1041-00004 · Solara Digital Infrastructure LP · Financing

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

MEMORANDUM

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I. EXECUTIVE SUMMARY

The purpose of this memorandum is to provide a preliminary summary of the anticipated sources and uses of funds in connection with the proposed acquisition (the "Transaction") of one hundred percent (100%) of the issued and outstanding shares of common stock and Series A Preferred Stock of Meridian FleetWorks, Inc., a Delaware corporation ("MFW" or the "Company"), by Solara Fleet Holdings LLC ("Buyer" or "SFH"), a newly formed Delaware limited liability company and wholly-owned subsidiary of Solara Fund III, LP ("Fund III"), for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price"). The Transaction is internally designated as Project Trident.

The proposed Transaction is structured as a stock purchase on a cash-free, debt-free basis with a customary net working capital adjustment. The target net working capital ("NWC") has been preliminarily established at Five Million Eight Hundred Thousand Dollars ($5,800,000), based on the trailing twelve-month average as of December 31, 2025, as derived from the Company's unaudited management-prepared financial statements. Any variance between actual closing NWC and the target NWC will result in a post-closing true-up payment in favor of either Buyer or the selling shareholders, as applicable, in accordance with the mechanics to be set forth in the definitive Stock Purchase Agreement (the "SPA").

This memorandum is intended to serve as an internal deal team reference document and to facilitate discussion with the principals of Solara Digital Infrastructure LP ("Solara") regarding the capital structure and funding mechanics of the Transaction. All figures set forth herein are preliminary estimates based on information currently available to the deal team and are subject to revision as due diligence progresses, financing documentation is negotiated and finalized, and the definitive SPA and ancillary agreements are drafted and executed. Accordingly, all amounts should be treated as indicative and should not be relied upon as final or binding until confirmed in a definitive funds flow memorandum to be prepared closer to closing.

We note that the consolidated sources and uses analysis presented herein reflects both cash and non-cash components of the Transaction, including the equity rollover by Garrett Holliday, the Company's Co-Founder and Chief Executive Officer, and identifies all material cost items expected to be incurred by both Buyer and the selling shareholders. A detailed funds flow memorandum, incorporating final confirmed amounts for all line items, will be prepared and circulated for review and execution in advance of the anticipated closing date.

II. TRANSACTION OVERVIEW

Set forth below is a summary of the material terms and structure of the proposed Transaction, as reflected in the executed Letter of Intent dated February 3, 2026 (the "LOI") and subsequent discussions among the parties and their respective advisors.

Buyer. Solara Fleet Holdings LLC, a Delaware limited liability company to be formed for the purpose of consummating the Transaction. SFH will be a wholly-owned subsidiary of Fund III, and its sole member will be Fund III. The formation of SFH is expected to be completed promptly, and an Employer Identification Number ("EIN") will be obtained from the Internal Revenue Service upon formation. The formation documents, including the Certificate of Formation and Limited Liability Company Agreement, are currently being prepared by this firm.

Seller. All stockholders of Meridian FleetWorks, Inc. (Delaware corporation; Delaware Secretary of State File Number 5582037; EIN 47-3891205), with its principal place of business at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102. The Company is a provider of fleet management software and connected vehicle data analytics services, serving primarily mid-market and enterprise-level customers across the logistics, transportation, and last-mile delivery sectors.

Structure. The Transaction is structured as a stock purchase, pursuant to which Buyer will acquire one hundred percent (100%) of all issued and outstanding shares of common stock (7,850,000 shares) and Series A Preferred Stock (1,500,000 shares) of MFW, and all outstanding stock options (650,000 shares subject to outstanding options) will be cancelled and cashed out. The aggregate fully diluted share count is 10,000,000 shares, yielding a per-share price of Thirty-Five Dollars ($35.00) per share ($350,000,000 ÷ 10,000,000 fully diluted shares = $35.00 per share).

Equity Rollover. Garrett Holliday, Co-Founder and Chief Executive Officer of MFW, has agreed in principle to roll over approximately Twenty-Five Million Dollars ($25,000,000) of his equity value (representing approximately 7.14% of the aggregate deal value) into Solara Fleet Holdings LLC in exchange for a membership interest in Buyer. The rollover effectively reduces the net cash payable to selling shareholders at closing from $350,000,000 to approximately Three Hundred Twenty-Five Million Dollars ($325,000,000). The terms and mechanics of the rollover will be governed by a separate Rollover Agreement to be negotiated and executed concurrently with the SPA. It is intended that Mr. Holliday's contribution will qualify as a tax-deferred contribution under Section 721 of the Internal Revenue Code of 1986, as amended (a matter to be confirmed with Sylvia Hartwell and outside tax counsel).

Implied Valuation Multiples. Based on the Company's reported financial metrics, the proposed Purchase Price implies the following valuation multiples:

• Revenue Multiple: Approximately 5.6× annual recurring revenue ("ARR") ($350,000,000 ÷ $62,000,000 ARR = approximately 5.6×).

• EBITDA Multiple: Approximately 23.6× earnings before interest, taxes, depreciation, and amortization ("EBITDA") ($350,000,000 ÷ $14,800,000 EBITDA = approximately 23.6×).

These multiples are consistent with precedent transactions in the fleet management and connected vehicle SaaS sectors, as reflected in the comparable transaction analysis prepared by Cobalt Ridge Partners LLC.

Target Closing Date. The parties intend to consummate the Transaction on or about April 30, 2026, subject to the satisfaction or waiver of all conditions to closing set forth in the SPA. The outside date for closing, beyond which either party may terminate the SPA if the Transaction has not been consummated, is June 30, 2026.

Governing Law. The SPA, the ancillary transaction agreements (including the Rollover Agreement, the Employment Agreement with Mr. Holliday, and the Escrow Agreement), and the organizational documents of SFH will each be governed by the laws of the State of Delaware, without regard to principles of conflicts of law.

III. SOURCES OF FUNDS

A. Summary Sources Table

The following table summarizes the anticipated sources of funds for the Transaction:

As discussed in greater detail below, the equity contribution from Fund III will also be the source of Buyer-side transaction costs (estimated at approximately $10,675,000–$11,075,000), which are not reflected in the table above but are addressed in Section IV.B of this memorandum. Accordingly, total equity outlay from Fund III is expected to be approximately $185,675,000–$186,075,000.

B. Equity Contribution — Solara Fund III, LP

Solara Fund III, LP (EIN 84-6239017), a Delaware limited partnership with approximately One Billion Eight Hundred Fifty Million Dollars ($1,850,000,000) in total committed capital, will serve as the primary equity source for the Transaction. Fund III will fund up to One Hundred Seventy-Five Million Dollars ($175,000,000) in equity to Solara Fleet Holdings LLC to finance the equity component of the Purchase Price.

The equity commitment will be documented in an equity commitment letter (the "ECL") to be executed by Fund III in favor of SFH. The ECL is currently in draft form and is being reviewed by Claire Nakamura and Viktor Sorensen on behalf of Solara. Funding under the ECL will be conditioned upon (i) the execution and delivery of the definitive SPA by all parties thereto, (ii) the satisfaction or waiver of all conditions to closing set forth in the SPA, and (iii) the simultaneous funding of the debt financing described in Section III.C below. The ECL is expected to be finalized and executed prior to execution of the SPA, with a target date of March 31, 2026.

The general partner of Fund III is Solara Digital Infrastructure GP LLC, a Delaware limited liability company. All decisions relating to the equity commitment, including the final approved amount and the conditions to funding, will be made by the general partner in accordance with Fund III's limited partnership agreement.

The equity amount of $175,000,000 represents the aggregate Purchase Price of $350,000,000, less the $125,000,000 in committed Term Loan A debt financing and the $50,000,000 Revolving Credit Facility (which is not expected to be drawn at closing). Because Buyer-side transaction costs (as detailed in Section IV.B below) will also be funded from equity sources unless otherwise allocated, the total equity outlay from Fund III may exceed $175,000,000. Based on current estimates, total equity funding required from Fund III, inclusive of transaction costs, is expected to range from approximately $185,675,000 to $186,075,000. This amount represents approximately 10.0%–10.1% of Fund III's total committed capital of $1,850,000,000 and is within the concentration limits set forth in Fund III's limited partnership agreement.

C. Senior Secured Credit Facility — Debt Financing

The debt component of the Transaction financing will be provided under a Senior Secured Credit Facility (the "Credit Facility") pursuant to a commitment letter (reference number CL-INB-2026-0214) dated February 14, 2026, delivered by Ironclad National Bank, N.A. ("Ironclad") and Ridgeline Commercial Lending Corp. ("Ridgeline") to Solara Fleet Holdings LLC.

The material terms of the Credit Facility, as set forth in the commitment letter and accompanying term sheet, are summarized below. We note that these terms are indicative and remain subject to customary flex provisions and the negotiation of definitive credit documentation, which is expected to be prepared by Cascade & Whitfield LLP (51 West 52nd Street, New York, New York 10019), counsel to the lenders, under the supervision of Jonathan Mayer, lead partner.

Administrative Agent, Sole Lead Arranger, and Sole Bookrunner: Ironclad National Bank, N.A. (200 Liberty Street, New York, New York 10281).

Co-Lender: Ridgeline Commercial Lending Corp. (101 Federal Street, Suite 2800, Boston, Massachusetts 02110), participating in a portion of the Term Loan A tranche as described below.

Total Facility: One Hundred Seventy-Five Million Dollars ($175,000,000), comprised of the Term Loan A and the Revolving Credit Facility.

1. Term Loan A.

• Commitment Amount: $125,000,000, of which Ridgeline Commercial Lending Corp. will participate in $50,000,000 and Ironclad National Bank, N.A. will retain $75,000,000.

• Term: Five (5) years from the closing date of the Transaction.

• Interest Rate (Indicative): Secured Overnight Financing Rate ("SOFR") plus 400 basis points (4.00%), subject to customary SOFR floor and adjustment provisions. The applicable margin may be subject to a pricing grid based on the Company's leverage ratio following closing.

• Amortization: Quarterly amortization at a rate of five percent (5.0%) per annum of the original principal amount. This results in annual amortization of $6,250,000 ($125,000,000 × 5.0%) and quarterly amortization payments of $1,562,500. The remaining outstanding principal balance will be due and payable in a single bullet payment at maturity.

• Funding: To be fully drawn at closing. Proceeds will be applied, together with the equity contribution from Fund III, to fund the Purchase Price and related transaction costs.

