DRAFT OUTLINE — RESTRICTIVE COVENANT AGREEMENTS
Garrett Holliday and Diana Vasquez-Park
Project Trident Confidential Attorney Work Product / Attorney-Client Privileged
Prepared by: Calderwood & Harkness LLP, 277 Park Avenue, 45th Floor, New York, NY 10172 Matter No.: 1041-00004
Date: February 2026 (preliminary draft for internal review)
Drafted by: Andrew Fitzpatrick (Lead Associate) and Naomi Petersen (Working Associate) Reviewed by: James Prentice (Responsible Partner)
Distribution:
This document is a confidential attorney work product and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the individuals and entities identified above. Any distribution, copying, or disclosure of this document or its contents to any other person or entity is strictly prohibited.
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I. Overview and Purpose
This memorandum outlines the principal terms, structure, and key drafting considerations for two separate but substantially parallel Restrictive Covenant Agreements (each, an "RCA" and collectively, the "RCAs") to be executed at the closing of the stock purchase of Meridian FleetWorks, Inc. ("MFW" or the "Company") by Solara Fleet Holdings LLC (the "Buyer"), a newly formed Delaware limited liability company and wholly-owned subsidiary of Solara Fund III, LP. The acquisition involves the purchase of 100% of the issued and outstanding shares of common stock and Series A Preferred Stock of MFW for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Transaction").
The two RCAs are to be entered into with the following parties:
Agreement A — Garrett Holliday. Agreement A will be entered into between the Buyer and Garrett Holliday, who currently serves as Co-Founder, Chief Executive Officer, and a Director of MFW. Mr. Holliday holds 2,800,000 shares of common stock and 400,000 shares of Series A Preferred Stock, for an aggregate of 3,200,000 shares, representing approximately 32.0% of the fully diluted capitalization of MFW. Mr. Holliday is the single largest individual shareholder of MFW and has served as the Company's chief executive officer since its founding in 2014.
Agreement B — Diana Vasquez-Park. Agreement B will be entered into between the Buyer and Diana Vasquez-Park, who currently serves as Co-Founder, Chief Technology Officer, and a Director of MFW. Ms. Vasquez-Park holds 1,600,000 shares of common stock and 200,000 shares of Series A Preferred Stock, for an aggregate of 1,800,000 shares, representing approximately 18.0% of the fully diluted capitalization of MFW. Ms. Vasquez-Park has served as MFW's chief technology officer since the Company's founding and has been the principal architect and technology leader of MFW's proprietary fleet management SaaS platform.
The execution and delivery of both RCAs is a condition to closing under the Stock Purchase Agreement (the "SPA"). Neither RCA may be waived by the Buyer without the prior written consent of Solara Digital Infrastructure LP as the managing general partner of Solara Fund III, LP.
The RCAs are intended to protect the goodwill and business value of MFW that the Buyer is acquiring in the Transaction for $350,000,000. The specific value drivers that the RCAs are designed to protect include, without limitation:
• MFW's proprietary fleet management SaaS platform, including its fleet management, route optimization, electronic logging device ("ELD") compliance, maintenance scheduling, and embedded payments capabilities;
• MFW's customer relationships, which include approximately 4,200 active subscription accounts generating approximately $62,000,000 in annual recurring revenue ("ARR");
• MFW's intellectual property portfolio, including software source code, algorithms, trade secrets, and proprietary data methodologies; and
• MFW's employee base and organizational know-how, encompassing approximately 310 employees and approximately 25 independent contractors concentrated in product development.
The restrictive covenants contained in the RCAs will also serve as additional consideration supporting the Transaction. This is particularly significant with respect to Mr. Holliday, who will be rolling over approximately $25,000,000 of equity value into Solara Fleet Holdings LLC pursuant to a separate Rollover Agreement, and with respect to Ms. Vasquez-Park, who is expected to continue in her role as Chief Technology Officer following the closing.
Interplay with Existing Employment Agreements. Both Mr. Holliday and Ms. Vasquez-Park are parties to employment agreements with MFW that contain restrictive covenant provisions. The material terms of these employment agreements are as follows:
The RCAs will need to be carefully coordinated with these existing employment agreements. To the extent that the restrictive covenant provisions in the employment agreements are inconsistent with the RCAs, the RCAs will expressly supersede the employment agreement provisions. The change-of-control severance provisions in the employment agreements, however, are not intended to be affected by the RCAs and will remain in full force and effect.
Governing Law. Both RCAs will be governed by Delaware law, consistent with the governing law provisions of the SPA and the Letter of Intent (LOI-MFW-2026-0218).
II. Recitals
The recitals to each RCA should establish the factual and legal context for the restrictive covenants, set forth the consideration supporting the covenants, and introduce the key defined terms. The following sections describe the recital framework in detail.
A. Transaction Background
The recitals should open with a reference to the Stock Purchase Agreement and the Transaction. Specifically, the recitals should state that:
The Buyer, the stockholders of MFW (including the Restricted Party), and MFW have entered into that certain Stock Purchase Agreement dated as of [●], 2026 (the "SPA"), pursuant to which the Buyer has agreed to acquire, and the stockholders of MFW have agreed to sell, 100% of the issued and outstanding shares of common stock and Series A Preferred Stock of MFW for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price"), subject to customary purchase price adjustments for working capital, indebtedness, and transaction expenses.
