1041-00004 · Solara Digital Infrastructure LP · Transaction Documents

spa-annotated-outline.docx DOCUMENT M&A / Corporate

36 / 36 ← ✕

Contract analysis Extract to table

STOCK PURCHASE AGREEMENT

ANNOTATED OUTLINE AND INTERNAL TERM SHEET

Project Trident

Proposed Acquisition of Meridian FleetWorks, Inc.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

Prepared by: Calderwood & Harkness LLP 277 Park Avenue, 45th Floor New York, NY 10172

Matter Number: 1041-00004

Date: February 2026

Prepared for:

Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, DE 19801

Attn: Viktor Sorensen, Managing Partner

Claire Nakamura, Partner, Head of Software Investing

Purpose Statement

This annotated outline sets forth the proposed structure, key terms, and negotiation annotations for each article of the Stock Purchase Agreement ("SPA") to be drafted by Calderwood & Harkness LLP on behalf of Solara Fleet Holdings LLC, as Buyer. The outline is intended for review and comment by the Solara deal team before the first draft is circulated to the target's counsel, Hawthorne Kinsey & Alcott LLP ("HKA"). This document reflects our preliminary analysis of key commercial terms, legal risk allocations, and anticipated negotiation dynamics, and incorporates the results of diligence conducted to date through the Thackeray Solutions virtual data room established for Project Trident.

References herein to "LOI" mean the Letter of Intent dated February 18, 2026 (Ref: LOI-MFW-2026-0218), executed by Solara Digital Infrastructure LP and Meridian FleetWorks, Inc. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the LOI or as set forth in the definitions section of this outline. This document is protected by the attorney-client privilege and the work product doctrine and is not intended for distribution beyond the authorized recipients listed in the Distribution and Authorization section below.

Right-click to update Table of Contents

ARTICLE I — INTRODUCTION AND RECITALS

A. Parties to the SPA

The Stock Purchase Agreement will be entered into by and among the following parties:

Buyer. Solara Fleet Holdings LLC, a Delaware limited liability company to be formed as a wholly-owned subsidiary of Solara Fund III, LP (EIN 84-6239017), for the purpose of consummating the acquisition contemplated hereby. An Employer Identification Number for Solara Fleet Holdings LLC will be obtained upon formation, which is expected to occur promptly following approval of this outline. The formation documents will be prepared by Calderwood & Harkness and filed with the Delaware Secretary of State. The address for Solara Fleet Holdings LLC will be: c/o Solara Digital Infrastructure LP, 1200 Market Street, Suite 2400, Wilmington, DE 19801.

Sellers. All stockholders of Meridian FleetWorks, Inc. (the "Company" or "MFW"), a Delaware corporation (Delaware File Number 5582037; EIN 47-3891205), headquartered at 8750 Westpark Drive, Suite 600, McLean, VA 22102. The Sellers include the following holders, representing 100% of the fully diluted capitalization of the Company:

The SPA will be executed by all Sellers individually. Mechanics for the joinder of holders who are not signatories to the SPA at the time of execution will be addressed through Stockholder Support Agreements and Letters of Transmittal, as described in Article XII below. Option holders who elect to exercise their options prior to Closing will be treated as holders of common stock for purposes of the transaction; option holders who do not exercise prior to Closing will have their options cancelled at Closing in exchange for the Option Cancellation Payment described in Article III below.

Company. Meridian FleetWorks, Inc., a Delaware corporation, will be a party to the SPA for purposes of making representations and warranties, performing pre-Closing covenants, and delivering the Disclosure Schedules and other Closing deliverables. Following the Closing, the Company will become a wholly-owned subsidiary of the Buyer (subject to the Holliday Rollover described below).

Stockholder Representative. A Stockholder Representative will be designated to act on behalf of all Sellers following the Closing for purposes of indemnification claims, escrow disbursements, net working capital adjustment disputes, and other post-Closing matters. The Stockholder Representative is likely to be Garrett Holliday, or a committee comprising Holliday and Douglas Irwin (on behalf of Pinnacle Bluff Ventures LLC). The SPA will include customary provisions regarding the authority, powers, and limitations of the Stockholder Representative, including an expense fund to be set aside from Closing proceeds for the Stockholder Representative's use in connection with post-Closing matters.

B. Recitals

The recitals to the SPA will set forth the background and context for the transaction, including the following key elements:

The Company operates a vertical software-as-a-service ("SaaS") platform providing fleet management, route optimization, electronic logging device ("ELD") compliance, maintenance scheduling, and embedded payments solutions to mid-market trucking and logistics companies throughout the United States. The Company's platform serves approximately 4,200 active customer accounts across its target market, generating annual recurring revenue ("ARR") of approximately $62,000,000 for fiscal year 2025, with total GAAP revenue of approximately $67,500,000 (inclusive of professional services and implementation revenue of approximately $5,500,000).

The Buyer desires to purchase, and the Sellers desire to sell, 100% of the issued and outstanding shares of the Company's common stock and Series A Preferred Stock, together with the cancellation of all outstanding stock options, in accordance with the terms and conditions set forth in the SPA. The transaction is contemplated by the LOI dated February 18, 2026, executed between Solara Digital Infrastructure LP and the Company, and is structured as a stock purchase with an aggregate purchase price of $350,000,000, subject to the adjustments described in Article III. The Buyer is a newly formed acquisition vehicle organized under the laws of the State of Delaware for the sole purpose of consummating this transaction. The SPA will be governed by the laws of the State of Delaware.

C. Annotation Notes

The following structural and mechanical considerations should be addressed in the SPA drafting process:

The SPA will need to accommodate execution by all Sellers, whether directly or through Stockholder Support Agreements and Letters of Transmittal. For option holders, the SPA should provide two pathways: (i) exercise of options prior to Closing, with the exercising holder then treated as a holder of common stock who sells such shares at the Per Share Price, or (ii) cancellation of options at Closing in exchange for the Option Cancellation Payment. We recommend that the primary mechanism be option cancellation, as this simplifies the Closing mechanics and avoids the need for exercise price funding by option holders. We should confirm with the Solara deal team whether any option holders will be permitted or encouraged to exercise prior to Closing, and whether the Company's Board has the authority under the 2016 Stock Incentive Plan to accelerate vesting for unvested options in connection with a change of control.

Additionally, the transaction structure has been designed to facilitate a potential election under Section 338(h)(10) of the Internal Revenue Code, which would allow the stock purchase to be treated for federal income tax purposes as if the Company sold all of its assets in a single transaction. This election, if made, would provide the Buyer with a stepped-up tax basis in the Company's assets, generating incremental depreciation and amortization deductions that could significantly enhance the after-tax return on the investment. However, the election requires the consent of the Sellers (as the Company is an S corporation or C corporation — to be confirmed) and may impose additional tax costs on the Sellers that would need to be addressed through an economic allocation mechanism in the SPA, such as a tax gross-up or purchase price adjustment. Sylvia Hartwell of our tax group is conducting a preliminary analysis of the 338(h)(10) election and will provide a memorandum to the deal team upon receipt of the Company's detailed tax basis and asset schedules from HKA and Glenmore Kessler & Associates PC.

ARTICLE II — DEFINITIONS

A. Defined Terms — Key Definitions to Be Included

The SPA will contain a comprehensive definitions section, setting forth the meaning of all capitalized terms used throughout the agreement. The following are the key defined terms to be included, together with their proposed definitions or descriptions. These definitions will be refined during the drafting process and may be subject to negotiation with HKA.

"Acquisition" means the purchase by Buyer of all of the Shares, together with the cancellation of all outstanding Options, on the terms and subject to the conditions set forth in the SPA.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Standard definition consistent with Delaware practice and SEC Rule 405 formulations.

"Aggregate Purchase Price" means $350,000,000, as adjusted pursuant to Article III of the SPA.

"Ancillary Agreements" means, collectively, the Escrow Agreement, the Stockholder Support Agreement, the Rollover Agreement (with Garrett Holliday), the Restrictive Covenant Agreements (with Garrett Holliday and Diana Vasquez-Park), and the Equity Commitment Letter from Solara Fund III, LP. Each Ancillary Agreement will be defined separately and attached to the SPA as an exhibit. The execution and delivery of each Ancillary Agreement will be a condition to Closing.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York or Wilmington, Delaware are authorized or required by law or executive order to be closed. Standard definition.

"Buyer" means Solara Fleet Holdings LLC, a Delaware limited liability company.

"Closing" means the consummation of the transactions contemplated by the SPA, as described in Article X.

"Closing Cash" means all unrestricted cash and cash equivalents of the Company as of the Closing, determined in accordance with GAAP, consistently applied with the Company's past practice, and the Accounting Principles set forth in Exhibit K. Closing Cash shall not include restricted cash, deposits securing obligations of the Company, or cash held in trust or escrow.

"Closing Date" means the date on which the Closing occurs. The target Closing Date is April 30, 2026. The outside date by which the Closing must occur (the "Outside Date") is June 30, 2026.

"Closing Indebtedness" means all outstanding Indebtedness of the Company as of the Closing, calculated in accordance with the definition of "Indebtedness" set forth herein. Closing Indebtedness includes, without limitation, all amounts outstanding under the Company's revolving line of credit with Sentinel Commerce Bank, N.A. (approximately $4,200,000 as of the date hereof), together with any accrued and unpaid interest, prepayment penalties, and breakage costs associated therewith, and any other borrowed money, capital lease obligations, guarantees, letters of credit, or similar obligations of the Company.

"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

"Company" means Meridian FleetWorks, Inc., a Delaware corporation.

"Company intellectual Property" means all intellectual Property owned or purportedly owned by the Company, including all patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets, software (including source code and object code), databases, and all applications, registrations, and renewals with respect thereto.

"Confidential Information" has the meaning given to such term in the Non-Disclosure Agreement dated January 8, 2026, between Solara Digital Infrastructure LP and Meridian FleetWorks, Inc. (the "NDA").

"Consent" means any consent, approval, authorization, waiver, permit, license, or similar affirmative action of or by any Person or Governmental Authority that is required in connection with the consummation of the transactions contemplated by the SPA. Key Consents include, without limitation, the written consent of TerraLink Logistics, Inc. under the Strategic Partnership Agreement dated March 15, 2022, as further described in Article IV and Article VII.

"Data Room" or "VDR" means the virtual data room hosted on the Thackeray Solutions platform under the project name "Project Trident," containing the documents and information made available by the Company and its advisors to the Buyer and its advisors in connection with the transaction.

"Disclosure Schedules" means the schedules delivered by the Sellers and the Company concurrently with the execution of the SPA, qualifying the representations and warranties set forth in Article IV. The Disclosure Schedules will be organized to correspond to each numbered section and subsection of Article IV.

"EBITDA" means the Company's earnings before interest, taxes, depreciation, and amortization, calculated in accordance with GAAP. For reference purposes only (and not as a defined term used in the operative provisions of the SPA), the Company's EBITDA for FY 2025 was approximately $14,800,000, representing an EBITDA margin of approximately 21.9% on total revenue of approximately $67,500,000.

"Employee Plans" means all employee benefit plans, programs, policies, agreements, and arrangements maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, director, consultant, or independent contractor of the Company, including the 2016 Stock Incentive Plan, health and welfare plans, retirement plans, fringe benefit plans, and severance or change-in-control arrangements.

"Escrow Agent" means Northgate Escrow Services LLC, located at 100 Summer Street, Suite 800, Boston, MA 02110.

"Escrow Amount" means $17,500,000, representing 5% of the Aggregate Purchase Price of $350,000,000, to be deposited with the Escrow Agent at Closing in accordance with the terms of the Escrow Agreement.

"Escrow Agreement" means the Escrow Agreement, substantially in the form attached as Exhibit A to the SPA, to be entered into at Closing by and among Buyer, the Stockholder Representative, and the Escrow Agent, governing the terms and conditions of the Escrow Amount.

