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Contract analysis / due-diligence-request-list.docx
due-diligence-request-list.docx
1041-00004 · 11 clauses
High · 1 Medium · 1 Standard · 0
1. Virtual Data Room. All responsive documents and information should be uploaded to the
1. Virtual Data Room. All responsive documents and information should be uploaded to the Thackeray Solutions virtual data room established for Project Trident in organized folders corresponding to the numbered categories below. Each document should be uploaded in its native format where possible (e.g., Microsoft Word, Excel), or as a searchable PDF where native format is not available. Documents should be clearly and
2. Forms, Templates, and Deviations. Where a request calls for a form or template documen
2. Forms, Templates, and Deviations. Where a request calls for a form or template document (e.g., form of customer agreement, form of option agreement), please also provide copies of any material deviations from the standard form, including all side letters, addenda, amendments, or bespoke terms that vary from the standard form in any material respect.
3. Time Period. Unless a specific time period is stated in a particular request, document
3. Time Period. Unless a specific time period is stated in a particular request, documents and information should cover the period from MFW's founding in 2014 through the present date (February 19, 2026). Where a request specifies a shorter period (e.g., "the past five years" or "FY 2023 through FY 2025"), the request should be read as covering that specified period.
4. Fiscal Year. The Company's fiscal year ends on December 31. Unless otherwise noted, al
4. Fiscal Year. The Company's fiscal year ends on December 31. Unless otherwise noted, all references to a fiscal year (e.g., "FY 2025") refer to the fiscal year ended December 31 of that year. Financial data references are to FY 2025 (ended December 31, 2025) unless otherwise specified.
5. Subsidiaries. References to "the Company" throughout this Request List mean Meridian F
5. Subsidiaries. References to "the Company" throughout this Request List mean Meridian FleetWorks, Inc. and its subsidiaries and affiliated entities, if any. Where information is requested for the Company, please provide corresponding information for each subsidiary or affiliate, as applicable.
6. Privilege. Please identify any responsive documents or categories of documents that ar
6. Privilege. Please identify any responsive documents or categories of documents that are subject to attorney-client privilege, work product protection, or any other applicable privilege. The Company and its counsel should maintain a privilege log with respect to any documents withheld on the basis of privilege, and such privilege log should be made available to C&H upon request.
7. Not Exhaustive. This Request List is not intended to be exhaustive. Supplemental reque
7. Not Exhaustive. This Request List is not intended to be exhaustive. Supplemental requests may follow as the diligence review progresses, as additional issues are identified, or as the Buyer's financial, tax, technical, and operational diligence teams identify areas requiring further investigation. Calderwood & Harkness reserves the right to submit additional or supplemental diligence requests at any time prior to
8. Non-Applicability. For any request that is not applicable to the Company, please confi
8. Non-Applicability. For any request that is not applicable to the Company, please confirm non-applicability in writing (e.g., by uploading a written confirmation to the applicable VDR folder noting "N/A — [brief explanation]").
9. Response Deadline. The Company and its counsel are requested to respond to this Reques
9. Response Deadline. The Company and its counsel are requested to respond to this Request List on a rolling basis, with substantially complete population of the virtual data room targeted for March 1, 2026, to support the Buyer's diligence completion deadline of March 15, 2026 as set forth in the LOI. Timely and complete responses are essential to maintaining the transaction timeline contemplated by the LOI.
10. Prior Deliveries. This Request List is supplemental to any documents and information Medium
⚑ Confidentiality undertaking
10. Prior Deliveries. This Request List is supplemental to any documents and information previously provided in connection with the Confidential Information Memorandum prepared by Redstone Arbor Capital LLC and any documents already uploaded to the VDR as of the date hereof. Where responsive documents have already been uploaded, the Company should reference the applicable VDR folder and document number in its index r
11. Coordination. All correspondence and questions regarding this Request List should be High
⚑ Uncapped liability exposure
11. Coordination. All correspondence and questions regarding this Request List should be directed to C&H (Andrew Fitzpatrick and Naomi Petersen) and should also be copied to Hawthorne Kinsey & Alcott LLP (Rachel Greenwald and Timothy Cho) as counsel to MFW. CATEGORY 1: CORPORATE AND ORGANIZATIONAL DOCUMENTS 1.1. Certificate of Incorporation of Meridian FleetWorks, Inc. as originally filed with the Secretary of State