The recitals should further describe the roles and significance of each Restricted Party to the business of MFW:
• Holliday: Mr. Holliday is a co-founder, the Chief Executive Officer, and a Director of MFW. He has served in these capacities since the Company's founding in 2014 and possesses deep and extensive knowledge of MFW's business operations, strategic direction, customer relationships, technology platform, financial performance, and trade secrets. Mr. Holliday is the largest individual shareholder of MFW, holding 3,200,000 shares representing approximately 32.0% of the fully diluted capitalization. He is rolling over approximately $25,000,000 of equity value into Solara Fleet Holdings LLC and will continue to have a significant economic interest in the post-closing entity.
• Vasquez-Park: Ms. Vasquez-Park is a co-founder, the Chief Technology Officer, and a Director of MFW. She has served as CTO since the Company's founding in 2014 and has been the principal technology leader responsible for the development, architecture, and ongoing enhancement of MFW's proprietary fleet management SaaS platform. She possesses intimate knowledge of MFW's technology infrastructure, source code, product roadmap, engineering talent, and technical trade secrets. Ms. Vasquez-Park is expected to continue serving as CTO of MFW following the closing of the Transaction.
B. Consideration Recitals
The consideration recitals are critical to the enforceability of the RCAs. Under Delaware law, restrictive covenants entered into in connection with the sale of a business must be supported by adequate consideration. The recitals should clearly identify the consideration flowing to each Restricted Party in connection with the Transaction and the RCAs.
The recitals should state that:
The execution and delivery of each RCA is a material condition to the Buyer's obligation to consummate the closing under the SPA. In the absence of the execution and delivery of the RCAs, the Buyer would not have entered into the SPA or agreed to consummate the Transaction.
In consideration of the Restricted Party's execution and delivery of the RCA, and in connection with the consummation of the Transaction, the Restricted Party will receive substantial consideration, including:
(i) Per-Share Purchase Price. For each share of common stock and Series A Preferred Stock of MFW not subject to rollover, the Restricted Party will receive a per-share purchase price of $35.00 per fully diluted share, representing the Restricted Party's pro rata portion of the aggregate Purchase Price. For Mr. Holliday, this represents an aggregate payment of approximately $87,000,000 (for 2,485,714 non-rolled-over shares, calculated as 3,200,000 total shares less the approximately 714,286 shares attributable to the $25,000,000 rollover at $35.00 per share). For Ms. Vasquez-Park, this represents an aggregate payment of approximately $63,000,000 (for 1,800,000 shares at $35.00 per share).
(ii) Rollover Membership Interest (Holliday Only). Mr. Holliday will receive a membership interest in Solara Fleet Holdings LLC in exchange for his contribution of approximately $25,000,000 of equity value, pursuant to the Rollover Agreement to be entered into at closing.
(iii) Continued Employment. Each Restricted Party will have the opportunity for continued employment with MFW following the closing on terms to be agreed upon in connection with the negotiation of amended and restated employment agreements.
(iv) Other Good and Valuable Consideration. Such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Restricted Party.
The recitals should conclude with an acknowledgment by each Restricted Party that the restrictive covenants contained in the RCA are reasonable and necessary to protect the goodwill, customer relationships, proprietary technology, trade secrets, and confidential information of MFW that the Buyer is acquiring in the Transaction, and that the scope, duration, and geographic reach of the restrictive covenants are reasonable in light of the nature and scope of MFW's business and the substantial consideration being received by the Restricted Party.
C. Defined Terms
The recitals should include a provision noting that capitalized terms used but not defined in the RCA shall have the meanings ascribed to such terms in the SPA, unless the context otherwise requires. This cross-reference will ensure consistency across the Transaction documents and avoid duplicative definitions.
In addition, the recitals (or a lead-in to Article 1) should introduce the key defined terms that will be specifically defined in the RCA, including: "Restricted Period," "Restricted Territory," "Competing Business," "Restricted Person," "Confidential Information," "Customer," "Prospective Customer," and "Protected Employee." Each of these terms is discussed in detail in Article 1 below.
III. Article 1 — Definitions
Article 1 of each RCA should contain comprehensive definitions for the key terms used throughout the agreement. Below is a discussion of each principal definition.
1.1 "Competing Business"
The definition of "Competing Business" is the cornerstone of the non-competition covenant and must be drafted with precision to ensure both adequate protection for the Buyer and enforceability under Delaware law. The proposed definition is as follows:
"Competing Business" means any business, enterprise, or activity (whether conducted by a person, partnership, corporation, limited liability company, joint venture, or other entity, or through any direct or indirect investment, ownership, management, operation, or other involvement) that develops, markets, sells, licenses, distributes, or provides any of the following products, services, or solutions:
(a) fleet management software or software-as-a-service platforms;
(b) fleet maintenance scheduling software or solutions;
(c) route optimization software or solutions for trucking, logistics, or fleet operations;
(d) electronic logging device ("ELD") compliance software or solutions;
(e) embedded payments solutions designed for or marketed to trucking, logistics, or fleet management companies; or
(f) any other vertical software-as-a-service platform that is substantially competitive with MFW's product offering as of the closing date or as reasonably anticipated by MFW's product roadmap as of the closing date.