"Estimated Closing Statement" means the preliminary statement of Net Working Capital, Closing Cash, Closing Indebtedness, and Transaction Expenses to be prepared by the Company and delivered to the Buyer no later than three (3) Business Days prior to the Closing Date, as further described in Article III.

"Fully Diluted Shares" means 10,000,000 shares, comprised of (i) 7,850,000 shares of common stock issued and outstanding, (ii) 1,500,000 shares of Series A Preferred Stock issued and outstanding, and (iii) 650,000 shares of common stock issuable upon exercise of outstanding Options under the 2016 Stock Incentive Plan. The Fully Diluted Shares represent the denominator used to calculate the Per Share Price.

"Fundamental Representations" means the representations and warranties set forth in Article IV relating to organization and good standing, capitalization, authority and enforceability, no conflicts (limited to conflicts with organizational documents and applicable law), brokers and finders, and tax matters. The Fundamental Representations are subject to enhanced survival periods and indemnification caps as set forth in Article VIII.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

"Indebtedness" means, with respect to the Company, without duplication: (i) all obligations for borrowed money, including all amounts outstanding under the Sentinel Commerce Bank, N.A. revolving line of credit; (ii) all obligations evidenced by bonds, debentures, notes, or similar instruments; (iii) all obligations under capital leases (determined in accordance with GAAP); (iv) all obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course); (v) all guarantees of Indebtedness of any other Person; (vi) all reimbursement obligations with respect to letters of credit, bank guarantees, or similar obligations; (vii) all obligations under interest rate swaps, hedges, or similar arrangements; and (viii) all accrued interest, premiums, penalties, breakage costs, and other amounts payable in connection with the repayment or prepayment of any of the foregoing.

"Knowledge of the Company" and "Knowledge of Sellers" mean the actual knowledge of Garrett Holliday (Co-Founder, Chief Executive Officer), Diana Vasquez-Park (Co-Founder, Chief Technology Officer), and Marcus Trahan (Chief Financial Officer), in each case after reasonable inquiry of their respective direct reports. The knowledge qualifier is intended to ensure that representations qualified by knowledge are based on the actual awareness of the Company's most senior officers, supplemented by the inquiry they would be expected to undertake in the exercise of their duties and responsibilities.

"Material Adverse Effect" or "MAE" means any event, change, occurrence, effect, condition, or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, assets, liabilities, results of operations, or financial condition of the Company, taken as a whole, or (ii) the ability of the Sellers to consummate the transactions contemplated by the SPA; provided, however, that none of the following, individually or in the aggregate, shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Material Adverse Effect: (a) changes in general economic conditions or financial markets; (b) changes in conditions generally affecting the industries in which the Company operates; (c) changes in applicable law or accounting standards (including GAAP); (d) the announcement, pendency, or consummation of the transactions contemplated by the SPA; (e) any pandemic, epidemic, or public health emergency; (f) any natural disaster, act of God, or force majeure event; (g) any act of war, terrorism, or hostilities; or (h) any failure of the Company to meet internal projections, forecasts, or budgets (provided that the underlying cause of such failure shall not be excluded); except, in the case of clauses (a), (b), (c), (e), (f), and (g), to the extent such event, change, occurrence, effect, condition, or development has a disproportionate impact on the Company relative to other participants in the industries in which the Company operates.

"Material Contracts" means any contract, agreement, lease, license, or other arrangement to which the Company is a party or by which it is bound that (i) involves annual consideration payable by or to the Company in excess of $250,000; (ii) contains change-of-control, assignment, or consent provisions that could be triggered by the Acquisition; (iii) contains non-competition, exclusivity, or most-favored-nation provisions; (iv) is an employment, consulting, severance, or change-in-control agreement with any officer or key employee; (v) relates to Indebtedness; (vi) involves any intellectual Property license (inbound or outbound) that is material to the business; or (vii) is otherwise material to the business, operations, assets, or financial condition of the Company.

"Net Working Capital" or "NWC" means the current assets of the Company minus the current liabilities of the Company, in each case as of the Closing, determined in accordance with GAAP, consistently applied, and the Accounting Principles set forth in Exhibit K. Net Working Capital shall exclude (i) Closing Cash, (ii) Closing Indebtedness, (iii) Transaction Expenses, (iv) income tax assets and liabilities, and (v) any deferred revenue adjustments that are not in the ordinary course. The Target NWC is $5,800,000, based on the trailing 12-month average as of December 31, 2025.

"Option" means each outstanding option to purchase shares of Company common stock granted under the 2016 Stock Incentive Plan.

"Option Cancellation Payment" means, with respect to each Option, an amount in cash equal to the product of (i) the excess, if any, of the Per Share Price over the exercise price applicable to such Option, multiplied by (ii) the total number of shares of common stock subject to such Option, less applicable Tax withholding. The weighted-average exercise price of all outstanding Options is $8.50 per share.

"Outside Date" means June 30, 2026.

"Per Share Price" means $35.00 per share, calculated as the Aggregate Purchase Price of $350,000,000 divided by the Fully Diluted Shares of 10,000,000.

"Permitted Liens" means (i) statutory liens for current Taxes not yet due and payable or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (ii) mechanics', carriers', workers', repairers', materialmen's, warehousemen's, and other similar liens arising or incurred in the ordinary course of business; (iii) zoning, entitlement, building, and other land use regulations imposed by governmental agencies; and (iv) other minor encumbrances that do not, individually or in the aggregate, materially impair the use or value of the property subject thereto.

"R&W Insurance Policy" means the buyer-side representations and warranties insurance policy to be obtained by Buyer from Atlas Meridian Underwriters Ltd., with a policy limit of $35,000,000, covering losses arising from breaches of the Sellers' and Company's representations and warranties set forth in Article IV, subject to the terms, conditions, retentions, and exclusions set forth in such policy.

"Rollover Amount" means $25,000,000, being the aggregate value of the Rollover Shares to be contributed by Garrett Holliday to the Buyer in exchange for membership interests in Solara Fleet Holdings LLC, as further described in Article III and the Rollover Agreement.

"Rollover Shares" means the shares of Company stock owned by Garrett Holliday to be contributed to the Buyer in connection with the Rollover, the number of which shall equal the Rollover Amount divided by the Per Share Price, or approximately 714,286 shares ($25,000,000 ÷ $35.00 per share).

"Sellers" means all holders of Shares and Options, individually and collectively, as set forth in the preamble to the SPA and the capitalization table attached as Schedule 4.C.

"Shares" means the 7,850,000 shares of Company common stock and the 1,500,000 shares of Company Series A Preferred Stock issued and outstanding as of the date of the SPA, constituting all of the issued and outstanding equity securities of the Company (excluding Options, which are treated separately as described herein).

"Stockholder Representative" means the Person designated by the Sellers to act on their behalf following the Closing for purposes of indemnification claims, escrow disbursements, NWC adjustment disputes, and other post-Closing matters. The identity of the Stockholder Representative is to be designated prior to execution of the SPA (likely Garrett Holliday or a committee including Holliday and Douglas Irwin of Pinnacle Bluff Ventures LLC).

"Target Closing Date" means April 30, 2026.

"Target NWC" means $5,800,000, established based on the trailing 12-month average Net Working Capital of the Company as of December 31, 2025, as calculated in accordance with the Accounting Principles set forth in Exhibit K.

"Tax" and "Tax Return" shall have the broadest customary definitions, encompassing all federal, state, local, and foreign taxes, assessments, levies, duties, and similar governmental charges, including income, franchise, excise, employment, payroll, sales, use, property, value-added, withholding, and estimated taxes, together with all interest, penalties, and additions thereto, and all returns, declarations, reports, claims for refund, and information returns required to be filed with respect thereto.

"Transaction Expenses" means all fees, costs, and expenses incurred by the Company or the Sellers in connection with the negotiation, execution, and consummation of the transactions contemplated by the SPA, including (i) the success fee payable to Redstone Arbor Capital LLC in the amount of $6,125,000 (calculated as 1.75% of the $350,000,000 Aggregate Purchase Price); (ii) legal fees payable to Hawthorne Kinsey & Alcott LLP; (iii) accounting and tax advisory fees payable to Glenmore Kessler & Associates PC and Whitmore Sandoval Group LLC; and (iv) all other advisor, consultant, and professional fees and expenses incurred by or on behalf of the Company or the Sellers. Estimated aggregate Transaction Expenses are approximately $12,000,000.

B. Annotation Notes on Definitions

The following annotations are provided for the Solara deal team's consideration in connection with the definitions set forth above:

Per Share Price and Option Treatment. The Per Share Price of $35.00 assumes that all outstanding Options are treated on a net-exercise or cancellation basis, with Option holders receiving the spread between the Per Share Price and their respective exercise prices. We recommend confirming with the Solara deal team whether any Option holders should be permitted to exercise their Options prior to Closing (which would require them to fund the exercise price out of pocket) versus having their Options cancelled at Closing in exchange for the Option Cancellation Payment. The cancellation approach is administratively simpler and is the prevailing market practice for acquisitions of this nature.

Knowledge Qualifier. We recommend including Marcus Trahan in the "Knowledge" group, notwithstanding that he is not a founder or director, given his role as Chief Financial Officer and his direct knowledge of the Company's financial statements, tax compliance, indebtedness, and contractual obligations. The inclusion of Trahan is consistent with market practice for companies of this size and is important for ensuring that knowledge-qualified representations regarding financial and tax matters are meaningful. We further recommend that the knowledge standard include a "reasonable inquiry of direct reports" component, which will require the Knowledge Persons to make inquiry of their subordinates before making representations qualified by knowledge.

MAE Definition. The Material Adverse Effect definition is expected to be a key negotiation point with HKA. We have proposed customary carve-outs for general economic conditions, industry-wide changes, changes in law, pandemic events, and similar macro-level factors, but have included a "disproportionate impact" qualifier that preserves the Buyer's ability to invoke the MAE if any of the carved-out events affects the Company to a materially greater degree than its industry peers. The Solara deal team should be prepared for HKA to push for broader carve-outs and the elimination or narrowing of the disproportionate-impact qualifier.

Rollover Shares Calculation. The Rollover Shares calculation is as follows: $25,000,000 ÷ $35.00 per share = approximately 714,286 shares. After contributing the Rollover Shares to the Buyer, Holliday would retain approximately 2,485,714 shares (out of his total 3,200,000 shares) for cash-out at the Per Share Price, yielding cash proceeds to Holliday of approximately $86,999,990 before the Escrow holdback and other deductions.

ARTICLE III — PURCHASE AND SALE; PURCHASE PRICE; ADJUSTMENTS

A. Purchase and Sale of Shares

The SPA will provide that, at the Closing, each Seller agrees to sell, transfer, assign, and deliver to the Buyer, and the Buyer agrees to purchase, acquire, and accept from each Seller, all of the Shares held by such Seller, free and clear of all liens, encumbrances, security interests, pledges, charges, claims, restrictions on transfer, options, preemptive rights, and other adverse claims of any nature whatsoever (other than restrictions arising under applicable federal and state securities laws). The total number of Shares to be acquired is 9,350,000, consisting of 7,850,000 shares of common stock and 1,500,000 shares of Series A Preferred Stock. In addition, all 650,000 outstanding Options will be cancelled at Closing in exchange for the Option Cancellation Payment, as described below.

All Shares will be purchased at the Per Share Price of $35.00, without distinction between common stock and Series A Preferred Stock. This reflects the agreed-upon treatment under the LOI, which contemplates that the Series A Preferred Stock will be treated on an as-converted basis for purposes of the purchase price allocation. We should confirm with HKA that the Series A terms do not provide for a liquidation preference or other economic right that would result in a different allocation, and that the holders of Series A Preferred Stock (primarily Pinnacle Bluff Ventures LLC and the two co-founders) have agreed to waive any such rights in connection with the Acquisition.

