1041-00004 · Solara Digital Infrastructure LP · Engagement

client-id-aml-memo.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP 277 Park Avenue, 45th Floor New York, New York 10172

INTERNAL MEMORANDUM — CONFIDENTIAL / ATTORNEY WORK PRODUCT

This memorandum constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine. It is prepared for internal firm use only in connection with the evaluation of client identification and anti-money laundering compliance obligations. Distribution outside the firm is strictly prohibited without the express written authorization of the Responsible Partner.

February 10, 2026

TO: James Prentice, Responsible Partner (Mergers & Acquisitions) Sandra Tung, Billing Partner (Mergers & Acquisitions)

FROM: Naomi Petersen, Associate (Mergers & Acquisitions)

RE: Client Identification and Anti-Money Laundering / Know Your Client Review — Solara Digital Infrastructure LP and Related Entities

Matter No.: 1041-00004 Engagement Ref.: 1041-00004 Transaction Code Name: Project Trident

1. Purpose and Scope

1.1 Purpose

This memorandum documents the client identification, beneficial ownership determination, and anti-money laundering / know-your-client ("AML/KYC") review performed in connection with the engagement of Calderwood & Harkness LLP (the "Firm") by Solara Digital Infrastructure LP ("Solara" or the "Client") in the matter of the proposed acquisition (the "Transaction") of all of the outstanding shares of capital stock of Meridian FleetWorks, Inc. ("MFW" or the "Target"), a Delaware corporation headquartered in McLean, Virginia. The Transaction is internally referred to under the code name "Project Trident."

The purpose of this review is to ensure that the Firm's acceptance of the engagement and its continued representation of the Client comply with the Firm's internal AML/KYC Policy (as revised and currently in effect), applicable provisions of the USA PATRIOT Act (Title III), regulations promulgated by the U.S. Department of the Treasury's Financial Crimes Enforcement Network ("FinCEN"), guidance issued by the American Bar Association Standing Committee on Ethics and Professional Responsibility, and the New York Rules of Professional Conduct, as well as other applicable federal, state, and international regulatory requirements pertaining to the prevention of money laundering, terrorist financing, and sanctions evasion.

1.2 Scope

The scope of this review encompasses the following:

(a) Engaging Client Entity: Solara Digital Infrastructure LP, the limited partnership that has retained the Firm to represent its interests in connection with the Transaction;

(b) General Partner: Solara Digital Infrastructure GP LLC, which serves as the general partner of Solara Digital Infrastructure LP and manages the affairs of the Solara fund platform;

(c) Investment Vehicle: Solara Fund III, LP ("Fund III"), the specific investment fund from which the equity contribution for the Transaction will be sourced;

(d) Acquisition Vehicle: Solara Fleet Holdings LLC, the newly formed Delaware limited liability company that will serve as the direct purchaser of the Target's stock (to be formed; AML/KYC review to be supplemented upon formation);

(e) Beneficial Owners and Key Principals: Identification and verification of all individuals who, directly or indirectly, own twenty-five percent (25%) or more of the equity interests of the Client entity, as well as any individual who exercises significant management control over the Client entity;

(f) OFAC / Sanctions Screening: Screening of all identified client entities, beneficial owners, and key principals against applicable U.S. and international sanctions and watchlists;

(g) Politically Exposed Person ("PEP") Screening: Screening of all identified beneficial owners and key principals against international PEP databases;

(h) Adverse Media and Reputational Screening: Review of publicly available media, regulatory enforcement databases, and litigation records for adverse or reputational information concerning the Client entities and their key principals;

(i) Source of Funds Assessment: Evaluation of the source and nature of funds to be deployed in the Transaction;

(j) Transaction Counterparty Screening: OFAC and sanctions screening of principal non-client counterparties to the Transaction as part of the Firm's risk management procedures; and

(k) Risk Classification: Assignment of an overall AML/KYC risk rating to the engagement.

1.3 Engagement Timeline

The Firm's engagement letter for this matter was executed on February 10, 2026, by Claire Nakamura on behalf of Solara Digital Infrastructure LP. An advance retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000.00) was received by the Firm on February 12, 2026, via wire transfer from the Client's operating account at Greaves Bancorp, Account No. ending in 4817. The matter was formally opened in the Firm's matter management system on February 18, 2026, following execution of the Letter of Intent by the parties to the Transaction (reference LOI-MFW-2026-0218).

The AML/KYC review documented in this memorandum was commenced on February 10, 2026, concurrent with execution of the engagement letter, and completed as of the date hereof. As noted throughout this memorandum, the review will be supplemented upon the formation of Solara Fleet Holdings LLC and updated as necessary through the anticipated closing of the Transaction.

2. Client Entity Identification

The following sections set forth the identifying information obtained and verified with respect to each of the entities that comprise the client group for purposes of this engagement.

2.1 Solara Digital Infrastructure LP (Engaging Client)

Solara Digital Infrastructure LP is the engaging client for purposes of this matter. The entity was organized as a Delaware limited partnership in 2018 and maintains its principal office in Wilmington, Delaware. Solara operates as a middle-market private equity sponsor with a focus on asset management platforms, enterprise software, and software-as-a-service ("SaaS") businesses. As of the date of this memorandum, Solara manages approximately $4.2 billion in committed capital across three funds: Solara Fund I, LP (vintage 2018, fully invested), Solara Fund II, LP (vintage 2021, substantially invested), and Solara Fund III, LP (vintage 2024, in its active investment period). Solara's Certificate of Limited Partnership was obtained from the Delaware Secretary of State and is maintained in the client file as Appendix E. A Certificate of Good Standing dated February 2026 was obtained and is maintained as Appendix H.

Solara is not registered as an investment adviser with the U.S. Securities and Exchange Commission ("SEC") or any state securities authority, nor is it registered as a broker-dealer with the Financial Industry Regulatory Authority ("FINRA"). The Firm has been advised that Solara operates under the private fund adviser exemption set forth in Section 203(m) of the Investment Advisers Act of 1940, as amended, and that each of its funds qualifies for the exemption from registration under Section 3(c)(7) of the Investment Company Act of 1940.

2.2 Solara Digital Infrastructure GP LLC (General Partner)

Solara Digital Infrastructure GP LLC is a Delaware limited liability company that serves as the general partner of Solara Digital Infrastructure LP and, in that capacity, manages the business and affairs of the Solara fund platform, including exercising investment decision-making authority with respect to each of the Solara funds. The managing members of Solara Digital Infrastructure GP LLC are Viktor Sorensen and Claire Nakamura, whose biographical details and beneficial ownership information are set forth in Section 3 below. The Certificate of Formation was obtained from the Delaware Secretary of State and is maintained in the client file as Appendix G. A Certificate of Good Standing dated February 2026 was obtained and is maintained as Appendix H.

2.3 Solara Fund III, LP (Investment Vehicle)

Solara Fund III, LP is the specific investment vehicle from which the equity contribution for the proposed acquisition of Meridian FleetWorks, Inc. will be funded. Fund III was formed as a Delaware limited partnership in 2024 and is currently in its active investment period. The fund has approximately $1.85 billion in aggregate committed capital from its limited partners. Solara Digital Infrastructure GP LLC serves as the general partner of Fund III and exercises full investment discretion over the fund's capital.

Fund III's role in the Transaction is as follows: Fund III will contribute equity capital of approximately $175,000,000 to capitalize Solara Fleet Holdings LLC, the newly formed Delaware LLC that will serve as the direct purchaser of all outstanding shares of common stock of the Target. Fund III will be the sole member of Solara Fleet Holdings LLC. Capital calls to fund the equity contribution will be made to Fund III's limited partners in accordance with the terms and conditions of the Fund III Amended and Restated Agreement of Limited Partnership (the "Fund III LPA"). The Certificate of Limited Partnership was obtained from the Delaware Secretary of State and is maintained in the client file as Appendix F. A Certificate of Good Standing dated February 2026 was obtained and is maintained as Appendix H.

2.4 Solara Fleet Holdings LLC (Acquisition Vehicle — To Be Formed)

Solara Fleet Holdings LLC has not yet been formed as of the date of this memorandum. Upon formation, it will be organized as a Delaware limited liability company and will be a wholly-owned subsidiary of Solara Fund III, LP. It will serve as the "Buyer" under the definitive Stock Purchase Agreement to be negotiated and executed by the parties in connection with the Transaction. Upon formation of Solara Fleet Holdings LLC, this memorandum will be supplemented to include the entity's formation details, Delaware file number, EIN, and any additional AML/KYC review required under the Firm's policies.