• Security: The Term Loan A will be secured by a first-priority lien on substantially all assets of the Buyer and, following consummation of the Transaction, of MFW and its subsidiaries (if any), including without limitation all accounts receivable, inventory, equipment, intellectual property, general intangibles, deposit accounts, and the equity interests in MFW held by SFH. The specific collateral package will be documented in the definitive credit agreement and related security documents.

• Guaranty: MFW will be required to provide a guaranty of all obligations under the Credit Facility following consummation of the Transaction.

2. Revolving Credit Facility.

• Commitment Amount: $50,000,000.

• Term: Five (5) years from the closing date of the Transaction, co-terminus with the Term Loan A.

• Interest Rate (Indicative): SOFR plus 375 basis points (3.75%) on any drawn amounts.

• Commitment Fee on Undrawn Amounts: 0.50% per annum on the average daily undrawn balance. Assuming the Revolving Credit Facility remains fully undrawn, the annual commitment fee would be $250,000 ($50,000,000 × 0.50%).

• Expected Status at Closing: The Revolving Credit Facility is expected to remain undrawn at closing. It will be available post-closing for general working capital needs and general corporate purposes of MFW.

• Borrowing Mechanics: The Revolving Credit Facility will be available to MFW for draws in minimum amounts and upon advance notice to be specified in the definitive credit agreement.

3. Arrangement Fee.

• An arrangement fee of 1.50% of total commitments under the Credit Facility will be payable to Ironclad National Bank, N.A. at closing. The arrangement fee is calculated as $175,000,000 × 1.50% = $2,625,000.

• This fee is included in the estimated Buyer-side transaction costs detailed in Section IV.B below.

D. Holliday Rollover Equity

As noted in Section II above, Garrett Holliday has agreed to contribute a portion of his equity consideration, with an approximate value of Twenty-Five Million Dollars ($25,000,000), back into Solara Fleet Holdings LLC in exchange for a membership interest in the Buyer entity, rather than receiving the full amount of his pro rata share of cash consideration at closing. This rollover investment will be documented in a Rollover Agreement to be negotiated and executed concurrently with the SPA and the LLC Agreement of SFH.

The effect of the Holliday Rollover is to reduce the aggregate cash required at closing by $25,000,000. Mr. Holliday's membership interest percentage in SFH post-closing will be determined based on the proportion of his rollover equity to the total post-closing equity capitalization of SFH, subject to any dilutive effects of management incentive equity programs to be established after closing.

It is intended that Mr. Holliday's contribution of his equity interest to SFH will qualify as a tax-deferred contribution under Section 721 of the Internal Revenue Code of 1986, as amended, such that no gain or loss will be recognized by Mr. Holliday at the time of the rollover contribution. This treatment is subject to confirmation with Sylvia Hartwell, our tax specialist partner, and any outside tax advisors engaged by the deal team. Particular attention will need to be given to the characterization of the contributed equity (i.e., whether it constitutes a contribution of property or a disguised sale) and any applicable partnership tax provisions that may affect the treatment.

IV. USES OF FUNDS

A. Summary Uses Table

The following table summarizes the anticipated uses of funds in connection with the Transaction:

B. Detailed Breakdown of Uses

1. Net Cash Payable to Selling Shareholders. The aggregate Purchase Price of $350,000,000, less the Holliday Rollover of $25,000,000, yields net cash payable to all selling shareholders of $325,000,000. The per-share price, calculated on a fully diluted basis, is $35.00 per share ($350,000,000 ÷ 10,000,000 fully diluted shares).

Treatment of Outstanding Options. There are 650,000 stock options outstanding under MFW's 2019 Equity Incentive Plan. Of these, 480,000 options are fully vested and 170,000 options remain unvested. The treatment of unvested options is subject to negotiation in the SPA; however, for purposes of this preliminary analysis, we assume all 650,000 options will be cancelled at closing in exchange for cash consideration equal to the excess of the per-share merger consideration ($35.00) over the applicable exercise price. The weighted-average exercise price of all outstanding options is $8.50 per share. Accordingly:

• Net per-option spread: $35.00 − $8.50 = $26.50

• Aggregate net proceeds to option holders: $26.50 × 650,000 = $17,225,000

• Aggregate exercise price paid in: $8.50 × 650,000 = $5,525,000

The option cancellation payments will be made by the Company (or by Buyer on behalf of the Company) at closing and will be subject to applicable tax withholding. The aggregate effect of the option cancellation is already reflected in the $350,000,000 fully diluted Purchase Price calculation.

Major Stockholder Cash-at-Close Breakdown. The following table sets forth the estimated gross cash consideration payable to the major stockholders of MFW, before deduction of seller-side expenses, escrow holdback, and the Holliday Rollover adjustment. This breakdown is preliminary and is presented for illustrative purposes only; final amounts will depend on the allocation provisions of the SPA and the Company's organizational documents, including any liquidation preferences applicable to the Series A Preferred Stock.

We note that the allocation of the Purchase Price among common stock and Series A Preferred Stock will need to account for any liquidation preference or participation rights attaching to the Series A Preferred Stock. Diligence is ongoing with respect to the MFW certificate of incorporation and the terms of the Series A financing, and the waterfall analysis will be updated accordingly.

2. Estimated MFW Transaction Expenses (Seller-Side, Deducted from Proceeds). The seller-side transaction expenses are estimated in the aggregate at approximately Twelve Million Dollars (~$12,000,000). These expenses will be incurred by MFW and/or the selling shareholders and, pursuant to customary practice and as contemplated in the LOI, will be deducted from the gross proceeds payable to the selling shareholders at closing. The principal components of the estimated seller-side expenses are as follows:

(a) Financial Advisory Fee — Redstone Arbor Capital LLC.

Redstone Arbor Capital LLC is acting as exclusive financial advisor to MFW and the selling shareholders in connection with the Transaction. Pursuant to its engagement letter with MFW, Redstone Arbor is entitled to a success fee equal to 1.75% of the aggregate transaction value upon the consummation of the Transaction. Based on the Purchase Price of $350,000,000, the success fee is calculated as $350,000,000 × 1.75% = $6,125,000. The engagement is led by Priya Chandrasekaran, Managing Director. Payment of this fee is conditioned on closing and is expected to be deducted from seller proceeds at closing.

(b) Legal Fees — Hawthorne Kinsey & Alcott LLP.

Hawthorne Kinsey & Alcott LLP ("HKA") is serving as primary outside counsel to MFW and the selling shareholders. Legal fees are estimated at $2,500,000–$3,000,000, based on the scope and complexity of the Transaction and consistent with HKA's customary fee arrangements for transactions of this nature. The engagement is led by Rachel Greenwald, lead partner, and Timothy Cho, associate counsel. Actual fees will depend on the duration and complexity of negotiations and the closing timeline.

Additional seller-side costs are estimated at $2,875,000–$3,375,000 in the aggregate, including:

• Accounting and tax advisory fees for the selling shareholders;

• Premium for directors' and officers' liability insurance tail policy (six-year tail);

• Transfer agent fees;

• Miscellaneous filing, printing, and administrative costs; and

• Any transaction-related bonuses or retention payments payable to key employees of MFW at or following closing (to the extent treated as seller expenses under the SPA).

We note that the final determination of which costs constitute "Company Transaction Expenses" for purposes of the SPA, and the mechanics by which such costs are deducted from seller proceeds (e.g., direct payment at closing versus reduction of aggregate consideration), will be addressed in the SPA drafting process.

3. Payoff of MFW Existing Indebtedness. MFW has an outstanding revolving line of credit with Sentinel Commerce Bank, N.A. (2100 Wilson Boulevard, Suite 700, Arlington, Virginia 22201), with an approximate outstanding balance of Four Million Two Hundred Thousand Dollars (~$4,200,000) as of the date of this memorandum. Pursuant to the cash-free, debt-free purchase price structure, this indebtedness will be repaid in full at closing from the Transaction proceeds, effectively reducing the net cash distributed to the selling shareholders.

A payoff letter from Sentinel Commerce Bank will need to be obtained prior to closing, confirming the exact outstanding balance (including accrued interest, fees, and any prepayment penalties, if applicable) as of the anticipated closing date. We will coordinate with HKA and the Company's internal finance team to obtain this payoff letter in a timely manner. Interest will continue to accrue on the outstanding balance until repayment, and accordingly the final payoff amount may differ from the $4,200,000 estimate used in this memorandum.

Upon repayment, all liens and security interests granted to Sentinel Commerce Bank in the assets of MFW will be released, and appropriate UCC termination statements and other release documentation will be filed. We will ensure that evidence of such release is delivered at closing.

4. Escrow Holdback. A portion of the Purchase Price in the amount of Seventeen Million Five Hundred Thousand Dollars ($17,500,000) will be deposited at closing with Northgate Escrow Services LLC (100 Summer Street, Suite 800, Boston, Massachusetts 02110) (the "Escrow Agent") and held in a segregated escrow account (the "Escrow Account") pursuant to the terms of an Escrow Agreement to be executed at closing among the Buyer, the Seller Representative, and the Escrow Agent.

The key terms of the escrow arrangement are as follows:

• Escrow Amount: $17,500,000, representing five percent (5%) of the aggregate deal value ($350,000,000 × 5% = $17,500,000).

• Survival Period: The escrow will be held for a period of eighteen (18) months following the closing date, corresponding to the survival period for the sellers' general representations and warranties under the SPA.

• Estimated Release Date: Assuming a closing date of April 30, 2026, the escrow release date would be approximately October 31, 2027, subject to any pending or unresolved indemnification claims at that time.

• Funding: The escrow amount will be funded from the selling shareholders' proceeds on a pro rata basis, meaning that each selling shareholder's cash-at-close payment will be reduced by his, her, or its pro rata portion of the $17,500,000 escrow deposit.

• Interaction with R&W Insurance: The escrow holdback is expected to interact with the representations and warranties insurance ("R&W Insurance") program being arranged for the Buyer. The R&W Insurance policy (discussed in Section IV.B.5 below) may provide coverage in excess of or in addition to the escrow, and the parties may negotiate a "tipping basket" or deductible structure that is satisfied in whole or in part by claims against the escrow. The coordination of the escrow and R&W Insurance will be an important negotiation point in the SPA.

5. Estimated Buyer-Side Transaction Costs. The following table sets forth the estimated Buyer-side transaction costs. These costs will be funded from the equity contribution of Fund III, in addition to the $175,000,000 equity portion of the Purchase Price.