B. Aggregate Purchase Price

The Aggregate Purchase Price for all of the Shares and the cancellation of all Options is $350,000,000, payable on a cash-free, debt-free basis, subject to the Net Working Capital adjustment mechanism described below. The Aggregate Purchase Price reflects the following implied valuation multiples, which are provided for reference purposes only and are not operative terms of the SPA:

These multiples are consistent with the range observed in comparable transactions involving vertical SaaS businesses serving transportation and logistics end markets, and reflect the Company's strong growth profile, high net revenue retention, and favorable competitive positioning.

C. Treatment of Options

Each outstanding Option, whether vested or unvested, shall be cancelled at the Closing in exchange for a cash payment from the Buyer (or, at the Buyer's direction, from the Company) equal to the Option Cancellation Payment. The key parameters of the option treatment are as follows:

Total outstanding Options: 650,000 (of which 480,000 are vested and 170,000 are unvested as of the date hereof). The weighted-average exercise price across all outstanding Options is $8.50 per share. Accordingly, the aggregate Option Cancellation Payments are calculated as follows:

Per-share spread: $35.00 (Per Share Price) − $8.50 (weighted-average exercise price) = $26.50

Aggregate Option Cancellation Payments: $26.50 × 650,000 = $17,225,000

Aggregate notional exercise price: $8.50 × 650,000 = $5,525,000

All Option Cancellation Payments will be subject to applicable federal, state, and local income tax withholding, FICA, and other employment tax obligations. The Company will be responsible for the employer's share of employment taxes, which will be treated as a Transaction Expense and deducted from the Aggregate Purchase Price at Closing.

With respect to unvested Options (170,000 shares), the 2016 Stock Incentive Plan is expected to provide for acceleration of vesting upon a change of control of the Company, which would permit cancellation of all unvested Options at Closing without forfeiture. However, we need to confirm that the change-of-control acceleration provision is self-executing or, if it requires Board approval, that the Company's Board of Directors will adopt the necessary resolutions prior to Closing. This should be coordinated with HKA during the negotiation process.

Additionally, a Section 280G analysis will need to be performed to assess whether the accelerated vesting of Options and other change-in-control payments (including severance payments under the employment agreements of Holliday, Vasquez-Park, and potentially other employees) would trigger excise taxes under Section 4999 of the Code as "excess parachute payments." If Section 280G is implicated, the deductibility of the excess parachute payments by the Company would be disallowed under Section 280G, and the affected individuals would be subject to a 20% excise tax under Section 4999 in addition to regular income taxes. Sylvia Hartwell of Calderwood & Harkness's tax group will prepare the 280G analysis and advise the deal team on mitigation strategies, which may include obtaining a shareholder vote to exempt the payments under the Section 280G shareholder approval safe harbor.

D. Rollover Mechanics (Garrett Holliday)

In connection with the Closing, Garrett Holliday will contribute a portion of his Shares (the "Rollover Shares") to the Buyer in exchange for a membership interest in Solara Fleet Holdings LLC, rather than receiving cash proceeds for such shares. The key terms of the Rollover are as follows:

Rollover Amount: $25,000,000, representing approximately 7.14% of the $350,000,000 Aggregate Purchase Price.

Rollover Shares: Approximately 714,286 shares of Company stock (common and/or Series A Preferred, to be determined), calculated as the Rollover Amount divided by the Per Share Price ($25,000,000 ÷ $35.00 = approximately 714,286 shares).

Membership Interest: In exchange for the contribution of the Rollover Shares, Holliday will receive a membership interest in Solara Fleet Holdings LLC. The class, rights, preferences, and other terms of such membership interest will be set forth in the Rollover Agreement and the operating agreement of Solara Fleet Holdings LLC. Key governance terms to be negotiated include board observer or manager designation rights, put/call rights, tag-along and drag-along rights, and transfer restrictions.

Effect on Cash at Closing: The Rollover reduces the net cash payable to Sellers at Closing by $25,000,000, as follows:

Aggregate Purchase Price: $350,000,000

Less: Holliday Rollover Amount: ($25,000,000)

Net cash payable to all Sellers (before further deductions): $325,000,000

Tax Treatment: The Rollover is intended to qualify as a tax-deferred contribution under Section 721 of the Code, pursuant to which Holliday would not recognize gain or loss on the contribution of the Rollover Shares to the Buyer in exchange for the membership interest. The tax-deferred treatment requires that the contribution satisfy the requirements of Section 721 and that Holliday receive a "capital account" credit and an interest in the Buyer rather than cash or other property that would constitute a disguised sale under Section 707(a)(2)(B). The Rollover Agreement will be structured to preserve the Section 721 treatment, and Sylvia Hartwell will review the structure for tax compliance.

The Rollover Agreement will be a separate Ancillary Agreement, substantially in the form to be attached as Exhibit C to the SPA, and its execution and delivery will be a condition to Closing.

E. Purchase Price Adjustments — Net Working Capital

The Aggregate Purchase Price will be subject to a customary post-Closing adjustment mechanism based on the difference between the actual Net Working Capital of the Company at Closing and the Target NWC of $5,800,000. The adjustment mechanism operates on a cash-free, debt-free basis and is designed to ensure that the Company is delivered to the Buyer with a normalized level of working capital. The key components of the NWC adjustment are as follows:

Estimated Closing Statement. No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Buyer a good-faith estimate of (i) the Closing NWC, (ii) the Closing Cash, (iii) the Closing Indebtedness, and (iv) the unpaid Transaction Expenses (collectively, the "Estimated Closing Statement"). The Estimated Closing Statement shall be prepared in accordance with GAAP, consistently applied, and the Accounting Principles set forth in Exhibit K. The Buyer shall have the right to review and comment on the Estimated Closing Statement, but the Company shall retain final authority over its preparation (subject to the obligation to prepare the statement in good faith and in accordance with the agreed-upon methodology).

Closing Payment Adjustment. At Closing, the Aggregate Purchase Price shall be adjusted as follows:

(i) Upward by the amount, if any, by which the estimated Closing NWC exceeds the Target NWC (dollar-for-dollar);

(ii) Downward by the amount, if any, by which the Target NWC exceeds the estimated Closing NWC (dollar-for-dollar);

(iii) Upward by the amount of the estimated Closing Cash (dollar-for-dollar);

(iv) Downward by the amount of the estimated Closing Indebtedness (dollar-for-dollar); and

(v) Downward by the amount of the estimated unpaid Transaction Expenses (dollar-for-dollar).

Post-Closing True-Up. Within ninety (90) days following the Closing Date, the Buyer shall prepare and deliver to the Stockholder Representative a final Closing Statement setting forth the Buyer's good-faith determination of the actual Closing NWC, Closing Cash, Closing Indebtedness, and Transaction Expenses as of the Closing. The Stockholder Representative shall have thirty (30) days following receipt of the final Closing Statement to review and object in writing to any items set forth therein. If the Stockholder Representative delivers a written notice of objection, the parties shall negotiate in good faith for a period of fifteen (15) days to resolve the disputed items. Any items not disputed within the 30-day review period shall be deemed accepted by the Stockholder Representative and shall be final and binding.

Dispute Resolution. If the parties are unable to resolve any disputed items within the 15-day negotiation period, the unresolved items shall be submitted for determination to an independent accounting firm that is mutually acceptable to the Buyer and the Stockholder Representative and that is not the auditor or advisor of either party (i.e., neither Glenmore Kessler & Associates PC nor Whitmore Sandoval Group LLC). The independent accounting firm shall make its determination within thirty (30) days of engagement, acting as an expert and not as an arbitrator, and its determination shall be final and binding on the parties, absent manifest error. The fees and expenses of the independent accounting firm shall be allocated between the Buyer and the Sellers in inverse proportion to the amounts awarded (i.e., the party whose position is farther from the independent accounting firm's determination shall bear a greater share of the costs).

True-Up Payment. Any true-up payment resulting from the post-Closing determination shall be paid within five (5) Business Days of the final determination of the Closing Statement (whether by agreement or by the independent accounting firm). If the actual NWC exceeds the estimated NWC used at Closing (after giving effect to all other adjustments), the Buyer shall pay the difference to the Stockholder Representative for distribution to the Sellers pro rata. If the estimated NWC exceeds the actual NWC, the Stockholder Representative shall pay the difference to the Buyer from the escrow or other available funds.

De Minimis Threshold. No true-up payment shall be required for adjustments of less than $50,000 in the aggregate.

NWC Collar/Deadband. We recommend proposing a $250,000 collar, pursuant to which no adjustment to the Aggregate Purchase Price shall be made for variances between actual Closing NWC and Target NWC of less than $250,000. This collar is designed to avoid disputes over minor fluctuations in working capital items that are within the normal range of variability for a business of this size. We expect HKA to push for a narrower collar or a dollar-one adjustment (i.e., no collar at all). The collar is a negotiation point, and the Solara deal team should determine its priority level. For reference, in our recent experience with comparable vertical SaaS transactions, NWC collars in the range of $100,000 to $500,000 are common.

F. Purchase Price Adjustments — Cash and Indebtedness

In addition to the NWC adjustment described above, the Aggregate Purchase Price will be adjusted at Closing for Closing Cash and Closing Indebtedness as follows:

Closing Cash. The Aggregate Purchase Price shall be increased dollar-for-dollar by the amount of Closing Cash. Closing Cash represents unrestricted cash and cash equivalents on hand at the Company as of the Closing, which will remain in the Company for the benefit of the Buyer following the Closing.

Closing Indebtedness. The Aggregate Purchase Price shall be decreased dollar-for-dollar by the amount of Closing Indebtedness, including the payoff of all outstanding amounts under the Sentinel Commerce Bank, N.A. revolving line of credit (approximately $4,200,000 as of the date hereof). The payoff of the Sentinel Commerce Bank facility will be effected at Closing through a wire transfer directly from the Closing proceeds, based on a payoff letter to be obtained from Sentinel Commerce Bank at or prior to Closing, which shall include a commitment to release all liens and security interests upon receipt of the payoff amount.

Transaction Expenses. The Aggregate Purchase Price shall be decreased dollar-for-dollar by the amount of the Company's unpaid Transaction Expenses as of the Closing (estimated at approximately $12,000,000). Transaction Expenses will be paid at Closing from the purchase price proceeds, based on invoices and payment instructions to be included in the funds flow memorandum.

G. Indicative Cash-at-Close Waterfall

The following table sets forth an indicative cash-at-close waterfall, based on current estimates. The final waterfall will depend on the Estimated Closing Statement and actual adjustments determined at and after Closing. A detailed funds flow memorandum will be prepared separately in advance of the Closing.

The foregoing waterfall is presented for illustrative purposes only and does not reflect potential NWC adjustments (which could increase or decrease the net cash distributed), Closing Cash (which would increase the net cash distributed), or tax withholding on Option Cancellation Payments. The actual funds flow will be specified in a detailed funds flow memorandum to be prepared by Calderwood & Harkness in coordination with HKA and the parties' respective financial advisors, and will be reviewed and approved by all parties prior to the Closing.

H. Escrow

The Escrow Amount of $17,500,000, representing 5% of the Aggregate Purchase Price, will be deposited at Closing with Northgate Escrow Services LLC, the designated Escrow Agent, pursuant to the Escrow Agreement to be entered into by and among the Buyer, the Stockholder Representative, and the Escrow Agent. The key terms of the escrow arrangement are as follows:

The Escrow Amount will be withheld pro rata from each Seller's Closing proceeds (excluding the Rollover Shares contributed by Garrett Holliday, which are not subject to the escrow holdback). Each Seller's pro rata share of the Escrow Amount will be determined based on such Seller's proportionate share of the total cash consideration received at Closing.

The Escrow Amount will be held for a period of eighteen (18) months following the Closing Date, which corresponds to the survival period for the general representations and warranties set forth in Article IV. Assuming a Closing Date of April 30, 2026, the escrow release date would be approximately October 31, 2027. Upon expiration of the escrow period, the remaining balance of the Escrow Amount (less any amounts subject to pending and unresolved claims) will be released to the Stockholder Representative for distribution to the Sellers pro rata.

