on a graduated basis, with increasing credits for greater levels of downtime. The SLA provides that service credits are MFW's sole and exclusive remedy for failures to meet the uptime commitment, subject to MFW's right to terminate for cause in the event of chronic or prolonged outages constituting a material breach. Based on information provided by MFW management, Brindoval has met or exceeded the 99.95% uptime commitment in each month since inception of the agreement.
Pricing. The annual fee under the Brindoval agreement is fixed at approximately $2,100,000 for the initial term. Upon renewal, the annual fee is subject to adjustment based on an escalator formula of CPI plus one percent (CPI + 1%), applied to the then-current annual fee. This escalation mechanism provides a degree of cost predictability for MFW, though the CPI-linked component introduces some variability. MFW may also incur additional charges for usage in excess of provisioned capacity or for ad hoc professional services, though historical data indicates that such overages have been minimal.
Data Security. Brindoval is contractually obligated to maintain compliance with SOC 2 Type II standards throughout the term of the agreement and to provide MFW with a copy of its annual SOC 2 Type II audit report within thirty (30) days of issuance. Brindoval is further required to maintain cyber liability insurance with minimum coverage of $10,000,000 per occurrence and in the aggregate, naming MFW as an additional insured with respect to claims arising from Brindoval's services. These data security commitments are important given MFW's own obligations to its customers under the standard-form MSA and DPA, as discussed in Section II above.
Termination. Either party may terminate the Brindoval agreement for cause upon a material uncured breach, subject to a thirty (30)-day cure period following written notice specifying the nature of the breach. There is no termination-for-convenience right during the initial term. Following the initial term, during any renewal period, either party may terminate the agreement on ninety (90) days' prior written notice, with or without cause.
C. Assignment and Change-of-Control Analysis
The Brindoval agreement contains a standard anti-assignment clause providing that neither party may assign the agreement without the prior written consent of the other party. However, the anti-assignment clause includes a carve-out permitting assignment without consent in connection with a merger, acquisition, or change of control of either party, provided that the surviving or acquiring entity: (a) assumes all of the assigning party's obligations under the agreement in writing; and (b) is not a direct competitor of the non-assigning party.
Analysis. Solara Fleet Holdings LLC is a private equity acquisition vehicle and is not a competitor of Brindoval in the cloud hosting or managed services market. The competitor restriction in the carve-out is therefore not implicated. Moreover, because the Transaction is structured as a stock purchase, MFW will remain the contracting party under the Brindoval agreement, and no assignment will occur. MFW's corporate continuity under the stock purchase structure should satisfy the carve-out on its own terms, and the additional protections of the merger/acquisition exception provide further comfort.
Nevertheless, we recommend confirming the following:
(a) that the Brindoval agreement includes a notice provision requiring MFW to notify Brindoval of a change of control (as distinguished from a consent requirement), and that such notice is timely provided in connection with the closing;
(b) that MFW's corporate continuity under the stock purchase structure is consistent with the terms of the carve-out, such that no formal assignment or assumption agreement is required; and
(c) that Brindoval's definition of "competitor," if any, would not be interpreted to include a portfolio company of Solara that may operate in an adjacent market.
Risk — Impending Term Expiration. The initial term of the Brindoval agreement expires on August 31, 2026 — approximately four months after the anticipated closing date of April 30, 2026. While the automatic renewal provision is favorable and provides for continuity of the hosting arrangement absent affirmative action by either party, the impending expiration of the initial term warrants attention. Specifically, Solara should consider the following post-closing strategic options:
(a) Renegotiation: Solara may wish to renegotiate the Brindoval agreement to secure more favorable pricing, enhanced SLAs, or expanded service scope, leveraging the anticipated growth of MFW's platform post-acquisition.
(b) Alternative Providers: Solara may wish to evaluate whether a migration to a hyperscale cloud provider (e.g., Ridgeway Industries, Crestline Systems, or Aldermere Technologies) would offer cost savings, scalability advantages, or enhanced service capabilities relative to Brindoval's managed hosting model.
(c) Extended Commitment: Alternatively, Solara may choose to lock in a longer-term commitment with Brindoval (e.g., a three-to-five-year renewal) in exchange for pricing concessions, providing cost certainty and operational stability during the post-acquisition integration period.