The following additional notes apply to certain of the Buyer-side costs identified above:

(a) Calderwood & Harkness LLP Legal Fees. Our engagement is structured on an hourly basis, subject to a fee cap of $2,750,000 exclusive of out-of-pocket disbursements (e.g., filing fees, travel, overnight courier charges, and third-party search and due diligence costs). As noted above, a retainer of $150,000 was received on February 12, 2026, and will be applied against final billings. Actual fees will depend on the complexity and duration of negotiations, the scope of due diligence, and any unforeseen issues that arise during the transaction process. We will provide periodic budget updates to James Prentice and Sandra Tung as the matter progresses.

(b) Cobalt Ridge Partners LLC Advisory Fee. Cobalt Ridge Partners LLC is serving as the exclusive financial advisor to Buyer in connection with the Transaction. The advisory fee is a flat fee of $3,500,000, payable in full upon consummation of the Transaction. The engagement is led by Owen Prescott, Managing Director. No portion of the advisory fee is contingent on the financing structure or the identity of the financing sources.

(c) HSR Filing Fee. The filing fee for the pre-merger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is $350,000 based on the current fee thresholds applicable to transactions with a value in excess of $161.5 million but not greater than $500 million. The fee is the Buyer's obligation pursuant to the terms of the LOI. No substantive antitrust concerns are currently anticipated with respect to the Transaction; however, the HSR filing timeline may affect the closing date, as discussed in Section VII below.

(d) R&W Insurance Premium. The representations and warranties insurance policy is being arranged through Trident Peak Insurance Brokers Inc. (Megan Forsythe, lead broker) with Atlas Meridian Underwriters Ltd. as the anticipated carrier. The estimated premium of approximately $1,050,000 is based on a policy limit of $35,000,000 and an indicative rate of 3.0% of the policy limit. Actual premium amounts may vary based on the outcome of the underwriting process, the scope and quality of the sellers' representations and warranties, the results of due diligence, and any exclusions or special conditions imposed by the underwriter. Additional costs may include applicable state premium taxes, surplus lines taxes, broker fees, and policy issuance fees.

(e) Whitmore Sandoval Group LLC (Quality of Earnings). Whitmore Sandoval Group LLC has been engaged to perform buy-side quality of earnings ("QofE") diligence on MFW. The engagement is led by Daniel Ostroff, CPA. The estimated fee range of $300,000–$400,000 is based on the anticipated scope of work, which includes analysis of revenue recognition, customer concentration, EBITDA adjustments, working capital normalization, and identification of potential tax exposures. We note that the QofE analysis has identified a potential sales tax exposure in the range of $800,000–$1,400,000, which may affect purchase price adjustment mechanics or give rise to a special indemnity provision in the SPA (see Section VIII, Open Items).

Total Estimated Equity Outlay from Fund III. Based on the foregoing estimates, the total equity outlay required from Fund III is expected to be approximately $185,675,000–$186,075,000, calculated as the sum of (i) the $175,000,000 equity component of the Purchase Price and (ii) the estimated Buyer-side transaction costs of $10,675,000–$11,075,000.

V. CONSOLIDATED SOURCES AND USES TABLE

Set forth below is a consolidated summary of the anticipated sources and uses of funds for the Transaction, incorporating all items discussed in Sections III and IV above. This table is presented for illustrative purposes and reflects the deal team's current best estimates; all figures are subject to revision as described in Section VI below.

Sources.

Uses.

The following supplemental notes should be considered in connection with the consolidated sources and uses analysis:

• The Revolving Credit Facility ($50,000,000 committed) is not reflected as a funded source in the table above. The Revolving Credit Facility will remain available to MFW post-closing for working capital needs and general corporate purposes, at a commitment fee of $250,000 per year (0.50% per annum) while fully undrawn.

• The net working capital adjustment mechanics (target NWC of $5,800,000) will result in a post-closing true-up payment that may increase or decrease the aggregate Purchase Price. This true-up is not reflected in the preliminary sources and uses analysis. The true-up will be calculated based on a closing balance sheet to be prepared in accordance with the applicable accounting principles specified in the SPA, typically within sixty (60) to ninety (90) days following closing, subject to customary review and dispute resolution procedures.

• The exclusivity deposit of $2,500,000 (deposited with Northgate Escrow Services LLC by Solara on February 25, 2026 pursuant to the terms of the LOI) is not reflected in the sources and uses table. This deposit is refundable and will be either credited against the Purchase Price at closing or returned to Buyer upon termination of the LOI without consummation of the Transaction.

VI. KEY ASSUMPTIONS AND CAVEATS

This memorandum is based on, and the figures presented herein are subject to, the following key assumptions and caveats. The deal team should review these assumptions carefully and advise of any corrections, updates, or changes in circumstances that may affect the analysis.

1. Preliminary Nature of Estimates. All amounts set forth in this memorandum are preliminary and based on information available to the deal team as of the date hereof. Figures are subject to change as due diligence progresses, the SPA and ancillary agreements are negotiated, the financing documentation is finalized, and final invoices are received from service providers.

2. MFW Transaction Expenses. The seller-side transaction expenses are estimated based on known fee arrangements (Redstone Arbor Capital LLC success fee of 1.75%, or $6,125,000; Hawthorne Kinsey & Alcott LLP legal fees estimated at $2,500,000–$3,000,000) and customary additional costs (D&O tail premium, accounting fees, and miscellaneous). Final amounts are subject to confirmation by MFW and HKA closer to closing and may differ from the estimates used herein.

3. Sentinel Commerce Bank Payoff. The outstanding balance on MFW's line of credit with Sentinel Commerce Bank, N.A. is approximately $4,200,000 as of the date of this memorandum. This amount is subject to a payoff letter to be obtained closer to closing. Interest at the applicable rate will continue to accrue on the outstanding balance until the date of repayment, and the final payoff amount may be higher or lower than $4,200,000 depending on the timing of closing and any intervening draws or payments.

4. Calderwood & Harkness LLP Fees. Our legal fees are subject to the $2,750,000 fee cap set forth in the engagement letter, exclusive of disbursements. Actual fees may be lower than the cap depending on the complexity and duration of the Transaction. We will provide periodic fee updates throughout the engagement.

5. Whitmore Sandoval Group LLC Fees. The QofE advisory fees of $300,000–$400,000 are estimated based on the current scope of engagement and are subject to adjustment pending final invoicing. If the scope of the QofE analysis is expanded (for example, to include additional tax diligence related to the identified sales tax exposure), the fees may increase accordingly.

6. R&W Insurance Premium. The estimated R&W insurance premium of approximately $1,050,000 is based on an indicative rate of 3.0% on a policy limit of $35,000,000. The actual premium may vary based on the underwriting process conducted by Atlas Meridian Underwriters Ltd., the scope and quality of the sellers' representations and warranties as negotiated in the SPA, the results of due diligence (including any identified risks or exclusions), and applicable taxes and broker fees. We recommend that the deal team finalize the R&W insurance terms as promptly as practicable to obtain certainty on this cost item.

7. Net Working Capital Adjustment. The target NWC of $5,800,000 is based on the trailing twelve-month average as of December 31, 2025, and is subject to further analysis and negotiation in connection with the SPA. The actual NWC at closing may be higher or lower than the target, resulting in a post-closing true-up payment. The magnitude of any such true-up is not reflected in the sources and uses analysis and could be material depending on the Company's financial condition at closing.

8. Option Treatment. The sources and uses analysis assumes that all 650,000 outstanding stock options (480,000 vested; 170,000 unvested) will be cancelled at closing in exchange for cash consideration equal to the per-share Purchase Price ($35.00) less the weighted-average exercise price ($8.50). The treatment of the 170,000 unvested options remains subject to SPA negotiation. Possible alternative treatments include (a) full acceleration and cash-out, (b) partial acceleration and cash-out with the unvested portion forfeited, or (c) conversion of unvested options into time-based restricted equity in SFH. The treatment ultimately agreed upon may affect the allocation of the Purchase Price among the selling shareholders and option holders.

9. Debt Financing Terms. The terms of the Senior Secured Credit Facility (Term Loan A and Revolving Credit Facility) described herein are indicative and based on the commitment letter (CL-INB-2026-0214) dated February 14, 2026. These terms remain subject to customary flex provisions (including interest rate, OID, and structural flex) and the negotiation of definitive credit documentation. Changes to the debt financing terms could affect the interest rate, amortization schedule, fees, and covenants applicable to the Credit Facility.

10. HSR Filing Fee and Timeline. The HSR filing fee of $350,000 is based on current applicable thresholds established by the Federal Trade Commission for transactions with a value in excess of $161.5 million but not greater than $500 million. No substantive antitrust concerns are currently anticipated with respect to the Transaction based on the parties' respective lines of business and market positions. However, the initial thirty (30) day waiting period following HSR filing may affect the closing timeline, particularly if the FTC or DOJ issues a request for additional information (a "Second Request"), which we do not currently anticipate.

11. Exclusivity Deposit. The exclusivity deposit of $2,500,000 deposited by Buyer with Northgate Escrow Services LLC on February 25, 2026 pursuant to the LOI is not reflected in the sources and uses table. This deposit is refundable to Buyer under the circumstances specified in the LOI and will be credited against the Purchase Price or returned upon consummation or termination, as applicable.

VII. TIMING CONSIDERATIONS

The following summarizes the anticipated timeline for the key financing and Transaction milestones:

The closing date of April 30, 2026 is achievable if the current transaction timeline holds. However, certain factors could cause delay, including (a) the need for additional time to complete due diligence or negotiate the SPA, (b) any extension of the HSR waiting period, (c) delays in the negotiation of definitive credit documentation, or (d) the failure to bind the R&W insurance policy on acceptable terms. We will continue to monitor the timeline and provide updates to the deal team as circumstances develop.

VIII. OPEN ITEMS AND NEXT STEPS

The following items remain open and require attention by the deal team in the near term:

1. Equity Commitment Letter. Finalize the draft ECL for review and execution by Fund III. The ECL should be executed prior to or concurrently with the execution of the SPA, with a target date of March 31, 2026. Claire Nakamura and Viktor Sorensen are reviewing the current draft, and we anticipate receiving their comments by March 10, 2026.

2. Solara Fleet Holdings LLC Formation. Confirm the formation of SFH as a Delaware limited liability company and obtain an EIN from the Internal Revenue Service. Formation documents are being prepared by this firm and are expected to be filed with the Delaware Secretary of State within the next five (5) business days.

3. Sentinel Commerce Bank Payoff Statement. Obtain an updated payoff statement from Sentinel Commerce Bank, N.A. closer to the anticipated closing date to confirm the exact outstanding balance of the MFW line of credit, including accrued interest and any fees or penalties.

