Contract analysis

I. Executive Summary Calderwood & Harkness LLP has been engaged by Solara Digital Infrastructure LP ("Solara" or the "Sponsor") to advise on all legal aspects of the proposed acquisition by Solara Fleet Holdings LLC ("AcquisitionCo"), a newly formed Delaware limited liability company and wholly-owned subsidiary of Solara Fund III, LP ("Fund III"), of one hundred percent (100%) of the issued and outstanding equity of

II. Transaction Overview A. Structure The proposed transaction is structured as a stock purchase. AcquisitionCo (Solara Fleet Holdings LLC), a Delaware limited liability company to be formed prior to closing, will acquire one hundred percent (100%) of all issued and outstanding shares of common stock and Series A Preferred Stock of MFW from MFW's stockholders. The Company itself is a Delaware C corporation, incorpora

III. Federal Income Tax Analysis — Stock Purchase vs. Asset Purchase This section analyzes the principal federal income tax consequences of the proposed transaction under two alternative structures: (a) the stock purchase as currently contemplated, and (b) a hypothetical asset purchase. The comparison is relevant to evaluating the potential benefits of a Section 338(h)(10) election (discussed in Section IV), which wo

IV. Section 338(h)(10) Election Analysis A. Overview and Eligibility

Section 338(h)(10) of the Internal Revenue Code permits the buyer and seller(s) in a "qualified stock purchase" (as defined in Section 338(d)(3)) to make a joint election to treat the stock purchase as a deemed asset sale for federal income tax purposes. When a valid Section 338(h)(10) election is made, the actual stock sale is disregarded, and the target is treated as if it had sold all of its assets at fair market

V. State and Local Tax Considerations A. Delaware MFW is incorporated in the State of Delaware. As a Delaware corporation, MFW is subject to the Delaware annual franchise tax, which is calculated under either the authorized shares method or the assumed par value capital method, at MFW's election. We should confirm through diligence that MFW's Delaware franchise tax has been paid in full and that the Company is in goo

VI. Treatment of Holliday Rollover Equity ($25,000,000) A. Structure of Rollover As contemplated by the LOI, Garrett Holliday will contribute a portion of his equity consideration — approximately $25,000,000 in value — to Solara Fleet Holdings LLC (AcquisitionCo) in exchange for a membership interest in AcquisitionCo. The rollover represents approximately 7.14% of the $350,000,000 aggregate deal value. Mr. Holliday c

VII. Option Cash-Out Tax Treatment A. Overview MFW has 650,000 stock options outstanding under the MFW 2016 Stock Incentive Plan, consisting of 480,000 vested options and 170,000 unvested options. The weighted-average exercise price across all outstanding options is $8.50 per share. At closing, all outstanding options are expected to be cancelled in exchange for a cash payment to each option holder equal to $35.00 pe