The Escrow Amount is intended to serve as the sole and exclusive source of recovery for the Buyer's indemnification claims arising from breaches of the general representations and warranties (as distinguished from the Fundamental Representations and special indemnity items), subject to the availability of the R&W Insurance Policy as a supplemental source of recovery. The mechanics of escrow claims, including notice requirements, objection procedures, and disbursement mechanics, will be set forth in detail in the Escrow Agreement. Additional detail regarding the escrow arrangement is provided in Article VIII (Indemnification) and Article XII (Ancillary Agreements) below.

I. Withholding

The SPA will include a standard withholding provision entitling the Buyer (and its agents) to deduct and withhold from any payments made to the Sellers (including Option Cancellation Payments) all amounts required to be deducted and withheld under applicable federal, state, local, or foreign Tax laws. Any amounts so deducted and withheld shall be treated for all purposes of the SPA as having been paid to the Seller or option holder from whom such amounts were withheld. Each Seller will be required to deliver an executed IRS Form W-9 (or, in the case of any Seller that is not a U.S. person, the applicable IRS Form W-8 series) to the Buyer prior to the Closing, and the delivery of such forms shall be a condition to the Seller's receipt of Closing proceeds.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF SELLERS AND COMPANY

A. Overview and Annotation

Article IV of the SPA will contain comprehensive representations and warranties to be given jointly by the Sellers and the Company, qualified by the Disclosure Schedules to be delivered by the Company and Sellers concurrently with execution of the SPA. The representations and warranties in Article IV serve two critical functions in this transaction.

First, they allocate risk between the Buyer and the Sellers by establishing a baseline set of facts and conditions about the Company's business, assets, liabilities, and legal compliance as of the date of the SPA and as of the Closing Date. Breaches of these representations give rise to indemnification obligations under Article VIII and, in certain cases, to termination rights under Article IX.

Second, and of particular importance in this transaction, the representations serve as the underwriting foundation for the buyer-side representations and warranties insurance policy to be obtained from Atlas Meridian Underwriters Ltd. The R&W insurer will rely on the breadth, specificity, and accuracy of the representations in Article IV in determining the scope of coverage, the retention/deductible, and the premium for the R&W Insurance Policy. Accordingly, it is essential that the representations in Article IV be as comprehensive and detailed as market practice allows, and that any limitations, qualifications, or carve-outs be carefully coordinated with the R&W insurer's requirements.

We recommend that the Solara deal team coordinate with Megan Forsythe at Trident Peak Insurance Brokers and the underwriting team at Atlas Meridian Underwriters Ltd. throughout the SPA negotiation process to ensure that the representations and warranties are aligned with the R&W policy coverage. Any material narrowing of the representations during negotiations with HKA should be immediately communicated to the insurance team, as such changes may affect the scope or cost of coverage.

B. Organization and Good Standing

The Company shall represent and warrant that it is duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 5582037). The Company shall further represent that it is duly qualified to do business and in good standing in each jurisdiction in which the ownership or leasing of its assets or the conduct of its business requires such qualification, including the Commonwealth of Virginia, the State of Texas, and the State of Idaho. The Company shall represent that it has full corporate power and authority to own, lease, and operate its assets and to carry on its business as presently conducted.

The Disclosure Schedule will identify any jurisdictions in which the Company is not in good standing or has failed to qualify to do business, together with the steps being taken to cure any such deficiencies. Based on our preliminary diligence review, we do not anticipate any issues with respect to the Company's organizational status or qualifications.

C. Capitalization

The capitalization representation is one of the most important provisions in the SPA, as it establishes the Buyer's right to acquire 100% of the Company's equity on a fully diluted basis and confirms that there are no outstanding equity interests, options, warrants, convertible securities, or other rights that could dilute or impair the Buyer's ownership of the Company following the Closing.

The Company shall represent and warrant as follows with respect to its capitalization:

Authorized Capital. The authorized capital stock of the Company consists of (i) 10,000,000 shares of common stock, par value $0.001 per share, and (ii) 2,000,000 shares of Series A Preferred Stock, par value $0.001 per share.

Issued and Outstanding Shares. As of the date of the SPA, there are (i) 7,850,000 shares of common stock issued and outstanding, and (ii) 1,500,000 shares of Series A Preferred Stock issued and outstanding. All issued and outstanding Shares have been duly authorized, validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable federal and state securities laws.

Outstanding Options. As of the date of the SPA, there are 650,000 Options outstanding under the 2016 Stock Incentive Plan, of which 480,000 are vested and 170,000 are unvested, with a weighted-average exercise price of $8.50 per share. The 2016 Stock Incentive Plan authorizes the issuance of up to 1,300,000 shares of common stock, of which 650,000 are subject to outstanding Options and 650,000 remain available for future grants (although no further grants will be made prior to Closing without the Buyer's consent).

No Other Securities. Except for the Shares and the Options, there are no other shares of capital stock, equity interests, warrants, convertible notes, subscription rights, conversion rights, exchange rights, preemptive rights, anti-dilution rights, rights of first refusal, or other agreements or commitments obligating the Company to issue, sell, or otherwise dispose of any equity interests or securities convertible into or exchangeable for equity interests of the Company.

The Disclosure Schedule (Schedule 4.C) shall contain a complete and accurate capitalization table, broken down by holder, class of security, certificate number (if applicable), number of shares or options held, vesting schedule (for Options), and exercise price (for Options), reflecting all 10,000,000 Fully Diluted Shares.

The Company shall further represent that there are no anti-dilution provisions, preemptive rights, or similar rights applicable to any Shares or Options, except as set forth in the terms of the Series A Preferred Stock (which anti-dilution and preemptive rights are expected to be waived by the Series A holders in connection with the Acquisition).

D. Authority; Enforceability

The Company and each Seller shall represent and warrant that they have full corporate or individual power and authority to execute, deliver, and perform the SPA and each Ancillary Agreement to which they are a party, and to consummate the transactions contemplated thereby. The execution, delivery, and performance of the SPA and the Ancillary Agreements have been (or, at the time of execution, will have been) duly authorized by all necessary corporate action on the part of the Company, including approval by the Company's Board of Directors and, to the extent required under the Company's Certificate of Incorporation, Bylaws, and applicable law, approval by the stockholders of the Company.

The SPA and each Ancillary Agreement, when duly executed and delivered, shall constitute a valid and binding obligation of the Company and each Seller, enforceable against each such party in accordance with its terms, subject to customary exceptions for (i) bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting or relating to the enforcement of creditors' rights generally, and (ii) general principles of equity, regardless of whether enforcement is considered in a proceeding in equity or at law.

With respect to stockholder approval, the transaction will require approval by a majority of the outstanding shares of the Company (or such greater percentage as may be required by the Company's Certificate of Incorporation or Bylaws). Based on the capitalization table set forth above, Pinnacle Bluff Ventures LLC (34.0%), Garrett Holliday (32.0%), and Diana Vasquez-Park (18.0%) collectively hold approximately 84.0% of the fully diluted equity, which is more than sufficient to approve the transaction. The Stockholder Support Agreement described in Article XII will secure the commitments of these holders to vote in favor of the transaction, providing certainty of stockholder approval.

E. No Conflicts; Consents

The Company and each Seller shall represent and warrant that the execution, delivery, and performance of the SPA and the Ancillary Agreements, and the consummation of the transactions contemplated thereby, will not (i) violate or conflict with the Certificate of Incorporation, Bylaws, or other organizational documents of the Company; (ii) violate or conflict with any applicable law, regulation, order, judgment, or decree; (iii) result in a breach of, or constitute a default under, or give rise to any right of termination, cancellation, acceleration, or loss of benefit under, any Material Contract or other agreement to which the Company or any Seller is a party; or (iv) result in the creation or imposition of any lien or encumbrance on any asset of the Company.

The Disclosure Schedule (Schedule 4.E) shall set forth all consents, approvals, authorizations, and waivers required in connection with the consummation of the transaction. Based on our diligence to date, the following consents are known to be required:

TerraLink Logistics, Inc. Written consent is required under the Strategic Partnership Agreement dated March 15, 2022, between the Company and TerraLink Logistics, Inc., for any change of control of MFW. TerraLink is the Company's largest single customer, accounting for approximately $3,800,000 in ARR (approximately 6.1% of total ARR). The Strategic Partnership Agreement has a five-year term through March 14, 2027, and contains a provision requiring TerraLink's prior written consent to any direct or indirect change of control of the Company, failing which TerraLink has the right to terminate the agreement upon thirty (30) days' notice. This consent is designated as a critical path item for the transaction and will be a condition to the Buyer's obligation to close, as further described in Article VII. Failure to obtain TerraLink's consent could result in the termination or renegotiation of the partnership, which would have a material adverse effect on the Company's revenue and business prospects. We recommend that the SPA require the Company and Garrett Holliday (who maintains the primary relationship with TerraLink's management) to use their best efforts (not merely reasonable best efforts) to obtain this consent prior to Closing.

Landlord Consents. The Company's office leases for its McLean headquarters (Westpark Corporate Center LP), Austin office (Brazos Tower Management LLC), and Boise office (Clearwater Realty Holdings Inc.) may contain assignment or change-of-control provisions requiring landlord consent. The specific lease provisions will be reviewed as part of the diligence process, and any required consents will be disclosed in Schedule 4.E. In a stock purchase transaction, a change of control of the Company's parent entity does not technically constitute an assignment of the leases, but certain leases contain change-of-control triggers that may be activated by the Acquisition.

HSR Act Filing and Clearance. The parties will be required to file notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and obtain clearance (either through expiration or early termination of the applicable waiting period) prior to Closing. The HSR filing obligation is discussed in further detail in Article VI and Article VII.

Sentinel Commerce Bank, N.A. Consent of the existing lender to the prepayment and payoff of the revolving line of credit (approximately $4,200,000 outstanding), together with the release of all liens and security interests upon satisfaction of the payoff amount.

Brindoval Data Solutions LLC. The cloud hosting agreement dated September 1, 2023 (approximately $2,100,000 in annual spend; term through August 31, 2026, with automatic renewal) should be reviewed for change-of-control provisions. If the agreement contains a consent requirement, Brindoval's consent should be obtained prior to Closing or disclosed as an exception.

F. Financial Statements

The Company shall represent and warrant that its audited financial statements for fiscal years 2023, 2024, and 2025 (audited by Glenmore Kessler & Associates PC since fiscal year 2019; engagement partner Linda Chowdhury, CPA) have been prepared in accordance with GAAP, consistently applied throughout the periods covered, and fairly present in all material respects the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.

The key financial metrics for FY 2025 are as follows:

The Company shall further represent that (i) interim (stub period) financial statements for the period from January 1, 2026 through the most recent month-end prior to the Closing have been or will be prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes), consistently applied, and fairly present the financial condition and results of operations of the Company for such period; and (ii) there are no undisclosed liabilities of the Company, except for (a) liabilities reflected or reserved against in the most recent audited financial statements, (b) liabilities incurred in the ordinary course of business since the date of the most recent audited financial statements that are not, individually or in the aggregate, material, and (c) liabilities disclosed in the Disclosure Schedules.