The term "Competing Business" shall include any material involvement in the fleet management and logistics SaaS market, including the provision of consulting, advisory, or technology development services to any entity that operates a Competing Business. For the avoidance of doubt, a business shall constitute a "Competing Business" if the products or services described in clauses (a) through (f) above constitute a material portion of such business's revenues, product offerings, or strategic focus, even if such business also engages in other, non-competing activities.
Carve-Outs. The following activities shall not be deemed to constitute engagement in a "Competing Business":
(a) Passive Investment. The ownership of not more than two percent (2%) of the outstanding equity securities of any entity whose securities are listed on a national securities exchange or traded in the over-the-counter market, provided that the Restricted Party does not otherwise participate in the management, operations, or governance of such entity and does not serve as an officer, director, employee, consultant, or advisor to such entity.
(b) Non-Competing Portfolio Investments. Ownership of, or investment in, businesses or ventures that are not Competing Businesses, regardless of the size of such investment.
Drafting Note: The definition should be carefully tailored to the fleet management and logistics SaaS vertical to avoid overbreadth. A definition that sweeps in all enterprise software, all logistics technology, or all SaaS businesses generally would likely be challenged by Seller's counsel and could raise enforceability concerns. The focus should remain on the specific product categories in which MFW operates.
1.2 "Restricted Period"
The "Restricted Period" is the temporal limitation on the non-competition, non-solicitation, and customer non-solicitation covenants. The proposed terms are differentiated between the two Restricted Parties:
Holliday: The Restricted Period for Mr. Holliday shall be the period commencing on the closing date and ending on the third (3rd) anniversary of the closing date. Based on the targeted closing date of April 30, 2026, the Restricted Period for Mr. Holliday would run through April 30, 2029.
Vasquez-Park: The Restricted Period for Ms. Vasquez-Park shall be the period commencing on the closing date and ending on the second (2nd) anniversary of the closing date. Based on the targeted closing date of April 30, 2026, the Restricted Period for Ms. Vasquez-Park would run through April 30, 2028.
Tolling Provision. Each RCA should include a tolling provision stating that the Restricted Period shall be automatically tolled and suspended during any period in which the Restricted Party is in material breach of any of the restrictive covenants contained in the RCA. Upon the cessation of such breach (whether voluntary or by court order), the Restricted Period shall resume and shall be extended by a period equal to the duration of such breach. This tolling mechanism is well-established under Delaware law and provides important protection against the practical dilution of the non-compete period through breach.
1.3 "Restricted Territory"
"Restricted Territory" means the United States of America, including all fifty (50) states and the District of Columbia, and any territory or possession thereof.
The nationwide scope of the Restricted Territory is appropriate and supportable in light of MFW's business model. MFW operates a SaaS platform that is delivered to customers remotely and is accessible by customers throughout the United States. MFW's approximately 4,200 active customer accounts are distributed across the country, and MFW's sales and marketing efforts are conducted on a nationwide basis. MFW maintains offices in McLean, Virginia; Austin, Texas; and Boise, Idaho, but its customer base is not geographically concentrated.
Consideration of International Scope. Based on diligence conducted to date, MFW's current operations appear to be exclusively domestic. MFW does not currently have customers, offices, or employees outside of the United States. Accordingly, extending the Restricted Territory to include international jurisdictions does not appear to be warranted at this time and could raise enforceability concerns in certain jurisdictions. If the Buyer's post-closing business plan contemplates international expansion, the Restricted Territory could be expanded to include specific foreign jurisdictions, but such expansion should be discussed with the deal team and assessed for enforceability.
1.4 "Customer"
"Customer" means any person or entity that: (a) was a customer of MFW at any time during the twelve (12) month period immediately preceding the closing date; (b) had an active subscription, license, or service agreement with MFW at any time during such twelve (12) month period; or (c) purchased or received products or services from MFW at any time during such twelve (12) month period, in each case including any affiliate of such person or entity to the extent such affiliate used or benefited from MFW's products or services.
For the avoidance of doubt, the term "Customer" includes, without limitation, all customers subscribing to or using MFW's products and services under the MFW Master Subscription Agreement or any predecessor or successor form of subscription agreement. Key accounts falling within this definition include TerraLink Logistics, Inc., which is MFW's largest customer at approximately $3,800,000 in ARR (representing approximately 6.1% of MFW's total ARR) and which is party to a strategic partnership agreement with MFW dated March 15, 2022, with a term running through March 2027.
1.5 "Prospective Customer"
"Prospective Customer" means any person or entity with whom MFW, or any officer, employee, or authorized representative of MFW, had active sales discussions, submitted a written or electronic proposal, request for proposal response, or statement of work, or conducted a product demonstration, trial, or proof of concept, in each case during the twelve (12) month period immediately preceding the closing date, with respect to the potential purchase, subscription, licensing, or use of MFW's products or services.