3. Beneficial Ownership Identification

3.1 Methodology

The beneficial ownership determination set forth in this Section 3 was conducted in accordance with the Calderwood & Harkness LLP Internal AML/KYC Policy (current edition, effective January 1, 2025) (the "Policy"). The Policy requires identification and verification of the identity of all individuals who, directly or indirectly:

(a) own twenty-five percent (25%) or more of the equity interests of the client entity (the "Ownership Prong"); or

(b) exercise significant management control over the client entity, including any individual who has the authority to direct or substantially influence the management, policies, or operations of the client entity (the "Control Prong").

These thresholds and criteria are consistent with the requirements of the FinCEN Customer Due Diligence Rule (31 C.F.R. § 1010.230) as applied by analogy to legal service providers, as well as with guidance issued by the American Bar Association.

The beneficial ownership determination was conducted by tracing ownership through the limited partnership and general partner structure of the Client entities. Specifically, because Solara Digital Infrastructure LP and Solara Fund III, LP are limited partnerships, beneficial ownership was traced to the managing members of the general partner, Solara Digital Infrastructure GP LLC, who exercise management control over both the engaging client and the investment vehicle.

Information was obtained through the following sources:

(i) Client representations contained in the Firm's Client Identification Questionnaire ("CIQ"), completed by Claire Nakamura on behalf of the Client on February 8, 2026;

(ii) Review of formation documents, including the Certificates of Limited Partnership and the Certificate of Formation, obtained from the Delaware Secretary of State;

(iii) Review of government-issued identification for each identified beneficial owner (copies retained in the secure client file as Appendix A);

(iv) Independent verification through publicly available databases and commercial screening tools; and

(v) Oral representations made by Claire Nakamura to the undersigned during the intake call held on February 7, 2026.

3.2 Identified Beneficial Owners / Key Principals

Based on the methodology described above, two individuals have been identified as beneficial owners and key principals of the Client entities: Viktor Sorensen and Claire Nakamura. Their details are set forth below.

3.2.1 Viktor Sorensen

Viktor Sorensen is a co-founder of the Solara fund platform and serves as its Managing Partner. In that capacity, he is a managing member of Solara Digital Infrastructure GP LLC and exercises primary management control over the operations and investment activities of Solara Digital Infrastructure LP and each of the Solara funds, including Fund III. Based on representations made by the Client in the CIQ, Mr. Sorensen's indirect beneficial ownership interest in the general partner exceeds the twenty-five percent (25%) ownership threshold established by the Policy. His identity was verified through review of his U.S. passport, a copy of which has been retained in the secure client file (Appendix A). His date of birth was collected and is maintained on file but is not reproduced in this memorandum for data privacy purposes, consistent with the Firm's document retention and privacy protocols.

3.2.2 Claire Nakamura

Claire Nakamura is a senior partner at Solara and serves as the Head of Software Investing. She is a managing member of Solara Digital Infrastructure GP LLC and, in that capacity, exercises significant management authority over the Solara fund platform. Ms. Nakamura has been designated by the Client as the lead principal for the Project Trident acquisition and is the Firm's primary day-to-day contact for the engagement. Although the Client has not disclosed the specific percentage of her ownership interest in the general partner, Ms. Nakamura has been identified as a control person who exercises significant management authority over the Client entities, satisfying the Control Prong of the Policy. Her identity was verified through review of her U.S. passport, a copy of which has been retained in the secure client file (Appendix A). Her date of birth was collected and is maintained on file but is not reproduced in this memorandum for data privacy purposes.

3.3 Limited Partners of Fund III

Solara Fund III, LP has numerous institutional and individual limited partners. The Firm's AML/KYC Policy provides that the limited partners of a private equity fund are not separately identified as clients or beneficial owners for purposes of the Firm's AML/KYC review unless such limited partners exercise management control over the fund or hold twenty-five percent (25%) or more of the committed capital of the fund. Solara has represented in the CIQ that no individual limited partner of Fund III holds twenty-five percent (25%) or more of the committed capital of the fund. Accordingly, the limited partners of Fund III are not separately identified in this memorandum.

The Client has represented that the limited partner base of Fund III consists primarily of institutional investors, including public and private pension funds, university endowments, sovereign wealth funds, insurance companies, and fund-of-funds vehicles. Specific identities of the limited partners are maintained by Solara in its investor records and are available upon request if the Firm determines that further review is warranted at any time during the engagement.

4. OFAC / Sanctions Screening

4.1 Scope of Screening

OFAC and sanctions screening was conducted in accordance with the Firm's AML/KYC Policy using the Firm's standard commercial compliance screening platform (Quillon Software, Refinitiv/Tarrant Industries). All client entities and identified beneficial owners and key principals were screened against the following U.S. and international sanctions and watchlists:

(a) U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC) — Specially Designated Nationals and blocked Persons List (the "SDN List");

(b) OFAC Sectoral Sanctions Identifications (SSI) List — identifying persons operating in designated sectors of the economies of certain sanctioned countries;

(c) OFAC Non-SDN Consolidated Sanctions List — including the Foreign Sanctions Evaders List, the Palestinian Legislative Council List, the List of Foreign Financial Institutions Subject to Correspondent Account or Payable-Through Account Sanctions, and the Non-SDN Menu-Based Sanctions List;

(d) Bureau of Industry and Security (BIS) Entity List and Denied Persons List — maintained by the U.S. Department of Commerce;

(e) United Nations Security Council Consolidated Sanctions List — including all current sanctions regimes administered by the U.N. Security Council; and

(f) European Union Consolidated List of Persons, Groups and Entities Subject to Financial Sanctions — maintained by the European Commission.

The screening was performed as of February 10, 2026. Printouts of the screening results from the Firm's compliance screening platform have been retained in the client file as Appendix B.

4.2 Entities and Individuals Screened

The following entities and individuals were screened against all of the databases identified in Section 4.1 above:

1. Solara Digital Infrastructure LP

2. Solara Digital Infrastructure GP LLC

3. Solara Fund III, LP

4. Viktor Sorensen

5. Claire Nakamura

Screening was conducted using full legal names, known aliases and short names, registered addresses, and, for individuals, dates of birth where available, in order to ensure comprehensive coverage and to minimize the risk of false negatives.

4.3 Results

No matches were identified. All screened entities and individuals returned clear results across all databases listed in Section 4.1 as of February 10, 2026. No potential matches, partial matches, or "hits" requiring further investigation or resolution were identified. Based on these results, no further action is required at this time with respect to OFAC and sanctions compliance.

The Firm's AML/KYC Policy requires that sanctions screening be refreshed at each significant milestone in the engagement (including, at a minimum, upon formation of the acquisition vehicle and at closing of the Transaction), and this memorandum will be supplemented accordingly.

5. Politically Exposed Persons (PEP) Screening

5.1 Scope

Politically Exposed Person screening was conducted using the Firm's standard commercial compliance screening platform (Quillon Software, Refinitiv/Tarrant Industries) against international PEP definitions. For purposes of this review, a "Politically Exposed Person" includes any individual who is or has been entrusted with a prominent public function, including but not limited to heads of state, senior government officials, senior judicial officials, senior military officials, senior executives of state-owned enterprises, and officials of international organizations, as well as their family members and known close associates. The definitions applied are consistent with the guidance of the Financial Action Task Force ("FATF"), the U.S. Department of the Treasury, and the Firm's AML/KYC Policy.

5.2 Individuals Screened

The following individuals were screened for PEP status:

1. Viktor Sorensen

2. Claire Nakamura

5.3 Results

No PEP status was identified. Neither Viktor Sorensen nor Claire Nakamura is identified as a current or former politically exposed person, a family member of a PEP, or a close associate of a PEP based on the results of the screening conducted on February 10, 2026. Printouts of the PEP screening results have been retained in the client file as Appendix C.

Based on these results, no enhanced due diligence is required on PEP grounds. The Firm will re-screen the identified beneficial owners for PEP status at subsequent engagement milestones in accordance with the Firm's standard procedures.

6. Adverse Media and Reputational Screening

6.1 Scope

Adverse media and reputational screening was conducted using the Firm's standard commercial compliance screening platform (Quillon Software, Refinitiv/Tarrant Industries), supplemented by open-source research conducted through Sundial Solutions, Westmark Data Systems, PACER, and targeted internet searches. The screening covered the following categories of adverse information:

(a) Negative or adverse news media coverage, including allegations or reports of financial crime, fraud, corruption, bribery, tax evasion, or other criminal conduct;

(b) Regulatory enforcement actions, consent orders, cease-and-desist orders, civil monetary penalties, or other disciplinary actions by federal, state, or foreign regulatory authorities;

(d) Civil litigation involving allegations of fraud, breach of fiduciary duty, securities violations, or other conduct relevant to reputational risk;

(e) Bankruptcy filings or insolvency proceedings; and

(f) Any other information that, in the judgment of the reviewing attorney, could give rise to reputational, legal, or regulatory risk to the Firm in connection with the engagement.