No immediate action is required with respect to the Brindoval agreement prior to closing, but we recommend that this item be flagged for Solara's post-closing operational planning.
V. SENTINEL COMMERCE BANK, N.A. — EXISTING CREDIT FACILITY
A. Overview
Meridian FleetWorks, Inc. maintains a revolving credit facility (VDR Reference: MFW-VDR-009.01) with Sentinel Commerce Bank, N.A. ("Sentinel"), a national banking association with principal offices at 2100 Wilson Boulevard, Suite 700, Arlington, Virginia 22201. The facility was originally established in September 2021 and was most recently amended in September 2024 in connection with a maturity extension and covenant modification.
The facility is structured as a revolving line of credit with a total commitment amount of $7,500,000, available for general working capital and corporate purposes. As of the most recent reporting date provided in the virtual data room (January 31, 2026), the outstanding balance under the facility is approximately $4,200,000, leaving approximately $3,300,000 of available but undrawn capacity.
Under the proposed transaction structure as set forth in the Letter of Intent and confirmed in discussions with the Solara deal team (Claire Nakamura and Viktor Sorensen), all existing indebtedness of MFW, including the amounts outstanding under the Sentinel facility, will be repaid in full at closing on a cash-free, debt-free basis. The outstanding indebtedness will be deducted from the purchase price proceeds payable to MFW's equityholders.
B. Key Terms
Commitment Amount. The facility provides for a revolving credit commitment of $7,500,000, subject to availability under a borrowing base formula tied to eligible accounts receivable. Based on the most recent borrowing base certificate, MFW has full access to the $7,500,000 commitment.
Interest Rate. Borrowings under the facility bear interest at a floating rate equal to the Secured Overnight Financing Rate ("SOFR") plus a margin of 275 basis points (2.75%). A commitment fee of 0.25% per annum accrues on the average daily unused portion of the revolving commitment and is payable quarterly in arrears.
Maturity. The facility matures on September 30, 2027, following the maturity extension effected in the September 2024 amendment.
Security. The facility is secured by a first-priority lien on substantially all assets of MFW, including but not limited to accounts receivable, deposit accounts, inventory (if any), equipment, intellectual property, general intangibles, and all proceeds thereof. Sentinel's security interest is perfected by UCC-1 financing statements filed in the State of Delaware (MFW's state of incorporation) and in any other jurisdictions where MFW maintains assets.
Financial Covenants. MFW is subject to the following financial covenants, tested on a quarterly basis as of the last day of each fiscal quarter:
(a) Minimum Fixed Charge Coverage Ratio: MFW must maintain a minimum fixed charge coverage ratio of not less than 1.20 to 1.00, calculated as the ratio of (i) EBITDA minus unfinanced capital expenditures minus cash taxes paid to (ii) the sum of scheduled principal payments, interest expense, and capital lease obligations.
(b) Maximum Total Leverage Ratio: MFW must maintain a maximum total leverage ratio of not greater than 3.50 to 1.00, calculated as the ratio of (i) total funded indebtedness to (ii) trailing twelve-month EBITDA.
Based on MFW's financial performance for FY 2025 and the outstanding balance of approximately $4,200,000, MFW appears to be in compliance with both financial covenants. However, we have not independently verified covenant compliance and recommend confirming the same with HKA and MFW's finance team.
Change-of-Control Provision. The Sentinel credit agreement contains a change-of-control provision that designates the occurrence of a "Change of Control" as an event of default under the facility. Upon the occurrence of a Change of Control, the outstanding indebtedness becomes immediately due and payable, and Sentinel has the right to terminate its revolving commitment. A "Change of Control" is defined in the credit agreement to include any transaction or series of related transactions resulting in the direct or indirect acquisition by any person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) of more than fifty percent (50%) of the voting equity interests of MFW.
C. Analysis and Recommendations
The proposed stock purchase by Solara Fleet Holdings LLC will trigger the change-of-control provision in the Sentinel credit agreement, causing an event of default and rendering the outstanding indebtedness immediately due and payable. However, because the Transaction is being structured on a cash-free, debt-free basis, with all existing indebtedness of MFW to be repaid in full at closing, the change-of-control trigger does not present a substantive obstacle to the Transaction. Rather, the payoff of the Sentinel facility is already contemplated as a closing mechanic.