The definition of "Prospective Customer" is intended to capture the pipeline of potential customer relationships that MFW has been developing and that represent significant future revenue potential for the post-closing business.
1.6 "Protected Employee"
"Protected Employee" means any individual who: (a) is employed by MFW or any of its subsidiaries or affiliates as of the closing date; (b) was employed by MFW or any of its subsidiaries or affiliates at any time during the twelve (12) month period immediately preceding the closing date; or (c) is engaged as an independent contractor by MFW or any of its subsidiaries or affiliates as of the closing date or was so engaged at any time during the twelve (12) month period immediately preceding the closing date.
As of the date of this memorandum, MFW employs approximately 310 individuals and engages approximately 25 independent contractors, the majority of whom are concentrated in product development and engineering. The term "Protected Employee" is intentionally broad to encompass both current and recently departed employees and contractors, reflecting the significant investment MFW has made in recruiting, training, and retaining its workforce.
1.7 "Confidential Information"
"Confidential Information" means all non-public, proprietary, or confidential information relating to the business, operations, products, services, technology, customers, finances, strategy, or affairs of MFW and its subsidiaries and affiliates, in any form or medium (whether written, oral, electronic, visual, or otherwise), including without limitation:
(a) proprietary software source code, object code, software architecture, algorithms, data structures, technical documentation, and development tools;
(b) trade secrets, inventions, discoveries, know-how, processes, techniques, methods, and formulas;
(c) customer lists, customer data, customer identities, customer contact information, and customer usage and behavioral data;
(d) pricing data, pricing models, discount schedules, and margin information;
(e) financial information, including revenue, annual recurring revenue, EBITDA, cash flow, budgets, forecasts, and projections;
(f) business plans, strategic plans, product roadmaps, development plans, and go-to-market strategies;
(g) fleet GPS data, telematics data, driver-behavior data, and proprietary data collection and analysis methodologies;
(h) marketing strategies, competitive analyses, and market research;
(i) employee compensation, benefits, performance, and organizational information;
(j) vendor and supplier relationships, terms, and pricing;
(k) merger, acquisition, and investment pipeline information and related analyses; and
(l) any other information that MFW treats as confidential or proprietary, or that would reasonably be understood to be confidential or proprietary.
Exclusions. Notwithstanding the foregoing, "Confidential Information" shall not include information that:
(a) is or becomes generally available to the public other than as a result of a disclosure by the Restricted Party in violation of this Agreement;
(b) was available to the Restricted Party on a non-confidential basis from a source other than MFW, the Buyer, or their respective representatives, provided that such source is not known by the Restricted Party to be bound by a confidentiality obligation to MFW or the Buyer with respect to such information; or
(c) was independently developed by the Restricted Party without reference to, reliance upon, or use of any Confidential Information.
The burden of establishing that any of the foregoing exclusions applies shall rest with the Restricted Party.
IV. Article 2 — Non-Competition Covenant
2.1 Scope
The non-competition covenant is the core restrictive provision of each RCA. During the applicable Restricted Period and within the Restricted Territory, the Restricted Party shall not, directly or indirectly, whether as an owner, officer, director, employee, consultant, advisor, partner, member, manager, agent, representative, independent contractor, or in any other capacity, and whether for compensation or without compensation:
(a) engage in, establish, manage, operate, control, join, or otherwise participate in any Competing Business;
(b) acquire or hold any equity, ownership, membership, partnership, financial, or other interest in any Competing Business, including any interest as a stockholder, member, partner, joint venturer, or creditor (subject to the passive investment carve-out set forth in Section 2.2 below);
(c) assist, facilitate, finance, advise, consult for, or encourage any other person or entity in establishing, operating, managing, or otherwise engaging in any Competing Business; or
(d) lend his or her name, reputation, expertise, endorsement, or personal or professional goodwill to any Competing Business, or permit his or her name or likeness to be used in connection with the marketing, promotion, or branding of any Competing Business.
The non-competition covenant is intended to be construed broadly to prevent the Restricted Party from engaging in competitive activity in any capacity, whether directly or through intermediaries, affiliates, or nominees. The term "indirectly" includes, without limitation, activities conducted through or on behalf of any family member, trust, estate, or other entity in which the Restricted Party has an economic or beneficial interest or over which the Restricted Party exercises control or influence.
2.2 Carve-Outs / Permitted Activities
The following activities shall be expressly permitted and shall not constitute a breach of the non-competition covenant:
(a) Passive Investment Exception. The ownership of not more than two percent (2%) of the outstanding equity securities of any entity whose equity securities are listed on a national securities exchange (including the New York Stock Exchange or the Nasdaq Stock Market) or are regularly traded in a recognized over-the-counter market, provided that the Restricted Party does not otherwise participate in the management, operations, or governance of such entity, and does not serve as an officer, director, employee, consultant, advisor, or agent of such entity, and does not otherwise encourage or influence the competitive activities of such entity.
