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Contract analysis / draft-disclosure-schedules-template.docx
draft-disclosure-schedules-template.docx
High · 1
Medium · 1
Standard · 4
1. Purpose
1. Purpose These Disclosure Schedules (these "Disclosure Schedules") are delivered pursuant to, and form an integral part of, the Stock Purchase Agreement (the "Agreement") dated as of [●], 2026, by and among: (i) Solara Fleet Holdings LLC, a Delaware limited liability company ("Buyer"); (ii) the stockholders of Meridian FleetWorks, Inc., a Delaware corporation (the "Company"), listed on the signature pages to the Ag
2. Disclosure Conventions
Standard
⚑ Commercial term
2. Disclosure Conventions The following conventions apply to the preparation, interpretation, and use of these Disclosure Schedules: (a) Corresponding Section Numbers. Each Schedule set forth herein is numbered to correspond to the applicable Section of Article [●] (Representations and Warranties of the Sellers) of the Agreement. Sub-sections within each Schedule correspond, where applicable, to the sub-sections of t
3. Format Instructions for Preparers
Standard
⚑ Commercial term
3. Format Instructions for Preparers The following instructions are directed to the Sellers and their counsel, Hawthorne Kinsey & Alcott LLP, in connection with the preparation and completion of these Disclosure Schedules: (a) Bracketed Placeholders. All bracketed placeholder fields (indicated by "[Insert]" or "[●]") must be completed with the applicable information. No bracketed placeholder should remain in the fina
1. Legal Name of the Company:
1. Legal Name of the Company: [Insert full legal name of the Company]
2. State of Incorporation:
2. State of Incorporation: [Insert state of incorporation]
3. Date of Incorporation:
3. Date of Incorporation: [Insert date of incorporation]
4. State File Number:
4. State File Number: [Insert state file number assigned by the Secretary of State of the state of incorporation]
5. Foreign Qualifications:
5. Foreign Qualifications: The following table lists all jurisdictions in which the Company is qualified or licensed to do business as a foreign corporation, including the state of the Company's principal place of business, states in which the Company maintains offices or facilities, and states in which the Company has a sufficient nexus of business operations or employees to require qualification. [List all jurisdic
6. Jurisdictions Requiring Qualification Where the Company Is Not Currently Qualified:
6. Jurisdictions Requiring Qualification Where the Company Is Not Currently Qualified: [Identify any jurisdictions in which the Company conducts business activities or otherwise has a nexus that may require qualification or licensure as a foreign corporation, but in which the Company is not currently qualified. If none, state "None."]
7. Attachments:
7. Attachments: The following documents are attached or to be attached hereto as exhibits to this Schedule: (a) Certificate of Good Standing (or equivalent certificate) from the Secretary of State of the Company's state of incorporation, dated within thirty (30) days of the date hereof. (b) Certificates of Good Standing (or equivalent certificates) from the Secretary of State (or equivalent authority) of each foreign
1. Subsidiaries:
1. Subsidiaries: [For each Subsidiary, provide the full legal name, jurisdiction of organization or incorporation, the Company's direct or indirect percentage ownership interest, the type of legal entity (e.g., corporation, limited liability company, limited partnership), the total authorized capital (including authorized share classes and par values, if applicable), and the total outstanding or issued capital. If th
2. Joint Ventures, Minority Equity Investments, and Partnership Interests:
2. Joint Ventures, Minority Equity Investments, and Partnership Interests: [Describe any joint ventures, minority equity investments, partnership interests, or other equity or ownership interests held by the Company in any Person (other than Subsidiaries listed in the table above), including the identity of the relevant entity, the nature and percentage of the Company's interest, and a brief description of the arrang
1. Equity Incentive Plan(s):
Standard
⚑ Commercial term
1. Equity Incentive Plan(s): The Company maintains the following equity incentive plan(s): (i) Plan Name: [Insert name of equity incentive plan] (ii) Date Adopted: [Insert date the plan was adopted by the Board of Directors and approved by the stockholders] (iii) Total Shares Authorized Under the Plan: [Insert number] shares of Common Stock (iv) Total Shares Subject to Outstanding Awards: [Insert number] shares of Co
2. Individual Option Grants:
2. Individual Option Grants: The following table sets forth all individual option grants outstanding under the Company's equity incentive plan(s) as of the date hereof: [List all individual option grants, including grants to employees, officers, directors, consultants, and advisors. Where an option has been partially exercised, indicate the number of shares previously purchased upon exercise and the remaining unexerc
3. Warrants:
Standard
⚑ Commercial term
3. Warrants: [List all outstanding warrants to purchase capital stock of the Company, including the holder, date of issuance, number of shares, exercise price, and expiration date. If none, state "None."]
4. Convertible Securities:
Medium
⚑ Forum / governing law
4. Convertible Securities: [List all outstanding convertible notes, SAFEs, or other convertible securities of the Company, including the holder, principal amount, conversion price or valuation cap, and maturity date. If none, state "None."] Section (d) — Preemptive Rights, Anti-Dilution Rights, and Other Rights [Describe any preemptive rights, rights of first refusal, co-sale rights (including tag-along and drag-alon
1. Financial Statements Attached:
1. Financial Statements Attached: The following financial statements of the Company are attached hereto as exhibits to this Schedule (collectively, the "Financial Statements"): (i) Audited Financial Statements. The audited balance sheets of the Company as of [Insert fiscal year-end date], [Insert fiscal year-end date], and [Insert fiscal year-end date], and the related audited statements of income, stockholders' equi
2. Auditor's Reports — Qualifications, Modifications, or Exceptions:
2. Auditor's Reports — Qualifications, Modifications, or Exceptions: [Identify any qualifications, modifications, "going concern" opinions, emphasis-of-matter paragraphs, or other exceptions contained in the reports of the Company's independent auditor with respect to the audited Financial Statements. If the auditor's reports contain no qualifications, modifications, or exceptions, state "None."]
3. Off-Balance-Sheet Arrangements and Liabilities:
High
⚑ Penalty / liquidated damages
3. Off-Balance-Sheet Arrangements and Liabilities: [Describe any off-balance-sheet arrangements, liabilities, commitments, or obligations of the Company not reflected or reserved against in the Financial Statements, including any guarantees, contingent liabilities, variable interest entities, or structured finance transactions. If none, state "None."] SCHEDULE [●] — ABSENCE OF CERTAIN CHANGES This Schedule sets forth