We recommend the following actions with respect to the Sentinel credit facility:
1. Payoff Letter. Calderwood & Harkness should request a payoff letter from Sentinel Commerce Bank, N.A., to be delivered no later than five (5) business days prior to the anticipated closing date. The payoff letter should confirm: (a) the exact payoff amount as of the anticipated closing date, including all outstanding principal, accrued and unpaid interest, fees, and any other amounts owed; (b) whether any prepayment premiums, early termination fees, or breakage costs apply (we anticipate that none should apply to a revolving credit facility, but this should be confirmed); (c) wire transfer instructions for the payoff remittance; and (d) Sentinel's commitment to deliver UCC-3 termination statements, lien releases, intellectual property security interest releases, and any other instruments necessary to release its security interest in MFW's assets upon receipt of the payoff amount.
2. Coordination with New Lender. The payoff and release of Sentinel's liens must be coordinated with the closing of the new senior secured credit facility being provided by Ironclad National Bank and Ridgeline Commercial Lending Corp. (the "New Credit Facility"), which will provide $175,000,000 in committed financing to support the Transaction. The New Credit Facility will be secured by a first-priority lien on substantially all assets of MFW (and, potentially, other Solara portfolio entities), and it is essential that Sentinel's existing liens are released simultaneously with, or immediately prior to, the perfection of the new lenders' security interest. We recommend coordinating closely with Cascade & Whitfield LLP (Jonathan Mayer, lead partner), acting as counsel to the new lenders, to ensure that the lien release and new lien perfection mechanics are properly sequenced.
3. Confirm Absence of Prepayment Penalties. Revolving credit facilities typically do not include prepayment penalties, as the borrower has the right to repay and re-borrow throughout the term. However, we recommend confirming with HKA that the Sentinel credit agreement does not contain any early termination fee, minimum usage requirement, or other provision that would result in additional costs upon payoff at closing.
4. Covenant Compliance Through Closing. MFW must remain in compliance with the financial covenants and other obligations under the Sentinel credit agreement through the closing date, as a default (other than the change-of-control default triggered at closing) could give rise to remedies by Sentinel that could complicate the Transaction. We recommend that MFW management be reminded of this obligation and that any planned actions that could affect covenant compliance (e.g., significant capital expenditures, payment of dividends or distributions, or incurrence of additional indebtedness) be reviewed in advance of execution.
VI. EXECUTIVE EMPLOYMENT AGREEMENTS
A. Garrett Holliday — Employment Agreement
We have reviewed the Employment Agreement between Meridian FleetWorks, Inc. and Garrett Holliday (VDR Reference: MFW-VDR-011.01), effective as of January 1, 2023. A summary of the key terms is set forth below.
Position and Title. Holliday serves as Co-Founder, Chief Executive Officer, and a member of the Board of Directors of MFW. He reports directly to the Board of Directors and has general supervision and management of the business and affairs of MFW.
Base Salary. Holliday's annual base salary is $425,000, subject to annual review and adjustment by the Board of Directors (or the compensation committee thereof). The employment agreement provides that the base salary may not be reduced below the initial level without Holliday's consent, and any such reduction would constitute "Good Reason" for resignation purposes.
Annual Bonus. Holliday is eligible for an annual performance bonus with a target of 75% of his base salary, equating to a target bonus of $318,750 at the current base salary level. The actual bonus payout is determined by the Board of Directors based on the achievement of board-approved performance objectives, which have historically included a combination of ARR growth, EBITDA margin, customer retention, and product development milestones. The employment agreement provides for a minimum guaranteed bonus of 50% of the target amount in any fiscal year in which MFW achieves at least 80% of its board-approved annual ARR target.