(b) Activities on Behalf of MFW or the Buyer (Holliday). For Mr. Holliday, activities conducted in his capacity as a member of Solara Fleet Holdings LLC, or as an employee, officer, director, or consultant of MFW or any of its affiliates following the closing, in each case in accordance with the terms of his employment or engagement with such entity.
(c) Activities on Behalf of MFW (Vasquez-Park). For Ms. Vasquez-Park, activities conducted in her capacity as the Chief Technology Officer of MFW or any of its affiliates following the closing, or in any other capacity as an employee, officer, or consultant of MFW or its affiliates, in each case in accordance with the terms of her employment or engagement with such entity.
(d) Charitable, Civic, Educational, and Industry Activities. General charitable, civic, philanthropic, educational, or industry association activities, including service on the board of directors or advisory board of any charitable, civic, educational, or industry organization, provided that such activities do not involve a Competing Business and are not otherwise conducted in a manner that would reasonably be expected to interfere with the Restricted Party's obligations under this Agreement.
(e) Non-Competing Investments. Investments in, or involvement with, businesses, ventures, or entities that are not Competing Businesses, regardless of the size of such investment or the nature of the Restricted Party's involvement.
2.3 Differentiation Between Holliday and Vasquez-Park
The non-competition covenants are differentiated between Mr. Holliday and Ms. Vasquez-Park in terms of duration, reflecting the distinct roles, responsibilities, knowledge bases, and economic interests of each individual. The rationale for each term is set forth below:
Holliday — Three-Year Non-Compete. The three-year non-competition period for Mr. Holliday is justified by the following factors:
• CEO Role and Breadth of Knowledge. As Chief Executive Officer, Mr. Holliday has had comprehensive access to all aspects of MFW's business, including business strategy, financial performance and projections, customer relationships, competitive positioning, pricing decisions, M&A considerations, and organizational planning. His knowledge extends across all functional areas of the Company and is not limited to any single domain.
• Customer Relationships. Mr. Holliday has been the primary executive-level relationship manager for MFW's most significant customer accounts, including TerraLink Logistics, Inc. He has extensive personal relationships with key decision-makers at MFW's largest customers and is likely to retain significant influence over those relationships for an extended period following closing.
• Largest Individual Shareholder. Mr. Holliday holds approximately 32.0% of MFW's fully diluted shares, making him the single largest individual shareholder. The magnitude of his ownership interest reflects the depth of his involvement in and influence over the Company.
• Equity Rollover. Mr. Holliday is rolling over approximately $25,000,000 of equity value into Solara Fleet Holdings LLC, maintaining a continuing economic interest in the post-closing entity. This rollover provides both additional consideration supporting the non-compete and an alignment of interests between Mr. Holliday and the Buyer.
• Change-of-Control Severance. Mr. Holliday's existing employment agreement provides for 24 months of change-of-control severance, reflecting the parties' prior agreement regarding the appropriate post-termination protection period.
Vasquez-Park — Two-Year Non-Compete. The two-year non-competition period for Ms. Vasquez-Park is justified by the following factors, while recognizing that a shorter duration is appropriate given her more limited scope of responsibilities:
• CTO Role — Technology-Focused. As Chief Technology Officer, Ms. Vasquez-Park's role has been primarily focused on technology development, product architecture, engineering team management, and technical strategy. While she possesses intimate knowledge of MFW's proprietary technology and trade secrets, her exposure to customer relationships, financial information, and business strategy has been more limited than Mr. Holliday's.
• More Limited Customer-Facing Responsibilities. Ms. Vasquez-Park has had less direct customer-facing interaction compared to Mr. Holliday. Her customer engagement has primarily been in technical contexts, such as product demonstrations, technical onboarding, and engineering-level discussions with customer IT teams.
• Smaller Equity Stake. Ms. Vasquez-Park holds approximately 18.0% of MFW's fully diluted shares, a significant but materially smaller stake than Mr. Holliday's 32.0%.
• No Rollover Equity. Ms. Vasquez-Park is not participating in the equity rollover and will not have a continuing equity interest in the post-closing entity beyond her per-share consideration.
• Change-of-Control Severance. Ms. Vasquez-Park's existing employment agreement provides for 18 months of change-of-control severance, which is six months shorter than Mr. Holliday's severance period.
Enforceability under Delaware Law. Under Delaware law, non-competition covenants entered into in connection with the sale of a business are generally subject to a reasonableness standard that is less stringent than the standard applied to employment non-competes. Delaware courts have upheld non-competition periods of three years and longer in connection with business acquisitions where the selling party received substantial consideration and had significant involvement in and knowledge of the acquired business. The proposed terms of three years for Mr. Holliday and two years for Ms. Vasquez-Park are within the range of terms typically upheld by Delaware courts in comparable acquisition contexts and are supported by the substantial consideration each will receive.