G. Absence of Certain Changes

The Company shall represent and warrant that since December 31, 2025 (the date of the most recent audited financial statements), (i) there has been no Material Adverse Effect, and (ii) the Company has conducted its business only in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, the Company shall represent that since December 31, 2025, it has not:

(a) declared, set aside, or paid any dividend or other distribution with respect to its capital stock;

(b) issued, sold, pledged, or otherwise disposed of any shares of capital stock or other equity interests, or granted any options, warrants, or rights to acquire equity interests;

(c) incurred, assumed, or guaranteed any Indebtedness (other than ordinary-course draws on the existing Sentinel Commerce Bank line of credit);

(d) made any material acquisition of assets or any business, or any material disposition of assets, outside the ordinary course;

(e) entered into, amended, or terminated any Material Contract outside the ordinary course;

(f) changed any accounting method, principle, or practice (other than as required by changes in GAAP);

(g) increased the compensation or benefits of any employee, director, or consultant, except in the ordinary

STOCK PURCHASE AGREEMENT
ANNOTATED OUTLINE AND INTERNAL TERM SHEET
Project Trident
Proposed Acquisition of Meridian FleetWorks, Inc.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Prepared by: Calderwood & Harkness LLP 277 Park Avenue, 45th Floor New York, NY 10172
Matter Number: 1041-00004
Date: February 2026
Prepared for:
Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, DE 19801
Attn: Viktor Sorensen, Managing Partner
Claire Nakamura, Partner, Head of Software Investing
Purpose Statement
This annotated outline sets forth the proposed structure, key terms, and negotiation annotations for each article of the Stock Purchase Agreement ("SPA") to be drafted by Calderwood & Harkness LLP on behalf of Solara Fleet Holdings LLC, as Buyer. The outline is intended for review and comment by the Solara deal team before the first draft is circulated to the target's counsel, Hawthorne Kinsey & Alcott LLP ("HKA"). This document reflects our preliminary analysis of key commercial terms, legal risk allocations, and anticipated negotiation dynamics, and incorporates the results of diligence conducted to date through the Thackeray Solutions virtual data room established for Project Trident.
References herein to "LOI" mean the Letter of Intent dated February 18, 2026 (Ref: LOI-MFW-2026-0218), executed by Solara Digital Infrastructure LP and Meridian FleetWorks, Inc. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the LOI or as set forth in the definitions section of this outline. This document is protected by the attorney-client privilege and the work product doctrine and is not intended for distribution beyond the authorized recipients listed in the Distribution and Authorization section below.
Right-click to update Table of Contents
ARTICLE I — INTRODUCTION AND RECITALS
A. Parties to the SPA
The Stock Purchase Agreement will be entered into by and among the following parties:
Buyer. Solara Fleet Holdings LLC, a Delaware limited liability company to be formed as a wholly-owned subsidiary of Solara Fund III, LP (EIN 84-6239017), for the purpose of consummating the acquisition contemplated hereby. An Employer Identification Number for Solara Fleet Holdings LLC will be obtained upon formation, which is expected to occur promptly following approval of this outline. The formation documents will be prepared by Calderwood & Harkness and filed with the Delaware Secretary of State. The address for Solara Fleet Holdings LLC will be: c/o Solara Digital Infrastructure LP, 1200 Market Street, Suite 2400, Wilmington, DE 19801.
Sellers. All stockholders of Meridian FleetWorks, Inc. (the "Company" or "MFW"), a Delaware corporation (Delaware File Number 5582037; EIN 47-3891205), headquartered at 8750 Westpark Drive, Suite 600, McLean, VA 22102. The Sellers include the following holders, representing 100% of the fully diluted capitalization of the Company:
The SPA will be executed by all Sellers individually. Mechanics for the joinder of holders who are not signatories to the SPA at the time of execution will be addressed through Stockholder Support Agreements and Letters of Transmittal, as described in Article XII below. Option holders who elect to exercise their options prior to Closing will be treated as holders of common stock for purposes of the transaction; option holders who do not exercise prior to Closing will have their options cancelled at Closing in exchange for the Option Cancellation Payment described in Article III below.
Company. Meridian FleetWorks, Inc., a Delaware corporation, will be a party to the SPA for purposes of making representations and warranties, performing pre-Closing covenants, and delivering the Disclosure Schedules and other Closing deliverables. Following the Closing, the Company will become a wholly-owned subsidiary of the Buyer (subject to the Holliday Rollover described below).
Stockholder Representative. A Stockholder Representative will be designated to act on behalf of all Sellers following the Closing for purposes of indemnification claims, escrow disbursements, net working capital adjustment disputes, and other post-Closing matters. The Stockholder Representative is likely to be Garrett Holliday, or a committee comprising Holliday and Douglas Irwin (on behalf of Pinnacle Bluff Ventures LLC). The SPA will include customary provisions regarding the authority, powers, and limitations of the Stockholder Representative, including an expense fund to be set aside from Closing proceeds for the Stockholder Representative's use in connection with post-Closing matters.
B. Recitals
The recitals to the SPA will set forth the background and context for the transaction, including the following key elements:
The Company operates a vertical software-as-a-service ("SaaS") platform providing fleet management, route optimization, electronic logging device ("ELD") compliance, maintenance scheduling, and embedded payments solutions to mid-market trucking and logistics companies throughout the United States. The Company's platform serves approximately 4,200 active customer accounts across its target market, generating annual recurring revenue ("ARR") of approximately $62,000,000 for fiscal year 2025, with total GAAP revenue of approximately $67,500,000 (inclusive of professional services and implementation revenue of approximately $5,500,000).
The Buyer desires to purchase, and the Sellers desire to sell, 100% of the issued and outstanding shares of the Company's common stock and Series A Preferred Stock, together with the cancellation of all outstanding stock options, in accordance with the terms and conditions set forth in the SPA. The transaction is contemplated by the LOI dated February 18, 2026, executed between Solara Digital Infrastructure LP and the Company, and is structured as a stock purchase with an aggregate purchase price of $350,000,000, subject to the adjustments described in Article III. The Buyer is a newly formed acquisition vehicle organized under the laws of the State of Delaware for the sole purpose of consummating this transaction. The SPA will be governed by the laws of the State of Delaware.
C. Annotation Notes
The following structural and mechanical considerations should be addressed in the SPA drafting process:
The SPA will need to accommodate execution by all Sellers, whether directly or through Stockholder Support Agreements and Letters of Transmittal. For option holders, the SPA should provide two pathways: (i) exercise of options prior to Closing, with the exercising holder then treated as a holder of common stock who sells such shares at the Per Share Price, or (ii) cancellation of options at Closing in exchange for the Option Cancellation Payment. We recommend that the primary mechanism be option cancellation, as this simplifies the Closing mechanics and avoids the need for exercise price funding by option holders. We should confirm with the Solara deal team whether any option holders will be permitted or encouraged to exercise prior to Closing, and whether the Company's Board has the authority under the 2016 Stock Incentive Plan to accelerate vesting for unvested options in connection with a change of control.
Additionally, the transaction structure has been designed to facilitate a potential election under Section 338(h)(10) of the Internal Revenue Code, which would allow the stock purchase to be treated for federal income tax purposes as if the Company sold all of its assets in a single transaction. This election, if made, would provide the Buyer with a stepped-up tax basis in the Company's assets, generating incremental depreciation and amortization deductions that could significantly enhance the after-tax return on the investment. However, the election requires the consent of the Sellers (as the Company is an S corporation or C corporation — to be confirmed) and may impose additional tax costs on the Sellers that would need to be addressed through an economic allocation mechanism in the SPA, such as a tax gross-up or purchase price adjustment. Sylvia Hartwell of our tax group is conducting a preliminary analysis of the 338(h)(10) election and will provide a memorandum to the deal team upon receipt of the Company's detailed tax basis and asset schedules from HKA and Glenmore Kessler & Associates PC.
ARTICLE II — DEFINITIONS
A. Defined Terms — Key Definitions to Be Included
The SPA will contain a comprehensive definitions section, setting forth the meaning of all capitalized terms used throughout the agreement. The following are the key defined terms to be included, together with their proposed definitions or descriptions. These definitions will be refined during the drafting process and may be subject to negotiation with HKA.
"Acquisition" means the purchase by Buyer of all of the Shares, together with the cancellation of all outstanding Options, on the terms and subject to the conditions set forth in the SPA.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Standard definition consistent with Delaware practice and SEC Rule 405 formulations.
"Aggregate Purchase Price" means $350,000,000, as adjusted pursuant to Article III of the SPA.
"Ancillary Agreements" means, collectively, the Escrow Agreement, the Stockholder Support Agreement, the Rollover Agreement (with Garrett Holliday), the Restrictive Covenant Agreements (with Garrett Holliday and Diana Vasquez-Park), and the Equity Commitment Letter from Solara Fund III, LP. Each Ancillary Agreement will be defined separately and attached to the SPA as an exhibit. The execution and delivery of each Ancillary Agreement will be a condition to Closing.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York or Wilmington, Delaware are authorized or required by law or executive order to be closed. Standard definition.
"Buyer" means Solara Fleet Holdings LLC, a Delaware limited liability company.
"Closing" means the consummation of the transactions contemplated by the SPA, as described in Article X.
"Closing Cash" means all unrestricted cash and cash equivalents of the Company as of the Closing, determined in accordance with GAAP, consistently applied with the Company's past practice, and the Accounting Principles set forth in Exhibit K. Closing Cash shall not include restricted cash, deposits securing obligations of the Company, or cash held in trust or escrow.
"Closing Date" means the date on which the Closing occurs. The target Closing Date is April 30, 2026. The outside date by which the Closing must occur (the "Outside Date") is June 30, 2026.
"Closing Indebtedness" means all outstanding Indebtedness of the Company as of the Closing, calculated in accordance with the definition of "Indebtedness" set forth herein. Closing Indebtedness includes, without limitation, all amounts outstanding under the Company's revolving line of credit with Sentinel Commerce Bank, N.A. (approximately $4,200,000 as of the date hereof), together with any accrued and unpaid interest, prepayment penalties, and breakage costs associated therewith, and any other borrowed money, capital lease obligations, guarantees, letters of credit, or similar obligations of the Company.
"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.
"Company" means Meridian FleetWorks, Inc., a Delaware corporation.
"Company intellectual Property" means all intellectual Property owned or purportedly owned by the Company, including all patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets, software (including source code and object code), databases, and all applications, registrations, and renewals with respect thereto.
"Confidential Information" has the meaning given to such term in the Non-Disclosure Agreement dated January 8, 2026, between Solara Digital Infrastructure LP and Meridian FleetWorks, Inc. (the "NDA").
"Consent" means any consent, approval, authorization, waiver, permit, license, or similar affirmative action of or by any Person or Governmental Authority that is required in connection with the consummation of the transactions contemplated by the SPA. Key Consents include, without limitation, the written consent of TerraLink Logistics, Inc. under the Strategic Partnership Agreement dated March 15, 2022, as further described in Article IV and Article VII.
"Data Room" or "VDR" means the virtual data room hosted on the Thackeray Solutions platform under the project name "Project Trident," containing the documents and information made available by the Company and its advisors to the Buyer and its advisors in connection with the transaction.
"Disclosure Schedules" means the schedules delivered by the Sellers and the Company concurrently with the execution of the SPA, qualifying the representations and warranties set forth in Article IV. The Disclosure Schedules will be organized to correspond to each numbered section and subsection of Article IV.
"EBITDA" means the Company's earnings before interest, taxes, depreciation, and amortization, calculated in accordance with GAAP. For reference purposes only (and not as a defined term used in the operative provisions of the SPA), the Company's EBITDA for FY 2025 was approximately $14,800,000, representing an EBITDA margin of approximately 21.9% on total revenue of approximately $67,500,000.
"Employee Plans" means all employee benefit plans, programs, policies, agreements, and arrangements maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, director, consultant, or independent contractor of the Company, including the 2016 Stock Incentive Plan, health and welfare plans, retirement plans, fringe benefit plans, and severance or change-in-control arrangements.
"Escrow Agent" means Northgate Escrow Services LLC, located at 100 Summer Street, Suite 800, Boston, MA 02110.