4. R&W Insurance. Finalize terms of the R&W insurance policy with Atlas Meridian Underwriters Ltd. through Trident Peak Insurance Brokers Inc. (Megan Forsythe). The underwriting process is underway, and we expect to receive a preliminary indication of terms by mid-March 2026. Key open items include the scope of any underwriting exclusions, the retention (deductible) amount, and the coordination of the R&W policy with the escrow holdback.

5. Quality of Earnings and Sales Tax Exposure. Coordinate with Whitmore Sandoval Group LLC (Daniel Ostroff, CPA) on the final QofE report. The QofE analysis has identified a potential sales tax exposure in the range of $800,000–$1,400,000, arising from the Company's historical nexus positions in certain states. This exposure may affect (a) the purchase price adjustment mechanics in the SPA, (b) the inclusion of a special indemnity provision for identified tax matters, or (c) the scope of the R&W insurance policy exclusions. This issue requires further analysis and discussion with Solara's principals and should be flagged for the SPA negotiation.

6. Definitive Credit Documentation. Negotiate and finalize the definitive credit agreement, security documents, guaranty, and related financing agreements with Cascade & Whitfield LLP (Jonathan Mayer), counsel to the lenders. The credit documentation is expected to be negotiated concurrently with or following execution of the SPA, with a target completion date of approximately two (2) weeks prior to closing.

7. Funds Flow Memorandum. Prepare a detailed funds flow memorandum for execution closer to closing, incorporating final confirmed amounts for all line items, wire instructions for all payees, and a step-by-step closing sequence. The funds flow memorandum will be circulated to all parties and their counsel for review and approval no later than five (5) business days prior to the anticipated closing date.

8. Unvested Option Treatment. Confirm the treatment of the 170,000 unvested options in the SPA drafting. This issue has implications for the allocation of the Purchase Price, the computation of aggregate option cancellation payments, and any post-closing equity incentive arrangements. The deal team should discuss the preferred treatment with Solara's principals and Mr. Holliday's counsel.

9. Tax Efficiency of Buyer-Side Transaction Costs. Assess whether any portion of the Buyer-side transaction costs (particularly the advisory fees and financing arrangement fees) can be borne by the acquired company (MFW) post-closing for tax efficiency purposes. This analysis should consider (a) the deductibility of such costs at the MFW level, (b) any limitations under Section 263 or Section 195 of the Internal Revenue Code, and (c) the potential interaction with the debt covenants and restricted payment provisions in the Credit Facility. This item should be discussed with Sylvia Hartwell at the earliest convenience.

IX. DISTRIBUTION AND CONFIDENTIALITY NOTICE

This memorandum has been prepared by Calderwood & Harkness LLP for the exclusive use of the Project Trident deal team and the principals of Solara Digital Infrastructure LP. This memorandum contains privileged and confidential information and is protected by the attorney-client privilege and the attorney work product doctrine.

This memorandum is not to be distributed, forwarded, or disclosed to any third party—including co-investors, portfolio company personnel (other than as expressly authorized), lenders, lenders' counsel, or any other person or entity—without the prior written authorization of James Prentice, Responsible Partner.

Any inadvertent disclosure of this memorandum to an unintended recipient does not constitute a waiver of any applicable privilege or protection. If you receive this memorandum in error, please contact Andrew Fitzpatrick at Calderwood & Harkness LLP immediately and destroy all copies.

Matter No. 1041-00004 Project Trident PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

Prepared by:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Andrew Fitzpatrick

Title: Lead Associate

Date: February 26, 2026

Calderwood & Harkness LLP	599 Lexington Avenue, 36th Floor, New York, NY 10022	Tel: (212) 555-0199	Fax: (212) 555-0200 This memorandum is confidential and intended solely for the use of the individual(s) to whom it is addressed. Unauthorized use, disclosure, or distribution is prohibited.
FROM:	Andrew Fitzpatrick, Lead Associate, Calderwood & Harkness LLP
TO:	James Prentice, Responsible Partner, Calderwood & Harkness LLP

Sandra Tung, Billing Partner, Calderwood & Harkness LLP

Claire Nakamura, Vice President, Solara Digital Infrastructure LP

Viktor Sorensen, Principal, Solara Digital Infrastructure LP

CC:

Naomi Petersen, Working Associate, Calderwood & Harkness LLP

DATE:	February 26, 2026
RE:	Project Trident — Financing Sources and Uses Summary — Proposed Acquisition of Meridian FleetWorks, Inc.
MATTER NO.:	1041-00004
ENGAGEMENT REF.:	1041-00004
Source	Provider	Amount	Notes
Equity Contribution	Solara Fund III, LP	$175,000,000	Per draft equity commitment letter; subject to finalization
Term Loan A	Ironclad National Bank, N.A. (lead arranger / administrative agent) and Ridgeline Commercial Lending Corp. (co-lender)	$125,000,000	Fully drawn at closing
Revolving Credit Facility	Ironclad National Bank, N.A.	$50,000,000 (committed)	Expected to remain undrawn at closing
Total Committed Sources	$350,000,000	Revolver available but not included in funded total
Total Funded Sources at Close	$300,000,000	$175M equity + $125M Term Loan A
Use	Amount	Notes
Aggregate Purchase Price	$350,000,000	Cash-free, debt-free basis; subject to NWC adjustment
Less: Holliday Rollover Equity	($25,000,000)	Non-cash; equity contribution to Buyer
Net Cash to Selling Shareholders	$325,000,000	Before deductions set forth below
Less: Estimated MFW Transaction Expenses (Seller-Side)	(~$12,000,000)	Deducted from seller proceeds at closing
Less: Payoff of MFW Existing Indebtedness	(~$4,200,000)	Sentinel Commerce Bank, N.A. line of credit
Less: Escrow Holdback	($17,500,000)	Deposited with Northgate Escrow Services LLC
Estimated Net Cash Distributed to Sellers at Closing	~$291,300,000	Subject to final adjustments and NWC true-up
Buyer-Side Transaction Costs (estimated)	~$10,675,000–$11,075,000	See Section IV.B; funded from equity sources
Stockholder	Shares / Options	Gross Consideration	Notes
Garrett Holliday (Co-Founder, CEO)	3,200,000 shares	$112,000,000 gross; less ~$25,000,000 rollover = ~$87,000,000 net cash	Subject to pro rata deductions for seller expenses and escrow
Diana Vasquez-Park (Co-Founder, CTO)	1,800,000 shares	$63,000,000 gross	Subject to pro rata deductions
Pinnacle Bluff Ventures LLC	3,400,000 shares	$119,000,000 gross	Largest single stockholder; Series A holder
Marcus Trahan (VP Engineering)	150,000 shares + 80,000 options	$5,250,000 (shares) + $2,120,000 (options at $26.50 spread) = $7,370,000 gross	Options subject to exercise price of $8.50
Other holders and option pool	Remaining shares and options	Balance of $325,000,000	To be confirmed

Cost Item	Estimated Amount	Payee / Notes
Calderwood & Harkness LLP legal fees	Up to $2,750,000 (cap)	Hourly engagement; cap exclusive of disbursements; $150,000 retainer received February 12, 2026
Cobalt Ridge Partners LLC advisory fee	$3,500,000	Flat fee payable at closing; engagement led by Owen Prescott, Managing Director
Ironclad / Ridgeline arrangement fee	$2,625,000	$175,000,000 × 1.50%; payable at closing
HSR filing fee	$350,000	Buyer's obligation per LOI; based on current thresholds and $350,000,000 transaction value
R&W insurance premium (estimated)	~$1,050,000	Atlas Meridian Underwriters Ltd.; $35,000,000 policy limit × 3.0% rate; plus applicable taxes and fees; brokered by Trident Peak Insurance Brokers Inc. (Megan Forsythe, lead broker)
Whitmore Sandoval Group LLC (QofE)	~$300,000–$400,000 (estimated)	Buy-side quality of earnings diligence; engagement led by Daniel Ostroff, CPA
Title/search/filing fees, formation costs, miscellaneous	~$100,000–$200,000 (estimated)	Includes Delaware formation of SFH, UCC filings, good standing certificates, corporate searches, and related administrative costs
Total Estimated Buyer-Side Costs	~$10,675,000–$11,075,000
Source	Amount
Solara Fund III, LP — Equity Contribution (including Buyer-side transaction costs)	~$185,675,000–$186,075,000
Term Loan A (Ironclad National Bank, N.A. / Ridgeline Commercial Lending Corp.)	$125,000,000
Holliday Rollover Equity (non-cash)	$25,000,000
Total Sources	~$335,675,000–$336,075,000
Use	Amount
Cash to Selling Shareholders (net of rollover, before deductions)	$325,000,000
Less: Seller-Side Transaction Expenses (deducted from proceeds)	(~$12,000,000)
Less: MFW Indebtedness Payoff — Sentinel Commerce Bank, N.A.	(~$4,200,000)
Less: Escrow Deposit — Northgate Escrow Services LLC	($17,500,000)
Net Cash Distributed to Sellers at Closing	~$291,300,000
Holliday Rollover Equity (non-cash)	$25,000,000
Buyer-Side Transaction Costs	~$10,675,000–$11,075,000
Total Uses	~$335,675,000–$336,075,000
Milestone	Target Date	Status
Debt Commitment Letter delivered	February 14, 2026	Completed

Exclusivity deposit funded	February 25, 2026	Completed
LOI diligence completion deadline	March 15, 2026	In progress
Equity Commitment Letter — finalized and executed	March 31, 2026 (target)	Draft in review
Target SPA execution	March 31, 2026	Pending completion of diligence and negotiation
HSR filing	Promptly following SPA execution	Pending SPA execution; estimated 30-day initial waiting period
Definitive credit documentation — negotiation and execution	Concurrently with or prior to closing	To commence upon SPA execution
R&W Insurance policy bound	At or prior to closing	Underwriting in process
Sentinel Commerce Bank payoff	Simultaneously with closing	Payoff letter to be obtained
Target Closing	April 30, 2026	Subject to satisfaction of all closing conditions
Outside Date	June 30, 2026	Termination right if closing has not occurred