V. Article 3 — Non-Solicitation of Employees and Contractors
3.1 Employee and Contractor Non-Solicitation
During the applicable Restricted Period (three years for Mr. Holliday; two years for Ms. Vasquez-Park), the Restricted Party shall not, directly or indirectly, whether on his or her own behalf or on behalf of any other person or entity:
(a) solicit, recruit, induce, encourage, or otherwise attempt to persuade any Protected Employee to leave, terminate, or otherwise cease his or her employment or engagement with MFW or any of its subsidiaries or affiliates, or to accept employment or engagement with any other person or entity;
(b) hire, engage, retain, or enter into any employment, consulting, independent contractor, or similar arrangement with any Protected Employee, or with any individual who was a Protected Employee at any time within the six (6) month period immediately preceding such hiring or engagement; or
(c) assist, facilitate, advise, or encourage any third party (including any employer, recruiter, staffing agency, or search firm) in doing any of the acts described in clauses (a) or (b) above.
The non-solicitation covenant is designed to protect MFW's investment in its workforce and to prevent the Restricted Parties from leveraging their relationships with MFW employees and contractors to recruit talent away from MFW in the critical post-closing period. This protection is essential given the competitive market for skilled technology talent and the key role that MFW's engineering and product development teams play in the Company's value proposition.
3.2 Scope and Limitations
The employee and contractor non-solicitation covenant applies to all of MFW's approximately 310 employees and approximately 25 independent contractors in product development, without regard to the employee's or contractor's job function, level of seniority, geographic location, or the nature of the Restricted Party's prior interaction with such individual.
Carve-Outs. The following activities shall not constitute a breach of the employee and contractor non-solicitation covenant:
(a) General Solicitations. General solicitations of employment that are not specifically directed at or targeted toward Protected Employees, including public job postings, advertisements in print or online media (including on general job boards such as Westmark Health IT, Indeed, or Penmark Technologies), or the engagement of recruiting firms or staffing agencies that conduct general recruitment activities, provided that (i) the Restricted Party does not direct or instruct any such recruiting firm or staffing agency to solicit or target Protected Employees, and (ii) the Restricted Party does not otherwise encourage, induce, or assist any Protected Employee in responding to any such general solicitation.
(b) Previously Terminated Employees. Any Protected Employee who was terminated by MFW or its affiliates without Cause (as defined in such employee's employment agreement or, if no such definition exists, as such term is commonly understood under Delaware law) more than six (6) months prior to the date on which the Restricted Party first solicits, contacts, or hires such individual.
Key Personnel of Particular Concern. While the non-solicitation covenant applies broadly to all Protected Employees, the following individuals are of particular concern given their seniority, institutional knowledge, and importance to MFW's post-closing operations:
• Marcus Trahan, Chief Financial Officer. Mr. Trahan holds 150,000 shares of common stock and 80,000 vested stock options in MFW. He has served as CFO since 2019 and possesses comprehensive knowledge of MFW's financial operations, accounting practices, customer economics, and vendor relationships.
• Other senior technical and management employees, including members of MFW's engineering leadership team, senior product managers, and heads of customer success and sales. A complete list of Protected Employees will be compiled as of the closing date and appended to the RCA as Schedule 2.
VI. Article 4 — Non-Solicitation of Customers
4.1 Customer Non-Solicitation
During the applicable Restricted Period (three years for Mr. Holliday; two years for Ms. Vasquez-Park), the Restricted Party shall not, directly or indirectly, whether on his or her own behalf or on behalf of any other person or entity:
(a) solicit, divert, take away, or attempt to solicit, divert, or take away, the business or patronage of any Customer or Prospective Customer for the purpose of providing, offering, or marketing products or services that are competitive with MFW's products or services, or that are of the type provided by a Competing Business;
(b) encourage, induce, or attempt to encourage or induce any Customer to terminate, reduce, limit, not renew, or otherwise adversely alter its contractual relationship, subscription, or business dealings with MFW or any of its subsidiaries or affiliates; or
(c) interfere with, disrupt, or attempt to interfere with or disrupt, the business relationships between MFW and any of its Customers or Prospective Customers, including by providing any Customer or Prospective Customer with disparaging, misleading, or inaccurate information regarding MFW, its products or services, or its financial condition or business prospects.
4.2 Specific Customer Considerations
The customer non-solicitation covenant is critical to the protection of MFW's customer relationships, which represent a core component of the goodwill and business value being acquired by the Buyer in the Transaction. The key metrics underscoring the value of MFW's customer base are as follows:
The net revenue retention rate of approximately 112% indicates that MFW's existing customers are expanding their usage and spending over time, reflecting strong product-market fit and high customer satisfaction. The gross revenue retention rate of approximately 94% demonstrates low churn and strong customer stickiness. These metrics confirm that MFW's customer relationships are valuable, expanding, and merit robust protection through the customer non-solicitation covenant.
TerraLink Logistics, Inc. Particular attention should be given to the protection of MFW's relationship with TerraLink Logistics, Inc. ("TerraLink"), which is MFW's largest customer at approximately $3,800,000 in ARR, representing approximately 6.1% of MFW's total ARR. MFW and TerraLink are parties to a strategic partnership agreement dated March 15, 2022, with a term extending through March 2027. The TerraLink agreement includes a change-of-control consent provision that will need to be addressed as part of the Transaction closing process. Mr. Holliday has been the primary executive-level contact for the TerraLink relationship and maintains a personal relationship with TerraLink's senior management. The customer non-solicitation covenant should provide robust protection against any attempt by Mr. Holliday to divert or interfere with the TerraLink relationship following closing.