"Escrow Amount" means $17,500,000, representing 5% of the Aggregate Purchase Price of $350,000,000, to be deposited with the Escrow Agent at Closing in accordance with the terms of the Escrow Agreement.
"Escrow Agreement" means the Escrow Agreement, substantially in the form attached as Exhibit A to the SPA, to be entered into at Closing by and among Buyer, the Stockholder Representative, and the Escrow Agent, governing the terms and conditions of the Escrow Amount.
"Estimated Closing Statement" means the preliminary statement of Net Working Capital, Closing Cash, Closing Indebtedness, and Transaction Expenses to be prepared by the Company and delivered to the Buyer no later than three (3) Business Days prior to the Closing Date, as further described in Article III.
"Fully Diluted Shares" means 10,000,000 shares, comprised of (i) 7,850,000 shares of common stock issued and outstanding, (ii) 1,500,000 shares of Series A Preferred Stock issued and outstanding, and (iii) 650,000 shares of common stock issuable upon exercise of outstanding Options under the 2016 Stock Incentive Plan. The Fully Diluted Shares represent the denominator used to calculate the Per Share Price.
"Fundamental Representations" means the representations and warranties set forth in Article IV relating to organization and good standing, capitalization, authority and enforceability, no conflicts (limited to conflicts with organizational documents and applicable law), brokers and finders, and tax matters. The Fundamental Representations are subject to enhanced survival periods and indemnification caps as set forth in Article VIII.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
"Indebtedness" means, with respect to the Company, without duplication: (i) all obligations for borrowed money, including all amounts outstanding under the Sentinel Commerce Bank, N.A. revolving line of credit; (ii) all obligations evidenced by bonds, debentures, notes, or similar instruments; (iii) all obligations under capital leases (determined in accordance with GAAP); (iv) all obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course); (v) all guarantees of Indebtedness of any other Person; (vi) all reimbursement obligations with respect to letters of credit, bank guarantees, or similar obligations; (vii) all obligations under interest rate swaps, hedges, or similar arrangements; and (viii) all accrued interest, premiums, penalties, breakage costs, and other amounts payable in connection with the repayment or prepayment of any of the foregoing.
"Knowledge of the Company" and "Knowledge of Sellers" mean the actual knowledge of Garrett Holliday (Co-Founder, Chief Executive Officer), Diana Vasquez-Park (Co-Founder, Chief Technology Officer), and Marcus Trahan (Chief Financial Officer), in each case after reasonable inquiry of their respective direct reports. The knowledge qualifier is intended to ensure that representations qualified by knowledge are based on the actual awareness of the Company's most senior officers, supplemented by the inquiry they would be expected to undertake in the exercise of their duties and responsibilities.
"Material Adverse Effect" or "MAE" means any event, change, occurrence, effect, condition, or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, assets, liabilities, results of operations, or financial condition of the Company, taken as a whole, or (ii) the ability of the Sellers to consummate the transactions contemplated by the SPA; provided, however, that none of the following, individually or in the aggregate, shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Material Adverse Effect: (a) changes in general economic conditions or financial markets; (b) changes in conditions generally affecting the industries in which the Company operates; (c) changes in applicable law or accounting standards (including GAAP); (d) the announcement, pendency, or consummation of the transactions contemplated by the SPA; (e) any pandemic, epidemic, or public health emergency; (f) any natural disaster, act of God, or force majeure event; (g) any act of war, terrorism, or hostilities; or (h) any failure of the Company to meet internal projections, forecasts, or budgets (provided that the underlying cause of such failure shall not be excluded); except, in the case of clauses (a), (b), (c), (e), (f), and (g), to the extent such event, change, occurrence, effect, condition, or development has a disproportionate impact on the Company relative to other participants in the industries in which the Company operates.
"Material Contracts" means any contract, agreement, lease, license, or other arrangement to which the Company is a party or by which it is bound that (i) involves annual consideration payable by or to the Company in excess of $250,000; (ii) contains change-of-control, assignment, or consent provisions that could be triggered by the Acquisition; (iii) contains non-competition, exclusivity, or most-favored-nation provisions; (iv) is an employment, consulting, severance, or change-in-control agreement with any officer or key employee; (v) relates to Indebtedness; (vi) involves any intellectual Property license (inbound or outbound) that is material to the business; or (vii) is otherwise material to the business, operations, assets, or financial condition of the Company.
"Net Working Capital" or "NWC" means the current assets of the Company minus the current liabilities of the Company, in each case as of the Closing, determined in accordance with GAAP, consistently applied, and the Accounting Principles set forth in Exhibit K. Net Working Capital shall exclude (i) Closing Cash, (ii) Closing Indebtedness, (iii) Transaction Expenses, (iv) income tax assets and liabilities, and (v) any deferred revenue adjustments that are not in the ordinary course. The Target NWC is $5,800,000, based on the trailing 12-month average as of December 31, 2025.
"Option" means each outstanding option to purchase shares of Company common stock granted under the 2016 Stock Incentive Plan.
"Option Cancellation Payment" means, with respect to each Option, an amount in cash equal to the product of (i) the excess, if any, of the Per Share Price over the exercise price applicable to such Option, multiplied by (ii) the total number of shares of common stock subject to such Option, less applicable Tax withholding. The weighted-average exercise price of all outstanding Options is $8.50 per share.
"Outside Date" means June 30, 2026.
"Per Share Price" means $35.00 per share, calculated as the Aggregate Purchase Price of $350,000,000 divided by the Fully Diluted Shares of 10,000,000.
"Permitted Liens" means (i) statutory liens for current Taxes not yet due and payable or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (ii) mechanics', carriers', workers', repairers', materialmen's, warehousemen's, and other similar liens arising or incurred in the ordinary course of business; (iii) zoning, entitlement, building, and other land use regulations imposed by governmental agencies; and (iv) other minor encumbrances that do not, individually or in the aggregate, materially impair the use or value of the property subject thereto.
"R&W Insurance Policy" means the buyer-side representations and warranties insurance policy to be obtained by Buyer from Atlas Meridian Underwriters Ltd., with a policy limit of $35,000,000, covering losses arising from breaches of the Sellers' and Company's representations and warranties set forth in Article IV, subject to the terms, conditions, retentions, and exclusions set forth in such policy.
"Rollover Amount" means $25,000,000, being the aggregate value of the Rollover Shares to be contributed by Garrett Holliday to the Buyer in exchange for membership interests in Solara Fleet Holdings LLC, as further described in Article III and the Rollover Agreement.
"Rollover Shares" means the shares of Company stock owned by Garrett Holliday to be contributed to the Buyer in connection with the Rollover, the number of which shall equal the Rollover Amount divided by the Per Share Price, or approximately 714,286 shares ($25,000,000 ÷ $35.00 per share).
"Sellers" means all holders of Shares and Options, individually and collectively, as set forth in the preamble to the SPA and the capitalization table attached as Schedule 4.C.
"Shares" means the 7,850,000 shares of Company common stock and the 1,500,000 shares of Company Series A Preferred Stock issued and outstanding as of the date of the SPA, constituting all of the issued and outstanding equity securities of the Company (excluding Options, which are treated separately as described herein).
"Stockholder Representative" means the Person designated by the Sellers to act on their behalf following the Closing for purposes of indemnification claims, escrow disbursements, NWC adjustment disputes, and other post-Closing matters. The identity of the Stockholder Representative is to be designated prior to execution of the SPA (likely Garrett Holliday or a committee including Holliday and Douglas Irwin of Pinnacle Bluff Ventures LLC).
"Target Closing Date" means April 30, 2026.
"Target NWC" means $5,800,000, established based on the trailing 12-month average Net Working Capital of the Company as of December 31, 2025, as calculated in accordance with the Accounting Principles set forth in Exhibit K.
"Tax" and "Tax Return" shall have the broadest customary definitions, encompassing all federal, state, local, and foreign taxes, assessments, levies, duties, and similar governmental charges, including income, franchise, excise, employment, payroll, sales, use, property, value-added, withholding, and estimated taxes, together with all interest, penalties, and additions thereto, and all returns, declarations, reports, claims for refund, and information returns required to be filed with respect thereto.
"Transaction Expenses" means all fees, costs, and expenses incurred by the Company or the Sellers in connection with the negotiation, execution, and consummation of the transactions contemplated by the SPA, including (i) the success fee payable to Redstone Arbor Capital LLC in the amount of $6,125,000 (calculated as 1.75% of the $350,000,000 Aggregate Purchase Price); (ii) legal fees payable to Hawthorne Kinsey & Alcott LLP; (iii) accounting and tax advisory fees payable to Glenmore Kessler & Associates PC and Whitmore Sandoval Group LLC; and (iv) all other advisor, consultant, and professional fees and expenses incurred by or on behalf of the Company or the Sellers. Estimated aggregate Transaction Expenses are approximately $12,000,000.
B. Annotation Notes on Definitions
The following annotations are provided for the Solara deal team's consideration in connection with the definitions set forth above:
Per Share Price and Option Treatment. The Per Share Price of $35.00 assumes that all outstanding Options are treated on a net-exercise or cancellation basis, with Option holders receiving the spread between the Per Share Price and their respective exercise prices. We recommend confirming with the Solara deal team whether any Option holders should be permitted to exercise their Options prior to Closing (which would require them to fund the exercise price out of pocket) versus having their Options cancelled at Closing in exchange for the Option Cancellation Payment. The cancellation approach is administratively simpler and is the prevailing market practice for acquisitions of this nature.
Knowledge Qualifier. We recommend including Marcus Trahan in the "Knowledge" group, notwithstanding that he is not a founder or director, given his role as Chief Financial Officer and his direct knowledge of the Company's financial statements, tax compliance, indebtedness, and contractual obligations. The inclusion of Trahan is consistent with market practice for companies of this size and is important for ensuring that knowledge-qualified representations regarding financial and tax matters are meaningful. We further recommend that the knowledge standard include a "reasonable inquiry of direct reports" component, which will require the Knowledge Persons to make inquiry of their subordinates before making representations qualified by knowledge.
MAE Definition. The Material Adverse Effect definition is expected to be a key negotiation point with HKA. We have proposed customary carve-outs for general economic conditions, industry-wide changes, changes in law, pandemic events, and similar macro-level factors, but have included a "disproportionate impact" qualifier that preserves the Buyer's ability to invoke the MAE if any of the carved-out events affects the Company to a materially greater degree than its industry peers. The Solara deal team should be prepared for HKA to push for broader carve-outs and the elimination or narrowing of the disproportionate-impact qualifier.
Rollover Shares Calculation. The Rollover Shares calculation is as follows: $25,000,000 ÷ $35.00 per share = approximately 714,286 shares. After contributing the Rollover Shares to the Buyer, Holliday would retain approximately 2,485,714 shares (out of his total 3,200,000 shares) for cash-out at the Per Share Price, yielding cash proceeds to Holliday of approximately $86,999,990 before the Escrow holdback and other deductions.
ARTICLE III — PURCHASE AND SALE; PURCHASE PRICE; ADJUSTMENTS
A. Purchase and Sale of Shares
The SPA will provide that, at the Closing, each Seller agrees to sell, transfer, assign, and deliver to the Buyer, and the Buyer agrees to purchase, acquire, and accept from each Seller, all of the Shares held by such Seller, free and clear of all liens, encumbrances, security interests, pledges, charges, claims, restrictions on transfer, options, preemptive rights, and other adverse claims of any nature whatsoever (other than restrictions arising under applicable federal and state securities laws). The total number of Shares to be acquired is 9,350,000, consisting of 7,850,000 shares of common stock and 1,500,000 shares of Series A Preferred Stock. In addition, all 650,000 outstanding Options will be cancelled at Closing in exchange for the Option Cancellation Payment, as described below.
All Shares will be purchased at the Per Share Price of $35.00, without distinction between common stock and Series A Preferred Stock. This reflects the agreed-upon treatment under the LOI, which contemplates that the Series A Preferred Stock will be treated on an as-converted basis for purposes of the purchase price allocation. We should confirm with HKA that the Series A terms do not provide for a liquidation preference or other economic right that would result in a different allocation, and that the holders of Series A Preferred Stock (primarily Pinnacle Bluff Ventures LLC and the two co-founders) have agreed to waive any such rights in connection with the Acquisition.
B. Aggregate Purchase Price