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP
MEMORANDUM
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I. EXECUTIVE SUMMARY
The purpose of this memorandum is to provide a preliminary summary of the anticipated sources and uses of funds in connection with the proposed acquisition (the "Transaction") of one hundred percent (100%) of the issued and outstanding shares of common stock and Series A Preferred Stock of Meridian FleetWorks, Inc., a Delaware corporation ("MFW" or the "Company"), by Solara Fleet Holdings LLC ("Buyer" or "SFH"), a newly formed Delaware limited liability company and wholly-owned subsidiary of Solara Fund III, LP ("Fund III"), for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price"). The Transaction is internally designated as Project Trident.
The proposed Transaction is structured as a stock purchase on a cash-free, debt-free basis with a customary net working capital adjustment. The target net working capital ("NWC") has been preliminarily established at Five Million Eight Hundred Thousand Dollars ($5,800,000), based on the trailing twelve-month average as of December 31, 2025, as derived from the Company's unaudited management-prepared financial statements. Any variance between actual closing NWC and the target NWC will result in a post-closing true-up payment in favor of either Buyer or the selling shareholders, as applicable, in accordance with the mechanics to be set forth in the definitive Stock Purchase Agreement (the "SPA").
This memorandum is intended to serve as an internal deal team reference document and to facilitate discussion with the principals of Solara Digital Infrastructure LP ("Solara") regarding the capital structure and funding mechanics of the Transaction. All figures set forth herein are preliminary estimates based on information currently available to the deal team and are subject to revision as due diligence progresses, financing documentation is negotiated and finalized, and the definitive SPA and ancillary agreements are drafted and executed. Accordingly, all amounts should be treated as indicative and should not be relied upon as final or binding until confirmed in a definitive funds flow memorandum to be prepared closer to closing.
We note that the consolidated sources and uses analysis presented herein reflects both cash and non-cash components of the Transaction, including the equity rollover by Garrett Holliday, the Company's Co-Founder and Chief Executive Officer, and identifies all material cost items expected to be incurred by both Buyer and the selling shareholders. A detailed funds flow memorandum, incorporating final confirmed amounts for all line items, will be prepared and circulated for review and execution in advance of the anticipated closing date.
II. TRANSACTION OVERVIEW
Set forth below is a summary of the material terms and structure of the proposed Transaction, as reflected in the executed Letter of Intent dated February 3, 2026 (the "LOI") and subsequent discussions among the parties and their respective advisors.
Buyer. Solara Fleet Holdings LLC, a Delaware limited liability company to be formed for the purpose of consummating the Transaction. SFH will be a wholly-owned subsidiary of Fund III, and its sole member will be Fund III. The formation of SFH is expected to be completed promptly, and an Employer Identification Number ("EIN") will be obtained from the Internal Revenue Service upon formation. The formation documents, including the Certificate of Formation and Limited Liability Company Agreement, are currently being prepared by this firm.
Seller. All stockholders of Meridian FleetWorks, Inc. (Delaware corporation; Delaware Secretary of State File Number 5582037; EIN 47-3891205), with its principal place of business at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102. The Company is a provider of fleet management software and connected vehicle data analytics services, serving primarily mid-market and enterprise-level customers across the logistics, transportation, and last-mile delivery sectors.
Structure. The Transaction is structured as a stock purchase, pursuant to which Buyer will acquire one hundred percent (100%) of all issued and outstanding shares of common stock (7,850,000 shares) and Series A Preferred Stock (1,500,000 shares) of MFW, and all outstanding stock options (650,000 shares subject to outstanding options) will be cancelled and cashed out. The aggregate fully diluted share count is 10,000,000 shares, yielding a per-share price of Thirty-Five Dollars ($35.00) per share ($350,000,000 ÷ 10,000,000 fully diluted shares = $35.00 per share).
Equity Rollover. Garrett Holliday, Co-Founder and Chief Executive Officer of MFW, has agreed in principle to roll over approximately Twenty-Five Million Dollars ($25,000,000) of his equity value (representing approximately 7.14% of the aggregate deal value) into Solara Fleet Holdings LLC in exchange for a membership interest in Buyer. The rollover effectively reduces the net cash payable to selling shareholders at closing from $350,000,000 to approximately Three Hundred Twenty-Five Million Dollars ($325,000,000). The terms and mechanics of the rollover will be governed by a separate Rollover Agreement to be negotiated and executed concurrently with the SPA. It is intended that Mr. Holliday's contribution will qualify as a tax-deferred contribution under Section 721 of the Internal Revenue Code of 1986, as amended (a matter to be confirmed with Sylvia Hartwell and outside tax counsel).
Implied Valuation Multiples. Based on the Company's reported financial metrics, the proposed Purchase Price implies the following valuation multiples:
•  Revenue Multiple: Approximately 5.6× annual recurring revenue ("ARR") ($350,000,000 ÷ $62,000,000 ARR = approximately 5.6×).
•  EBITDA Multiple: Approximately 23.6× earnings before interest, taxes, depreciation, and amortization ("EBITDA") ($350,000,000 ÷ $14,800,000 EBITDA = approximately 23.6×).
These multiples are consistent with precedent transactions in the fleet management and connected vehicle SaaS sectors, as reflected in the comparable transaction analysis prepared by Cobalt Ridge Partners LLC.
Target Closing Date. The parties intend to consummate the Transaction on or about April 30, 2026, subject to the satisfaction or waiver of all conditions to closing set forth in the SPA. The outside date for closing, beyond which either party may terminate the SPA if the Transaction has not been consummated, is June 30, 2026.
Governing Law. The SPA, the ancillary transaction agreements (including the Rollover Agreement, the Employment Agreement with Mr. Holliday, and the Escrow Agreement), and the organizational documents of SFH will each be governed by the laws of the State of Delaware, without regard to principles of conflicts of law.
III. SOURCES OF FUNDS
A. Summary Sources Table
The following table summarizes the anticipated sources of funds for the Transaction:
As discussed in greater detail below, the equity contribution from Fund III will also be the source of Buyer-side transaction costs (estimated at approximately $10,675,000–$11,075,000), which are not reflected in the table above but are addressed in Section IV.B of this memorandum. Accordingly, total equity outlay from Fund III is expected to be approximately $185,675,000–$186,075,000.
B. Equity Contribution — Solara Fund III, LP
Solara Fund III, LP (EIN 84-6239017), a Delaware limited partnership with approximately One Billion Eight Hundred Fifty Million Dollars ($1,850,000,000) in total committed capital, will serve as the primary equity source for the Transaction. Fund III will fund up to One Hundred Seventy-Five Million Dollars ($175,000,000) in equity to Solara Fleet Holdings LLC to finance the equity component of the Purchase Price.
The equity commitment will be documented in an equity commitment letter (the "ECL") to be executed by Fund III in favor of SFH. The ECL is currently in draft form and is being reviewed by Claire Nakamura and Viktor Sorensen on behalf of Solara. Funding under the ECL will be conditioned upon (i) the execution and delivery of the definitive SPA by all parties thereto, (ii) the satisfaction or waiver of all conditions to closing set forth in the SPA, and (iii) the simultaneous funding of the debt financing described in Section III.C below. The ECL is expected to be finalized and executed prior to execution of the SPA, with a target date of March 31, 2026.
The general partner of Fund III is Solara Digital Infrastructure GP LLC, a Delaware limited liability company. All decisions relating to the equity commitment, including the final approved amount and the conditions to funding, will be made by the general partner in accordance with Fund III's limited partnership agreement.
The equity amount of $175,000,000 represents the aggregate Purchase Price of $350,000,000, less the $125,000,000 in committed Term Loan A debt financing and the $50,000,000 Revolving Credit Facility (which is not expected to be drawn at closing). Because Buyer-side transaction costs (as detailed in Section IV.B below) will also be funded from equity sources unless otherwise allocated, the total equity outlay from Fund III may exceed $175,000,000. Based on current estimates, total equity funding required from Fund III, inclusive of transaction costs, is expected to range from approximately $185,675,000 to $186,075,000. This amount represents approximately 10.0%–10.1% of Fund III's total committed capital of $1,850,000,000 and is within the concentration limits set forth in Fund III's limited partnership agreement.
C. Senior Secured Credit Facility — Debt Financing
The debt component of the Transaction financing will be provided under a Senior Secured Credit Facility (the "Credit Facility") pursuant to a commitment letter (reference number CL-INB-2026-0214) dated February 14, 2026, delivered by Ironclad National Bank, N.A. ("Ironclad") and Ridgeline Commercial Lending Corp. ("Ridgeline") to Solara Fleet Holdings LLC.
The material terms of the Credit Facility, as set forth in the commitment letter and accompanying term sheet, are summarized below. We note that these terms are indicative and remain subject to customary flex provisions and the negotiation of definitive credit documentation, which is expected to be prepared by Cascade & Whitfield LLP (51 West 52nd Street, New York, New York 10019), counsel to the lenders, under the supervision of Jonathan Mayer, lead partner.
Administrative Agent, Sole Lead Arranger, and Sole Bookrunner: Ironclad National Bank, N.A. (200 Liberty Street, New York, New York 10281).
Co-Lender: Ridgeline Commercial Lending Corp. (101 Federal Street, Suite 2800, Boston, Massachusetts 02110), participating in a portion of the Term Loan A tranche as described below.
Total Facility: One Hundred Seventy-Five Million Dollars ($175,000,000), comprised of the Term Loan A and the Revolving Credit Facility.
1. Term Loan A.  
•  Commitment Amount: $125,000,000, of which Ridgeline Commercial Lending Corp. will participate in $50,000,000 and Ironclad National Bank, N.A. will retain $75,000,000.
•  Term: Five (5) years from the closing date of the Transaction.
•  Interest Rate (Indicative): Secured Overnight Financing Rate ("SOFR") plus 400 basis points (4.00%), subject to customary SOFR floor and adjustment provisions. The applicable margin may be subject to a pricing grid based on the Company's leverage ratio following closing.
•  Amortization: Quarterly amortization at a rate of five percent (5.0%) per annum of the original principal amount. This results in annual amortization of $6,250,000 ($125,000,000 × 5.0%) and quarterly amortization payments of $1,562,500. The remaining outstanding principal balance will be due and payable in a single bullet payment at maturity.