VII. Article 5 — Confidentiality Obligations
5.1 Non-Disclosure Obligation
Each Restricted Party shall not, at any time during or after the Restricted Period, directly or indirectly, disclose, reveal, furnish, make accessible, publish, disseminate, or use for any purpose other than the performance of his or her duties as an employee, officer, director, or consultant of MFW or the Buyer (or any of their respective affiliates), any Confidential Information. This obligation shall survive the expiration of the Restricted Period and shall continue in perpetuity, or for the maximum period enforceable under applicable law.
The confidentiality obligation applies to all forms and methods of disclosure, whether intentional or negligent, and whether by oral communication, written communication, electronic transmission, physical delivery, or any other means. The Restricted Party shall take all reasonable steps to safeguard the confidentiality of Confidential Information and to prevent its unauthorized disclosure or use.
5.2 Specific Categories of Confidential Information
Without limiting the generality of the definition of "Confidential Information" set forth in Section 1.7, the following categories of information are of particular sensitivity and importance in the context of the Transaction and should be expressly identified in the RCA:
(a) Proprietary Software and Technology. MFW's proprietary software source code, software architecture, algorithms, data models, technical documentation, development tools, and quality assurance methodologies. This includes the entirety of MFW's fleet management SaaS platform, encompassing its fleet management, route optimization, ELD compliance, maintenance scheduling, and embedded payments modules. Ms. Vasquez-Park, as CTO, has had direct access to and involvement in all aspects of MFW's technology, and Mr. Holliday, as CEO, has had executive-level visibility into the technology platform.
(b) Customer Data. Customer lists, customer identities, customer contact information, subscription terms, pricing, renewal dates, usage data, and behavioral analytics derived from customer interactions with MFW's platform. This category also includes fleet GPS data, telematics data, and driver-behavior data that MFW collects and processes on behalf of its customers. The handling and protection of customer data implicates data privacy considerations under applicable state and federal law, including the Illinois Biometric Information Privacy Act ("BIPA"), the California Consumer Privacy Act ("CCPA"), and other state privacy and data protection laws.
(c) Financial Information. Revenue data, annual recurring revenue, EBITDA, gross margins, operating margins, customer-level economics (including customer acquisition cost, lifetime value, and unit economics), pricing models, discount schedules, and financial projections and forecasts.
(d) Product Roadmap and intellectual Property. MFW's product development roadmap, including planned features, product enhancements, and new product initiatives. This category also encompasses MFW's intellectual property portfolio, including patents, patent applications, trademarks, copyrights, and trade secrets. The confidentiality of this information is of heightened importance given the IP assignment gaps identified during due diligence with respect to three former contractors engaged during the 2015–2016 period who may lack executed IP assignment agreements.
(e) Business Strategy and Competitive intelligence. MFW's business strategies, market analyses, competitive intelligence, M&A pipeline, and related strategic planning materials.
5.3 Permitted Disclosures
Notwithstanding the non-disclosure obligations set forth above, the Restricted Party may disclose Confidential Information in the following limited circumstances:
(a) Required by Law. Disclosures that are required by applicable law, regulation, governmental rule or order, or legal process (including a subpoena, civil investigative demand, or court order), provided that: (i) the Restricted Party shall provide prompt written notice to the Buyer (to the extent legally permitted) of such requirement prior to making any such disclosure; (ii) the Restricted Party shall cooperate with the Buyer in seeking a protective order, confidential treatment, or other appropriate remedy to limit the scope of such disclosure; and (iii) the Restricted Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed.
(b) Advisors. Disclosures to the Restricted Party's legal counsel, tax advisors, and financial advisors who have a need to know such information in connection with providing advice to the Restricted Party, provided that such advisors are bound by obligations of confidentiality no less restrictive than those contained in this Agreement.
(c) Enforcement of Rights. Disclosures made in connection with the enforcement of the Restricted Party's rights under this Agreement, the SPA, or any related transaction document, in each case to the extent reasonably necessary for such enforcement.
5.4 Return of Materials
Upon the closing of the Transaction, and again upon any termination of the Restricted Party's employment with MFW or its affiliates following the closing (for any reason), the Restricted Party shall promptly return to MFW or the Buyer (or, at the Buyer's election, destroy and certify the destruction of) all documents, files, records, materials, data, devices, and other property in the Restricted Party's possession or control that contain or embody any Confidential Information, including all copies, summaries, extracts, and derivatives thereof, whether in physical or electronic form. The Restricted Party shall not retain any copies of such materials following the return or destruction thereof, except to the extent required by applicable law, in which case such retained materials shall remain subject to the confidentiality obligations of this Agreement.
VIII. Article 6 — Non-Disparagement
6.1 Mutual Non-Disparagement
The non-disparagement covenant is intended to be mutual and should protect both the Restricted Party and the Buyer/Company following the closing.