The Aggregate Purchase Price for all of the Shares and the cancellation of all Options is $350,000,000, payable on a cash-free, debt-free basis, subject to the Net Working Capital adjustment mechanism described below. The Aggregate Purchase Price reflects the following implied valuation multiples, which are provided for reference purposes only and are not operative terms of the SPA:
These multiples are consistent with the range observed in comparable transactions involving vertical SaaS businesses serving transportation and logistics end markets, and reflect the Company's strong growth profile, high net revenue retention, and favorable competitive positioning.
C. Treatment of Options
Each outstanding Option, whether vested or unvested, shall be cancelled at the Closing in exchange for a cash payment from the Buyer (or, at the Buyer's direction, from the Company) equal to the Option Cancellation Payment. The key parameters of the option treatment are as follows:
Total outstanding Options: 650,000 (of which 480,000 are vested and 170,000 are unvested as of the date hereof). The weighted-average exercise price across all outstanding Options is $8.50 per share. Accordingly, the aggregate Option Cancellation Payments are calculated as follows:
Per-share spread: $35.00 (Per Share Price) − $8.50 (weighted-average exercise price) = $26.50
Aggregate Option Cancellation Payments: $26.50 × 650,000 = $17,225,000
Aggregate notional exercise price: $8.50 × 650,000 = $5,525,000
All Option Cancellation Payments will be subject to applicable federal, state, and local income tax withholding, FICA, and other employment tax obligations. The Company will be responsible for the employer's share of employment taxes, which will be treated as a Transaction Expense and deducted from the Aggregate Purchase Price at Closing.
With respect to unvested Options (170,000 shares), the 2016 Stock Incentive Plan is expected to provide for acceleration of vesting upon a change of control of the Company, which would permit cancellation of all unvested Options at Closing without forfeiture. However, we need to confirm that the change-of-control acceleration provision is self-executing or, if it requires Board approval, that the Company's Board of Directors will adopt the necessary resolutions prior to Closing. This should be coordinated with HKA during the negotiation process.
Additionally, a Section 280G analysis will need to be performed to assess whether the accelerated vesting of Options and other change-in-control payments (including severance payments under the employment agreements of Holliday, Vasquez-Park, and potentially other employees) would trigger excise taxes under Section 4999 of the Code as "excess parachute payments." If Section 280G is implicated, the deductibility of the excess parachute payments by the Company would be disallowed under Section 280G, and the affected individuals would be subject to a 20% excise tax under Section 4999 in addition to regular income taxes. Sylvia Hartwell of Calderwood & Harkness's tax group will prepare the 280G analysis and advise the deal team on mitigation strategies, which may include obtaining a shareholder vote to exempt the payments under the Section 280G shareholder approval safe harbor.
D. Rollover Mechanics (Garrett Holliday)
In connection with the Closing, Garrett Holliday will contribute a portion of his Shares (the "Rollover Shares") to the Buyer in exchange for a membership interest in Solara Fleet Holdings LLC, rather than receiving cash proceeds for such shares. The key terms of the Rollover are as follows:
Rollover Amount: $25,000,000, representing approximately 7.14% of the $350,000,000 Aggregate Purchase Price.
Rollover Shares: Approximately 714,286 shares of Company stock (common and/or Series A Preferred, to be determined), calculated as the Rollover Amount divided by the Per Share Price ($25,000,000 ÷ $35.00 = approximately 714,286 shares).
Membership Interest: In exchange for the contribution of the Rollover Shares, Holliday will receive a membership interest in Solara Fleet Holdings LLC. The class, rights, preferences, and other terms of such membership interest will be set forth in the Rollover Agreement and the operating agreement of Solara Fleet Holdings LLC. Key governance terms to be negotiated include board observer or manager designation rights, put/call rights, tag-along and drag-along rights, and transfer restrictions.
Effect on Cash at Closing: The Rollover reduces the net cash payable to Sellers at Closing by $25,000,000, as follows:
Aggregate Purchase Price: $350,000,000
Less: Holliday Rollover Amount: ($25,000,000)
Net cash payable to all Sellers (before further deductions): $325,000,000
Tax Treatment: The Rollover is intended to qualify as a tax-deferred contribution under Section 721 of the Code, pursuant to which Holliday would not recognize gain or loss on the contribution of the Rollover Shares to the Buyer in exchange for the membership interest. The tax-deferred treatment requires that the contribution satisfy the requirements of Section 721 and that Holliday receive a "capital account" credit and an interest in the Buyer rather than cash or other property that would constitute a disguised sale under Section 707(a)(2)(B). The Rollover Agreement will be structured to preserve the Section 721 treatment, and Sylvia Hartwell will review the structure for tax compliance.
The Rollover Agreement will be a separate Ancillary Agreement, substantially in the form to be attached as Exhibit C to the SPA, and its execution and delivery will be a condition to Closing.
E. Purchase Price Adjustments — Net Working Capital
The Aggregate Purchase Price will be subject to a customary post-Closing adjustment mechanism based on the difference between the actual Net Working Capital of the Company at Closing and the Target NWC of $5,800,000. The adjustment mechanism operates on a cash-free, debt-free basis and is designed to ensure that the Company is delivered to the Buyer with a normalized level of working capital. The key components of the NWC adjustment are as follows:
Estimated Closing Statement. No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Buyer a good-faith estimate of (i) the Closing NWC, (ii) the Closing Cash, (iii) the Closing Indebtedness, and (iv) the unpaid Transaction Expenses (collectively, the "Estimated Closing Statement"). The Estimated Closing Statement shall be prepared in accordance with GAAP, consistently applied, and the Accounting Principles set forth in Exhibit K. The Buyer shall have the right to review and comment on the Estimated Closing Statement, but the Company shall retain final authority over its preparation (subject to the obligation to prepare the statement in good faith and in accordance with the agreed-upon methodology).
Closing Payment Adjustment. At Closing, the Aggregate Purchase Price shall be adjusted as follows:
(i) Upward by the amount, if any, by which the estimated Closing NWC exceeds the Target NWC (dollar-for-dollar);
(ii) Downward by the amount, if any, by which the Target NWC exceeds the estimated Closing NWC (dollar-for-dollar);
(iii) Upward by the amount of the estimated Closing Cash (dollar-for-dollar);
(iv) Downward by the amount of the estimated Closing Indebtedness (dollar-for-dollar); and
(v) Downward by the amount of the estimated unpaid Transaction Expenses (dollar-for-dollar).
Post-Closing True-Up. Within ninety (90) days following the Closing Date, the Buyer shall prepare and deliver to the Stockholder Representative a final Closing Statement setting forth the Buyer's good-faith determination of the actual Closing NWC, Closing Cash, Closing Indebtedness, and Transaction Expenses as of the Closing. The Stockholder Representative shall have thirty (30) days following receipt of the final Closing Statement to review and object in writing to any items set forth therein. If the Stockholder Representative delivers a written notice of objection, the parties shall negotiate in good faith for a period of fifteen (15) days to resolve the disputed items. Any items not disputed within the 30-day review period shall be deemed accepted by the Stockholder Representative and shall be final and binding.
Dispute Resolution. If the parties are unable to resolve any disputed items within the 15-day negotiation period, the unresolved items shall be submitted for determination to an independent accounting firm that is mutually acceptable to the Buyer and the Stockholder Representative and that is not the auditor or advisor of either party (i.e., neither Glenmore Kessler & Associates PC nor Whitmore Sandoval Group LLC). The independent accounting firm shall make its determination within thirty (30) days of engagement, acting as an expert and not as an arbitrator, and its determination shall be final and binding on the parties, absent manifest error. The fees and expenses of the independent accounting firm shall be allocated between the Buyer and the Sellers in inverse proportion to the amounts awarded (i.e., the party whose position is farther from the independent accounting firm's determination shall bear a greater share of the costs).
True-Up Payment. Any true-up payment resulting from the post-Closing determination shall be paid within five (5) Business Days of the final determination of the Closing Statement (whether by agreement or by the independent accounting firm). If the actual NWC exceeds the estimated NWC used at Closing (after giving effect to all other adjustments), the Buyer shall pay the difference to the Stockholder Representative for distribution to the Sellers pro rata. If the estimated NWC exceeds the actual NWC, the Stockholder Representative shall pay the difference to the Buyer from the escrow or other available funds.
De Minimis Threshold. No true-up payment shall be required for adjustments of less than $50,000 in the aggregate.
NWC Collar/Deadband. We recommend proposing a $250,000 collar, pursuant to which no adjustment to the Aggregate Purchase Price shall be made for variances between actual Closing NWC and Target NWC of less than $250,000. This collar is designed to avoid disputes over minor fluctuations in working capital items that are within the normal range of variability for a business of this size. We expect HKA to push for a narrower collar or a dollar-one adjustment (i.e., no collar at all). The collar is a negotiation point, and the Solara deal team should determine its priority level. For reference, in our recent experience with comparable vertical SaaS transactions, NWC collars in the range of $100,000 to $500,000 are common.
F. Purchase Price Adjustments — Cash and Indebtedness
In addition to the NWC adjustment described above, the Aggregate Purchase Price will be adjusted at Closing for Closing Cash and Closing Indebtedness as follows:
Closing Cash. The Aggregate Purchase Price shall be increased dollar-for-dollar by the amount of Closing Cash. Closing Cash represents unrestricted cash and cash equivalents on hand at the Company as of the Closing, which will remain in the Company for the benefit of the Buyer following the Closing.
Closing Indebtedness. The Aggregate Purchase Price shall be decreased dollar-for-dollar by the amount of Closing Indebtedness, including the payoff of all outstanding amounts under the Sentinel Commerce Bank, N.A. revolving line of credit (approximately $4,200,000 as of the date hereof). The payoff of the Sentinel Commerce Bank facility will be effected at Closing through a wire transfer directly from the Closing proceeds, based on a payoff letter to be obtained from Sentinel Commerce Bank at or prior to Closing, which shall include a commitment to release all liens and security interests upon receipt of the payoff amount.
Transaction Expenses. The Aggregate Purchase Price shall be decreased dollar-for-dollar by the amount of the Company's unpaid Transaction Expenses as of the Closing (estimated at approximately $12,000,000). Transaction Expenses will be paid at Closing from the purchase price proceeds, based on invoices and payment instructions to be included in the funds flow memorandum.
G. Indicative Cash-at-Close Waterfall
The following table sets forth an indicative cash-at-close waterfall, based on current estimates. The final waterfall will depend on the Estimated Closing Statement and actual adjustments determined at and after Closing. A detailed funds flow memorandum will be prepared separately in advance of the Closing.
The foregoing waterfall is presented for illustrative purposes only and does not reflect potential NWC adjustments (which could increase or decrease the net cash distributed), Closing Cash (which would increase the net cash distributed), or tax withholding on Option Cancellation Payments. The actual funds flow will be specified in a detailed funds flow memorandum to be prepared by Calderwood & Harkness in coordination with HKA and the parties' respective financial advisors, and will be reviewed and approved by all parties prior to the Closing.
H. Escrow
The Escrow Amount of $17,500,000, representing 5% of the Aggregate Purchase Price, will be deposited at Closing with Northgate Escrow Services LLC, the designated Escrow Agent, pursuant to the Escrow Agreement to be entered into by and among the Buyer, the Stockholder Representative, and the Escrow Agent. The key terms of the escrow arrangement are as follows:
The Escrow Amount will be withheld pro rata from each Seller's Closing proceeds (excluding the Rollover Shares contributed by Garrett Holliday, which are not subject to the escrow holdback). Each Seller's pro rata share of the Escrow Amount will be determined based on such Seller's proportionate share of the total cash consideration received at Closing.
The Escrow Amount will be held for a period of eighteen (18) months following the Closing Date, which corresponds to the survival period for the general representations and warranties set forth in Article IV. Assuming a Closing Date of April 30, 2026, the escrow release date would be approximately October 31, 2027. Upon expiration of the escrow period, the remaining balance of the Escrow Amount (less any amounts subject to pending and unresolved claims) will be released to the Stockholder Representative for distribution to the Sellers pro rata.
The Escrow Amount is intended to serve as the sole and exclusive source of recovery for the Buyer's indemnification claims arising from breaches of the general representations and warranties (as distinguished from the Fundamental Representations and special indemnity items), subject to the availability of the R&W Insurance Policy as a supplemental source of recovery. The mechanics of escrow claims, including notice requirements, objection procedures, and disbursement mechanics, will be set forth in detail in the Escrow Agreement. Additional detail regarding the escrow arrangement is provided in Article VIII (Indemnification) and Article XII (Ancillary Agreements) below.
I. Withholding