•  Funding: To be fully drawn at closing. Proceeds will be applied, together with the equity contribution from Fund III, to fund the Purchase Price and related transaction costs.
•  Security: The Term Loan A will be secured by a first-priority lien on substantially all assets of the Buyer and, following consummation of the Transaction, of MFW and its subsidiaries (if any), including without limitation all accounts receivable, inventory, equipment, intellectual property, general intangibles, deposit accounts, and the equity interests in MFW held by SFH. The specific collateral package will be documented in the definitive credit agreement and related security documents.
•  Guaranty: MFW will be required to provide a guaranty of all obligations under the Credit Facility following consummation of the Transaction.
2. Revolving Credit Facility.  
•  Commitment Amount: $50,000,000.
•  Term: Five (5) years from the closing date of the Transaction, co-terminus with the Term Loan A.
•  Interest Rate (Indicative): SOFR plus 375 basis points (3.75%) on any drawn amounts.
•  Commitment Fee on Undrawn Amounts: 0.50% per annum on the average daily undrawn balance. Assuming the Revolving Credit Facility remains fully undrawn, the annual commitment fee would be $250,000 ($50,000,000 × 0.50%).
•  Expected Status at Closing: The Revolving Credit Facility is expected to remain undrawn at closing. It will be available post-closing for general working capital needs and general corporate purposes of MFW.
•  Borrowing Mechanics: The Revolving Credit Facility will be available to MFW for draws in minimum amounts and upon advance notice to be specified in the definitive credit agreement.
3. Arrangement Fee.  
•  An arrangement fee of 1.50% of total commitments under the Credit Facility will be payable to Ironclad National Bank, N.A. at closing. The arrangement fee is calculated as $175,000,000 × 1.50% = $2,625,000.
•  This fee is included in the estimated Buyer-side transaction costs detailed in Section IV.B below.
D. Holliday Rollover Equity
As noted in Section II above, Garrett Holliday has agreed to contribute a portion of his equity consideration, with an approximate value of Twenty-Five Million Dollars ($25,000,000), back into Solara Fleet Holdings LLC in exchange for a membership interest in the Buyer entity, rather than receiving the full amount of his pro rata share of cash consideration at closing. This rollover investment will be documented in a Rollover Agreement to be negotiated and executed concurrently with the SPA and the LLC Agreement of SFH.
The effect of the Holliday Rollover is to reduce the aggregate cash required at closing by $25,000,000. Mr. Holliday's membership interest percentage in SFH post-closing will be determined based on the proportion of his rollover equity to the total post-closing equity capitalization of SFH, subject to any dilutive effects of management incentive equity programs to be established after closing.
It is intended that Mr. Holliday's contribution of his equity interest to SFH will qualify as a tax-deferred contribution under Section 721 of the Internal Revenue Code of 1986, as amended, such that no gain or loss will be recognized by Mr. Holliday at the time of the rollover contribution. This treatment is subject to confirmation with Sylvia Hartwell, our tax specialist partner, and any outside tax advisors engaged by the deal team. Particular attention will need to be given to the characterization of the contributed equity (i.e., whether it constitutes a contribution of property or a disguised sale) and any applicable partnership tax provisions that may affect the treatment.
IV. USES OF FUNDS
A. Summary Uses Table
The following table summarizes the anticipated uses of funds in connection with the Transaction:
B. Detailed Breakdown of Uses
1. Net Cash Payable to Selling Shareholders.  The aggregate Purchase Price of $350,000,000, less the Holliday Rollover of $25,000,000, yields net cash payable to all selling shareholders of $325,000,000. The per-share price, calculated on a fully diluted basis, is $35.00 per share ($350,000,000 ÷ 10,000,000 fully diluted shares).
Treatment of Outstanding Options. There are 650,000 stock options outstanding under MFW's 2019 Equity Incentive Plan. Of these, 480,000 options are fully vested and 170,000 options remain unvested. The treatment of unvested options is subject to negotiation in the SPA; however, for purposes of this preliminary analysis, we assume all 650,000 options will be cancelled at closing in exchange for cash consideration equal to the excess of the per-share merger consideration ($35.00) over the applicable exercise price. The weighted-average exercise price of all outstanding options is $8.50 per share. Accordingly:
•  Net per-option spread: $35.00 − $8.50 = $26.50
•  Aggregate net proceeds to option holders: $26.50 × 650,000 = $17,225,000
•  Aggregate exercise price paid in: $8.50 × 650,000 = $5,525,000
The option cancellation payments will be made by the Company (or by Buyer on behalf of the Company) at closing and will be subject to applicable tax withholding. The aggregate effect of the option cancellation is already reflected in the $350,000,000 fully diluted Purchase Price calculation.
Major Stockholder Cash-at-Close Breakdown. The following table sets forth the estimated gross cash consideration payable to the major stockholders of MFW, before deduction of seller-side expenses, escrow holdback, and the Holliday Rollover adjustment. This breakdown is preliminary and is presented for illustrative purposes only; final amounts will depend on the allocation provisions of the SPA and the Company's organizational documents, including any liquidation preferences applicable to the Series A Preferred Stock.
We note that the allocation of the Purchase Price among common stock and Series A Preferred Stock will need to account for any liquidation preference or participation rights attaching to the Series A Preferred Stock. Diligence is ongoing with respect to the MFW certificate of incorporation and the terms of the Series A financing, and the waterfall analysis will be updated accordingly.
2. Estimated MFW Transaction Expenses (Seller-Side, Deducted from Proceeds).  The seller-side transaction expenses are estimated in the aggregate at approximately Twelve Million Dollars (~$12,000,000). These expenses will be incurred by MFW and/or the selling shareholders and, pursuant to customary practice and as contemplated in the LOI, will be deducted from the gross proceeds payable to the selling shareholders at closing. The principal components of the estimated seller-side expenses are as follows:
(a) Financial Advisory Fee — Redstone Arbor Capital LLC.
Redstone Arbor Capital LLC is acting as exclusive financial advisor to MFW and the selling shareholders in connection with the Transaction. Pursuant to its engagement letter with MFW, Redstone Arbor is entitled to a success fee equal to 1.75% of the aggregate transaction value upon the consummation of the Transaction. Based on the Purchase Price of $350,000,000, the success fee is calculated as $350,000,000 × 1.75% = $6,125,000. The engagement is led by Priya Chandrasekaran, Managing Director. Payment of this fee is conditioned on closing and is expected to be deducted from seller proceeds at closing.
(b) Legal Fees — Hawthorne Kinsey & Alcott LLP.
Hawthorne Kinsey & Alcott LLP ("HKA") is serving as primary outside counsel to MFW and the selling shareholders. Legal fees are estimated at $2,500,000–$3,000,000, based on the scope and complexity of the Transaction and consistent with HKA's customary fee arrangements for transactions of this nature. The engagement is led by Rachel Greenwald, lead partner, and Timothy Cho, associate counsel. Actual fees will depend on the duration and complexity of negotiations and the closing timeline.
(c) Other Seller-Side Costs.
Additional seller-side costs are estimated at $2,875,000–$3,375,000 in the aggregate, including:
•  Accounting and tax advisory fees for the selling shareholders;
•  Premium for directors' and officers' liability insurance tail policy (six-year tail);
•  Transfer agent fees;
•  Miscellaneous filing, printing, and administrative costs; and
•  Any transaction-related bonuses or retention payments payable to key employees of MFW at or following closing (to the extent treated as seller expenses under the SPA).
We note that the final determination of which costs constitute "Company Transaction Expenses" for purposes of the SPA, and the mechanics by which such costs are deducted from seller proceeds (e.g., direct payment at closing versus reduction of aggregate consideration), will be addressed in the SPA drafting process.
3. Payoff of MFW Existing Indebtedness.  MFW has an outstanding revolving line of credit with Sentinel Commerce Bank, N.A. (2100 Wilson Boulevard, Suite 700, Arlington, Virginia 22201), with an approximate outstanding balance of Four Million Two Hundred Thousand Dollars (~$4,200,000) as of the date of this memorandum. Pursuant to the cash-free, debt-free purchase price structure, this indebtedness will be repaid in full at closing from the Transaction proceeds, effectively reducing the net cash distributed to the selling shareholders.
A payoff letter from Sentinel Commerce Bank will need to be obtained prior to closing, confirming the exact outstanding balance (including accrued interest, fees, and any prepayment penalties, if applicable) as of the anticipated closing date. We will coordinate with HKA and the Company's internal finance team to obtain this payoff letter in a timely manner. Interest will continue to accrue on the outstanding balance until repayment, and accordingly the final payoff amount may differ from the $4,200,000 estimate used in this memorandum.
Upon repayment, all liens and security interests granted to Sentinel Commerce Bank in the assets of MFW will be released, and appropriate UCC termination statements and other release documentation will be filed. We will ensure that evidence of such release is delivered at closing.
4. Escrow Holdback.  A portion of the Purchase Price in the amount of Seventeen Million Five Hundred Thousand Dollars ($17,500,000) will be deposited at closing with Northgate Escrow Services LLC (100 Summer Street, Suite 800, Boston, Massachusetts 02110) (the "Escrow Agent") and held in a segregated escrow account (the "Escrow Account") pursuant to the terms of an Escrow Agreement to be executed at closing among the Buyer, the Seller Representative, and the Escrow Agent.
The key terms of the escrow arrangement are as follows:
•  Escrow Amount: $17,500,000, representing five percent (5%) of the aggregate deal value ($350,000,000 × 5% = $17,500,000).
•  Survival Period: The escrow will be held for a period of eighteen (18) months following the closing date, corresponding to the survival period for the sellers' general representations and warranties under the SPA.
•  Estimated Release Date: Assuming a closing date of April 30, 2026, the escrow release date would be approximately October 31, 2027, subject to any pending or unresolved indemnification claims at that time.
•  Funding: The escrow amount will be funded from the selling shareholders' proceeds on a pro rata basis, meaning that each selling shareholder's cash-at-close payment will be reduced by his, her, or its pro rata portion of the $17,500,000 escrow deposit.
•  Interaction with R&W Insurance: The escrow holdback is expected to interact with the representations and warranties insurance ("R&W Insurance") program being arranged for the Buyer. The R&W Insurance policy (discussed in Section IV.B.5 below) may provide coverage in excess of or in addition to the escrow, and the parties may negotiate a "tipping basket" or deductible structure that is satisfied in whole or in part by claims against the escrow. The coordination of the escrow and R&W Insurance will be an important negotiation point in the SPA.