Equity Holdings. Holliday holds 2,800,000 shares of MFW common stock and 400,000 shares of MFW Series A Preferred Stock, for an aggregate of 3,200,000 shares, representing approximately 32.0% of MFW's 10,000,000 fully diluted shares. At the per-share purchase price of $35.00 implied by the $350,000,000 transaction value and 10,000,000 fully diluted shares, Holliday's aggregate equity value is approximately $112,000,000 (3,200,000 × $35.00), subject to adjustment for any Series A liquidation preference or participation rights.
Change-of-Control Severance. The employment agreement provides that if Holliday's employment is terminated without "Cause" or if Holliday resigns for "Good Reason" within twelve (12) months following a Change of Control (a "Qualifying Termination"), Holliday is entitled to the following severance benefits:
(i) a lump-sum cash severance payment equal to twenty-four (24) months of his then-current annual base salary, equating to $850,000 at the current salary level ($425,000 × 2);
(ii) a pro-rated annual bonus for the fiscal year in which the termination occurs, based on actual performance through the date of termination (or, if actual performance cannot be determined, based on the target bonus amount);
(iii) continued coverage under MFW's group health insurance plan (or reimbursement of COBRA premiums) for a period of twenty-four (24) months following the date of termination, or until Holliday obtains substantially equivalent coverage through a subsequent employer, whichever occurs first; and
(iv) full and immediate acceleration of the vesting of any outstanding and unvested equity awards held by Holliday, including stock options, restricted stock, and restricted stock units.
Definition of "Good Reason." The employment agreement defines "Good Reason" to include any of the following events occurring without Holliday's prior written consent: (a) a material diminution in Holliday's title, duties, authority, or reporting structure (including any requirement that Holliday report to any person or body other than the Board of Directors of MFW or its parent entity); (b) a material reduction in Holliday's base salary or target bonus opportunity; (c) a relocation of Holliday's principal place of employment by more than fifty (50) miles from MFW's current headquarters in McLean, Virginia; or (d) a material breach by MFW of any provision of the employment agreement. The Good Reason definition includes a notice and cure mechanism requiring Holliday to provide written notice within sixty (60) days of the occurrence of the Good Reason event and a thirty (30)-day cure period for MFW.
Restrictive Covenants. Holliday is subject to a twelve (12)-month post-termination non-competition covenant restricting him from engaging in, or providing services to, any business that competes with MFW in the fleet management and logistics SaaS market within the United States. Holliday is also subject to a twelve (12)-month post-termination non-solicitation covenant restricting him from soliciting MFW employees and customers. These existing restrictions will be superseded at closing by a new Restrictive Covenant Agreement with a proposed three (3)-year non-competition period, to be negotiated as a closing deliverable.
B. Diana Vasquez-Park — Employment Agreement
We have also reviewed the Employment Agreement between Meridian FleetWorks, Inc. and Diana Vasquez-Park (VDR Reference: MFW-VDR-011.02), effective as of January 1, 2023. The key terms are summarized below.
Position and Title. Vasquez-Park serves as Co-Founder, Chief Technology Officer, and a member of the Board of Directors of MFW. She is responsible for all aspects of MFW's technology strategy, product development, engineering, and information security, and reports directly to the Chief Executive Officer and the Board of Directors.
Base Salary. Vasquez-Park's annual base salary is $385,000, subject to annual review and adjustment by the Board of Directors. As with the Holliday agreement, any material reduction in base salary without consent constitutes "Good Reason."
Annual Bonus. Vasquez-Park is eligible for an annual performance bonus with a target of 60% of her base salary, equating to a target bonus of $231,000 at the current base salary level. Bonus determination is based on board-approved performance objectives, with a heavier weighting toward product development milestones, platform reliability metrics, and technology roadmap execution relative to the CEO's bonus criteria.
Equity Holdings. Vasquez-Park holds 1,600,000 shares of MFW common stock and 200,000 shares of MFW Series A Preferred Stock, for an aggregate of 1,800,000 shares, representing approximately 18.0% of MFW's 10,000,000 fully diluted shares. At the implied per-share purchase price of $35.00, Vasquez-Park's aggregate equity value is approximately $63,000,000 (1,800,000 × $35.00), subject to adjustment for Series A terms.
Change-of-Control Severance. The employment agreement provides that upon a Qualifying Termination (termination without Cause or resignation for Good Reason within twelve (12) months following a Change of Control), Vasquez-Park is entitled to:
(i) a lump-sum cash severance payment equal to eighteen (18) months of her then-current annual base salary, equating to $577,500 at the current salary level ($385,000 × 1.5);
(ii) a pro-rated annual bonus for the fiscal year of termination;
(iii) continued group health insurance coverage (or COBRA reimbursement) for eighteen (18) months following termination, or until alternative coverage is obtained; and
(iv) full and immediate acceleration of the vesting of any outstanding and unvested equity awards.
Definition of "Good Reason." The "Good Reason" definition in Vasquez-Park's employment agreement is substantially similar to the definition in Holliday's agreement, including material diminution in title, duties, or reporting structure; material salary or bonus reduction; relocation beyond fifty (50) miles; and material breach of the employment agreement. The notice and cure mechanics are identical.
Restrictive Covenants. Vasquez-Park is subject to a twelve (12)-month post-termination non-competition covenant and a twelve (12)-month post-termination non-solicitation covenant, on substantially similar terms to those in the Holliday agreement. The existing non-compete will be superseded at closing by a new Restrictive Covenant Agreement with a proposed two (2)-year non-competition period.
C. Analysis and Transaction Considerations
Rollover Arrangement — Holliday. Under the proposed transaction structure, Garrett Holliday is expected to roll over approximately $25,000,000 of his equity value into Solara Fleet Holdings LLC, representing approximately 7.14% of the $350,000,000 aggregate deal value ($25,000,000 ÷ $350,000,000). The rollover is intended to align Holliday's economic incentives with those of the Buyer and the Sponsor post-closing, ensuring that Holliday remains financially motivated to drive the continued growth and performance of MFW. The terms of the rollover — including the form of rolled equity (common units, preferred units, or a combination), the valuation basis, any vesting or lock-up provisions, tag-along and drag-along rights, put/call mechanics, and tax treatment — will need to be negotiated and documented in a separate Rollover Agreement. Holliday's existing employment agreement will also need to be amended or replaced to reflect his revised compensation arrangements, reporting structure, and governance role post-closing.
Vasquez-Park Continuing Role. Diana Vasquez-Park is expected to continue in her CTO role post-closing. As a co-founder and the architect of the FleetCore™ platform, her continued involvement is critical to product continuity, engineering team retention, and the execution of MFW's technology roadmap. Her existing employment agreement should be reviewed for any amendments or replacements needed to align with Solara's standard management arrangements, including any modifications to bonus structure, equity incentive participation (e.g., through a new management incentive plan established by Solara Fleet Holdings LLC), and governance provisions.
Aggregate Severance Exposure. If both Holliday and Vasquez-Park were to experience Qualifying Terminations following the closing (i.e., termination without Cause or resignation for Good Reason within twelve months of the Change of Control), the aggregate change-of-control severance cash cost would be approximately $1,427,500, calculated as follows:
However, because both Holliday and Vasquez-Park are expected to continue in their respective roles post-closing, these severance provisions primarily represent contingent liabilities rather than expected closing costs. The severance exposure should be disclosed in the Transaction cost model and factored into the Buyer's assessment of post-closing employment risk, but it is not expected to result in actual cash expenditure absent a change in the Buyer's plans for either executive.
Section 280G Analysis. The change-of-control severance provisions, combined with the potential acceleration of unvested equity awards and the Holliday rollover arrangement, should be carefully analyzed for potential issues under Section 280G of the Internal Revenue Code. Section 280G imposes a twenty percent (20%) excise tax (under Section 4999) on "excess parachute payments" — generally defined as payments contingent upon a change of control that, in the aggregate, equal or exceed three times the recipient's "base amount" (average annual W-2 compensation over the five calendar years preceding the year of the change of control). If parachute payments are triggered, the company also loses the ability to deduct the excess amounts under Section 280G.
We recommend that Sylvia Hartwell (Calderwood & Harkness tax partner) conduct a preliminary Section 280G analysis for both Holliday and Vasquez-Park to determine: (a) whether any payments or benefits in connection with the Transaction (including severance, bonus acceleration, equity acceleration, and the economic benefit of the rollover arrangement, if applicable) could constitute "excess parachute payments"; (b) the estimated amount of any excise tax exposure; and (c) whether mitigation strategies should be pursued, such as:
• A Section 280G shareholder vote (available because MFW is a private company with no readily tradeable stock), in which MFW's shareholders approve the parachute payments, exempting them from Section 280G treatment;
• Cut-back provisions in the employment agreements or the SPA, providing that parachute payments will be reduced to the extent necessary to avoid triggering the excise tax, but only if the after-tax benefit to the executive would be greater under the cut-back than if the full amount were paid subject to the excise tax (a "best net" or "better of" provision); or
• Restructuring the timing or form of certain payments to reduce or eliminate the parachute payment characterization.
Interaction with Restrictive Covenants. The existing non-competition and non-solicitation covenants in the Holliday and Vasquez-Park employment agreements have a duration of twelve (12) months post-termination. The proposed Restrictive Covenant Agreements to be negotiated as closing deliverables would extend the non-competition period to three (3) years for Holliday and two (2) years for Vasquez-Park. These new agreements will need to supersede and replace the existing employment agreement restrictions in their entirety. The Restrictive Covenant Agreements should be structured as standalone agreements, supported by adequate consideration (which may include the rollover equity, new equity incentive grants, or a separate cash payment), and drafted to be enforceable under Delaware law (MFW's state of incorporation) as well as the laws of any other relevant jurisdictions (including Virginia, where MFW's headquarters is located). Enforceability of post-employment non-competition covenants varies significantly by jurisdiction, and we recommend that the proposed terms be reviewed for compliance with applicable state law requirements.
D. Other Key Employee: Marcus Trahan (CFO)
Marcus Trahan serves as Chief Financial Officer of MFW and holds 150,000 shares of common stock and 80,000 vested stock options under the 2016 Stock Incentive Plan, for a total of 230,000 shares (options plus stock), representing approximately 2.3% of MFW's fully diluted share count. At the implied per-share purchase price of $35.00, Trahan's aggregate equity value (including option cash-out proceeds) is approximately $7,370,000 (150,000 shares × $35.00 = $5,250,000, plus 80,000 options × ($35.00 − $8.50) = $2,120,000).
As of the date of this memorandum, Trahan's employment agreement (or offer letter, as applicable) has not yet been produced in the virtual data room. A diligence request for this document was submitted to HKA on February 12, 2026, and remains outstanding. It is important that Trahan's employment terms be reviewed promptly to identify:
(a) whether Trahan's employment agreement contains change-of-control severance provisions and, if so, the terms and quantum of such provisions;
(b) whether Trahan is subject to any non-competition or non-solicitation covenants, and the duration and scope thereof;
(c) whether Trahan has any special bonus, retention, or incentive arrangements that could be triggered by the Transaction; and
(d) whether there are any provisions relating to guaranteed employment terms, termination notice periods, or other rights that could affect Solara's flexibility in structuring the post-closing management team.
Trahan's continuing involvement post-closing should be discussed with Solara. As CFO, Trahan is expected to play an important role in the transition and post-acquisition integration process, including the preparation of closing financial statements, the establishment of new banking and treasury relationships, the implementation of Solara's financial reporting and controls requirements, and the management of the quality of earnings true-up process. Retention of Trahan through at least the twelve-month period following closing is advisable.
VII. MFW 2016 STOCK INCENTIVE PLAN
A. Overview
The MFW 2016 Stock Incentive Plan (the "Plan") was adopted by MFW's Board of Directors and approved by its shareholders in 2016 (VDR Reference: MFW-VDR-013.01). The Plan authorizes the issuance of equity-based incentive awards to eligible participants, including employees, officers, directors, and consultants of MFW.
Authorized Shares. The Plan reserves 1,300,000 shares of MFW common stock for issuance pursuant to awards granted

MEMORANDUM

I. EXECUTIVE SUMMARY AND PURPOSE

II. MFW MASTER SUBSCRIPTION AGREEMENT (STANDARD FORM)

VI. EXECUTIVE EMPLOYMENT AGREEMENTS

VII. MFW 2016 STOCK INCENTIVE PLAN

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