Restricted Party Obligation. Each Restricted Party shall not, at any time during or after the Restricted Period, directly or indirectly, make, publish, or cause to be made or published, any disparaging, defamatory, derogatory, or negative statements (whether written or oral, and whether in public or private) concerning MFW, the Buyer, Solara Digital Infrastructure LP, Solara Fund III, LP, Solara Fleet Holdings LLC, or any of their respective officers, directors, partners, members, managers, employees, agents, affiliates, or representatives. This obligation extends to statements made in any medium, including social media, press, industry publications, conferences, and private communications.
Buyer and Company Obligation. The Buyer and MFW shall not, and shall cause their respective officers, directors, partners, members, managers, and authorized representatives not to, make, publish, or cause to be made or published, any disparaging, defamatory, derogatory, or negative statements (whether written or oral) concerning the Restricted Party.
Carve-Outs. The non-disparagement covenant shall not restrict or prohibit:
(a) truthful statements made in connection with legal proceedings, arbitration, mediation, or other dispute resolution processes;
(b) truthful statements made in response to regulatory inquiries, governmental investigations, or in the course of compliance with any legal or regulatory requirement;
(c) truthful statements required by applicable law, regulation, or court order;
(d) internal communications within the Buyer's or MFW's organization made in the ordinary course of business for legitimate business purposes; or
(e) statements protected under Section 7 of the National Labor Relations Act or any other applicable whistleblower, anti-retaliation, or similar law.
IX. Article 7 — Intellectual Property Assignment and Cooperation
7.1 Confirmation of IP Assignment
Each Restricted Party shall represent, warrant, and confirm that all intellectual property, inventions, discoveries, innovations, improvements, works of authorship, software, source code, designs, algorithms, trade secrets, know-how, and other proprietary rights conceived, developed, created, reduced to practice, or contributed by the Restricted Party during his or her employment with or involvement in MFW (including during the period prior to the closing and including during the founding period of 2014–2016) are and shall remain the sole and exclusive property of MFW and its successors and assigns.
Each Restricted Party shall irrevocably assign, transfer, and convey to MFW all right, title, and interest in and to any such intellectual property that has not previously been assigned, including any moral rights, to the extent permitted by applicable law.
Each Restricted Party shall, at the Buyer's request and expense, promptly execute any additional assignments, declarations, instruments, applications, or other documents that may be necessary or desirable to evidence, perfect, register, or enforce MFW's ownership of such intellectual property, including any patent applications, copyright registrations, or trademark registrations.
Vasquez-Park — Enhanced Importance. This provision is of particular importance with respect to Ms. Vasquez-Park given her role as CTO and her direct involvement in the design, development, and architecture of MFW's fleet management SaaS platform from the Company's founding. Ms. Vasquez-Park has been the principal technical architect of the platform and has personally contributed to the development of significant portions of MFW's proprietary software, algorithms, and data methodologies. The IP assignment confirmation is essential to ensuring that MFW has clear and undisputed ownership of all technology developed under Ms. Vasquez-Park's leadership, including work performed during the 2014–2016 founding period before formal IP assignment policies may have been fully implemented.
7.2 Post-Closing Cooperation
Each Restricted Party shall provide reasonable cooperation to the Buyer and MFW in connection with any intellectual property matters arising following the closing, including:
(a) participation in efforts to obtain retroactive intellectual property assignment agreements from former contractors of MFW who may lack executed IP assignment agreements, specifically the three (3) former contractors identified during due diligence who were engaged during the 2015–2016 period;
(b) providing declarations, witness statements, or testimony in connection with any intellectual property prosecution, enforcement, defense, or litigation;
(c) assisting with the preparation and filing of patent applications, copyright registrations, or other intellectual property filings; and
(d) providing information and context regarding the development history, authorship, and chain of title of MFW's intellectual property.
Such cooperation shall be provided at reasonable times and upon reasonable notice, and the Buyer shall reimburse the Restricted Party for reasonable out-of-pocket expenses incurred in connection with such cooperation. If the Restricted Party is no longer employed by MFW at the time cooperation is requested, the Buyer shall compensate the Restricted Party at a reasonable hourly rate for time spent in excess of ten (10) hours in any twelve (12) month period.
X. Article 8 — Enforcement and Remedies
8.1 Injunctive Relief
Each Restricted Party shall acknowledge and agree that the restrictive covenants and other obligations contained in the RCA are reasonable and necessary for the protection of the Buyer's and MFW's legitimate business interests, including their goodwill, customer relationships, technology, trade secrets, employee relationships, and Confidential Information, and that a breach or threatened breach of any such provision would cause irreparable harm to the Buyer and MFW that could not be adequately compensated by an award of monetary damages alone.
Accordingly, the Buyer and MFW (as a third-party beneficiary) shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief, specific performance, and any other equitable remedies available under applicable law, in any court of competent jurisdiction, to restrain any breach or threatened breach of the restrictive covenants or other obligations under the RCA, without the necessity of:
(a) proving actual damages or the inadequacy of monetary damages;