5. Estimated Buyer-Side Transaction Costs.  The following table sets forth the estimated Buyer-side transaction costs. These costs will be funded from the equity contribution of Fund III, in addition to the $175,000,000 equity portion of the Purchase Price.
The following additional notes apply to certain of the Buyer-side costs identified above:
(a) Calderwood & Harkness LLP Legal Fees. Our engagement is structured on an hourly basis, subject to a fee cap of $2,750,000 exclusive of out-of-pocket disbursements (e.g., filing fees, travel, overnight courier charges, and third-party search and due diligence costs). As noted above, a retainer of $150,000 was received on February 12, 2026, and will be applied against final billings. Actual fees will depend on the complexity and duration of negotiations, the scope of due diligence, and any unforeseen issues that arise during the transaction process. We will provide periodic budget updates to James Prentice and Sandra Tung as the matter progresses.
(b) Cobalt Ridge Partners LLC Advisory Fee. Cobalt Ridge Partners LLC is serving as the exclusive financial advisor to Buyer in connection with the Transaction. The advisory fee is a flat fee of $3,500,000, payable in full upon consummation of the Transaction. The engagement is led by Owen Prescott, Managing Director. No portion of the advisory fee is contingent on the financing structure or the identity of the financing sources.
(c) HSR Filing Fee. The filing fee for the pre-merger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is $350,000 based on the current fee thresholds applicable to transactions with a value in excess of $161.5 million but not greater than $500 million. The fee is the Buyer's obligation pursuant to the terms of the LOI. No substantive antitrust concerns are currently anticipated with respect to the Transaction; however, the HSR filing timeline may affect the closing date, as discussed in Section VII below.
(d) R&W Insurance Premium. The representations and warranties insurance policy is being arranged through Trident Peak Insurance Brokers Inc. (Megan Forsythe, lead broker) with Atlas Meridian Underwriters Ltd. as the anticipated carrier. The estimated premium of approximately $1,050,000 is based on a policy limit of $35,000,000 and an indicative rate of 3.0% of the policy limit. Actual premium amounts may vary based on the outcome of the underwriting process, the scope and quality of the sellers' representations and warranties, the results of due diligence, and any exclusions or special conditions imposed by the underwriter. Additional costs may include applicable state premium taxes, surplus lines taxes, broker fees, and policy issuance fees.
(e) Whitmore Sandoval Group LLC (Quality of Earnings). Whitmore Sandoval Group LLC has been engaged to perform buy-side quality of earnings ("QofE") diligence on MFW. The engagement is led by Daniel Ostroff, CPA. The estimated fee range of $300,000–$400,000 is based on the anticipated scope of work, which includes analysis of revenue recognition, customer concentration, EBITDA adjustments, working capital normalization, and identification of potential tax exposures. We note that the QofE analysis has identified a potential sales tax exposure in the range of $800,000–$1,400,000, which may affect purchase price adjustment mechanics or give rise to a special indemnity provision in the SPA (see Section VIII, Open Items).
Total Estimated Equity Outlay from Fund III. Based on the foregoing estimates, the total equity outlay required from Fund III is expected to be approximately $185,675,000–$186,075,000, calculated as the sum of (i) the $175,000,000 equity component of the Purchase Price and (ii) the estimated Buyer-side transaction costs of $10,675,000–$11,075,000.
V. CONSOLIDATED SOURCES AND USES TABLE
Set forth below is a consolidated summary of the anticipated sources and uses of funds for the Transaction, incorporating all items discussed in Sections III and IV above. This table is presented for illustrative purposes and reflects the deal team's current best estimates; all figures are subject to revision as described in Section VI below.
Sources.  
Uses.  
The following supplemental notes should be considered in connection with the consolidated sources and uses analysis:
•  The Revolving Credit Facility ($50,000,000 committed) is not reflected as a funded source in the table above. The Revolving Credit Facility will remain available to MFW post-closing for working capital needs and general corporate purposes, at a commitment fee of $250,000 per year (0.50% per annum) while fully undrawn.
•  The net working capital adjustment mechanics (target NWC of $5,800,000) will result in a post-closing true-up payment that may increase or decrease the aggregate Purchase Price. This true-up is not reflected in the preliminary sources and uses analysis. The true-up will be calculated based on a closing balance sheet to be prepared in accordance with the applicable accounting principles specified in the SPA, typically within sixty (60) to ninety (90) days following closing, subject to customary review and dispute resolution procedures.
•  The exclusivity deposit of $2,500,000 (deposited with Northgate Escrow Services LLC by Solara on February 25, 2026 pursuant to the terms of the LOI) is not reflected in the sources and uses table. This deposit is refundable and will be either credited against the Purchase Price at closing or returned to Buyer upon termination of the LOI without consummation of the Transaction.
VI. KEY ASSUMPTIONS AND CAVEATS
This memorandum is based on, and the figures presented herein are subject to, the following key assumptions and caveats. The deal team should review these assumptions carefully and advise of any corrections, updates, or changes in circumstances that may affect the analysis.
1.  Preliminary Nature of Estimates. All amounts set forth in this memorandum are preliminary and based on information available to the deal team as of the date hereof. Figures are subject to change as due diligence progresses, the SPA and ancillary agreements are negotiated, the financing documentation is finalized, and final invoices are received from service providers.
2.  MFW Transaction Expenses. The seller-side transaction expenses are estimated based on known fee arrangements (Redstone Arbor Capital LLC success fee of 1.75%, or $6,125,000; Hawthorne Kinsey & Alcott LLP legal fees estimated at $2,500,000–$3,000,000) and customary additional costs (D&O tail premium, accounting fees, and miscellaneous). Final amounts are subject to confirmation by MFW and HKA closer to closing and may differ from the estimates used herein.
3.  Sentinel Commerce Bank Payoff. The outstanding balance on MFW's line of credit with Sentinel Commerce Bank, N.A. is approximately $4,200,000 as of the date of this memorandum. This amount is subject to a payoff letter to be obtained closer to closing. Interest at the applicable rate will continue to accrue on the outstanding balance until the date of repayment, and the final payoff amount may be higher or lower than $4,200,000 depending on the timing of closing and any intervening draws or payments.
4.  Calderwood & Harkness LLP Fees. Our legal fees are subject to the $2,750,000 fee cap set forth in the engagement letter, exclusive of disbursements. Actual fees may be lower than the cap depending on the complexity and duration of the Transaction. We will provide periodic fee updates throughout the engagement.
5.  Whitmore Sandoval Group LLC Fees. The QofE advisory fees of $300,000–$400,000 are estimated based on the current scope of engagement and are subject to adjustment pending final invoicing. If the scope of the QofE analysis is expanded (for example, to include additional tax diligence related to the identified sales tax exposure), the fees may increase accordingly.
6.  R&W Insurance Premium. The estimated R&W insurance premium of approximately $1,050,000 is based on an indicative rate of 3.0% on a policy limit of $35,000,000. The actual premium may vary based on the underwriting process conducted by Atlas Meridian Underwriters Ltd., the scope and quality of the sellers' representations and warranties as negotiated in the SPA, the results of due diligence (including any identified risks or exclusions), and applicable taxes and broker fees. We recommend that the deal team finalize the R&W insurance terms as promptly as practicable to obtain certainty on this cost item.
7.  Net Working Capital Adjustment. The target NWC of $5,800,000 is based on the trailing twelve-month average as of December 31, 2025, and is subject to further analysis and negotiation in connection with the SPA. The actual NWC at closing may be higher or lower than the target, resulting in a post-closing true-up payment. The magnitude of any such true-up is not reflected in the sources and uses analysis and could be material depending on the Company's financial condition at closing.
8.  Option Treatment. The sources and uses analysis assumes that all 650,000 outstanding stock options (480,000 vested; 170,000 unvested) will be cancelled at closing in exchange for cash consideration equal to the per-share Purchase Price ($35.00) less the weighted-average exercise price ($8.50). The treatment of the 170,000 unvested options remains subject to SPA negotiation. Possible alternative treatments include (a) full acceleration and cash-out, (b) partial acceleration and cash-out with the unvested portion forfeited, or (c) conversion of unvested options into time-based restricted equity in SFH. The treatment ultimately agreed upon may affect the allocation of the Purchase Price among the selling shareholders and option holders.
9.  Debt Financing Terms. The terms of the Senior Secured Credit Facility (Term Loan A and Revolving Credit Facility) described herein are indicative and based on the commitment letter (CL-INB-2026-0214) dated February 14, 2026. These terms remain subject to customary flex provisions (including interest rate, OID, and structural flex) and the negotiation of definitive credit documentation. Changes to the debt financing terms could affect the interest rate, amortization schedule, fees, and covenants applicable to the Credit Facility.
10.  HSR Filing Fee and Timeline. The HSR filing fee of $350,000 is based on current applicable thresholds established by the Federal Trade Commission for transactions with a value in excess of $161.5 million but not greater than $500 million. No substantive antitrust concerns are currently anticipated with respect to the Transaction based on the parties' respective lines of business and market positions. However, the initial thirty (30) day waiting period following HSR filing may affect the closing timeline, particularly if the FTC or DOJ issues a request for additional information (a "Second Request"), which we do not currently anticipate.
11.  Exclusivity Deposit. The exclusivity deposit of $2,500,000 deposited by Buyer with Northgate Escrow Services LLC on February 25, 2026 pursuant to the LOI is not reflected in the sources and uses table. This deposit is refundable to Buyer under the circumstances specified in the LOI and will be credited against the Purchase Price or returned upon consummation or termination, as applicable.
VII. TIMING CONSIDERATIONS
The following summarizes the anticipated timeline for the key financing and Transaction milestones:
The closing date of April 30, 2026 is achievable if the current transaction timeline holds. However, certain factors could cause delay, including (a) the need for additional time to complete due diligence or negotiate the SPA, (b) any extension of the HSR waiting period, (c) delays in the negotiation of definitive credit documentation, or (d) the failure to bind the R&W insurance policy on acceptable terms. We will continue to monitor the timeline and provide updates to the deal team as circumstances develop.