The SPA will include a standard withholding provision entitling the Buyer (and its agents) to deduct and withhold from any payments made to the Sellers (including Option Cancellation Payments) all amounts required to be deducted and withheld under applicable federal, state, local, or foreign Tax laws. Any amounts so deducted and withheld shall be treated for all purposes of the SPA as having been paid to the Seller or option holder from whom such amounts were withheld. Each Seller will be required to deliver an executed IRS Form W-9 (or, in the case of any Seller that is not a U.S. person, the applicable IRS Form W-8 series) to the Buyer prior to the Closing, and the delivery of such forms shall be a condition to the Seller's receipt of Closing proceeds.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF SELLERS AND COMPANY
A. Overview and Annotation
Article IV of the SPA will contain comprehensive representations and warranties to be given jointly by the Sellers and the Company, qualified by the Disclosure Schedules to be delivered by the Company and Sellers concurrently with execution of the SPA. The representations and warranties in Article IV serve two critical functions in this transaction.
First, they allocate risk between the Buyer and the Sellers by establishing a baseline set of facts and conditions about the Company's business, assets, liabilities, and legal compliance as of the date of the SPA and as of the Closing Date. Breaches of these representations give rise to indemnification obligations under Article VIII and, in certain cases, to termination rights under Article IX.
Second, and of particular importance in this transaction, the representations serve as the underwriting foundation for the buyer-side representations and warranties insurance policy to be obtained from Atlas Meridian Underwriters Ltd. The R&W insurer will rely on the breadth, specificity, and accuracy of the representations in Article IV in determining the scope of coverage, the retention/deductible, and the premium for the R&W Insurance Policy. Accordingly, it is essential that the representations in Article IV be as comprehensive and detailed as market practice allows, and that any limitations, qualifications, or carve-outs be carefully coordinated with the R&W insurer's requirements.
We recommend that the Solara deal team coordinate with Megan Forsythe at Trident Peak Insurance Brokers and the underwriting team at Atlas Meridian Underwriters Ltd. throughout the SPA negotiation process to ensure that the representations and warranties are aligned with the R&W policy coverage. Any material narrowing of the representations during negotiations with HKA should be immediately communicated to the insurance team, as such changes may affect the scope or cost of coverage.
B. Organization and Good Standing
The Company shall represent and warrant that it is duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 5582037). The Company shall further represent that it is duly qualified to do business and in good standing in each jurisdiction in which the ownership or leasing of its assets or the conduct of its business requires such qualification, including the Commonwealth of Virginia, the State of Texas, and the State of Idaho. The Company shall represent that it has full corporate power and authority to own, lease, and operate its assets and to carry on its business as presently conducted.
The Disclosure Schedule will identify any jurisdictions in which the Company is not in good standing or has failed to qualify to do business, together with the steps being taken to cure any such deficiencies. Based on our preliminary diligence review, we do not anticipate any issues with respect to the Company's organizational status or qualifications.
C. Capitalization
The capitalization representation is one of the most important provisions in the SPA, as it establishes the Buyer's right to acquire 100% of the Company's equity on a fully diluted basis and confirms that there are no outstanding equity interests, options, warrants, convertible securities, or other rights that could dilute or impair the Buyer's ownership of the Company following the Closing.
The Company shall represent and warrant as follows with respect to its capitalization:
Authorized Capital. The authorized capital stock of the Company consists of (i) 10,000,000 shares of common stock, par value $0.001 per share, and (ii) 2,000,000 shares of Series A Preferred Stock, par value $0.001 per share.
Issued and Outstanding Shares. As of the date of the SPA, there are (i) 7,850,000 shares of common stock issued and outstanding, and (ii) 1,500,000 shares of Series A Preferred Stock issued and outstanding. All issued and outstanding Shares have been duly authorized, validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable federal and state securities laws.
Outstanding Options. As of the date of the SPA, there are 650,000 Options outstanding under the 2016 Stock Incentive Plan, of which 480,000 are vested and 170,000 are unvested, with a weighted-average exercise price of $8.50 per share. The 2016 Stock Incentive Plan authorizes the issuance of up to 1,300,000 shares of common stock, of which 650,000 are subject to outstanding Options and 650,000 remain available for future grants (although no further grants will be made prior to Closing without the Buyer's consent).
No Other Securities. Except for the Shares and the Options, there are no other shares of capital stock, equity interests, warrants, convertible notes, subscription rights, conversion rights, exchange rights, preemptive rights, anti-dilution rights, rights of first refusal, or other agreements or commitments obligating the Company to issue, sell, or otherwise dispose of any equity interests or securities convertible into or exchangeable for equity interests of the Company.
The Disclosure Schedule (Schedule 4.C) shall contain a complete and accurate capitalization table, broken down by holder, class of security, certificate number (if applicable), number of shares or options held, vesting schedule (for Options), and exercise price (for Options), reflecting all 10,000,000 Fully Diluted Shares.
The Company shall further represent that there are no anti-dilution provisions, preemptive rights, or similar rights applicable to any Shares or Options, except as set forth in the terms of the Series A Preferred Stock (which anti-dilution and preemptive rights are expected to be waived by the Series A holders in connection with the Acquisition).
D. Authority; Enforceability
The Company and each Seller shall represent and warrant that they have full corporate or individual power and authority to execute, deliver, and perform the SPA and each Ancillary Agreement to which they are a party, and to consummate the transactions contemplated thereby. The execution, delivery, and performance of the SPA and the Ancillary Agreements have been (or, at the time of execution, will have been) duly authorized by all necessary corporate action on the part of the Company, including approval by the Company's Board of Directors and, to the extent required under the Company's Certificate of Incorporation, Bylaws, and applicable law, approval by the stockholders of the Company.
The SPA and each Ancillary Agreement, when duly executed and delivered, shall constitute a valid and binding obligation of the Company and each Seller, enforceable against each such party in accordance with its terms, subject to customary exceptions for (i) bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting or relating to the enforcement of creditors' rights generally, and (ii) general principles of equity, regardless of whether enforcement is considered in a proceeding in equity or at law.
With respect to stockholder approval, the transaction will require approval by a majority of the outstanding shares of the Company (or such greater percentage as may be required by the Company's Certificate of Incorporation or Bylaws). Based on the capitalization table set forth above, Pinnacle Bluff Ventures LLC (34.0%), Garrett Holliday (32.0%), and Diana Vasquez-Park (18.0%) collectively hold approximately 84.0% of the fully diluted equity, which is more than sufficient to approve the transaction. The Stockholder Support Agreement described in Article XII will secure the commitments of these holders to vote in favor of the transaction, providing certainty of stockholder approval.
E. No Conflicts; Consents
The Company and each Seller shall represent and warrant that the execution, delivery, and performance of the SPA and the Ancillary Agreements, and the consummation of the transactions contemplated thereby, will not (i) violate or conflict with the Certificate of Incorporation, Bylaws, or other organizational documents of the Company; (ii) violate or conflict with any applicable law, regulation, order, judgment, or decree; (iii) result in a breach of, or constitute a default under, or give rise to any right of termination, cancellation, acceleration, or loss of benefit under, any Material Contract or other agreement to which the Company or any Seller is a party; or (iv) result in the creation or imposition of any lien or encumbrance on any asset of the Company.
The Disclosure Schedule (Schedule 4.E) shall set forth all consents, approvals, authorizations, and waivers required in connection with the consummation of the transaction. Based on our diligence to date, the following consents are known to be required:
TerraLink Logistics, Inc. Written consent is required under the Strategic Partnership Agreement dated March 15, 2022, between the Company and TerraLink Logistics, Inc., for any change of control of MFW. TerraLink is the Company's largest single customer, accounting for approximately $3,800,000 in ARR (approximately 6.1% of total ARR). The Strategic Partnership Agreement has a five-year term through March 14, 2027, and contains a provision requiring TerraLink's prior written consent to any direct or indirect change of control of the Company, failing which TerraLink has the right to terminate the agreement upon thirty (30) days' notice. This consent is designated as a critical path item for the transaction and will be a condition to the Buyer's obligation to close, as further described in Article VII. Failure to obtain TerraLink's consent could result in the termination or renegotiation of the partnership, which would have a material adverse effect on the Company's revenue and business prospects. We recommend that the SPA require the Company and Garrett Holliday (who maintains the primary relationship with TerraLink's management) to use their best efforts (not merely reasonable best efforts) to obtain this consent prior to Closing.
Landlord Consents. The Company's office leases for its McLean headquarters (Westpark Corporate Center LP), Austin office (Brazos Tower Management LLC), and Boise office (Clearwater Realty Holdings Inc.) may contain assignment or change-of-control provisions requiring landlord consent. The specific lease provisions will be reviewed as part of the diligence process, and any required consents will be disclosed in Schedule 4.E. In a stock purchase transaction, a change of control of the Company's parent entity does not technically constitute an assignment of the leases, but certain leases contain change-of-control triggers that may be activated by the Acquisition.
HSR Act Filing and Clearance. The parties will be required to file notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and obtain clearance (either through expiration or early termination of the applicable waiting period) prior to Closing. The HSR filing obligation is discussed in further detail in Article VI and Article VII.
Sentinel Commerce Bank, N.A. Consent of the existing lender to the prepayment and payoff of the revolving line of credit (approximately $4,200,000 outstanding), together with the release of all liens and security interests upon satisfaction of the payoff amount.
Brindoval Data Solutions LLC. The cloud hosting agreement dated September 1, 2023 (approximately $2,100,000 in annual spend; term through August 31, 2026, with automatic renewal) should be reviewed for change-of-control provisions. If the agreement contains a consent requirement, Brindoval's consent should be obtained prior to Closing or disclosed as an exception.
F. Financial Statements
The Company shall represent and warrant that its audited financial statements for fiscal years 2023, 2024, and 2025 (audited by Glenmore Kessler & Associates PC since fiscal year 2019; engagement partner Linda Chowdhury, CPA) have been prepared in accordance with GAAP, consistently applied throughout the periods covered, and fairly present in all material respects the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.
The key financial metrics for FY 2025 are as follows:
The Company shall further represent that (i) interim (stub period) financial statements for the period from January 1, 2026 through the most recent month-end prior to the Closing have been or will be prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes), consistently applied, and fairly present the financial condition and results of operations of the Company for such period; and (ii) there are no undisclosed liabilities of the Company, except for (a) liabilities reflected or reserved against in the most recent audited financial statements, (b) liabilities incurred in the ordinary course of business since the date of the most recent audited financial statements that are not, individually or in the aggregate, material, and (c) liabilities disclosed in the Disclosure Schedules.
G. Absence of Certain Changes
The Company shall represent and warrant that since December 31, 2025 (the date of the most recent audited financial statements), (i) there has been no Material Adverse Effect, and (ii) the Company has conducted its business only in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, the Company shall represent that since December 31, 2025, it has not:
(a) declared, set aside, or paid any dividend or other distribution with respect to its capital stock;
(b) issued, sold, pledged, or otherwise disposed of any shares of capital stock or other equity interests, or granted any options, warrants, or rights to acquire equity interests;
(c) incurred, assumed, or guaranteed any Indebtedness (other than ordinary-course draws on the existing Sentinel Commerce Bank line of credit);
(d) made any material acquisition of assets or any business, or any material disposition of assets, outside the ordinary course;
(e) entered into, amended, or terminated any Material Contract outside the ordinary course;
(f) changed any accounting method, principle, or practice (other than as required by changes in GAAP);
(g) increased the compensation or benefits of any employee, director, or consultant, except in the ordinary

STOCK PURCHASE AGREEMENT

ANNOTATED OUTLINE AND INTERNAL TERM SHEET

Record

Parties

Dates

Amounts