6.2 Entities and Individuals Screened

The following entities and individuals were screened for adverse media and reputational concerns:

1. Solara Digital Infrastructure LP

2. Solara Digital Infrastructure GP LLC

3. Solara Fund III, LP

4. Viktor Sorensen

5. Claire Nakamura

6.3 Results

No adverse findings were identified. No material negative press, regulatory enforcement actions, criminal proceedings, civil litigation involving allegations of fraud or misconduct, bankruptcy filings, or other reputational concerns were identified in connection with any of the screened entities or individuals as of February 10, 2026. A summary of the adverse media search results has been retained in the client file as Appendix D.

Media coverage of Solara Digital Infrastructure LP and its principals identified in the course of the screening was limited to routine industry coverage of the firm's investment activities, fundraising announcements, and portfolio company developments, none of which contained any adverse or concerning information. No further action is required at this time.

7. Source of Funds

7.1 Transaction Funding

The proposed acquisition of Meridian FleetWorks, Inc. has an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price"). The funding structure for the Transaction is summarized as follows:

The commitment letter for the debt financing was executed on February 14, 2026, reference CL-INB-2026-0214, by Ironclad National Bank, N.A. (as administrative agent and sole lead arranger) and Ridgeline Commercial Lending Corp. (as co-lender). The debt financing comprises a $125,000,000 Term Loan A facility and a $50,000,000 Revolving Credit Facility. The revolving credit facility is expected to remain undrawn at closing and is being established to provide working capital and general corporate liquidity for the Target following the acquisition.

Garrett Holliday, the Co-Founder and Chief Executive Officer of Meridian FleetWorks, Inc., has agreed to roll over approximately $25,000,000 in equity value into the post-acquisition entity (Solara Fleet Holdings LLC), thereby reducing the net cash consideration payable to selling shareholders at closing to approximately $325,000,000. The terms and conditions of Mr. Holliday's rollover will be documented in a separate Rollover Agreement to be negotiated and executed by the parties in connection with the Transaction.

7.2 Assessment

The source of funds for the Transaction is consistent with ordinary course private equity fund operations and does not present any unusual or suspicious characteristics. The equity contribution will be funded from committed capital of Fund III through capital calls to Fund III's institutional limited partner base, which is a standard and well-understood mechanism in the private equity industry. The debt financing is being provided by two established, regulated financial institutions: Ironclad National Bank, N.A., a national banking association organized under the laws of the United States and regulated by the Office of the Comptroller of the Currency ("OCC"), and Ridgeline Commercial Lending Corp., a Massachusetts lending corporation regulated by the Massachusetts Division of Banks. Both institutions are subject to comprehensive AML/KYC and Bank Secrecy Act compliance obligations in their own right.

No indicators of money laundering, terrorist financing, tax evasion, sanctions evasion, or other illicit financial activity have been identified in connection with the Transaction's funding structure. The source of funds assessment is rated as satisfactory.

8. Transaction Counterparties Screening (Non-Client Parties)

8.1 Overview

Although the following entities and individuals are not clients of the Firm, the Firm's AML/KYC Policy and risk management procedures require that principal counterparties to a transaction in which the Firm is engaged be screened against OFAC and sanctions lists to the extent reasonably practicable. This screening is conducted to mitigate the risk that the Firm's legal services could be used, directly or indirectly, to facilitate transactions involving sanctioned persons or entities.

The following counterparty screening was performed as of February 10, 2026, using the same commercial compliance screening platform and databases described in Section 4.1 above.

8.2 Parties Screened

The following principal counterparties to the proposed Transaction were screened:

8.3 Results

No matches were identified. All screened counterparties returned clear results across all OFAC and sanctions databases as of February 10, 2026. No potential matches, partial matches, or "hits" requiring further investigation or resolution were identified. Based on these results, no further action is required at this time with respect to counterparty sanctions screening.

The Firm notes that this counterparty screening is conducted as a risk management measure and does not constitute a representation or warranty by the Firm to any party regarding the sanctions compliance status of any non-client entity or individual.

9. Conflict of Interest Cross-Reference

Reference is made to the New-Matter Memorandum and Conflict Check Clearance Memo dated February 9, 2026 (Matter No. 1041-00004), prepared by the Firm's Conflicts Department and reviewed by the undersigned, which confirmed that no conflicts of interest exist with respect to the Firm's representation of Solara Digital Infrastructure LP in connection with the Transaction. The conflict check encompassed all known parties to the Transaction, including the Target, its shareholders, officers, and directors, the debt financing parties, and other relevant counterparties.

The conflict check identified one matter requiring disclosure: the Firm previously represented Ironclad National Bank, N.A. in an unrelated 2024 matter involving a syndicated loan facility (Matter No. 1041-00004). That prior representation has been concluded, and the subject matter of the prior engagement is unrelated to the Transaction. A conflict waiver was obtained from the Client, and the conflict was cleared in accordance with the Firm's conflict resolution procedures. The relevant waiver correspondence is maintained in the conflict check file.

The findings of the AML/KYC review documented herein are consistent with the conflict check findings, and no additional conflicts or concerns were identified through the AML/KYC review process.

10. Risk Classification

10.1 Overall AML/KYC Risk Rating

Based on the totality of the review documented in this memorandum, the overall AML/KYC risk rating assigned to this engagement is:

LOW

10.2 Rationale

The LOW risk classification is based on the following factors, evaluated in accordance with the risk assessment criteria set forth in the Firm's AML/KYC Policy:

(a) Client Profile: The Client is a well-established, U.S.-domiciled private equity fund sponsor with approximately $4.2 billion in committed capital across three funds and a track record of institutional-quality operations. The Client's business model, investment strategy, and organizational structure are consistent with those of a mainstream middle-market private equity firm.

(b) Beneficial Owners: The identified beneficial owners and key principals — Viktor Sorensen and Claire Nakamura — are United States citizens residing in the United States. Neither individual has been identified as a PEP, a sanctions-listed person, or a subject of adverse media or regulatory enforcement action.

(c) OFAC / Sanctions Screening: All client entities, beneficial owners, and key principals returned clear results across all screened OFAC and international sanctions databases.

(d) PEP Screening: Neither identified beneficial owner is a current or former PEP, a family member of a PEP, or a close associate of a PEP.

(e) Adverse Media: No adverse media findings, regulatory enforcement actions, criminal proceedings, or reputational concerns were identified for any screened entity or individual.

(f) Source of Funds: The source of funds for the Transaction is institutional capital calls to the limited partners of Fund III and regulated bank debt financing provided by Ironclad National Bank, N.A. and Ridgeline Commercial Lending Corp. Both sources are consistent with ordinary course private equity fund operations and do not present any unusual or suspicious characteristics.

(g) Transaction Counterparties: All principal non-client counterparties to the Transaction are U.S.-domiciled entities and individuals with clear sanctions screening results.

(h) CFIUS Considerations: No Committee on Foreign Investment in the United States ("CFIUS") concerns have been identified. All parties to the Transaction are U.S.-domiciled, and no foreign person (as defined in the CFIUS regulations at 31 C.F.R. Part 800) is known to be involved in the Transaction in a capacity that would trigger a CFIUS filing obligation or voluntary notice recommendation.

(i) Absence of Red Flags: No indicators of money laundering, terrorist financing, sanctions evasion, or other illicit financial activity have been identified at any stage of the review.

10.3 Enhanced Due Diligence

Based on the LOW risk classification, no enhanced due diligence measures are required at this time beyond the standard procedures documented in this memorandum.

10.4 Ongoing Monitoring

In accordance with the Firm's AML/KYC Policy, the Client entities and identified beneficial owners will be subject to standard periodic re-screening at the following intervals and milestones:

(a) Upon formation of Solara Fleet Holdings LLC (anticipated within thirty (30) days of the date of this memorandum);

(b) At signing of the definitive Stock Purchase Agreement;

(d) Annually during the pendency of the engagement, or more frequently if circumstances warrant.

Any material changes in the ownership, control, or composition of the Client entities, or any new information that could affect the risk classification, should be reported promptly to the Responsible Partner for evaluation and, if necessary, escalation in accordance with the Firm's procedures.

11. Conclusion and Sign-Off

Based on the comprehensive review documented in this memorandum, the client identification, beneficial ownership determination, OFAC/sanctions screening, PEP screening, adverse media review, source of funds assessment, and transaction counterparty screening for Solara Digital Infrastructure LP, Solara Digital Infrastructure GP LLC, and Solara Fund III, LP have been completed satisfactorily and in accordance with the Firm's AML/KYC Policy and applicable regulatory requirements.

No impediments to the engagement have been identified from an AML/KYC perspective. The overall risk classification for this engagement is LOW, and no enhanced due diligence measures are required at this time.

This memorandum will be supplemented upon formation of Solara Fleet Holdings LLC (EIN to be obtained) and updated as necessary through closing of the proposed Transaction. All supporting documentation referenced herein is maintained in the secure client file for Matter No. 1041-00004 in accordance with the Firm's document retention policies.

Prepared by:

________________________________________

Naomi Petersen Associate, Mergers & Acquisitions Calderwood & Harkness LLP

Date: February 10, 2026

Reviewed and Approved by:

________________________________________

James Prentice Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP

Date: February 10, 2026

Appendices (Referenced but Not Reproduced)

The following appendices are referenced in this memorandum and are maintained in the secure client file for Matter No. 1041-00004. They are not attached to or reproduced in this memorandum for the reasons indicated below.

Appendix A: Copies of Government-Issued Identification (Viktor Sorensen; Claire Nakamura) — Maintained in the secure client file in accordance with the Firm's data privacy and document retention protocols. Not attached to this memorandum for data privacy purposes. Access restricted to authorized personnel.

Appendix B: OFAC/Sanctions Screening Reports — Printouts from the Firm's commercial compliance screening platform (Quillon Software, Refinitiv/Tarrant Industries), dated February 10, 2026, documenting the results of the OFAC and sanctions screening described in Section 4 of this memorandum.

Appendix C: PEP Screening Reports — Printouts from the Firm's commercial compliance screening platform (Quillon Software, Refinitiv/Tarrant Industries), dated February 10, 2026, documenting the results of the PEP screening described in Section 5 of this memorandum.

Appendix D: Adverse Media Search Results Summary — Summary report documenting the results of the adverse media and reputational screening described in Section 6 of this memorandum, including search parameters, databases queried, and findings.

Appendix E: Solara Digital Infrastructure LP — Certificate of Limited Partnership, as filed with the Delaware Secretary of State.

Appendix F: Solara Fund III, LP — Certificate of Limited Partnership, as filed with the Delaware Secretary of State.

Appendix G: Solara Digital Infrastructure GP LLC — Certificate of Formation, as filed with the Delaware Secretary of State.

Appendix H: Good Standing Certificates — Certificates of Good Standing for Solara Digital Infrastructure LP, Solara Fund III, LP, and Solara Digital Infrastructure GP LLC, each issued by the Delaware Secretary of State and obtained in February 2026.

CONFIDENTIAL — ATTORNEY WORK PRODUCT — DO NOT DISTRIBUTE Calderwood & Harkness LLP	Matter No. 1041-00004	Engagement Ref. 1041-00004	Project Trident
Field	Detail
Full Legal Name	Solara Digital Infrastructure LP
Short Name / Commonly Known As	Solara; SDILP
Entity Type	Limited Partnership
Jurisdiction of Formation	State of Delaware
Delaware File Number	7204918
Employer Identification Number (EIN)	82-4710368
Date of Formation	2018
Principal Office Address	1200 Market Street, Suite 2400, Wilmington, Delaware 19801
Nature of Business	Middle-market private equity sponsor focused on asset management and software/SaaS investments; approximately $4.2 billion in committed capital across three funds
General Partner	Solara Digital Infrastructure GP LLC (see Section 2.2 below)
Regulatory Status	Not a registered investment adviser or broker-dealer; operates under applicable private fund exemptions pursuant to Section 3(c)(7) of the Investment Company Act of 1940, as amended
Good Standing	Confirmed in good standing with the Delaware Secretary of State as of February 2026 (Certificate of Good Standing attached as Appendix H)
Field	Detail
Full Legal Name	Solara Digital Infrastructure GP LLC
Entity Type	Limited Liability Company
Jurisdiction of Formation	State of Delaware
Principal Office Address	1200 Market Street, Suite 2400, Wilmington, Delaware 19801
Role	Serves as the general partner of Solara Digital Infrastructure LP and manages the affairs of the Solara fund platform
Managing Members / Key Principals	Viktor Sorensen (Managing Partner) and Claire Nakamura (Partner, Head of Software Investing)
Good Standing	Confirmed in good standing with the Delaware Secretary of State as of February 2026 (Certificate of Good Standing attached as Appendix H)
Field	Detail
Full Legal Name	Solara Fund III, LP
Short Name	Fund III

Entity Type	Limited Partnership
Jurisdiction of Formation	State of Delaware
Employer Identification Number (EIN)	84-6239017
Principal Office Address	1200 Market Street, Suite 2400, Wilmington, Delaware 19801
Committed Capital	Approximately $1.85 billion
General Partner	Solara Digital Infrastructure GP LLC
Good Standing	Confirmed in good standing with the Delaware Secretary of State as of February 2026 (Certificate of Good Standing attached as Appendix H)
Field	Detail
Full Legal Name	Solara Fleet Holdings LLC
Entity Type	Limited Liability Company (to be formed)
Jurisdiction of Formation	Delaware (anticipated)
Employer Identification Number (EIN)	To be obtained upon formation
Role	To be organized as a wholly-owned subsidiary of Solara Fund III, LP; will serve as the direct stock purchaser in the acquisition of Meridian FleetWorks, Inc.
Field	Detail
Full Name	Viktor Sorensen
Title	Managing Partner, Solara Digital Infrastructure LP
Role	Co-founder and senior managing principal of Solara; exercises primary management control over the Solara fund platform through his role as a managing member of Solara Digital Infrastructure GP LLC
Residence	Wilmington, Delaware (confirmed via documentation provided)
Citizenship	United States
Date of Birth	Collected and on file (not reproduced herein for data privacy purposes)
Government-Issued ID	Reviewed — U.S. passport (copy retained in secure client file; see Appendix A)
Ownership Interest	Indirect beneficial ownership interest in Solara Digital Infrastructure LP and Solara Fund III, LP through his managing member interest in Solara Digital Infrastructure GP LLC; specific percentage not disclosed but exceeds 25% threshold based on representations from client
Field	Detail
Full Name	Claire Nakamura
Title	Partner, Head of Software Investing, Solara Digital Infrastructure LP

Role	Senior partner responsible for software and SaaS sector investments; managing member of Solara Digital Infrastructure GP LLC; serves as lead principal for the Project Trident acquisition
Residence	New York, New York (confirmed via documentation provided)
Citizenship	United States
Date of Birth	Collected and on file (not reproduced herein for data privacy purposes)
Government-Issued ID	Reviewed — U.S. passport (copy retained in secure client file; see Appendix A)
Ownership Interest	Indirect beneficial ownership interest in Solara Digital Infrastructure LP and Solara Fund III, LP through her managing member interest in Solara Digital Infrastructure GP LLC; specific percentage not disclosed but identified as a control person exercising significant management authority
Source	Amount	Description
Equity Contribution (Fund III)	$175,000,000	Capital contribution from Solara Fund III, LP, to be funded through capital calls to Fund III limited partners pursuant to the Fund III LPA
Senior Secured Term Loan A	$125,000,000	Senior secured term loan facility provided by Ironclad National Bank, N.A. (as administrative agent and sole lead arranger) and Ridgeline Commercial Lending Corp. (as co-lender)
Revolving Credit Facility	$50,000,000	Revolving credit facility (expected to be undrawn at closing) provided by Ironclad National Bank, N.A. and Ridgeline Commercial Lending Corp.
Management Rollover Equity	~$25,000,000	Equity rollover by Garrett Holliday, Co-Founder and CEO of MFW, into Solara Fleet Holdings LLC
Total Sources	~$350,000,000
Party	Description
Meridian FleetWorks, Inc.	Target company; Delaware corporation; EIN 47-3891205; 8750 Westpark Drive, Suite 600, McLean, VA 22102
Garrett Holliday	Co-Founder, CEO & Director, MFW; McLean, Virginia
Diana Vasquez-Park	Co-Founder, CTO & Director, MFW; Austin, Texas
Marcus Trahan	CFO, MFW
Pinnacle Bluff Ventures LLC	Institutional shareholder of MFW; Virginia LLC; EIN 54-2086471; 4401 Fair Lakes Court, Suite 300, Fairfax, VA 22033
Douglas Irwin	Managing Member, Pinnacle Bluff Ventures LLC
Ironclad National Bank, N.A.	Lead arranger and administrative agent for the debt financing; 200 Liberty Street, New York, NY 10281
Ridgeline Commercial Lending Corp.	Co-lender under the senior secured credit facility; 101 Federal Street, Suite 2800, Boston, MA 02110

CALDERWOOD & HARKNESS LLP 277 Park Avenue, 45th Floor New York, New York 10172
INTERNAL MEMORANDUM — CONFIDENTIAL / ATTORNEY WORK PRODUCT
This memorandum constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine. It is prepared for internal firm use only in connection with the evaluation of client identification and anti-money laundering compliance obligations. Distribution outside the firm is strictly prohibited without the express written authorization of the Responsible Partner.
February 10, 2026
TO: James Prentice, Responsible Partner (Mergers & Acquisitions) Sandra Tung, Billing Partner (Mergers & Acquisitions)
FROM: Naomi Petersen, Associate (Mergers & Acquisitions)
RE: Client Identification and Anti-Money Laundering / Know Your Client Review — Solara Digital Infrastructure LP and Related Entities
Matter No.: 1041-00004 Engagement Ref.: 1041-00004 Transaction Code Name: Project Trident
1. Purpose and Scope
1.1 Purpose
This memorandum documents the client identification, beneficial ownership determination, and anti-money laundering / know-your-client ("AML/KYC") review performed in connection with the engagement of Calderwood & Harkness LLP (the "Firm") by Solara Digital Infrastructure LP ("Solara" or the "Client") in the matter of the proposed acquisition (the "Transaction") of all of the outstanding shares of capital stock of Meridian FleetWorks, Inc. ("MFW" or the "Target"), a Delaware corporation headquartered in McLean, Virginia. The Transaction is internally referred to under the code name "Project Trident."
The purpose of this review is to ensure that the Firm's acceptance of the engagement and its continued representation of the Client comply with the Firm's internal AML/KYC Policy (as revised and currently in effect), applicable provisions of the USA PATRIOT Act (Title III), regulations promulgated by the U.S. Department of the Treasury's Financial Crimes Enforcement Network ("FinCEN"), guidance issued by the American Bar Association Standing Committee on Ethics and Professional Responsibility, and the New York Rules of Professional Conduct, as well as other applicable federal, state, and international regulatory requirements pertaining to the prevention of money laundering, terrorist financing, and sanctions evasion.
1.2 Scope
The scope of this review encompasses the following:
(a) Engaging Client Entity: Solara Digital Infrastructure LP, the limited partnership that has retained the Firm to represent its interests in connection with the Transaction;
(b) General Partner: Solara Digital Infrastructure GP LLC, which serves as the general partner of Solara Digital Infrastructure LP and manages the affairs of the Solara fund platform;
(c) Investment Vehicle: Solara Fund III, LP ("Fund III"), the specific investment fund from which the equity contribution for the Transaction will be sourced;
(d) Acquisition Vehicle: Solara Fleet Holdings LLC, the newly formed Delaware limited liability company that will serve as the direct purchaser of the Target's stock (to be formed; AML/KYC review to be supplemented upon formation);
(e) Beneficial Owners and Key Principals: Identification and verification of all individuals who, directly or indirectly, own twenty-five percent (25%) or more of the equity interests of the Client entity, as well as any individual who exercises significant management control over the Client entity;
(f) OFAC / Sanctions Screening: Screening of all identified client entities, beneficial owners, and key principals against applicable U.S. and international sanctions and watchlists;
(g) Politically Exposed Person ("PEP") Screening: Screening of all identified beneficial owners and key principals against international PEP databases;
(h) Adverse Media and Reputational Screening: Review of publicly available media, regulatory enforcement databases, and litigation records for adverse or reputational information concerning the Client entities and their key principals;
(i) Source of Funds Assessment: Evaluation of the source and nature of funds to be deployed in the Transaction;
(j) Transaction Counterparty Screening: OFAC and sanctions screening of principal non-client counterparties to the Transaction as part of the Firm's risk management procedures; and
(k) Risk Classification: Assignment of an overall AML/KYC risk rating to the engagement.
1.3 Engagement Timeline
The Firm's engagement letter for this matter was executed on February 10, 2026, by Claire Nakamura on behalf of Solara Digital Infrastructure LP. An advance retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000.00) was received by the Firm on February 12, 2026, via wire transfer from the Client's operating account at Greaves Bancorp, Account No. ending in 4817. The matter was formally opened in the Firm's matter management system on February 18, 2026, following execution of the Letter of Intent by the parties to the Transaction (reference LOI-MFW-2026-0218).
The AML/KYC review documented in this memorandum was commenced on February 10, 2026, concurrent with execution of the engagement letter, and completed as of the date hereof. As noted throughout this memorandum, the review will be supplemented upon the formation of Solara Fleet Holdings LLC and updated as necessary through the anticipated closing of the Transaction.
2. Client Entity Identification
The following sections set forth the identifying information obtained and verified with respect to each of the entities that comprise the client group for purposes of this engagement.
2.1 Solara Digital Infrastructure LP (Engaging Client)
Solara Digital Infrastructure LP is the engaging client for purposes of this matter. The entity was organized as a Delaware limited partnership in 2018 and maintains its principal office in Wilmington, Delaware. Solara operates as a middle-market private equity sponsor with a focus on asset management platforms, enterprise software, and software-as-a-service ("SaaS") businesses. As of the date of this memorandum, Solara manages approximately $4.2 billion in committed capital across three funds: Solara Fund I, LP (vintage 2018, fully invested), Solara Fund II, LP (vintage 2021, substantially invested), and Solara Fund III, LP (vintage 2024, in its active investment period). Solara's Certificate of Limited Partnership was obtained from the Delaware Secretary of State and is maintained in the client file as Appendix E. A Certificate of Good Standing dated February 2026 was obtained and is maintained as Appendix H.
Solara is not registered as an investment adviser with the U.S. Securities and Exchange Commission ("SEC") or any state securities authority, nor is it registered as a broker-dealer with the Financial Industry Regulatory Authority ("FINRA"). The Firm has been advised that Solara operates under the private fund adviser exemption set forth in Section 203(m) of the Investment Advisers Act of 1940, as amended, and that each of its funds qualifies for the exemption from registration under Section 3(c)(7) of the Investment Company Act of 1940.
2.2 Solara Digital Infrastructure GP LLC (General Partner)
Solara Digital Infrastructure GP LLC is a Delaware limited liability company that serves as the general partner of Solara Digital Infrastructure LP and, in that capacity, manages the business and affairs of the Solara fund platform, including exercising investment decision-making authority with respect to each of the Solara funds. The managing members of Solara Digital Infrastructure GP LLC are Viktor Sorensen and Claire Nakamura, whose biographical details and beneficial ownership information are set forth in Section 3 below. The Certificate of Formation was obtained from the Delaware Secretary of State and is maintained in the client file as Appendix G. A Certificate of Good Standing dated February 2026 was obtained and is maintained as Appendix H.
2.3 Solara Fund III, LP (Investment Vehicle)
Solara Fund III, LP is the specific investment vehicle from which the equity contribution for the proposed acquisition of Meridian FleetWorks, Inc. will be funded. Fund III was formed as a Delaware limited partnership in 2024 and is currently in its active investment period. The fund has approximately $1.85 billion in aggregate committed capital from its limited partners. Solara Digital Infrastructure GP LLC serves as the general partner of Fund III and exercises full investment discretion over the fund's capital.
Fund III's role in the Transaction is as follows: Fund III will contribute equity capital of approximately $175,000,000 to capitalize Solara Fleet Holdings LLC, the newly formed Delaware LLC that will serve as the direct purchaser of all outstanding shares of common stock of the Target. Fund III will be the sole member of Solara Fleet Holdings LLC. Capital calls to fund the equity contribution will be made to Fund III's limited partners in accordance with the terms and conditions of the Fund III Amended and Restated Agreement of Limited Partnership (the "Fund III LPA"). The Certificate of Limited Partnership was obtained from the Delaware Secretary of State and is maintained in the client file as Appendix F. A Certificate of Good Standing dated February 2026 was obtained and is maintained as Appendix H.
2.4 Solara Fleet Holdings LLC (Acquisition Vehicle — To Be Formed)
Solara Fleet Holdings LLC has not yet been formed as of the date of this memorandum. Upon formation, it will be organized as a Delaware limited liability company and will be a wholly-owned subsidiary of Solara Fund III, LP. It will serve as the "Buyer" under the definitive Stock Purchase Agreement to be negotiated and executed by the parties in connection with the Transaction. Upon formation of Solara Fleet Holdings LLC, this memorandum will be supplemented to include the entity's formation details, Delaware file number, EIN, and any additional AML/KYC review required under the Firm's policies.
3. Beneficial Ownership Identification
3.1 Methodology
The beneficial ownership determination set forth in this Section 3 was conducted in accordance with the Calderwood & Harkness LLP Internal AML/KYC Policy (current edition, effective January 1, 2025) (the "Policy"). The Policy requires identification and verification of the identity of all individuals who, directly or indirectly:
(a) own twenty-five percent (25%) or more of the equity interests of the client entity (the "Ownership Prong"); or
(b) exercise significant management control over the client entity, including any individual who has the authority to direct or substantially influence the management, policies, or operations of the client entity (the "Control Prong").
These thresholds and criteria are consistent with the requirements of the FinCEN Customer Due Diligence Rule (31 C.F.R. § 1010.230) as applied by analogy to legal service providers, as well as with guidance issued by the American Bar Association.
The beneficial ownership determination was conducted by tracing ownership through the limited partnership and general partner structure of the Client entities. Specifically, because Solara Digital Infrastructure LP and Solara Fund III, LP are limited partnerships, beneficial ownership was traced to the managing members of the general partner, Solara Digital Infrastructure GP LLC, who exercise management control over both the engaging client and the investment vehicle.
Information was obtained through the following sources:
(i) Client representations contained in the Firm's Client Identification Questionnaire ("CIQ"), completed by Claire Nakamura on behalf of the Client on February 8, 2026;
(ii) Review of formation documents, including the Certificates of Limited Partnership and the Certificate of Formation, obtained from the Delaware Secretary of State;
(iii) Review of government-issued identification for each identified beneficial owner (copies retained in the secure client file as Appendix A);
(iv) Independent verification through publicly available databases and commercial screening tools; and
(v) Oral representations made by Claire Nakamura to the undersigned during the intake call held on February 7, 2026.
3.2 Identified Beneficial Owners / Key Principals
Based on the methodology described above, two individuals have been identified as beneficial owners and key principals of the Client entities: Viktor Sorensen and Claire Nakamura. Their details are set forth below.
3.2.1 Viktor Sorensen
Viktor Sorensen is a co-founder of the Solara fund platform and serves as its Managing Partner. In that capacity, he is a managing member of Solara Digital Infrastructure GP LLC and exercises primary management control over the operations and investment activities of Solara Digital Infrastructure LP and each of the Solara funds, including Fund III. Based on representations made by the Client in the CIQ, Mr. Sorensen's indirect beneficial ownership interest in the general partner exceeds the twenty-five percent (25%) ownership threshold established by the Policy. His identity was verified through review of his U.S. passport, a copy of which has been retained in the secure client file (Appendix A). His date of birth was collected and is maintained on file but is not reproduced in this memorandum for data privacy purposes, consistent with the Firm's document retention and privacy protocols.
3.2.2 Claire Nakamura
Claire Nakamura is a senior partner at Solara and serves as the Head of Software Investing. She is a managing member of Solara Digital Infrastructure GP LLC and, in that capacity, exercises significant management authority over the Solara fund platform. Ms. Nakamura has been designated by the Client as the lead principal for the Project Trident acquisition and is the Firm's primary day-to-day contact for the engagement. Although the Client has not disclosed the specific percentage of her ownership interest in the general partner, Ms. Nakamura has been identified as a control person who exercises significant management authority over the Client entities, satisfying the Control Prong of the Policy. Her identity was verified through review of her U.S. passport, a copy of which has been retained in the secure client file (Appendix A). Her date of birth was collected and is maintained on file but is not reproduced in this memorandum for data privacy purposes.
3.3 Limited Partners of Fund III
Solara Fund III, LP has numerous institutional and individual limited partners. The Firm's AML/KYC Policy provides that the limited partners of a private equity fund are not separately identified as clients or beneficial owners for purposes of the Firm's AML/KYC review unless such limited partners exercise management control over the fund or hold twenty-five percent (25%) or more of the committed capital of the fund. Solara has represented in the CIQ that no individual limited partner of Fund III holds twenty-five percent (25%) or more of the committed capital of the fund. Accordingly, the limited partners of Fund III are not separately identified in this memorandum.
The Client has represented that the limited partner base of Fund III consists primarily of institutional investors, including public and private pension funds, university endowments, sovereign wealth funds, insurance companies, and fund-of-funds vehicles. Specific identities of the limited partners are maintained by Solara in its investor records and are available upon request if the Firm determines that further review is warranted at any time during the engagement.
4. OFAC / Sanctions Screening
4.1 Scope of Screening
OFAC and sanctions screening was conducted in accordance with the Firm's AML/KYC Policy using the Firm's standard commercial compliance screening platform (Quillon Software, Refinitiv/Tarrant Industries). All client entities and identified beneficial owners and key principals were screened against the following U.S. and international sanctions and watchlists:
(a) U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC) — Specially Designated Nationals and blocked Persons List (the "SDN List");
(b) OFAC Sectoral Sanctions Identifications (SSI) List — identifying persons operating in designated sectors of the economies of certain sanctioned countries;
(c) OFAC Non-SDN Consolidated Sanctions List — including the Foreign Sanctions Evaders List, the Palestinian Legislative Council List, the List of Foreign Financial Institutions Subject to Correspondent Account or Payable-Through Account Sanctions, and the Non-SDN Menu-Based Sanctions List;
(d) Bureau of Industry and Security (BIS) Entity List and Denied Persons List — maintained by the U.S. Department of Commerce;
(e) United Nations Security Council Consolidated Sanctions List — including all current sanctions regimes administered by the U.N. Security Council; and
(f) European Union Consolidated List of Persons, Groups and Entities Subject to Financial Sanctions — maintained by the European Commission.
The screening was performed as of February 10, 2026. Printouts of the screening results from the Firm's compliance screening platform have been retained in the client file as Appendix B.
4.2 Entities and Individuals Screened
The following entities and individuals were screened against all of the databases identified in Section 4.1 above:
1.  Solara Digital Infrastructure LP
2.  Solara Digital Infrastructure GP LLC
3.  Solara Fund III, LP
4.  Viktor Sorensen
5.  Claire Nakamura
Screening was conducted using full legal names, known aliases and short names, registered addresses, and, for individuals, dates of birth where available, in order to ensure comprehensive coverage and to minimize the risk of false negatives.
4.3 Results
No matches were identified. All screened entities and individuals returned clear results across all databases listed in Section 4.1 as of February 10, 2026. No potential matches, partial matches, or "hits" requiring further investigation or resolution were identified. Based on these results, no further action is required at this time with respect to OFAC and sanctions compliance.
The Firm's AML/KYC Policy requires that sanctions screening be refreshed at each significant milestone in the engagement (including, at a minimum, upon formation of the acquisition vehicle and at closing of the Transaction), and this memorandum will be supplemented accordingly.
5. Politically Exposed Persons (PEP) Screening
5.1 Scope
Politically Exposed Person screening was conducted using the Firm's standard commercial compliance screening platform (Quillon Software, Refinitiv/Tarrant Industries) against international PEP definitions. For purposes of this review, a "Politically Exposed Person" includes any individual who is or has been entrusted with a prominent public function, including but not limited to heads of state, senior government officials, senior judicial officials, senior military officials, senior executives of state-owned enterprises, and officials of international organizations, as well as their family members and known close associates. The definitions applied are consistent with the guidance of the Financial Action Task Force ("FATF"), the U.S. Department of the Treasury, and the Firm's AML/KYC Policy.
5.2 Individuals Screened
The following individuals were screened for PEP status:
1.  Viktor Sorensen
2.  Claire Nakamura
5.3 Results
No PEP status was identified. Neither Viktor Sorensen nor Claire Nakamura is identified as a current or former politically exposed person, a family member of a PEP, or a close associate of a PEP based on the results of the screening conducted on February 10, 2026. Printouts of the PEP screening results have been retained in the client file as Appendix C.
Based on these results, no enhanced due diligence is required on PEP grounds. The Firm will re-screen the identified beneficial owners for PEP status at subsequent engagement milestones in accordance with the Firm's standard procedures.
6. Adverse Media and Reputational Screening
6.1 Scope
Adverse media and reputational screening was conducted using the Firm's standard commercial compliance screening platform (Quillon Software, Refinitiv/Tarrant Industries), supplemented by open-source research conducted through Sundial Solutions, Westmark Data Systems, PACER, and targeted internet searches. The screening covered the following categories of adverse information:
(a) Negative or adverse news media coverage, including allegations or reports of financial crime, fraud, corruption, bribery, tax evasion, or other criminal conduct;
(b) Regulatory enforcement actions, consent orders, cease-and-desist orders, civil monetary penalties, or other disciplinary actions by federal, state, or foreign regulatory authorities;
(c) Criminal proceedings, indictments, or convictions;
(d) Civil litigation involving allegations of fraud, breach of fiduciary duty, securities violations, or other conduct relevant to reputational risk;
(e) Bankruptcy filings or insolvency proceedings; and
(f) Any other information that, in the judgment of the reviewing attorney, could give rise to reputational, legal, or regulatory risk to the Firm in connection with the engagement.
6.2 Entities and Individuals Screened
The following entities and individuals were screened for adverse media and reputational concerns:
1.  Solara Digital Infrastructure LP
2.  Solara Digital Infrastructure GP LLC
3.  Solara Fund III, LP
4.  Viktor Sorensen
5.  Claire Nakamura
6.3 Results
No adverse findings were identified. No material negative press, regulatory enforcement actions, criminal proceedings, civil litigation involving allegations of fraud or misconduct, bankruptcy filings, or other reputational concerns were identified in connection with any of the screened entities or individuals as of February 10, 2026. A summary of the adverse media search results has been retained in the client file as Appendix D.
Media coverage of Solara Digital Infrastructure LP and its principals identified in the course of the screening was limited to routine industry coverage of the firm's investment activities, fundraising announcements, and portfolio company developments, none of which contained any adverse or concerning information. No further action is required at this time.
7. Source of Funds
7.1 Transaction Funding
The proposed acquisition of Meridian FleetWorks, Inc. has an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price"). The funding structure for the Transaction is summarized as follows:
The commitment letter for the debt financing was executed on February 14, 2026, reference CL-INB-2026-0214, by Ironclad National Bank, N.A. (as administrative agent and sole lead arranger) and Ridgeline Commercial Lending Corp. (as co-lender). The debt financing comprises a $125,000,000 Term Loan A facility and a $50,000,000 Revolving Credit Facility. The revolving credit facility is expected to remain undrawn at closing and is being established to provide working capital and general corporate liquidity for the Target following the acquisition.
Garrett Holliday, the Co-Founder and Chief Executive Officer of Meridian FleetWorks, Inc., has agreed to roll over approximately $25,000,000 in equity value into the post-acquisition entity (Solara Fleet Holdings LLC), thereby reducing the net cash consideration payable to selling shareholders at closing to approximately $325,000,000. The terms and conditions of Mr. Holliday's rollover will be documented in a separate Rollover Agreement to be negotiated and executed by the parties in connection with the Transaction.
7.2 Assessment
The source of funds for the Transaction is consistent with ordinary course private equity fund operations and does not present any unusual or suspicious characteristics. The equity contribution will be funded from committed capital of Fund III through capital calls to Fund III's institutional limited partner base, which is a standard and well-understood mechanism in the private equity industry. The debt financing is being provided by two established, regulated financial institutions: Ironclad National Bank, N.A., a national banking association organized under the laws of the United States and regulated by the Office of the Comptroller of the Currency ("OCC"), and Ridgeline Commercial Lending Corp., a Massachusetts lending corporation regulated by the Massachusetts Division of Banks. Both institutions are subject to comprehensive AML/KYC and Bank Secrecy Act compliance obligations in their own right.
No indicators of money laundering, terrorist financing, tax evasion, sanctions evasion, or other illicit financial activity have been identified in connection with the Transaction's funding structure. The source of funds assessment is rated as satisfactory.
8. Transaction Counterparties Screening (Non-Client Parties)
8.1 Overview
Although the following entities and individuals are not clients of the Firm, the Firm's AML/KYC Policy and risk management procedures require that principal counterparties to a transaction in which the Firm is engaged be screened against OFAC and sanctions lists to the extent reasonably practicable. This screening is conducted to mitigate the risk that the Firm's legal services could be used, directly or indirectly, to facilitate transactions involving sanctioned persons or entities.
The following counterparty screening was performed as of February 10, 2026, using the same commercial compliance screening platform and databases described in Section 4.1 above.
8.2 Parties Screened
The following principal counterparties to the proposed Transaction were screened:
8.3 Results
No matches were identified. All screened counterparties returned clear results across all OFAC and sanctions databases as of February 10, 2026. No potential matches, partial matches, or "hits" requiring further investigation or resolution were identified. Based on these results, no further action is required at this time with respect to counterparty sanctions screening.
The Firm notes that this counterparty screening is conducted as a risk management measure and does not constitute a representation or warranty by the Firm to any party regarding the sanctions compliance status of any non-client entity or individual.
9. Conflict of Interest Cross-Reference
Reference is made to the New-Matter Memorandum and Conflict Check Clearance Memo dated February 9, 2026 (Matter No. 1041-00004), prepared by the Firm's Conflicts Department and reviewed by the undersigned, which confirmed that no conflicts of interest exist with respect to the Firm's representation of Solara Digital Infrastructure LP in connection with the Transaction. The conflict check encompassed all known parties to the Transaction, including the Target, its shareholders, officers, and directors, the debt financing parties, and other relevant counterparties.
The conflict check identified one matter requiring disclosure: the Firm previously represented Ironclad National Bank, N.A. in an unrelated 2024 matter involving a syndicated loan facility (Matter No. 1041-00004). That prior representation has been concluded, and the subject matter of the prior engagement is unrelated to the Transaction. A conflict waiver was obtained from the Client, and the conflict was cleared in accordance with the Firm's conflict resolution procedures. The relevant waiver correspondence is maintained in the conflict check file.
The findings of the AML/KYC review documented herein are consistent with the conflict check findings, and no additional conflicts or concerns were identified through the AML/KYC review process.
10. Risk Classification
10.1 Overall AML/KYC Risk Rating
Based on the totality of the review documented in this memorandum, the overall AML/KYC risk rating assigned to this engagement is:
LOW
10.2 Rationale
The LOW risk classification is based on the following factors, evaluated in accordance with the risk assessment criteria set forth in the Firm's AML/KYC Policy:
(a) Client Profile: The Client is a well-established, U.S.-domiciled private equity fund sponsor with approximately $4.2 billion in committed capital across three funds and a track record of institutional-quality operations. The Client's business model, investment strategy, and organizational structure are consistent with those of a mainstream middle-market private equity firm.
(b) Beneficial Owners: The identified beneficial owners and key principals — Viktor Sorensen and Claire Nakamura — are United States citizens residing in the United States. Neither individual has been identified as a PEP, a sanctions-listed person, or a subject of adverse media or regulatory enforcement action.
(c) OFAC / Sanctions Screening: All client entities, beneficial owners, and key principals returned clear results across all screened OFAC and international sanctions databases.
(d) PEP Screening: Neither identified beneficial owner is a current or former PEP, a family member of a PEP, or a close associate of a PEP.
(e) Adverse Media: No adverse media findings, regulatory enforcement actions, criminal proceedings, or reputational concerns were identified for any screened entity or individual.
(f) Source of Funds: The source of funds for the Transaction is institutional capital calls to the limited partners of Fund III and regulated bank debt financing provided by Ironclad National Bank, N.A. and Ridgeline Commercial Lending Corp. Both sources are consistent with ordinary course private equity fund operations and do not present any unusual or suspicious characteristics.
(g) Transaction Counterparties: All principal non-client counterparties to the Transaction are U.S.-domiciled entities and individuals with clear sanctions screening results.
(h) CFIUS Considerations: No Committee on Foreign Investment in the United States ("CFIUS") concerns have been identified. All parties to the Transaction are U.S.-domiciled, and no foreign person (as defined in the CFIUS regulations at 31 C.F.R. Part 800) is known to be involved in the Transaction in a capacity that would trigger a CFIUS filing obligation or voluntary notice recommendation.
(i) Absence of Red Flags: No indicators of money laundering, terrorist financing, sanctions evasion, or other illicit financial activity have been identified at any stage of the review.
10.3 Enhanced Due Diligence
Based on the LOW risk classification, no enhanced due diligence measures are required at this time beyond the standard procedures documented in this memorandum.
10.4 Ongoing Monitoring
In accordance with the Firm's AML/KYC Policy, the Client entities and identified beneficial owners will be subject to standard periodic re-screening at the following intervals and milestones:
(a) Upon formation of Solara Fleet Holdings LLC (anticipated within thirty (30) days of the date of this memorandum);
(b) At signing of the definitive Stock Purchase Agreement;
(c) At closing of the Transaction; and
(d) Annually during the pendency of the engagement, or more frequently if circumstances warrant.
Any material changes in the ownership, control, or composition of the Client entities, or any new information that could affect the risk classification, should be reported promptly to the Responsible Partner for evaluation and, if necessary, escalation in accordance with the Firm's procedures.
11. Conclusion and Sign-Off
Based on the comprehensive review documented in this memorandum, the client identification, beneficial ownership determination, OFAC/sanctions screening, PEP screening, adverse media review, source of funds assessment, and transaction counterparty screening for Solara Digital Infrastructure LP, Solara Digital Infrastructure GP LLC, and Solara Fund III, LP have been completed satisfactorily and in accordance with the Firm's AML/KYC Policy and applicable regulatory requirements.
No impediments to the engagement have been identified from an AML/KYC perspective. The overall risk classification for this engagement is LOW, and no enhanced due diligence measures are required at this time.
This memorandum will be supplemented upon formation of Solara Fleet Holdings LLC (EIN to be obtained) and updated as necessary through closing of the proposed Transaction. All supporting documentation referenced herein is maintained in the secure client file for Matter No. 1041-00004 in accordance with the Firm's document retention policies.
Prepared by:
________________________________________
Naomi Petersen Associate, Mergers & Acquisitions Calderwood & Harkness LLP
Date: February 10, 2026
Reviewed and Approved by:
________________________________________
James Prentice Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP
Date: February 10, 2026
Appendices (Referenced but Not Reproduced)
The following appendices are referenced in this memorandum and are maintained in the secure client file for Matter No. 1041-00004. They are not attached to or reproduced in this memorandum for the reasons indicated below.
Appendix A: Copies of Government-Issued Identification (Viktor Sorensen; Claire Nakamura) — Maintained in the secure client file in accordance with the Firm's data privacy and document retention protocols. Not attached to this memorandum for data privacy purposes. Access restricted to authorized personnel.
Appendix B: OFAC/Sanctions Screening Reports — Printouts from the Firm's commercial compliance screening platform (Quillon Software, Refinitiv/Tarrant Industries), dated February 10, 2026, documenting the results of the OFAC and sanctions screening described in Section 4 of this memorandum.
Appendix C: PEP Screening Reports — Printouts from the Firm's commercial compliance screening platform (Quillon Software, Refinitiv/Tarrant Industries), dated February 10, 2026, documenting the results of the PEP screening described in Section 5 of this memorandum.
Appendix D: Adverse Media Search Results Summary — Summary report documenting the results of the adverse media and reputational screening described in Section 6 of this memorandum, including search parameters, databases queried, and findings.
Appendix E: Solara Digital Infrastructure LP — Certificate of Limited Partnership, as filed with the Delaware Secretary of State.
Appendix F: Solara Fund III, LP — Certificate of Limited Partnership, as filed with the Delaware Secretary of State.
Appendix G: Solara Digital Infrastructure GP LLC — Certificate of Formation, as filed with the Delaware Secretary of State.
Appendix H: Good Standing Certificates — Certificates of Good Standing for Solara Digital Infrastructure LP, Solara Fund III, LP, and Solara Digital Infrastructure GP LLC, each issued by the Delaware Secretary of State and obtained in February 2026.
CONFIDENTIAL — ATTORNEY WORK PRODUCT — DO NOT DISTRIBUTE Calderwood & Harkness LLP | Matter No. 1041-00004 | Engagement Ref. 1041-00004 | Project Trident
Field | Detail
Full Legal Name | Solara Digital Infrastructure LP
Short Name / Commonly Known As | Solara; SDILP
Entity Type | Limited Partnership
Jurisdiction of Formation | State of Delaware
Delaware File Number | 7204918
Employer Identification Number (EIN) | 82-4710368
Date of Formation | 2018
Principal Office Address | 1200 Market Street, Suite 2400, Wilmington, Delaware 19801
Nature of Business | Middle-market private equity sponsor focused on asset management and software/SaaS investments; approximately $4.2 billion in committed capital across three funds
General Partner | Solara Digital Infrastructure GP LLC (see Section 2.2 below)
Regulatory Status | Not a registered investment adviser or broker-dealer; operates under applicable private fund exemptions pursuant to Section 3(c)(7) of the Investment Company Act of 1940, as amended
Good Standing | Confirmed in good standing with the Delaware Secretary of State as of February 2026 (Certificate of Good Standing attached as Appendix H)
Field | Detail
Full Legal Name | Solara Digital Infrastructure GP LLC
Entity Type | Limited Liability Company
Jurisdiction of Formation | State of Delaware
Principal Office Address | 1200 Market Street, Suite 2400, Wilmington, Delaware 19801
Role | Serves as the general partner of Solara Digital Infrastructure LP and manages the affairs of the Solara fund platform
Managing Members / Key Principals | Viktor Sorensen (Managing Partner) and Claire Nakamura (Partner, Head of Software Investing)
Good Standing | Confirmed in good standing with the Delaware Secretary of State as of February 2026 (Certificate of Good Standing attached as Appendix H)
Field | Detail
Full Legal Name | Solara Fund III, LP
Short Name | Fund III
Entity Type | Limited Partnership
Jurisdiction of Formation | State of Delaware
Employer Identification Number (EIN) | 84-6239017
Principal Office Address | 1200 Market Street, Suite 2400, Wilmington, Delaware 19801
Committed Capital | Approximately $1.85 billion
General Partner | Solara Digital Infrastructure GP LLC
Good Standing | Confirmed in good standing with the Delaware Secretary of State as of February 2026 (Certificate of Good Standing attached as Appendix H)
Field | Detail
Full Legal Name | Solara Fleet Holdings LLC
Entity Type | Limited Liability Company (to be formed)
Jurisdiction of Formation | Delaware (anticipated)
Employer Identification Number (EIN) | To be obtained upon formation
Role | To be organized as a wholly-owned subsidiary of Solara Fund III, LP; will serve as the direct stock purchaser in the acquisition of Meridian FleetWorks, Inc.
Field | Detail
Full Name | Viktor Sorensen
Title | Managing Partner, Solara Digital Infrastructure LP
Role | Co-founder and senior managing principal of Solara; exercises primary management control over the Solara fund platform through his role as a managing member of Solara Digital Infrastructure GP LLC
Residence | Wilmington, Delaware (confirmed via documentation provided)
Citizenship | United States
Date of Birth | Collected and on file (not reproduced herein for data privacy purposes)
Government-Issued ID | Reviewed — U.S. passport (copy retained in secure client file; see Appendix A)
Ownership Interest | Indirect beneficial ownership interest in Solara Digital Infrastructure LP and Solara Fund III, LP through his managing member interest in Solara Digital Infrastructure GP LLC; specific percentage not disclosed but exceeds 25% threshold based on representations from client
Field | Detail
Full Name | Claire Nakamura
Title | Partner, Head of Software Investing, Solara Digital Infrastructure LP
Role | Senior partner responsible for software and SaaS sector investments; managing member of Solara Digital Infrastructure GP LLC; serves as lead principal for the Project Trident acquisition
Residence | New York, New York (confirmed via documentation provided)
Citizenship | United States
Date of Birth | Collected and on file (not reproduced herein for data privacy purposes)
Government-Issued ID | Reviewed — U.S. passport (copy retained in secure client file; see Appendix A)
Ownership Interest | Indirect beneficial ownership interest in Solara Digital Infrastructure LP and Solara Fund III, LP through her managing member interest in Solara Digital Infrastructure GP LLC; specific percentage not disclosed but identified as a control person exercising significant management authority
Source | Amount | Description
Equity Contribution (Fund III) | $175,000,000 | Capital contribution from Solara Fund III, LP, to be funded through capital calls to Fund III limited partners pursuant to the Fund III LPA
Senior Secured Term Loan A | $125,000,000 | Senior secured term loan facility provided by Ironclad National Bank, N.A. (as administrative agent and sole lead arranger) and Ridgeline Commercial Lending Corp. (as co-lender)
Revolving Credit Facility | $50,000,000 | Revolving credit facility (expected to be undrawn at closing) provided by Ironclad National Bank, N.A. and Ridgeline Commercial Lending Corp.
Management Rollover Equity | ~$25,000,000 | Equity rollover by Garrett Holliday, Co-Founder and CEO of MFW, into Solara Fleet Holdings LLC
Total Sources | ~$350,000,000
Party | Description
Meridian FleetWorks, Inc. | Target company; Delaware corporation; EIN 47-3891205; 8750 Westpark Drive, Suite 600, McLean, VA 22102
Garrett Holliday | Co-Founder, CEO & Director, MFW; McLean, Virginia
Diana Vasquez-Park | Co-Founder, CTO & Director, MFW; Austin, Texas
Marcus Trahan | CFO, MFW
Pinnacle Bluff Ventures LLC | Institutional shareholder of MFW; Virginia LLC; EIN 54-2086471; 4401 Fair Lakes Court, Suite 300, Fairfax, VA 22033
Douglas Irwin | Managing Member, Pinnacle Bluff Ventures LLC
Ironclad National Bank, N.A. | Lead arranger and administrative agent for the debt financing; 200 Liberty Street, New York, NY 10281
Ridgeline Commercial Lending Corp. | Co-lender under the senior secured credit facility; 101 Federal Street, Suite 2800, Boston, MA 02110

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