VIII. OPEN ITEMS AND NEXT STEPS
The following items remain open and require attention by the deal team in the near term:
1.  Equity Commitment Letter. Finalize the draft ECL for review and execution by Fund III. The ECL should be executed prior to or concurrently with the execution of the SPA, with a target date of March 31, 2026. Claire Nakamura and Viktor Sorensen are reviewing the current draft, and we anticipate receiving their comments by March 10, 2026.
2.  Solara Fleet Holdings LLC Formation. Confirm the formation of SFH as a Delaware limited liability company and obtain an EIN from the Internal Revenue Service. Formation documents are being prepared by this firm and are expected to be filed with the Delaware Secretary of State within the next five (5) business days.
3.  Sentinel Commerce Bank Payoff Statement. Obtain an updated payoff statement from Sentinel Commerce Bank, N.A. closer to the anticipated closing date to confirm the exact outstanding balance of the MFW line of credit, including accrued interest and any fees or penalties.
4.  R&W Insurance. Finalize terms of the R&W insurance policy with Atlas Meridian Underwriters Ltd. through Trident Peak Insurance Brokers Inc. (Megan Forsythe). The underwriting process is underway, and we expect to receive a preliminary indication of terms by mid-March 2026. Key open items include the scope of any underwriting exclusions, the retention (deductible) amount, and the coordination of the R&W policy with the escrow holdback.
5.  Quality of Earnings and Sales Tax Exposure. Coordinate with Whitmore Sandoval Group LLC (Daniel Ostroff, CPA) on the final QofE report. The QofE analysis has identified a potential sales tax exposure in the range of $800,000–$1,400,000, arising from the Company's historical nexus positions in certain states. This exposure may affect (a) the purchase price adjustment mechanics in the SPA, (b) the inclusion of a special indemnity provision for identified tax matters, or (c) the scope of the R&W insurance policy exclusions. This issue requires further analysis and discussion with Solara's principals and should be flagged for the SPA negotiation.
6.  Definitive Credit Documentation. Negotiate and finalize the definitive credit agreement, security documents, guaranty, and related financing agreements with Cascade & Whitfield LLP (Jonathan Mayer), counsel to the lenders. The credit documentation is expected to be negotiated concurrently with or following execution of the SPA, with a target completion date of approximately two (2) weeks prior to closing.
7.  Funds Flow Memorandum. Prepare a detailed funds flow memorandum for execution closer to closing, incorporating final confirmed amounts for all line items, wire instructions for all payees, and a step-by-step closing sequence. The funds flow memorandum will be circulated to all parties and their counsel for review and approval no later than five (5) business days prior to the anticipated closing date.
8.  Unvested Option Treatment. Confirm the treatment of the 170,000 unvested options in the SPA drafting. This issue has implications for the allocation of the Purchase Price, the computation of aggregate option cancellation payments, and any post-closing equity incentive arrangements. The deal team should discuss the preferred treatment with Solara's principals and Mr. Holliday's counsel.
9.  Tax Efficiency of Buyer-Side Transaction Costs. Assess whether any portion of the Buyer-side transaction costs (particularly the advisory fees and financing arrangement fees) can be borne by the acquired company (MFW) post-closing for tax efficiency purposes. This analysis should consider (a) the deductibility of such costs at the MFW level, (b) any limitations under Section 263 or Section 195 of the Internal Revenue Code, and (c) the potential interaction with the debt covenants and restricted payment provisions in the Credit Facility. This item should be discussed with Sylvia Hartwell at the earliest convenience.
IX. DISTRIBUTION AND CONFIDENTIALITY NOTICE
This memorandum has been prepared by Calderwood & Harkness LLP for the exclusive use of the Project Trident deal team and the principals of Solara Digital Infrastructure LP. This memorandum contains privileged and confidential information and is protected by the attorney-client privilege and the attorney work product doctrine.
This memorandum is not to be distributed, forwarded, or disclosed to any third party—including co-investors, portfolio company personnel (other than as expressly authorized), lenders, lenders' counsel, or any other person or entity—without the prior written authorization of James Prentice, Responsible Partner.
Any inadvertent disclosure of this memorandum to an unintended recipient does not constitute a waiver of any applicable privilege or protection. If you receive this memorandum in error, please contact Andrew Fitzpatrick at Calderwood & Harkness LLP immediately and destroy all copies.
Matter No. 1041-00004 Project Trident PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Prepared by:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Andrew Fitzpatrick
Title: Lead Associate
Date: February 26, 2026
Calderwood & Harkness LLP | 599 Lexington Avenue, 36th Floor, New York, NY 10022 | Tel: (212) 555-0199 | Fax: (212) 555-0200 This memorandum is confidential and intended solely for the use of the individual(s) to whom it is addressed. Unauthorized use, disclosure, or distribution is prohibited.
FROM: | Andrew Fitzpatrick, Lead Associate, Calderwood & Harkness LLP
TO: | James Prentice, Responsible Partner, Calderwood & Harkness LLP
Sandra Tung, Billing Partner, Calderwood & Harkness LLP
Claire Nakamura, Vice President, Solara Digital Infrastructure LP
Viktor Sorensen, Principal, Solara Digital Infrastructure LP
CC: | Sylvia Hartwell, Tax Specialist Partner, Calderwood & Harkness LLP
Naomi Petersen, Working Associate, Calderwood & Harkness LLP
DATE: | February 26, 2026
RE: | Project Trident — Financing Sources and Uses Summary — Proposed Acquisition of Meridian FleetWorks, Inc.
MATTER NO.: | 1041-00004
ENGAGEMENT REF.: | 1041-00004
Source | Provider | Amount | Notes
Equity Contribution | Solara Fund III, LP | $175,000,000 | Per draft equity commitment letter; subject to finalization
Term Loan A | Ironclad National Bank, N.A. (lead arranger / administrative agent) and Ridgeline Commercial Lending Corp. (co-lender) | $125,000,000 | Fully drawn at closing
Revolving Credit Facility | Ironclad National Bank, N.A. | $50,000,000 (committed) | Expected to remain undrawn at closing
Total Committed Sources | $350,000,000 | Revolver available but not included in funded total
Total Funded Sources at Close | $300,000,000 | $175M equity + $125M Term Loan A
Use | Amount | Notes
Aggregate Purchase Price | $350,000,000 | Cash-free, debt-free basis; subject to NWC adjustment
Less: Holliday Rollover Equity | ($25,000,000) | Non-cash; equity contribution to Buyer
Net Cash to Selling Shareholders | $325,000,000 | Before deductions set forth below
Less: Estimated MFW Transaction Expenses (Seller-Side) | (~$12,000,000) | Deducted from seller proceeds at closing
Less: Payoff of MFW Existing Indebtedness | (~$4,200,000) | Sentinel Commerce Bank, N.A. line of credit
Less: Escrow Holdback | ($17,500,000) | Deposited with Northgate Escrow Services LLC
Estimated Net Cash Distributed to Sellers at Closing | ~$291,300,000 | Subject to final adjustments and NWC true-up
Buyer-Side Transaction Costs (estimated) | ~$10,675,000–$11,075,000 | See Section IV.B; funded from equity sources
Stockholder | Shares / Options | Gross Consideration | Notes
Garrett Holliday (Co-Founder, CEO) | 3,200,000 shares | $112,000,000 gross; less ~$25,000,000 rollover = ~$87,000,000 net cash | Subject to pro rata deductions for seller expenses and escrow
Diana Vasquez-Park (Co-Founder, CTO) | 1,800,000 shares | $63,000,000 gross | Subject to pro rata deductions
Pinnacle Bluff Ventures LLC | 3,400,000 shares | $119,000,000 gross | Largest single stockholder; Series A holder
Marcus Trahan (VP Engineering) | 150,000 shares + 80,000 options | $5,250,000 (shares) + $2,120,000 (options at $26.50 spread) = $7,370,000 gross | Options subject to exercise price of $8.50
Other holders and option pool | Remaining shares and options | Balance of $325,000,000 | To be confirmed
Cost Item | Estimated Amount | Payee / Notes
Calderwood & Harkness LLP legal fees | Up to $2,750,000 (cap) | Hourly engagement; cap exclusive of disbursements; $150,000 retainer received February 12, 2026
Cobalt Ridge Partners LLC advisory fee | $3,500,000 | Flat fee payable at closing; engagement led by Owen Prescott, Managing Director
Ironclad / Ridgeline arrangement fee | $2,625,000 | $175,000,000 × 1.50%; payable at closing
HSR filing fee | $350,000 | Buyer's obligation per LOI; based on current thresholds and $350,000,000 transaction value
R&W insurance premium (estimated) | ~$1,050,000 | Atlas Meridian Underwriters Ltd.; $35,000,000 policy limit × 3.0% rate; plus applicable taxes and fees; brokered by Trident Peak Insurance Brokers Inc. (Megan Forsythe, lead broker)
Whitmore Sandoval Group LLC (QofE) | ~$300,000–$400,000 (estimated) | Buy-side quality of earnings diligence; engagement led by Daniel Ostroff, CPA
Title/search/filing fees, formation costs, miscellaneous | ~$100,000–$200,000 (estimated) | Includes Delaware formation of SFH, UCC filings, good standing certificates, corporate searches, and related administrative costs
Total Estimated Buyer-Side Costs | ~$10,675,000–$11,075,000
Source | Amount
Solara Fund III, LP — Equity Contribution (including Buyer-side transaction costs) | ~$185,675,000–$186,075,000
Term Loan A (Ironclad National Bank, N.A. / Ridgeline Commercial Lending Corp.) | $125,000,000
Holliday Rollover Equity (non-cash) | $25,000,000
Total Sources | ~$335,675,000–$336,075,000
Use | Amount
Cash to Selling Shareholders (net of rollover, before deductions) | $325,000,000
Less: Seller-Side Transaction Expenses (deducted from proceeds) | (~$12,000,000)
Less: MFW Indebtedness Payoff — Sentinel Commerce Bank, N.A. | (~$4,200,000)
Less: Escrow Deposit — Northgate Escrow Services LLC | ($17,500,000)
Net Cash Distributed to Sellers at Closing | ~$291,300,000
Holliday Rollover Equity (non-cash) | $25,000,000
Buyer-Side Transaction Costs | ~$10,675,000–$11,075,000
Total Uses | ~$335,675,000–$336,075,000
Milestone | Target Date | Status
Debt Commitment Letter delivered | February 14, 2026 | Completed
Exclusivity deposit funded | February 25, 2026 | Completed
LOI diligence completion deadline | March 15, 2026 | In progress
Equity Commitment Letter — finalized and executed | March 31, 2026 (target) | Draft in review
Target SPA execution | March 31, 2026 | Pending completion of diligence and negotiation
HSR filing | Promptly following SPA execution | Pending SPA execution; estimated 30-day initial waiting period
Definitive credit documentation — negotiation and execution | Concurrently with or prior to closing | To commence upon SPA execution
R&W Insurance policy bound | At or prior to closing | Underwriting in process
Sentinel Commerce Bank payoff | Simultaneously with closing | Payoff letter to be obtained
Target Closing | April 30, 2026 | Subject to satisfaction of all closing conditions
Outside Date | June 30, 2026 | Termination right if closing has not occurred

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

MEMORANDUM

I. EXECUTIVE SUMMARY

II. TRANSACTION OVERVIEW

III. SOURCES OF FUNDS

IV. USES OF FUNDS

V. CONSOLIDATED SOURCES AND USES TABLE

VI. KEY ASSUMPTIONS AND CAVEATS

VII. TIMING CONSIDERATIONS

VIII. OPEN ITEMS AND NEXT STEPS

IX. DISTRIBUTION AND CONFIDENTIALITY NOTICE

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts