1041-00004 · Solara Digital Infrastructure LP · Diligence/Corporate

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CALDERWOOD & HARKNESS LLP MEMORANDUM

TO: Andrew Fitzpatrick, Lead Associate, Calderwood & Harkness LLP

FROM: Naomi Petersen, Associate, Calderwood & Harkness LLP

DATE: February 27, 2026

RE: Corporate and Organizational Due Diligence — Meridian FleetWorks, Inc. (Project Trident)

Matter No.: 1041-00004

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT. This memorandum has been prepared at the direction of counsel and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for internal use by the Calderwood & Harkness LLP deal team working on Project Trident and should not be disclosed to any third party without the prior written approval of the undersigned or the supervising partner.

I. EXECUTIVE SUMMARY

This memorandum sets forth the findings of our review of the corporate and organizational documents of Meridian FleetWorks, Inc. ("MFW" or the "Company") produced in the Thackeray Solutions virtual data room established for Project Trident. The review was conducted in connection with the proposed acquisition of 100% of the issued and outstanding equity of MFW by Solara Fleet Holdings LLC, a to-be-formed wholly-owned subsidiary of Solara Fund III, LP ("Solara" or the "Buyer"), by means of a stock purchase transaction at an aggregate purchase price of $350,000,000 (the "Transaction").

Our review encompassed the Company's charter documents (including the original Certificate of Incorporation, all amendments thereto, and the Restated Certificate of Incorporation), bylaws, board and stockholder resolutions, qualifications to do business in multiple jurisdictions, capitalization records (including the stock ledger, stock purchase agreements, and option grant documentation), the Stockholders' Agreement among the Company and its equity holders, and transfer restrictions applicable to the Company's securities. The documents reviewed were sourced primarily from VDR folders 1.1 through 1.9, supplemented by records obtained directly from the Delaware Secretary of State and certificates of good standing (or requests therefor) from the Virginia State Corporation Commission, the Texas Secretary of State, and the Idaho Secretary of State.

Overall Assessment. The Company's corporate records are generally well-maintained and reflect a company that has been administered with reasonable attention to corporate formalities. We did not identify any material deficiencies that would, in our preliminary assessment, prevent the Transaction from proceeding on its current timeline. However, certain items require follow-up and resolution prior to the execution of the definitive Stock Purchase Agreement (the "SPA"), including the following:

(a) Stockholder approval mechanics. We must confirm the precise drag-along provisions and approval thresholds contained in the Stockholders' Agreement to ensure that the stock purchase can be effectuated for 100% of the issued and outstanding shares of Common Stock and Series A Preferred Stock. Although the three principal holders — Pinnacle Bluff Ventures LLC, Garrett Holliday, and Diana Vasquez-Park — collectively hold approximately 84.0% of the Company's fully diluted equity, we must verify that this percentage meets or exceeds the contractual threshold required to invoke drag-along rights and bind all remaining stockholders.

(b) Transfer restrictions under the Stockholders' Agreement. The Stockholders' Agreement contains a right of first refusal and potentially co-sale (tag-along) rights that will need to be waived or complied with in connection with the Transaction. The precise mechanics and waiver procedures require further analysis.

(c) Verification of equity issuances. While the capitalization records appear facially in order, we must verify that all prior issuances of Common Stock and Series A Preferred Stock were duly authorized by the Board of Directors and, where required, by the stockholders, and that each issuance was made in compliance with applicable federal and state securities laws, including reliance on applicable registration exemptions such as Regulation D or Section 4(a)(2) of the Securities Act of 1933.

Additional items requiring follow-up are described in detail in Section XI of this memorandum. The diligence completion deadline under the Letter of Intent dated January 22, 2026 is March 15, 2026. We anticipate supplementing this memorandum as additional materials are received from the Company and its counsel, Hawthorne Kinsey & Alcott LLP ("HKA").

II. FORMATION AND CHARTER DOCUMENTS

A. Certificate of Incorporation

Meridian FleetWorks, Inc. was incorporated in the State of Delaware on August 14, 2014. The original Certificate of Incorporation (the "Original Charter") was filed with the Delaware Secretary of State on that date under Delaware File Number 5582037. A copy of the Original Charter, bearing the Delaware Secretary of State's filing stamp, was reviewed in VDR folder 1.1 (Document 1.1.001). The Original Charter was filed by the incorporator, whose name appears as Jennifer Marsh, and establishes MFW as a stock corporation under the Delaware General Corporation Law (the "DGCL").

The Original Charter identifies Ashgrove Services Inc. as the Company's registered agent in Delaware, with a registered office address at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. We note that the registered agent designation should be confirmed as current; if it has been changed since the date of incorporation, the corresponding filing with the Delaware Secretary of State should be located in the VDR or obtained from HKA.

The Company's Federal Employer Identification Number (EIN), as reflected in IRS correspondence and various corporate documents reviewed in the VDR, is 47-3891205.

The Original Charter authorized the Company to issue a single class of Common Stock, par value $0.001 per share, with an initial authorized amount that was subsequently increased by amendment. The Original Charter contains standard provisions customary for Delaware corporations, including a broad statement of corporate purpose and perpetual duration.

B. Amendments to Certificate of Incorporation

We reviewed one formal amendment to the Original Charter, designated as Amendment No. 1, which was filed with the Delaware Secretary of State in connection with the Company's Series A Preferred Stock financing. The key terms of Amendment No. 1 are as follows:

Amendment No. 1 — Authorization of Series A Preferred Stock. Amendment No. 1 amended Article IV of the Certificate of Incorporation to increase the Company's total authorized capital stock and to create a new series of preferred stock designated as "Series A Preferred Stock." As amended, the authorized capital stock of the Company consists of:

• 10,000,000 shares of Common Stock, par value $0.001 per share; and

• 2,000,000 shares of Series A Preferred Stock, par value $0.001 per share.

The precise date of filing of Amendment No. 1 with the Delaware Secretary of State requires confirmation from the VDR records. Based on our review of the transaction timeline and related board and stockholder resolutions, we believe Amendment No. 1 was filed in connection with the investment by Pinnacle Bluff Ventures LLC (along with co-investors) in the Company's Series A Preferred Stock financing round, which appears to have occurred in approximately 2017 or 2018. We have requested that HKA confirm the exact filing date and provide a certified copy bearing the Delaware Secretary of State's filing stamp.

The current authorized capitalization, as set forth in the Restated Certificate of Incorporation (discussed below), is consistent with the amendments described above:

No other classes or series of stock are authorized under the Certificate of Incorporation, and we did not identify any certificate of designations or other filing that would create additional classes or series of equity securities.

The Certificate of Incorporation, as amended and restated, contains certain standard Delaware corporate provisions that are relevant to the Transaction and to the Company's ongoing governance:

(i) Board Authority to Adopt Bylaws. The Certificate of Incorporation grants the Board of Directors the authority to adopt, amend, or repeal the Company's bylaws, subject to any limitations set forth in the bylaws or by statute.

(ii) Limitation of Director Liability. The Certificate of Incorporation includes a provision pursuant to Section 102(b)(7) of the DGCL eliminating the personal liability of directors for monetary damages for breach of fiduciary duty as a director, except to the extent that such elimination or limitation of liability is not permitted under the DGCL (e.g., liability for breach of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, unlawful payment of dividends, or any transaction from which the director derived an improper personal benefit).

(iii) Indemnification. The Certificate of Incorporation contains indemnification provisions for directors and officers of the Company to the fullest extent permitted by the DGCL, including the right to advancement of expenses. These provisions are supplemented by corresponding provisions in the Company's bylaws (discussed in Section III below).

C. Restated Certificate of Incorporation

We reviewed a document in the VDR (folder 1.1, Document 1.1.004) identified as the "Restated Certificate of Incorporation of Meridian FleetWorks, Inc." This Restated Certificate consolidates the Original Charter and Amendment No. 1 into a single, unified charter document. We note the following with respect to this document:

(i) We must confirm that the Restated Certificate was duly filed with the Delaware Secretary of State and bears the Secretary of State's filing stamp and acceptance date. The version in the VDR does not appear to include a filing stamp, and we have requested a certified copy from HKA.

(ii) We must confirm that the Restated Certificate is consistent in all material respects with the Original Charter, as modified by Amendment No. 1. Our preliminary comparison did not reveal any substantive discrepancies, but a side-by-side review against the filed versions of the Original Charter and Amendment No. 1 (as obtained from the Delaware Secretary of State's records) should be completed.

(iii) The Restated Certificate should be identified as the definitive charter document for purposes of the representations and warranties in the SPA. The Buyer's counsel will likely require delivery of a certified copy at or prior to closing.

III. BYLAWS

We reviewed the Company's current bylaws, as most recently amended, which were produced in VDR folder 1.2 (Document 1.2.001, titled "Amended and Restated Bylaws of Meridian FleetWorks, Inc."). The bylaws appear to have been last amended in connection with the Series A Preferred Stock financing, although the precise date of the most recent amendment requires confirmation. The bylaws are generally consistent with standard bylaws for a closely held Delaware corporation. The key provisions are summarized below.

Board of Directors. The bylaws provide that the authorized number of directors shall be fixed from time to time by resolution of the Board of Directors, subject to any requirements set forth in the Certificate of Incorporation or any stockholders' agreement. Based on our review of the most recent board minutes and the Stockholders' Agreement, we believe the current Board of Directors consists of the following members:

(a) Garrett Holliday, Co-Founder and Chief Executive Officer;

(b) Diana Vasquez-Park, Co-Founder and Chief Technology Officer;

(c) Douglas Irwin, serving as the designee of Pinnacle Bluff Ventures LLC pursuant to the board composition provisions of the Stockholders' Agreement; and

(d) Potentially one or more additional independent directors, the identity and status of whom require confirmation from HKA.

We have requested that HKA provide a complete list of all current directors, their dates of election or appointment, and any committee assignments.

Quorum Requirements. The bylaws establish that a majority of the total number of authorized directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. For stockholder meetings, the bylaws provide that the holders of a majority of the shares of capital stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum.

Notice Provisions and Written Consent. The bylaws contain standard provisions governing the calling of and notice requirements for meetings of both the Board of Directors and the stockholders. Notably, the bylaws permit the stockholders to act by written consent in lieu of a meeting, provided that such consent is signed by the holders of the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. This provision is consistent with DGCL Section 228 and is relevant to the Transaction, as it may allow the stockholders to approve the Transaction (to the extent stockholder action is required) by written consent rather than at a formal meeting, which would simplify and expedite the approval process.

Officer Positions and Authority. The bylaws authorize the Board of Directors to appoint officers, including a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board may deem appropriate. The bylaws grant customary authority to each officer position. Based on our review, the Company's current officers include Garrett Holliday (Chief Executive Officer), Diana Vasquez-Park (Chief Technology Officer), and Marcus Trahan (Chief Financial Officer). Additional officers may exist; we have requested a complete officer roster from HKA.

Indemnification Provisions. The bylaws contain indemnification provisions for directors and officers that are consistent with and supplement the indemnification provisions in the Certificate of Incorporation. The bylaws provide for mandatory indemnification of directors and officers to the fullest extent permitted by the DGCL, including indemnification against expenses, judgments, fines, and amounts paid in settlement, and provide for the advancement of expenses upon receipt of an undertaking to repay if it is ultimately determined that the individual is not entitled to indemnification. These provisions should be cross-referenced with the director and officer indemnification agreements, if any, that the Company may have entered into with individual directors and officers (we have requested copies from HKA).

Amendment Procedures. The bylaws may be amended by the Board of Directors or by the affirmative vote of the holders of a majority of the outstanding shares of capital stock entitled to vote, in each case subject to any limitations in the Certificate of Incorporation.

No Material Irregularities. Based on our review, we did not identify any material irregularities, omissions, or deficiencies in the bylaws. The bylaws appear to be in compliance with the DGCL and are consistent with customary practice for a closely held Delaware corporation of MFW's size and nature.

IV. BOARD AND STOCKHOLDER RESOLUTIONS

A. Board Resolutions

We reviewed the minutes of meetings and written consents of the Board of Directors of MFW produced in VDR folder 1.3, covering the period from the Company's formation in August 2014 through the most recent records available in the VDR, which appear to be dated in the fourth quarter of 2025. The resolutions reflect a reasonably complete corporate record, though we note certain potential gaps that are discussed below.

The key board actions documented in the resolutions include the following:

1. Adoption of the 2016 Stock Incentive Plan. The Board of Directors adopted the 2016 Stock Incentive Plan (the "Plan") by unanimous written consent. The Plan authorizes the issuance of up to 1,300,000 shares of Common Stock in the form of stock options, restricted stock awards, and other equity-based awards. As of the date of the most recent records in the VDR, 650,000 options are currently outstanding under the Plan. The Plan was subsequently approved by the Company's stockholders by written consent. A detailed discussion of the Plan appears in Section VI.C below.

2. Authorization of Series A Preferred Stock Issuance. The Board of Directors authorized the issuance of shares of Series A Preferred Stock to Pinnacle Bluff Ventures LLC and other investors in connection with the Company's Series A financing round. The board resolutions approving the Series A financing include authorization of the amendment to the Certificate of Incorporation creating the Series A Preferred Stock, approval of the related transaction documents (including the stock purchase agreement and the Stockholders' Agreement), and direction to the officers to take all actions necessary to consummate the financing. The specific date of the board consent authorizing the Series A financing is to be confirmed from the VDR records.

3. Approval of Material Contracts. The Board of Directors approved the following material contracts:

• The strategic partnership agreement with TerraLink Logistics, Inc. dated March 15, 2022 (VDR folder 1.3, Document 1.3.014). This agreement, which governs the integration of MFW's fleet management platform with TerraLink's logistics network, was approved by a unanimous vote of the Board of Directors at a regularly scheduled meeting. The minutes reflect a discussion of the commercial terms and the strategic significance of the partnership.

• The cloud hosting agreement with Brindoval Data Solutions LLC dated September 1, 2023 (VDR folder 1.3, Document 1.3.019). This agreement governs the hosting of MFW's SaaS platform on Brindoval's cloud infrastructure and was approved by written consent of the Board of Directors. The minutes note that the agreement was reviewed by counsel and that the annual commitment under the agreement was within the CEO's general contracting authority, but that the Board elected to approve it given the multi-year commitment and the strategic importance of the hosting relationship.

4. Approval of Executive Employment Agreements. The Board of Directors approved the employment agreements for Garrett Holliday (Chief Executive Officer) and Diana Vasquez-Park (Chief Technology Officer), each effective as of January 1, 2023 (VDR folder 1.3, Documents 1.3.016 and 1.3.017). The minutes reflect that the independent director(s) on the Board led the discussion of the compensation terms and that the interested directors recused themselves from the vote with respect to their own employment agreements. The substance of these employment agreements is being reviewed as part of the employment and compensation diligence workstream.

5. Approval of the Sentinel Commerce Bank Credit Facility. The Board of Directors approved MFW's entry into a revolving credit facility with Sentinel Commerce Bank, N.A. The date and principal terms of the credit facility resolution are to be confirmed; the credit facility itself is being reviewed as part of the debt and financing diligence workstream. The board resolution authorized the CEO and CFO to execute the credit agreement and all related documents and to pledge Company assets as collateral as required by the lender.

6. Annual Officer Elections and Routine Corporate Matters. The Board resolutions include annual elections of officers, ratification of prior actions, and other routine corporate matters. The annual election records appear to be generally complete, though we note below certain periods for which records may be missing.

Gaps in Board Records. We note that the VDR does not appear to contain board minutes or written consents for the period from approximately July 2019 through February 2020, a gap of approximately eight months. We have requested that HKA locate and produce any missing board records for this period. In addition, the minutes for certain meetings in 2021 appear to be in draft form and are unsigned. We have requested that HKA confirm whether final, executed versions of those minutes exist and, if so, produce them.

B. Stockholder Resolutions

We reviewed available stockholder consents and meeting minutes produced in VDR folder 1.4. The Company does not appear to have held formal annual meetings of stockholders; rather, stockholder actions have been taken by written consent in accordance with DGCL Section 228 and the consent provisions of the Company's bylaws. This practice is common for closely held corporations and is not, in itself, problematic, provided that the requisite stockholder approvals were properly obtained by written consent.

The key stockholder actions documented in the available records include:

(a) Approval of the Amendment to the Certificate of Incorporation Authorizing Series A Preferred Stock. The stockholders approved the amendment to the Certificate of Incorporation creating the Series A Preferred Stock by written consent. The consent was signed by holders of a majority of the then-outstanding shares of Common Stock, as required by DGCL Section 242(b)(1).

(b) Approval of Equity Issuances. The stockholder records include consents approving the issuance of Series A Preferred Stock and the adoption of the 2016 Stock Incentive Plan (to the extent stockholder approval was required). We should confirm that all equity issuances that required stockholder approval under the DGCL, the Certificate of Incorporation, or the Stockholders' Agreement were duly approved.

Identified Need — Approval of the Proposed Stock Purchase. The proposed Transaction contemplates the acquisition by the Buyer of 100% of the issued and outstanding shares of Common Stock and Series A Preferred Stock of MFW for an aggregate purchase price of $350,000,000. As discussed in greater detail in Section IX below, the Transaction structure (a stock purchase, rather than a merger) does not itself require a stockholder vote under the DGCL. However, the Stockholders' Agreement is expected to contain provisions — including drag-along rights and potentially change-of-control consent requirements — that will govern the stockholder approval process. We must complete our analysis of the Stockholders' Agreement to determine the precise approval mechanics and thresholds applicable to the Transaction.

V. GOOD STANDING AND QUALIFICATIONS TO DO BUSINESS

A. State of Incorporation — Delaware

MFW is incorporated in the State of Delaware under Delaware File Number 5582037. We have requested a current certificate of good standing from the Delaware Secretary of State, dated as close as practicable to the target execution date of the SPA (currently anticipated to be on or about March 31, 2026). As of the date of this memorandum, the good standing certificate had been ordered but not yet received. Based on our review of the Company's records and our online search of the Delaware Division of Corporations website, we have no reason to believe the Company is not in good standing in Delaware, but we must confirm this through the official certificate.

We note that the Company's Delaware franchise tax status should also be confirmed as current. Under Delaware law, a corporation's good standing depends in part on the timely payment of annual franchise taxes. We have requested that HKA confirm that MFW's Delaware franchise taxes have been paid through the current tax year and that there are no outstanding tax liabilities or penalties owed to the State of Delaware.

B. Virginia (Headquarters — McLean)

MFW is qualified to do business as a foreign corporation in the Commonwealth of Virginia, where the Company maintains its principal headquarters at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102. The Company's Virginia registration records were reviewed in VDR folder 1.5. Approximately 310 employees are employed by MFW companywide, with a substantial portion of those employees located at the McLean headquarters. The Company's primary business operations — including its executive offices, sales and marketing functions, and a significant portion of its engineering and product development teams — are conducted from the McLean office.

We have requested a current certificate of good standing from the Virginia State Corporation Commission. As with the Delaware certificate, this certificate had been ordered but not yet received as of the date of this memorandum. We should confirm that MFW is current on all Virginia annual registration fees, corporate income tax filings, and other compliance obligations.

C. Texas (Austin Office)

MFW is qualified to do business as a foreign corporation in the State of Texas, where the Company maintains an office at 301 Congress Avenue, Suite 1400, Austin, Texas 78701. The Austin office serves as a secondary technology and product development hub for the Company. Diana Vasquez-Park, the Company's Co-Founder and Chief Technology Officer, is based in Austin and oversees the Company's technology operations from that location.

We have requested a current certificate of good standing from the Texas Secretary of State. We should also confirm that MFW is current on all Texas franchise tax filings and payments, as the Texas Comptroller of Public Accounts administers the franchise tax separately from the Secretary of State's foreign qualification process.

D. Idaho (Boise Office)

MFW is qualified to do business as a foreign corporation in the State of Idaho, where the Company maintains a satellite office at 950 West Bannock Street, Suite 210, Boise, Idaho 83702. Based on our review of the VDR records, the Boise office appears to house a smaller team focused on customer support and field operations in the Pacific Northwest region. We have requested a current certificate of good standing from the Idaho Secretary of State.

E. Other Jurisdictions

Based on our review of the Company's operational footprint — including its customer base of approximately 4,200 active accounts spread across multiple states, its employee locations, and its revenue distribution — MFW may have nexus sufficient to require qualification as a foreign corporation in additional states beyond Delaware, Virginia, Texas, and Idaho. The determination of whether a corporation is "doing business" in a particular state for purposes of foreign qualification requirements depends on the specific statutes and case law of each jurisdiction, and the analysis is fact-intensive.

We note that the sales tax nexus analysis being conducted by Whitmore Sandoval Group LLC, the tax diligence advisor retained by Solara, has identified potential sales tax nexus exposure in an estimated six to eight states where MFW may have sufficient economic or physical presence to trigger sales tax collection obligations. The estimated exposure has been calculated at approximately $800,000 to $1,400,000. To the extent that MFW has sufficient presence in those states to trigger sales tax obligations, it is possible (though not certain, as the nexus standards differ) that the Company may also be required to qualify as a foreign corporation in some or all of those jurisdictions.

Failure to qualify as a foreign corporation in a state where qualification is required can result in penalties and, in some jurisdictions, may impair the Company's ability to maintain or initiate lawsuits in that state's courts. While these consequences are generally curable (by filing the qualification retroactively and paying any penalties), they represent a compliance risk that should be identified and addressed.

We recommend requesting from HKA a complete list of all jurisdictions where MFW is currently qualified as a foreign corporation, all jurisdictions where the Company has applied for qualification, and any jurisdictions where a qualification analysis has been performed (whether or not qualification was ultimately pursued). This information should be cross-referenced with the Whitmore Sandoval findings and with the Company's employee headcount by state, customer locations, and revenue attribution data.

VI. CAPITALIZATION

A. Authorized Capital

As set forth in the Restated Certificate of Incorporation, the total authorized capital stock of MFW consists of the following:

(i) Common Stock: 10,000,000 shares of Common Stock, par value $0.001 per share; and

(ii) Series A Preferred Stock: 2,000,000 shares of Series A Preferred Stock, par value $0.001 per share.

The total authorized capital is therefore 12,000,000 shares. No other classes or series of capital stock are authorized. The Certificate of Incorporation does not contain a "blank check" preferred stock provision granting the Board of Directors authority to create additional series of preferred stock without stockholder approval; accordingly, any future creation of new classes or series of stock would require an amendment to the Certificate of Incorporation approved by the Board and the stockholders.

B. Issued and Outstanding Shares

Based on our review of the stock ledger, stock certificates (or book-entry records), stock purchase agreements, option grant documents, and related records produced in VDR folders 1.6 and 1.7, the capitalization of MFW on a fully diluted basis is as set forth in the following table:

Key observations regarding the capitalization:

Common Stock. There are 7,850,000 shares of Common Stock issued and outstanding, out of 10,000,000 shares authorized. The principal holders of Common Stock are Garrett Holliday (2,800,000 shares, or 35.7% of outstanding Common Stock), Pinnacle Bluff Ventures LLC (2,500,000 shares, or 31.8% of outstanding Common Stock), and Diana Vasquez-Park (1,600,000 shares, or 20.4% of outstanding Common Stock). The remaining Common Stock is held by Marcus Trahan (150,000 shares) and other individual holders (800,000 shares in the aggregate, believed to consist of approximately 12 to 17 individual stockholders based on the stock ledger entries).

Series A Preferred Stock. There are 1,500,000 shares of Series A Preferred Stock issued and outstanding, out of 2,000,000 shares authorized. The holders of Series A Preferred Stock are Pinnacle Bluff Ventures LLC (900,000 shares, or 60.0% of outstanding Series A Preferred Stock), Garrett Holliday (400,000 shares, or 26.7% of outstanding Series A Preferred Stock), and Diana Vasquez-Park (200,000 shares, or 13.3% of outstanding Series A Preferred Stock).

Outstanding Options. Under the 2016 Stock Incentive Plan, there are 650,000 options outstanding, of which 480,000 are currently vested and 170,000 are unvested. These options are held by Marcus Trahan (80,000 vested options) and various other employees (570,000 options, with varying vesting schedules).

Fully Diluted Share Count. The fully diluted share count, assuming exercise of all outstanding options, is 10,000,000 shares.

Per-Share Implied Value. At the proposed aggregate purchase price of $350,000,000 and a fully diluted share count of 10,000,000 shares, the implied per-share value is $35.00 per share. This per-share value will be relevant for purposes of determining the consideration payable to each stockholder and option holder at closing.

Option Economics. The 650,000 outstanding options under the 2016 Stock Incentive Plan have a weighted-average exercise price of $8.50 per share. At the implied per-share consideration of $35.00, the net value to option holders after exercise would be $26.50 per share ($35.00 less $8.50), for aggregate net proceeds to option holders of approximately $17,225,000. The aggregate exercise price payable by option holders upon exercise would be $5,525,000 ($8.50 × 650,000 shares). As discussed below, it is anticipated that the options will be cancelled at closing in exchange for the right to receive the per-share consideration less the applicable exercise price, rather than requiring actual exercise.

C. 2016 Stock Incentive Plan

The 2016 Stock Incentive Plan was adopted in 2016 by the Board of Directors and subsequently approved by the stockholders of the Company by written consent. The Plan authorizes the issuance of up to 1,300,000 shares of Common Stock in the form of stock options (both incentive stock options and nonqualified stock options), restricted stock awards, restricted stock units, and other equity-based awards. A copy of the Plan was reviewed in VDR folder 1.7 (Document 1.7.001).

As of the date of the most recent records available in the VDR, the status of the Plan's share pool is as follows:

• Shares authorized under the Plan: 1,300,000

• Options currently outstanding: 650,000

• Shares previously issued upon exercise of options or as restricted stock grants, shares forfeited, or shares remaining available for future grants: 650,000 (aggregate of all other categories; the breakdown among these categories requires confirmation from HKA)

The weighted-average exercise price of the 650,000 outstanding options is $8.50 per share. Of the outstanding options, 480,000 are vested (i.e., exercisable) and 170,000 are unvested and subject to continued vesting. The vesting schedules for individual option grants typically provide for four-year vesting with a one-year cliff, based on our review of representative option agreements in the VDR, though we have not yet reviewed all individual award agreements.

Change-of-Control Provisions. A critical item for the Transaction is the treatment of outstanding options upon a change of control. The Plan and the individual option agreements should be reviewed to determine whether the options are subject to single-trigger acceleration (i.e., automatic acceleration upon a change of control, regardless of whether the option holder's employment is terminated) or double-trigger acceleration (i.e., acceleration only if the option holder's employment is terminated in connection with or following a change of control). The distinction has significant economic and structuring implications:

• If single-trigger acceleration applies, all 170,000 unvested options would vest immediately upon closing of the Transaction, increasing the number of vested options from 480,000 to 650,000. This would not affect the fully diluted share count (which already includes all outstanding options) but would accelerate the Company's obligation to the option holders and may have accounting and tax implications.

• If double-trigger acceleration applies, the 170,000 unvested options would remain unvested at closing (unless the individual option holder's employment is terminated), and the treatment of those unvested options at closing would need to be addressed in the SPA — either through assumption, substitution, or cancellation with appropriate consideration for the unvested portion.

We have requested from HKA the form of stock option agreement under the Plan and representative individual award agreements for review. Once we have confirmed the change-of-control provisions, we will report our findings to the deal team.

Treatment at Closing. It is anticipated that, pursuant to the terms of the SPA, all outstanding options under the Plan (whether vested or unvested) will be cancelled at the effective time of the closing in exchange for the right to receive a cash payment equal to the per-share consideration ($35.00) less the applicable per-share exercise price, multiplied by the number of shares subject to the option. For unvested options, the payment may be subject to the same vesting conditions that applied to the option prior to closing (if double-trigger acceleration does not apply) or may be paid in full at closing (if single-trigger acceleration applies or if the Buyer agrees to accelerate vesting as part of the transaction terms). The precise mechanics will be set forth in the SPA and any related option cancellation agreements.

D. Series A Preferred Stock Terms

The terms of the Series A Preferred Stock are set forth in the Restated Certificate of Incorporation and, to the extent supplemented, in any certificate of designations or separate instrument filed with the Delaware Secretary of State. We have reviewed the Series A Preferred Stock provisions in the VDR but note that the documents produced may not constitute the complete and final terms. We have requested that HKA confirm that all documents governing the rights of the Series A Preferred Stock have been produced. The key terms requiring analysis in connection with the Transaction are as follows:

Liquidation Preference. We are reviewing the VDR documents to determine the liquidation preference per share applicable to the Series A Preferred Stock. The liquidation preference will typically provide that, upon a liquidation, dissolution, or winding up of the Company (or a deemed liquidation event, which may include a sale of the Company), the holders of Series A Preferred Stock are entitled to receive, prior to any distribution to holders of Common Stock, an amount equal to the original issue price per share (plus any declared but unpaid dividends), after which the remaining proceeds would be distributed to holders of Common Stock (if the Series A Preferred is non-participating) or to holders of Common Stock and Series A Preferred Stock on a pro rata basis (if the Series A Preferred is participating). The characterization of the Series A Preferred Stock as participating or non-participating has significant economic implications for the allocation of the $350,000,000 purchase price among the stockholders. We will report our findings once the complete terms are confirmed.

Conversion Rights. We expect that the Series A Preferred Stock is convertible into Common Stock at the option of the holder, at an initial conversion ratio of 1:1 (i.e., each share of Series A Preferred Stock converts into one share of Common Stock), subject to adjustment for stock splits, stock dividends, and anti-dilution adjustments. This expectation is based on the capitalization analysis set forth above, which yields a fully diluted share count consistent with a 1:1 conversion ratio. We must confirm the conversion terms from the definitive charter documents.

Voting Rights. We must confirm whether the Series A Preferred Stock votes on an as-converted basis with the Common Stock (i.e., each share of Series A Preferred Stock has one vote, voting together with the Common Stock as a single class) or whether the Series A Preferred Stock has separate class voting rights on certain matters. This distinction is critical for the Transaction, as separate class voting rights could give the Series A holders (and, in particular, Pinnacle Bluff Ventures LLC as the holder of 60% of the outstanding Series A Preferred Stock) a veto right over the Transaction.

Anti-Dilution Protections. We are reviewing the Series A Preferred Stock terms for anti-dilution provisions. These provisions typically protect the Series A holders against dilution from future issuances of equity at a price per share below the original issue price of the Series A Preferred Stock. The two most common formulations are broad-based weighted-average anti-dilution (more favorable to the Company) and full-ratchet anti-dilution (more favorable to the preferred holders). While anti-dilution protections are less directly relevant in the context of a 100% stock purchase (where all shares are being acquired), we should confirm that no anti-dilution adjustments have been triggered by prior issuances (such as option grants at exercise prices below the Series A original issue price) that would affect the conversion ratio or the number of shares issuable upon conversion.

Redemption Rights. We must confirm whether the Series A Preferred Stock carries any mandatory or optional redemption rights. Mandatory redemption rights (e.g., requiring the Company to redeem the Series A Preferred Stock on a specified date or upon the occurrence of specified events) could create an obligation that must be satisfied or waived in connection with the Transaction. Optional redemption rights (e.g., permitting the holders to require the Company to redeem their shares) could similarly be triggered.

Protective Provisions. We must identify any protective provisions (also referred to as "veto rights" or "consent rights") that grant the holders of Series A Preferred Stock, voting as a separate class, the right to approve or veto certain corporate actions. Standard protective provisions for Series A Preferred Stock in venture-backed companies typically require Series A holder consent for, among other things: (i) the sale, merger, or consolidation of the Company; (ii) the amendment of the Certificate of Incorporation or bylaws in a manner adverse to the Series A Preferred Stock; (iii) the creation of any new class or series of stock having rights senior to or on parity with the Series A Preferred Stock; (iv) the incurrence of indebtedness above a specified threshold; and (v) the declaration or payment of dividends. If such protective provisions exist, the consent of the requisite percentage of Series A holders — which would likely require the consent or joinder of Pinnacle Bluff Ventures LLC, given that Pinnacle Bluff holds 900,000 of 1,500,000 outstanding shares of Series A Preferred Stock (60% of the class) — will be required for the Transaction.

Implications for the Stock Purchase. We must confirm that the per-share consideration of $35.00 per share (on an as-converted, fully diluted basis) satisfies any applicable liquidation preference payable to the holders of Series A Preferred Stock and that no additional payments, adjustments, or price protections are triggered by the Transaction. If the Series A Preferred Stock is non-participating, the holders will receive the greater of (x) their liquidation preference and (y) the amount they would receive if they converted their Series A Preferred Stock into Common Stock and participated in the distribution as common stockholders. If the Series A Preferred Stock is participating, the holders may receive their liquidation preference plus their pro rata share of the remaining proceeds. In either case, the allocation of the $350,000,000 aggregate purchase price among the stockholders must account for the Series A Preferred Stock terms, and the payment waterfall should be set forth in a schedule to the SPA.

E. Verification of Prior Issuances

As part of our diligence, we are undertaking a review of all prior issuances of equity securities by the Company to confirm that each issuance was:

(i) Duly authorized by the Board of Directors and, where required by the DGCL, the Certificate of Incorporation, the bylaws, or the Stockholders' Agreement, by the stockholders;

(ii) Validly issued, fully paid, and nonassessable in accordance with the DGCL and the Certificate of Incorporation; and

(iii) Issued in compliance with applicable federal and state securities laws, including reliance on applicable registration exemptions such as Regulation D under the Securities Act of 1933 (Rules 504, 505, or 506), Section 4(a)(2) of the Securities Act (the private placement exemption), and applicable state "blue sky" law exemptions.

We have reviewed the stock ledger and transfer records produced in VDR folder 1.6. The stock ledger reflects the issuances summarized in the capitalization table above, as well as certain historical transfers among stockholders. We are in the process of confirming that each issuance is supported by appropriate board and stockholder authorization, a stock purchase agreement or subscription agreement, and documentation of the applicable securities law exemption (such as investor questionnaires, accredited investor certifications, and Regulation D Form D filings).

We have also reviewed the stock ledger for evidence of any outstanding preemptive rights, rights of first refusal, or anti-dilution adjustments that could be triggered by the Transaction. The Stockholders' Agreement (discussed in Section VII below) contains a right of first refusal and, potentially, preemptive rights or participation rights that must be analyzed in the context of the Transaction.

We have requested copies of all stock purchase agreements, subscription agreements, investor questionnaires, and related documentation from HKA. This is an outstanding diligence item.

VII. STOCKHOLDERS' AGREEMENT

A. Overview. The Company is party to a Stockholders' Agreement (which may also be titled an "Investors' Rights Agreement" or a combined "Stockholders' and Investors' Rights Agreement") among MFW, Pinnacle Bluff Ventures LLC, Garrett Holliday, Diana Vasquez-Park, and potentially other stockholders. We reviewed a copy of this agreement in VDR folder 1.8 (Document 1.8.001). The Stockholders' Agreement appears to have been entered into in connection with the Series A Preferred Stock financing and governs the rights and obligations of the parties with respect to the transfer of shares, board composition, information rights, and certain approval and consent requirements.

We have requested that HKA confirm that the version of the Stockholders' Agreement produced in the VDR is the most current version and that all amendments, waivers, consents, and side letters (if any) have been produced. The date of the Stockholders' Agreement and any amendments thereto require confirmation.

B. Key Provisions

Our review of the Stockholders' Agreement identified the following key provisions relevant to the Transaction:

Transfer Restrictions and Right of First Refusal. The Stockholders' Agreement contains restrictions on the transfer of shares by the stockholders. Before any stockholder may transfer shares to a third party, the transferring stockholder must first offer the shares to the Company and/or to the other stockholders on a right of first refusal (ROFR) basis, at the same price and on the same terms as the proposed third-party transfer. The ROFR provisions specify the notice requirements, exercise periods, and allocation mechanics among the holders. We must determine whether the ROFR applies to the Transaction (i.e., whether the sale of shares by all stockholders to the Buyer triggers the ROFR) or whether the drag-along provisions (discussed below) supersede the ROFR in the context of a sale of the Company. The agreement may also contain co-sale or tag-along rights, which would permit minority stockholders to participate in a sale initiated by a majority stockholder on the same terms and conditions.

Drag-Along Rights. The Stockholders' Agreement is expected to contain drag-along provisions. Drag-along rights typically permit the holders of a specified percentage of the Company's outstanding shares (e.g., a majority of the Common Stock and Preferred Stock voting together on an as-converted basis, or separate class approvals) to compel all remaining stockholders to sell their shares in connection with an approved sale of the Company, on the same terms and conditions. The drag-along provisions are critical for the Transaction, as they provide the contractual mechanism to ensure that 100% of the Company's outstanding shares can be delivered to the Buyer at closing, even if one or more minority stockholders do not voluntarily agree to sell.

We must confirm the following with respect to the drag-along provisions:

(a) The threshold percentage of stockholder approval required to invoke the drag-along (e.g., majority, two-thirds, or other supermajority of each class or combined);

(b) Whether the drag-along requires separate class approvals (i.e., approval by a specified percentage of Common Stock holders and a specified percentage of Series A Preferred Stock holders, each voting as a separate class) or whether a combined vote on an as-converted basis is sufficient;

(c) The procedural requirements for invoking the drag-along, including notice provisions, timing, and any required documentation; and

(d) Any conditions or limitations on the exercise of drag-along rights, such as minimum price thresholds, time limitations, or requirements regarding the form of consideration.

Protective Provisions and Consent Rights. The Stockholders' Agreement may contain provisions requiring the consent of Pinnacle Bluff Ventures LLC (or of the holders of a specified percentage of the Series A Preferred Stock) for certain specified actions, including a sale or change of control of the Company. These consent rights are in addition to (and may overlap with) any protective provisions contained in the Certificate of Incorporation. We must identify all consent requirements applicable to the Transaction and confirm that the necessary consents will be obtained.

Registration Rights. The Stockholders' Agreement contains registration rights provisions in favor of Pinnacle Bluff Ventures LLC, including demand registration rights and piggyback registration rights. These provisions are less directly relevant in the context of a private stock purchase (where no public offering of securities is contemplated), but they should be noted for completeness and in case the Transaction structure is modified.

Board Composition Rights. The Stockholders' Agreement grants certain parties the right to designate members of the Board of Directors. Based on our review, Pinnacle Bluff Ventures LLC has the right to designate one director (currently Douglas Irwin), and the founders (Holliday and Vasquez-Park) have the right to designate one or more directors. We must confirm the current board composition and verify that it is consistent with the contractual requirements of the Stockholders' Agreement.

Information Rights and Inspection Rights. The Stockholders' Agreement grants Pinnacle Bluff Ventures LLC (and potentially other investors holding above a specified threshold) the right to receive periodic financial information from the Company, including annual audited financial statements, quarterly unaudited financial statements, monthly management reports, and annual budgets and operating plans. These information rights are standard for significant investors in closely held companies.

Preemptive Rights and Participation Rights. The Stockholders' Agreement may grant the stockholders (or a subset of stockholders, such as holders of Series A Preferred Stock or holders above a specified equity threshold) preemptive rights or participation rights entitling them to participate on a pro rata basis in future issuances of equity securities by the Company. While these provisions are not directly implicated by the Transaction (which is a secondary sale of existing shares, not a new issuance), we must confirm that no outstanding participation rights have been violated by prior issuances and that the existence of such rights does not create any complications for the Transaction.

C. Implications for the Transaction

The Stockholders' Agreement has several important implications for the Transaction:

Transfer Restrictions and ROFR. The transfer restrictions and ROFR provisions will need to be waived or complied with in connection with the Transaction. If the drag-along provisions supersede the ROFR in the context of an approved sale of the Company (as is typical), a separate ROFR waiver may not be required. However, if the agreement is ambiguous on this point, a formal waiver of the ROFR by the Company and the other holders should be obtained prior to or concurrently with the execution of the SPA.

Drag-Along as the Primary Approval Mechanism. The drag-along rights are expected to serve as the primary mechanism for ensuring that 100% of the Company's shares can be delivered to the Buyer at closing. If the requisite approval threshold is met, the drag-along provisions will contractually obligate all remaining stockholders to sell their shares on the terms approved by the requisite holders.

Approval Thresholds. The three principal holders — Pinnacle Bluff Ventures LLC (approximately 34.0% fully diluted), Garrett Holliday (approximately 32.0% fully diluted), and Diana Vasquez-Park (approximately 18.0% fully diluted) — collectively hold approximately 84.0% of the Company's fully diluted equity. This level of concentration should be more than sufficient to satisfy any customary drag-along approval threshold (which typically requires a majority or supermajority of outstanding shares). However, we must confirm the exact threshold and whether separate class approvals are required.

Stockholder Support Agreement. The deal team at Calderwood & Harkness is preparing a Stockholder Support Agreement to be entered into by Pinnacle Bluff Ventures LLC, Garrett Holliday, and Diana Vasquez-Park concurrently with the execution of the SPA. The Stockholder Support Agreement will obligate these three holders to vote in favor of the Transaction (to the extent a vote is required) and to exercise their drag-along rights (to the extent applicable) to compel all remaining stockholders to participate in the sale. The terms of the Stockholder Support Agreement should be carefully aligned with the contractual requirements and approval mechanics set forth in the Stockholders' Agreement to ensure that the exercise of drag-along rights is procedurally proper.

VIII. SUBSIDIARIES AND INVESTMENTS

Based on our preliminary review of the VDR records, including the Company's organizational chart, formation documents, and board resolutions, MFW does not appear to have any subsidiaries, whether wholly owned or partially owned. The Company does not appear to hold any equity interests in any other corporation, limited liability company, partnership, joint venture, or other entity. The Company appears to conduct all of its business operations directly, without the use of any subsidiary or affiliate entities.

We note that the absence of subsidiaries simplifies the Transaction structure, as the Buyer will acquire 100% of the stock of MFW and will thereby obtain control of all of the Company's assets and business operations in a single entity, without the need for additional subsidiary-level consents, transfers, or regulatory approvals.

We have requested written confirmation from HKA that MFW holds no equity interests in any other entity and has not formed or organized any subsidiary at any time since its incorporation. This is an outstanding diligence item.

IX. STOCKHOLDER APPROVAL REQUIREMENTS FOR THE PROPOSED STOCK PURCHASE

A. DGCL Requirements

The proposed Transaction is structured as a stock purchase, in which the Buyer will acquire all of the issued and outstanding shares of Common Stock and Series A Preferred Stock of MFW directly from the Company's stockholders, for an aggregate purchase price of $350,000,000. This structure is distinct from a statutory merger under DGCL Section 251, in which MFW would merge with or into the Buyer (or a merger subsidiary) and the Company's stockholders would receive the merger consideration in exchange for their shares by operation of law.

Under Delaware law, a stock purchase transaction does not itself require a stockholder vote under the DGCL. Unlike a merger under DGCL Section 251, which requires the affirmative vote of the holders of a majority of the outstanding shares of each class of stock entitled to vote thereon, a stock purchase requires the individual agreement of each stockholder to sell its shares to the Buyer. The Company itself is not a party to the stock purchase (except to the extent it may be a party to the SPA for purposes of providing representations, warranties, and covenants); rather, the selling stockholders are the counterparties to the Buyer.

Because each stockholder must individually agree to sell its shares, the Transaction requires either: (a) the voluntary agreement of each and every stockholder (including holders of both Common Stock and Series A Preferred Stock) to sell its shares; or (b) the invocation of contractual drag-along rights contained in the Stockholders' Agreement to compel non-consenting stockholders to participate in the sale.

B. Contractual Requirements

The Stockholders' Agreement is expected to contain provisions that govern the approval process for a sale of the Company, including change-of-control or "sale-of-company" definitions, drag-along rights, and potentially separate consent or approval requirements for specified holders or classes.

If the drag-along provisions are present and applicable, the approval of the requisite percentage of stockholders (as defined in the Stockholders' Agreement) will trigger a contractual obligation on the part of all remaining stockholders to sell their shares to the Buyer on the same terms and conditions as the approving stockholders. The drag-along mechanism effectively converts a voluntary stock purchase into a mandatory sale for all stockholders, provided that the requisite approval threshold is met.

If drag-along provisions are not present, are not applicable to the Transaction (e.g., because the Transaction does not meet the definition of a "sale of the Company" or a "drag-along sale" as defined in the Stockholders' Agreement), or are not properly invoked, then each of the approximately 15 to 20 individual stockholders (plus option holders, who would need to exercise their options or have their options cancelled with appropriate consideration) must individually negotiate and agree to the terms of the stock purchase. This scenario would be significantly more complex and would create "holdout" risk, which the drag-along mechanism is specifically designed to eliminate.

Recommendation: We must confirm the exact drag-along threshold and the triggering conditions as set forth in the Stockholders' Agreement. Based on the capitalization table, the three principal holders — Garrett Holliday (approximately 32.0% fully diluted), Diana Vasquez-Park (approximately 18.0% fully diluted), and Pinnacle Bluff Ventures LLC (approximately 34.0% fully diluted) — collectively hold approximately 84.0% of the Company's fully diluted equity. This level of stockholder concentration should comfortably satisfy any customary drag-along approval threshold, whether set at a simple majority (50.1%), a two-thirds supermajority (66.7%), or even a 75% or 80% supermajority.

C. Series A Preferred Separate Class Vote

If the Certificate of Incorporation or the Stockholders' Agreement grants the holders of Series A Preferred Stock a separate class vote on a sale of the Company (as is common in venture financing transactions), then the consent of the requisite percentage of Series A holders will be independently required, in addition to any combined or Common Stock-only approval.

Pinnacle Bluff Ventures LLC holds 900,000 of the 1,500,000 outstanding shares of Series A Preferred Stock, representing 60.0% of the outstanding Series A Preferred Stock. If a separate class vote is required, Pinnacle Bluff's affirmative consent will almost certainly be necessary (whether the threshold is a majority, two-thirds, or other percentage). Conversely, if Pinnacle Bluff does not consent, it may be difficult or impossible to obtain the requisite Series A class approval, since Pinnacle Bluff holds 60.0% of the class and the remaining 40.0% is held by Holliday (26.7%) and Vasquez-Park (13.3%).

As a practical matter, all three of the principal holders — Pinnacle Bluff, Holliday, and Vasquez-Park — are expected to support the Transaction, and each is expected to enter into the Stockholder Support Agreement being drafted by Calderwood & Harkness. Accordingly, the separate class vote (if required) is not expected to be an impediment to the Transaction. However, we must confirm the existence and scope of any such requirement and ensure that the Stockholder Support Agreement addresses the Series A separate class vote.

D. Board Approval

In addition to stockholder or contractual approval, MFW's Board of Directors must approve the Company's entry into the definitive SPA and any ancillary agreements to which the Company will be a party (i

CALDERWOOD & HARKNESS LLP MEMORANDUM
TO: Andrew Fitzpatrick, Lead Associate, Calderwood & Harkness LLP
FROM: Naomi Petersen, Associate, Calderwood & Harkness LLP
DATE: February 27, 2026
RE: Corporate and Organizational Due Diligence — Meridian FleetWorks, Inc. (Project Trident)
Matter No.: 1041-00004
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT. This memorandum has been prepared at the direction of counsel and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for internal use by the Calderwood & Harkness LLP deal team working on Project Trident and should not be disclosed to any third party without the prior written approval of the undersigned or the supervising partner.
I. EXECUTIVE SUMMARY
This memorandum sets forth the findings of our review of the corporate and organizational documents of Meridian FleetWorks, Inc. ("MFW" or the "Company") produced in the Thackeray Solutions virtual data room established for Project Trident. The review was conducted in connection with the proposed acquisition of 100% of the issued and outstanding equity of MFW by Solara Fleet Holdings LLC, a to-be-formed wholly-owned subsidiary of Solara Fund III, LP ("Solara" or the "Buyer"), by means of a stock purchase transaction at an aggregate purchase price of $350,000,000 (the "Transaction").
Our review encompassed the Company's charter documents (including the original Certificate of Incorporation, all amendments thereto, and the Restated Certificate of Incorporation), bylaws, board and stockholder resolutions, qualifications to do business in multiple jurisdictions, capitalization records (including the stock ledger, stock purchase agreements, and option grant documentation), the Stockholders' Agreement among the Company and its equity holders, and transfer restrictions applicable to the Company's securities. The documents reviewed were sourced primarily from VDR folders 1.1 through 1.9, supplemented by records obtained directly from the Delaware Secretary of State and certificates of good standing (or requests therefor) from the Virginia State Corporation Commission, the Texas Secretary of State, and the Idaho Secretary of State.
Overall Assessment. The Company's corporate records are generally well-maintained and reflect a company that has been administered with reasonable attention to corporate formalities. We did not identify any material deficiencies that would, in our preliminary assessment, prevent the Transaction from proceeding on its current timeline. However, certain items require follow-up and resolution prior to the execution of the definitive Stock Purchase Agreement (the "SPA"), including the following:
(a) Stockholder approval mechanics. We must confirm the precise drag-along provisions and approval thresholds contained in the Stockholders' Agreement to ensure that the stock purchase can be effectuated for 100% of the issued and outstanding shares of Common Stock and Series A Preferred Stock. Although the three principal holders — Pinnacle Bluff Ventures LLC, Garrett Holliday, and Diana Vasquez-Park — collectively hold approximately 84.0% of the Company's fully diluted equity, we must verify that this percentage meets or exceeds the contractual threshold required to invoke drag-along rights and bind all remaining stockholders.
(b) Transfer restrictions under the Stockholders' Agreement. The Stockholders' Agreement contains a right of first refusal and potentially co-sale (tag-along) rights that will need to be waived or complied with in connection with the Transaction. The precise mechanics and waiver procedures require further analysis.
(c) Verification of equity issuances. While the capitalization records appear facially in order, we must verify that all prior issuances of Common Stock and Series A Preferred Stock were duly authorized by the Board of Directors and, where required, by the stockholders, and that each issuance was made in compliance with applicable federal and state securities laws, including reliance on applicable registration exemptions such as Regulation D or Section 4(a)(2) of the Securities Act of 1933.
Additional items requiring follow-up are described in detail in Section XI of this memorandum. The diligence completion deadline under the Letter of Intent dated January 22, 2026 is March 15, 2026. We anticipate supplementing this memorandum as additional materials are received from the Company and its counsel, Hawthorne Kinsey & Alcott LLP ("HKA").
II. FORMATION AND CHARTER DOCUMENTS
A. Certificate of Incorporation
Meridian FleetWorks, Inc. was incorporated in the State of Delaware on August 14, 2014. The original Certificate of Incorporation (the "Original Charter") was filed with the Delaware Secretary of State on that date under Delaware File Number 5582037. A copy of the Original Charter, bearing the Delaware Secretary of State's filing stamp, was reviewed in VDR folder 1.1 (Document 1.1.001). The Original Charter was filed by the incorporator, whose name appears as Jennifer Marsh, and establishes MFW as a stock corporation under the Delaware General Corporation Law (the "DGCL").
The Original Charter identifies Ashgrove Services Inc. as the Company's registered agent in Delaware, with a registered office address at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. We note that the registered agent designation should be confirmed as current; if it has been changed since the date of incorporation, the corresponding filing with the Delaware Secretary of State should be located in the VDR or obtained from HKA.
The Company's Federal Employer Identification Number (EIN), as reflected in IRS correspondence and various corporate documents reviewed in the VDR, is 47-3891205.
The Original Charter authorized the Company to issue a single class of Common Stock, par value $0.001 per share, with an initial authorized amount that was subsequently increased by amendment. The Original Charter contains standard provisions customary for Delaware corporations, including a broad statement of corporate purpose and perpetual duration.
B. Amendments to Certificate of Incorporation
We reviewed one formal amendment to the Original Charter, designated as Amendment No. 1, which was filed with the Delaware Secretary of State in connection with the Company's Series A Preferred Stock financing. The key terms of Amendment No. 1 are as follows:
Amendment No. 1 — Authorization of Series A Preferred Stock. Amendment No. 1 amended Article IV of the Certificate of Incorporation to increase the Company's total authorized capital stock and to create a new series of preferred stock designated as "Series A Preferred Stock." As amended, the authorized capital stock of the Company consists of:
• 10,000,000 shares of Common Stock, par value $0.001 per share; and
• 2,000,000 shares of Series A Preferred Stock, par value $0.001 per share.
The precise date of filing of Amendment No. 1 with the Delaware Secretary of State requires confirmation from the VDR records. Based on our review of the transaction timeline and related board and stockholder resolutions, we believe Amendment No. 1 was filed in connection with the investment by Pinnacle Bluff Ventures LLC (along with co-investors) in the Company's Series A Preferred Stock financing round, which appears to have occurred in approximately 2017 or 2018. We have requested that HKA confirm the exact filing date and provide a certified copy bearing the Delaware Secretary of State's filing stamp.
The current authorized capitalization, as set forth in the Restated Certificate of Incorporation (discussed below), is consistent with the amendments described above:
No other classes or series of stock are authorized under the Certificate of Incorporation, and we did not identify any certificate of designations or other filing that would create additional classes or series of equity securities.
The Certificate of Incorporation, as amended and restated, contains certain standard Delaware corporate provisions that are relevant to the Transaction and to the Company's ongoing governance:
(i) Board Authority to Adopt Bylaws. The Certificate of Incorporation grants the Board of Directors the authority to adopt, amend, or repeal the Company's bylaws, subject to any limitations set forth in the bylaws or by statute.
(ii) Limitation of Director Liability. The Certificate of Incorporation includes a provision pursuant to Section 102(b)(7) of the DGCL eliminating the personal liability of directors for monetary damages for breach of fiduciary duty as a director, except to the extent that such elimination or limitation of liability is not permitted under the DGCL (e.g., liability for breach of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, unlawful payment of dividends, or any transaction from which the director derived an improper personal benefit).
(iii) Indemnification. The Certificate of Incorporation contains indemnification provisions for directors and officers of the Company to the fullest extent permitted by the DGCL, including the right to advancement of expenses. These provisions are supplemented by corresponding provisions in the Company's bylaws (discussed in Section III below).
C. Restated Certificate of Incorporation
We reviewed a document in the VDR (folder 1.1, Document 1.1.004) identified as the "Restated Certificate of Incorporation of Meridian FleetWorks, Inc." This Restated Certificate consolidates the Original Charter and Amendment No. 1 into a single, unified charter document. We note the following with respect to this document:
(i) We must confirm that the Restated Certificate was duly filed with the Delaware Secretary of State and bears the Secretary of State's filing stamp and acceptance date. The version in the VDR does not appear to include a filing stamp, and we have requested a certified copy from HKA.
(ii) We must confirm that the Restated Certificate is consistent in all material respects with the Original Charter, as modified by Amendment No. 1. Our preliminary comparison did not reveal any substantive discrepancies, but a side-by-side review against the filed versions of the Original Charter and Amendment No. 1 (as obtained from the Delaware Secretary of State's records) should be completed.
(iii) The Restated Certificate should be identified as the definitive charter document for purposes of the representations and warranties in the SPA. The Buyer's counsel will likely require delivery of a certified copy at or prior to closing.
III. BYLAWS
We reviewed the Company's current bylaws, as most recently amended, which were produced in VDR folder 1.2 (Document 1.2.001, titled "Amended and Restated Bylaws of Meridian FleetWorks, Inc."). The bylaws appear to have been last amended in connection with the Series A Preferred Stock financing, although the precise date of the most recent amendment requires confirmation. The bylaws are generally consistent with standard bylaws for a closely held Delaware corporation. The key provisions are summarized below.
Board of Directors. The bylaws provide that the authorized number of directors shall be fixed from time to time by resolution of the Board of Directors, subject to any requirements set forth in the Certificate of Incorporation or any stockholders' agreement. Based on our review of the most recent board minutes and the Stockholders' Agreement, we believe the current Board of Directors consists of the following members:
(a) Garrett Holliday, Co-Founder and Chief Executive Officer;
(b) Diana Vasquez-Park, Co-Founder and Chief Technology Officer;
(c) Douglas Irwin, serving as the designee of Pinnacle Bluff Ventures LLC pursuant to the board composition provisions of the Stockholders' Agreement; and
(d) Potentially one or more additional independent directors, the identity and status of whom require confirmation from HKA.
We have requested that HKA provide a complete list of all current directors, their dates of election or appointment, and any committee assignments.
Quorum Requirements. The bylaws establish that a majority of the total number of authorized directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. For stockholder meetings, the bylaws provide that the holders of a majority of the shares of capital stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum.
Notice Provisions and Written Consent. The bylaws contain standard provisions governing the calling of and notice requirements for meetings of both the Board of Directors and the stockholders. Notably, the bylaws permit the stockholders to act by written consent in lieu of a meeting, provided that such consent is signed by the holders of the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. This provision is consistent with DGCL Section 228 and is relevant to the Transaction, as it may allow the stockholders to approve the Transaction (to the extent stockholder action is required) by written consent rather than at a formal meeting, which would simplify and expedite the approval process.
Officer Positions and Authority. The bylaws authorize the Board of Directors to appoint officers, including a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board may deem appropriate. The bylaws grant customary authority to each officer position. Based on our review, the Company's current officers include Garrett Holliday (Chief Executive Officer), Diana Vasquez-Park (Chief Technology Officer), and Marcus Trahan (Chief Financial Officer). Additional officers may exist; we have requested a complete officer roster from HKA.
Indemnification Provisions. The bylaws contain indemnification provisions for directors and officers that are consistent with and supplement the indemnification provisions in the Certificate of Incorporation. The bylaws provide for mandatory indemnification of directors and officers to the fullest extent permitted by the DGCL, including indemnification against expenses, judgments, fines, and amounts paid in settlement, and provide for the advancement of expenses upon receipt of an undertaking to repay if it is ultimately determined that the individual is not entitled to indemnification. These provisions should be cross-referenced with the director and officer indemnification agreements, if any, that the Company may have entered into with individual directors and officers (we have requested copies from HKA).
Amendment Procedures. The bylaws may be amended by the Board of Directors or by the affirmative vote of the holders of a majority of the outstanding shares of capital stock entitled to vote, in each case subject to any limitations in the Certificate of Incorporation.
No Material Irregularities. Based on our review, we did not identify any material irregularities, omissions, or deficiencies in the bylaws. The bylaws appear to be in compliance with the DGCL and are consistent with customary practice for a closely held Delaware corporation of MFW's size and nature.
IV. BOARD AND STOCKHOLDER RESOLUTIONS
A. Board Resolutions
We reviewed the minutes of meetings and written consents of the Board of Directors of MFW produced in VDR folder 1.3, covering the period from the Company's formation in August 2014 through the most recent records available in the VDR, which appear to be dated in the fourth quarter of 2025. The resolutions reflect a reasonably complete corporate record, though we note certain potential gaps that are discussed below.
The key board actions documented in the resolutions include the following:
1. Adoption of the 2016 Stock Incentive Plan. The Board of Directors adopted the 2016 Stock Incentive Plan (the "Plan") by unanimous written consent. The Plan authorizes the issuance of up to 1,300,000 shares of Common Stock in the form of stock options, restricted stock awards, and other equity-based awards. As of the date of the most recent records in the VDR, 650,000 options are currently outstanding under the Plan. The Plan was subsequently approved by the Company's stockholders by written consent. A detailed discussion of the Plan appears in Section VI.C below.
2. Authorization of Series A Preferred Stock Issuance. The Board of Directors authorized the issuance of shares of Series A Preferred Stock to Pinnacle Bluff Ventures LLC and other investors in connection with the Company's Series A financing round. The board resolutions approving the Series A financing include authorization of the amendment to the Certificate of Incorporation creating the Series A Preferred Stock, approval of the related transaction documents (including the stock purchase agreement and the Stockholders' Agreement), and direction to the officers to take all actions necessary to consummate the financing. The specific date of the board consent authorizing the Series A financing is to be confirmed from the VDR records.
3. Approval of Material Contracts. The Board of Directors approved the following material contracts:
• The strategic partnership agreement with TerraLink Logistics, Inc. dated March 15, 2022 (VDR folder 1.3, Document 1.3.014). This agreement, which governs the integration of MFW's fleet management platform with TerraLink's logistics network, was approved by a unanimous vote of the Board of Directors at a regularly scheduled meeting. The minutes reflect a discussion of the commercial terms and the strategic significance of the partnership.
• The cloud hosting agreement with Brindoval Data Solutions LLC dated September 1, 2023 (VDR folder 1.3, Document 1.3.019). This agreement governs the hosting of MFW's SaaS platform on Brindoval's cloud infrastructure and was approved by written consent of the Board of Directors. The minutes note that the agreement was reviewed by counsel and that the annual commitment under the agreement was within the CEO's general contracting authority, but that the Board elected to approve it given the multi-year commitment and the strategic importance of the hosting relationship.
4. Approval of Executive Employment Agreements. The Board of Directors approved the employment agreements for Garrett Holliday (Chief Executive Officer) and Diana Vasquez-Park (Chief Technology Officer), each effective as of January 1, 2023 (VDR folder 1.3, Documents 1.3.016 and 1.3.017). The minutes reflect that the independent director(s) on the Board led the discussion of the compensation terms and that the interested directors recused themselves from the vote with respect to their own employment agreements. The substance of these employment agreements is being reviewed as part of the employment and compensation diligence workstream.
5. Approval of the Sentinel Commerce Bank Credit Facility. The Board of Directors approved MFW's entry into a revolving credit facility with Sentinel Commerce Bank, N.A. The date and principal terms of the credit facility resolution are to be confirmed; the credit facility itself is being reviewed as part of the debt and financing diligence workstream. The board resolution authorized the CEO and CFO to execute the credit agreement and all related documents and to pledge Company assets as collateral as required by the lender.
6. Annual Officer Elections and Routine Corporate Matters. The Board resolutions include annual elections of officers, ratification of prior actions, and other routine corporate matters. The annual election records appear to be generally complete, though we note below certain periods for which records may be missing.
Gaps in Board Records. We note that the VDR does not appear to contain board minutes or written consents for the period from approximately July 2019 through February 2020, a gap of approximately eight months. We have requested that HKA locate and produce any missing board records for this period. In addition, the minutes for certain meetings in 2021 appear to be in draft form and are unsigned. We have requested that HKA confirm whether final, executed versions of those minutes exist and, if so, produce them.
B. Stockholder Resolutions
We reviewed available stockholder consents and meeting minutes produced in VDR folder 1.4. The Company does not appear to have held formal annual meetings of stockholders; rather, stockholder actions have been taken by written consent in accordance with DGCL Section 228 and the consent provisions of the Company's bylaws. This practice is common for closely held corporations and is not, in itself, problematic, provided that the requisite stockholder approvals were properly obtained by written consent.
The key stockholder actions documented in the available records include:
(a) Approval of the Amendment to the Certificate of Incorporation Authorizing Series A Preferred Stock. The stockholders approved the amendment to the Certificate of Incorporation creating the Series A Preferred Stock by written consent. The consent was signed by holders of a majority of the then-outstanding shares of Common Stock, as required by DGCL Section 242(b)(1).
(b) Approval of Equity Issuances. The stockholder records include consents approving the issuance of Series A Preferred Stock and the adoption of the 2016 Stock Incentive Plan (to the extent stockholder approval was required). We should confirm that all equity issuances that required stockholder approval under the DGCL, the Certificate of Incorporation, or the Stockholders' Agreement were duly approved.
Identified Need — Approval of the Proposed Stock Purchase. The proposed Transaction contemplates the acquisition by the Buyer of 100% of the issued and outstanding shares of Common Stock and Series A Preferred Stock of MFW for an aggregate purchase price of $350,000,000. As discussed in greater detail in Section IX below, the Transaction structure (a stock purchase, rather than a merger) does not itself require a stockholder vote under the DGCL. However, the Stockholders' Agreement is expected to contain provisions — including drag-along rights and potentially change-of-control consent requirements — that will govern the stockholder approval process. We must complete our analysis of the Stockholders' Agreement to determine the precise approval mechanics and thresholds applicable to the Transaction.
V. GOOD STANDING AND QUALIFICATIONS TO DO BUSINESS
A. State of Incorporation — Delaware
MFW is incorporated in the State of Delaware under Delaware File Number 5582037. We have requested a current certificate of good standing from the Delaware Secretary of State, dated as close as practicable to the target execution date of the SPA (currently anticipated to be on or about March 31, 2026). As of the date of this memorandum, the good standing certificate had been ordered but not yet received. Based on our review of the Company's records and our online search of the Delaware Division of Corporations website, we have no reason to believe the Company is not in good standing in Delaware, but we must confirm this through the official certificate.
We note that the Company's Delaware franchise tax status should also be confirmed as current. Under Delaware law, a corporation's good standing depends in part on the timely payment of annual franchise taxes. We have requested that HKA confirm that MFW's Delaware franchise taxes have been paid through the current tax year and that there are no outstanding tax liabilities or penalties owed to the State of Delaware.
B. Virginia (Headquarters — McLean)
MFW is qualified to do business as a foreign corporation in the Commonwealth of Virginia, where the Company maintains its principal headquarters at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102. The Company's Virginia registration records were reviewed in VDR folder 1.5. Approximately 310 employees are employed by MFW companywide, with a substantial portion of those employees located at the McLean headquarters. The Company's primary business operations — including its executive offices, sales and marketing functions, and a significant portion of its engineering and product development teams — are conducted from the McLean office.
We have requested a current certificate of good standing from the Virginia State Corporation Commission. As with the Delaware certificate, this certificate had been ordered but not yet received as of the date of this memorandum. We should confirm that MFW is current on all Virginia annual registration fees, corporate income tax filings, and other compliance obligations.
C. Texas (Austin Office)
MFW is qualified to do business as a foreign corporation in the State of Texas, where the Company maintains an office at 301 Congress Avenue, Suite 1400, Austin, Texas 78701. The Austin office serves as a secondary technology and product development hub for the Company. Diana Vasquez-Park, the Company's Co-Founder and Chief Technology Officer, is based in Austin and oversees the Company's technology operations from that location.
We have requested a current certificate of good standing from the Texas Secretary of State. We should also confirm that MFW is current on all Texas franchise tax filings and payments, as the Texas Comptroller of Public Accounts administers the franchise tax separately from the Secretary of State's foreign qualification process.
D. Idaho (Boise Office)
MFW is qualified to do business as a foreign corporation in the State of Idaho, where the Company maintains a satellite office at 950 West Bannock Street, Suite 210, Boise, Idaho 83702. Based on our review of the VDR records, the Boise office appears to house a smaller team focused on customer support and field operations in the Pacific Northwest region. We have requested a current certificate of good standing from the Idaho Secretary of State.
E. Other Jurisdictions
Based on our review of the Company's operational footprint — including its customer base of approximately 4,200 active accounts spread across multiple states, its employee locations, and its revenue distribution — MFW may have nexus sufficient to require qualification as a foreign corporation in additional states beyond Delaware, Virginia, Texas, and Idaho. The determination of whether a corporation is "doing business" in a particular state for purposes of foreign qualification requirements depends on the specific statutes and case law of each jurisdiction, and the analysis is fact-intensive.
We note that the sales tax nexus analysis being conducted by Whitmore Sandoval Group LLC, the tax diligence advisor retained by Solara, has identified potential sales tax nexus exposure in an estimated six to eight states where MFW may have sufficient economic or physical presence to trigger sales tax collection obligations. The estimated exposure has been calculated at approximately $800,000 to $1,400,000. To the extent that MFW has sufficient presence in those states to trigger sales tax obligations, it is possible (though not certain, as the nexus standards differ) that the Company may also be required to qualify as a foreign corporation in some or all of those jurisdictions.
Failure to qualify as a foreign corporation in a state where qualification is required can result in penalties and, in some jurisdictions, may impair the Company's ability to maintain or initiate lawsuits in that state's courts. While these consequences are generally curable (by filing the qualification retroactively and paying any penalties), they represent a compliance risk that should be identified and addressed.
We recommend requesting from HKA a complete list of all jurisdictions where MFW is currently qualified as a foreign corporation, all jurisdictions where the Company has applied for qualification, and any jurisdictions where a qualification analysis has been performed (whether or not qualification was ultimately pursued). This information should be cross-referenced with the Whitmore Sandoval findings and with the Company's employee headcount by state, customer locations, and revenue attribution data.
VI. CAPITALIZATION
A. Authorized Capital
As set forth in the Restated Certificate of Incorporation, the total authorized capital stock of MFW consists of the following:
(i) Common Stock: 10,000,000 shares of Common Stock, par value $0.001 per share; and
(ii) Series A Preferred Stock: 2,000,000 shares of Series A Preferred Stock, par value $0.001 per share.
The total authorized capital is therefore 12,000,000 shares. No other classes or series of capital stock are authorized. The Certificate of Incorporation does not contain a "blank check" preferred stock provision granting the Board of Directors authority to create additional series of preferred stock without stockholder approval; accordingly, any future creation of new classes or series of stock would require an amendment to the Certificate of Incorporation approved by the Board and the stockholders.
B. Issued and Outstanding Shares
Based on our review of the stock ledger, stock certificates (or book-entry records), stock purchase agreements, option grant documents, and related records produced in VDR folders 1.6 and 1.7, the capitalization of MFW on a fully diluted basis is as set forth in the following table:
Key observations regarding the capitalization:
Common Stock. There are 7,850,000 shares of Common Stock issued and outstanding, out of 10,000,000 shares authorized. The principal holders of Common Stock are Garrett Holliday (2,800,000 shares, or 35.7% of outstanding Common Stock), Pinnacle Bluff Ventures LLC (2,500,000 shares, or 31.8% of outstanding Common Stock), and Diana Vasquez-Park (1,600,000 shares, or 20.4% of outstanding Common Stock). The remaining Common Stock is held by Marcus Trahan (150,000 shares) and other individual holders (800,000 shares in the aggregate, believed to consist of approximately 12 to 17 individual stockholders based on the stock ledger entries).
Series A Preferred Stock. There are 1,500,000 shares of Series A Preferred Stock issued and outstanding, out of 2,000,000 shares authorized. The holders of Series A Preferred Stock are Pinnacle Bluff Ventures LLC (900,000 shares, or 60.0% of outstanding Series A Preferred Stock), Garrett Holliday (400,000 shares, or 26.7% of outstanding Series A Preferred Stock), and Diana Vasquez-Park (200,000 shares, or 13.3% of outstanding Series A Preferred Stock).
Outstanding Options. Under the 2016 Stock Incentive Plan, there are 650,000 options outstanding, of which 480,000 are currently vested and 170,000 are unvested. These options are held by Marcus Trahan (80,000 vested options) and various other employees (570,000 options, with varying vesting schedules).
Fully Diluted Share Count. The fully diluted share count, assuming exercise of all outstanding options, is 10,000,000 shares.
Per-Share Implied Value. At the proposed aggregate purchase price of $350,000,000 and a fully diluted share count of 10,000,000 shares, the implied per-share value is $35.00 per share. This per-share value will be relevant for purposes of determining the consideration payable to each stockholder and option holder at closing.
Option Economics. The 650,000 outstanding options under the 2016 Stock Incentive Plan have a weighted-average exercise price of $8.50 per share. At the implied per-share consideration of $35.00, the net value to option holders after exercise would be $26.50 per share ($35.00 less $8.50), for aggregate net proceeds to option holders of approximately $17,225,000. The aggregate exercise price payable by option holders upon exercise would be $5,525,000 ($8.50 × 650,000 shares). As discussed below, it is anticipated that the options will be cancelled at closing in exchange for the right to receive the per-share consideration less the applicable exercise price, rather than requiring actual exercise.
C. 2016 Stock Incentive Plan
The 2016 Stock Incentive Plan was adopted in 2016 by the Board of Directors and subsequently approved by the stockholders of the Company by written consent. The Plan authorizes the issuance of up to 1,300,000 shares of Common Stock in the form of stock options (both incentive stock options and nonqualified stock options), restricted stock awards, restricted stock units, and other equity-based awards. A copy of the Plan was reviewed in VDR folder 1.7 (Document 1.7.001).
As of the date of the most recent records available in the VDR, the status of the Plan's share pool is as follows:
• Shares authorized under the Plan: 1,300,000
• Options currently outstanding: 650,000
• Shares previously issued upon exercise of options or as restricted stock grants, shares forfeited, or shares remaining available for future grants: 650,000 (aggregate of all other categories; the breakdown among these categories requires confirmation from HKA)
The weighted-average exercise price of the 650,000 outstanding options is $8.50 per share. Of the outstanding options, 480,000 are vested (i.e., exercisable) and 170,000 are unvested and subject to continued vesting. The vesting schedules for individual option grants typically provide for four-year vesting with a one-year cliff, based on our review of representative option agreements in the VDR, though we have not yet reviewed all individual award agreements.
Change-of-Control Provisions. A critical item for the Transaction is the treatment of outstanding options upon a change of control. The Plan and the individual option agreements should be reviewed to determine whether the options are subject to single-trigger acceleration (i.e., automatic acceleration upon a change of control, regardless of whether the option holder's employment is terminated) or double-trigger acceleration (i.e., acceleration only if the option holder's employment is terminated in connection with or following a change of control). The distinction has significant economic and structuring implications:
• If single-trigger acceleration applies, all 170,000 unvested options would vest immediately upon closing of the Transaction, increasing the number of vested options from 480,000 to 650,000. This would not affect the fully diluted share count (which already includes all outstanding options) but would accelerate the Company's obligation to the option holders and may have accounting and tax implications.
• If double-trigger acceleration applies, the 170,000 unvested options would remain unvested at closing (unless the individual option holder's employment is terminated), and the treatment of those unvested options at closing would need to be addressed in the SPA — either through assumption, substitution, or cancellation with appropriate consideration for the unvested portion.
We have requested from HKA the form of stock option agreement under the Plan and representative individual award agreements for review. Once we have confirmed the change-of-control provisions, we will report our findings to the deal team.
Treatment at Closing. It is anticipated that, pursuant to the terms of the SPA, all outstanding options under the Plan (whether vested or unvested) will be cancelled at the effective time of the closing in exchange for the right to receive a cash payment equal to the per-share consideration ($35.00) less the applicable per-share exercise price, multiplied by the number of shares subject to the option. For unvested options, the payment may be subject to the same vesting conditions that applied to the option prior to closing (if double-trigger acceleration does not apply) or may be paid in full at closing (if single-trigger acceleration applies or if the Buyer agrees to accelerate vesting as part of the transaction terms). The precise mechanics will be set forth in the SPA and any related option cancellation agreements.
D. Series A Preferred Stock Terms
The terms of the Series A Preferred Stock are set forth in the Restated Certificate of Incorporation and, to the extent supplemented, in any certificate of designations or separate instrument filed with the Delaware Secretary of State. We have reviewed the Series A Preferred Stock provisions in the VDR but note that the documents produced may not constitute the complete and final terms. We have requested that HKA confirm that all documents governing the rights of the Series A Preferred Stock have been produced. The key terms requiring analysis in connection with the Transaction are as follows:
Liquidation Preference. We are reviewing the VDR documents to determine the liquidation preference per share applicable to the Series A Preferred Stock. The liquidation preference will typically provide that, upon a liquidation, dissolution, or winding up of the Company (or a deemed liquidation event, which may include a sale of the Company), the holders of Series A Preferred Stock are entitled to receive, prior to any distribution to holders of Common Stock, an amount equal to the original issue price per share (plus any declared but unpaid dividends), after which the remaining proceeds would be distributed to holders of Common Stock (if the Series A Preferred is non-participating) or to holders of Common Stock and Series A Preferred Stock on a pro rata basis (if the Series A Preferred is participating). The characterization of the Series A Preferred Stock as participating or non-participating has significant economic implications for the allocation of the $350,000,000 purchase price among the stockholders. We will report our findings once the complete terms are confirmed.
Conversion Rights. We expect that the Series A Preferred Stock is convertible into Common Stock at the option of the holder, at an initial conversion ratio of 1:1 (i.e., each share of Series A Preferred Stock converts into one share of Common Stock), subject to adjustment for stock splits, stock dividends, and anti-dilution adjustments. This expectation is based on the capitalization analysis set forth above, which yields a fully diluted share count consistent with a 1:1 conversion ratio. We must confirm the conversion terms from the definitive charter documents.
Voting Rights. We must confirm whether the Series A Preferred Stock votes on an as-converted basis with the Common Stock (i.e., each share of Series A Preferred Stock has one vote, voting together with the Common Stock as a single class) or whether the Series A Preferred Stock has separate class voting rights on certain matters. This distinction is critical for the Transaction, as separate class voting rights could give the Series A holders (and, in particular, Pinnacle Bluff Ventures LLC as the holder of 60% of the outstanding Series A Preferred Stock) a veto right over the Transaction.
Anti-Dilution Protections. We are reviewing the Series A Preferred Stock terms for anti-dilution provisions. These provisions typically protect the Series A holders against dilution from future issuances of equity at a price per share below the original issue price of the Series A Preferred Stock. The two most common formulations are broad-based weighted-average anti-dilution (more favorable to the Company) and full-ratchet anti-dilution (more favorable to the preferred holders). While anti-dilution protections are less directly relevant in the context of a 100% stock purchase (where all shares are being acquired), we should confirm that no anti-dilution adjustments have been triggered by prior issuances (such as option grants at exercise prices below the Series A original issue price) that would affect the conversion ratio or the number of shares issuable upon conversion.
Redemption Rights. We must confirm whether the Series A Preferred Stock carries any mandatory or optional redemption rights. Mandatory redemption rights (e.g., requiring the Company to redeem the Series A Preferred Stock on a specified date or upon the occurrence of specified events) could create an obligation that must be satisfied or waived in connection with the Transaction. Optional redemption rights (e.g., permitting the holders to require the Company to redeem their shares) could similarly be triggered.
Protective Provisions. We must identify any protective provisions (also referred to as "veto rights" or "consent rights") that grant the holders of Series A Preferred Stock, voting as a separate class, the right to approve or veto certain corporate actions. Standard protective provisions for Series A Preferred Stock in venture-backed companies typically require Series A holder consent for, among other things: (i) the sale, merger, or consolidation of the Company; (ii) the amendment of the Certificate of Incorporation or bylaws in a manner adverse to the Series A Preferred Stock; (iii) the creation of any new class or series of stock having rights senior to or on parity with the Series A Preferred Stock; (iv) the incurrence of indebtedness above a specified threshold; and (v) the declaration or payment of dividends. If such protective provisions exist, the consent of the requisite percentage of Series A holders — which would likely require the consent or joinder of Pinnacle Bluff Ventures LLC, given that Pinnacle Bluff holds 900,000 of 1,500,000 outstanding shares of Series A Preferred Stock (60% of the class) — will be required for the Transaction.
Implications for the Stock Purchase. We must confirm that the per-share consideration of $35.00 per share (on an as-converted, fully diluted basis) satisfies any applicable liquidation preference payable to the holders of Series A Preferred Stock and that no additional payments, adjustments, or price protections are triggered by the Transaction. If the Series A Preferred Stock is non-participating, the holders will receive the greater of (x) their liquidation preference and (y) the amount they would receive if they converted their Series A Preferred Stock into Common Stock and participated in the distribution as common stockholders. If the Series A Preferred Stock is participating, the holders may receive their liquidation preference plus their pro rata share of the remaining proceeds. In either case, the allocation of the $350,000,000 aggregate purchase price among the stockholders must account for the Series A Preferred Stock terms, and the payment waterfall should be set forth in a schedule to the SPA.
E. Verification of Prior Issuances
As part of our diligence, we are undertaking a review of all prior issuances of equity securities by the Company to confirm that each issuance was:
(i) Duly authorized by the Board of Directors and, where required by the DGCL, the Certificate of Incorporation, the bylaws, or the Stockholders' Agreement, by the stockholders;
(ii) Validly issued, fully paid, and nonassessable in accordance with the DGCL and the Certificate of Incorporation; and
(iii) Issued in compliance with applicable federal and state securities laws, including reliance on applicable registration exemptions such as Regulation D under the Securities Act of 1933 (Rules 504, 505, or 506), Section 4(a)(2) of the Securities Act (the private placement exemption), and applicable state "blue sky" law exemptions.
We have reviewed the stock ledger and transfer records produced in VDR folder 1.6. The stock ledger reflects the issuances summarized in the capitalization table above, as well as certain historical transfers among stockholders. We are in the process of confirming that each issuance is supported by appropriate board and stockholder authorization, a stock purchase agreement or subscription agreement, and documentation of the applicable securities law exemption (such as investor questionnaires, accredited investor certifications, and Regulation D Form D filings).
We have also reviewed the stock ledger for evidence of any outstanding preemptive rights, rights of first refusal, or anti-dilution adjustments that could be triggered by the Transaction. The Stockholders' Agreement (discussed in Section VII below) contains a right of first refusal and, potentially, preemptive rights or participation rights that must be analyzed in the context of the Transaction.
We have requested copies of all stock purchase agreements, subscription agreements, investor questionnaires, and related documentation from HKA. This is an outstanding diligence item.
VII. STOCKHOLDERS' AGREEMENT
A. Overview. The Company is party to a Stockholders' Agreement (which may also be titled an "Investors' Rights Agreement" or a combined "Stockholders' and Investors' Rights Agreement") among MFW, Pinnacle Bluff Ventures LLC, Garrett Holliday, Diana Vasquez-Park, and potentially other stockholders. We reviewed a copy of this agreement in VDR folder 1.8 (Document 1.8.001). The Stockholders' Agreement appears to have been entered into in connection with the Series A Preferred Stock financing and governs the rights and obligations of the parties with respect to the transfer of shares, board composition, information rights, and certain approval and consent requirements.
We have requested that HKA confirm that the version of the Stockholders' Agreement produced in the VDR is the most current version and that all amendments, waivers, consents, and side letters (if any) have been produced. The date of the Stockholders' Agreement and any amendments thereto require confirmation.
B. Key Provisions
Our review of the Stockholders' Agreement identified the following key provisions relevant to the Transaction:
Transfer Restrictions and Right of First Refusal. The Stockholders' Agreement contains restrictions on the transfer of shares by the stockholders. Before any stockholder may transfer shares to a third party, the transferring stockholder must first offer the shares to the Company and/or to the other stockholders on a right of first refusal (ROFR) basis, at the same price and on the same terms as the proposed third-party transfer. The ROFR provisions specify the notice requirements, exercise periods, and allocation mechanics among the holders. We must determine whether the ROFR applies to the Transaction (i.e., whether the sale of shares by all stockholders to the Buyer triggers the ROFR) or whether the drag-along provisions (discussed below) supersede the ROFR in the context of a sale of the Company. The agreement may also contain co-sale or tag-along rights, which would permit minority stockholders to participate in a sale initiated by a majority stockholder on the same terms and conditions.
Drag-Along Rights. The Stockholders' Agreement is expected to contain drag-along provisions. Drag-along rights typically permit the holders of a specified percentage of the Company's outstanding shares (e.g., a majority of the Common Stock and Preferred Stock voting together on an as-converted basis, or separate class approvals) to compel all remaining stockholders to sell their shares in connection with an approved sale of the Company, on the same terms and conditions. The drag-along provisions are critical for the Transaction, as they provide the contractual mechanism to ensure that 100% of the Company's outstanding shares can be delivered to the Buyer at closing, even if one or more minority stockholders do not voluntarily agree to sell.
We must confirm the following with respect to the drag-along provisions:
(a) The threshold percentage of stockholder approval required to invoke the drag-along (e.g., majority, two-thirds, or other supermajority of each class or combined);
(b) Whether the drag-along requires separate class approvals (i.e., approval by a specified percentage of Common Stock holders and a specified percentage of Series A Preferred Stock holders, each voting as a separate class) or whether a combined vote on an as-converted basis is sufficient;
(c) The procedural requirements for invoking the drag-along, including notice provisions, timing, and any required documentation; and
(d) Any conditions or limitations on the exercise of drag-along rights, such as minimum price thresholds, time limitations, or requirements regarding the form of consideration.
Protective Provisions and Consent Rights. The Stockholders' Agreement may contain provisions requiring the consent of Pinnacle Bluff Ventures LLC (or of the holders of a specified percentage of the Series A Preferred Stock) for certain specified actions, including a sale or change of control of the Company. These consent rights are in addition to (and may overlap with) any protective provisions contained in the Certificate of Incorporation. We must identify all consent requirements applicable to the Transaction and confirm that the necessary consents will be obtained.
Registration Rights. The Stockholders' Agreement contains registration rights provisions in favor of Pinnacle Bluff Ventures LLC, including demand registration rights and piggyback registration rights. These provisions are less directly relevant in the context of a private stock purchase (where no public offering of securities is contemplated), but they should be noted for completeness and in case the Transaction structure is modified.
Board Composition Rights. The Stockholders' Agreement grants certain parties the right to designate members of the Board of Directors. Based on our review, Pinnacle Bluff Ventures LLC has the right to designate one director (currently Douglas Irwin), and the founders (Holliday and Vasquez-Park) have the right to designate one or more directors. We must confirm the current board composition and verify that it is consistent with the contractual requirements of the Stockholders' Agreement.
Information Rights and Inspection Rights. The Stockholders' Agreement grants Pinnacle Bluff Ventures LLC (and potentially other investors holding above a specified threshold) the right to receive periodic financial information from the Company, including annual audited financial statements, quarterly unaudited financial statements, monthly management reports, and annual budgets and operating plans. These information rights are standard for significant investors in closely held companies.
Preemptive Rights and Participation Rights. The Stockholders' Agreement may grant the stockholders (or a subset of stockholders, such as holders of Series A Preferred Stock or holders above a specified equity threshold) preemptive rights or participation rights entitling them to participate on a pro rata basis in future issuances of equity securities by the Company. While these provisions are not directly implicated by the Transaction (which is a secondary sale of existing shares, not a new issuance), we must confirm that no outstanding participation rights have been violated by prior issuances and that the existence of such rights does not create any complications for the Transaction.
C. Implications for the Transaction
The Stockholders' Agreement has several important implications for the Transaction:
Transfer Restrictions and ROFR. The transfer restrictions and ROFR provisions will need to be waived or complied with in connection with the Transaction. If the drag-along provisions supersede the ROFR in the context of an approved sale of the Company (as is typical), a separate ROFR waiver may not be required. However, if the agreement is ambiguous on this point, a formal waiver of the ROFR by the Company and the other holders should be obtained prior to or concurrently with the execution of the SPA.
Drag-Along as the Primary Approval Mechanism. The drag-along rights are expected to serve as the primary mechanism for ensuring that 100% of the Company's shares can be delivered to the Buyer at closing. If the requisite approval threshold is met, the drag-along provisions will contractually obligate all remaining stockholders to sell their shares on the terms approved by the requisite holders.
Approval Thresholds. The three principal holders — Pinnacle Bluff Ventures LLC (approximately 34.0% fully diluted), Garrett Holliday (approximately 32.0% fully diluted), and Diana Vasquez-Park (approximately 18.0% fully diluted) — collectively hold approximately 84.0% of the Company's fully diluted equity. This level of concentration should be more than sufficient to satisfy any customary drag-along approval threshold (which typically requires a majority or supermajority of outstanding shares). However, we must confirm the exact threshold and whether separate class approvals are required.
Stockholder Support Agreement. The deal team at Calderwood & Harkness is preparing a Stockholder Support Agreement to be entered into by Pinnacle Bluff Ventures LLC, Garrett Holliday, and Diana Vasquez-Park concurrently with the execution of the SPA. The Stockholder Support Agreement will obligate these three holders to vote in favor of the Transaction (to the extent a vote is required) and to exercise their drag-along rights (to the extent applicable) to compel all remaining stockholders to participate in the sale. The terms of the Stockholder Support Agreement should be carefully aligned with the contractual requirements and approval mechanics set forth in the Stockholders' Agreement to ensure that the exercise of drag-along rights is procedurally proper.
VIII. SUBSIDIARIES AND INVESTMENTS
Based on our preliminary review of the VDR records, including the Company's organizational chart, formation documents, and board resolutions, MFW does not appear to have any subsidiaries, whether wholly owned or partially owned. The Company does not appear to hold any equity interests in any other corporation, limited liability company, partnership, joint venture, or other entity. The Company appears to conduct all of its business operations directly, without the use of any subsidiary or affiliate entities.
We note that the absence of subsidiaries simplifies the Transaction structure, as the Buyer will acquire 100% of the stock of MFW and will thereby obtain control of all of the Company's assets and business operations in a single entity, without the need for additional subsidiary-level consents, transfers, or regulatory approvals.
We have requested written confirmation from HKA that MFW holds no equity interests in any other entity and has not formed or organized any subsidiary at any time since its incorporation. This is an outstanding diligence item.
IX. STOCKHOLDER APPROVAL REQUIREMENTS FOR THE PROPOSED STOCK PURCHASE
A. DGCL Requirements
The proposed Transaction is structured as a stock purchase, in which the Buyer will acquire all of the issued and outstanding shares of Common Stock and Series A Preferred Stock of MFW directly from the Company's stockholders, for an aggregate purchase price of $350,000,000. This structure is distinct from a statutory merger under DGCL Section 251, in which MFW would merge with or into the Buyer (or a merger subsidiary) and the Company's stockholders would receive the merger consideration in exchange for their shares by operation of law.
Under Delaware law, a stock purchase transaction does not itself require a stockholder vote under the DGCL. Unlike a merger under DGCL Section 251, which requires the affirmative vote of the holders of a majority of the outstanding shares of each class of stock entitled to vote thereon, a stock purchase requires the individual agreement of each stockholder to sell its shares to the Buyer. The Company itself is not a party to the stock purchase (except to the extent it may be a party to the SPA for purposes of providing representations, warranties, and covenants); rather, the selling stockholders are the counterparties to the Buyer.
Because each stockholder must individually agree to sell its shares, the Transaction requires either: (a) the voluntary agreement of each and every stockholder (including holders of both Common Stock and Series A Preferred Stock) to sell its shares; or (b) the invocation of contractual drag-along rights contained in the Stockholders' Agreement to compel non-consenting stockholders to participate in the sale.
B. Contractual Requirements
The Stockholders' Agreement is expected to contain provisions that govern the approval process for a sale of the Company, including change-of-control or "sale-of-company" definitions, drag-along rights, and potentially separate consent or approval requirements for specified holders or classes.
If the drag-along provisions are present and applicable, the approval of the requisite percentage of stockholders (as defined in the Stockholders' Agreement) will trigger a contractual obligation on the part of all remaining stockholders to sell their shares to the Buyer on the same terms and conditions as the approving stockholders. The drag-along mechanism effectively converts a voluntary stock purchase into a mandatory sale for all stockholders, provided that the requisite approval threshold is met.
If drag-along provisions are not present, are not applicable to the Transaction (e.g., because the Transaction does not meet the definition of a "sale of the Company" or a "drag-along sale" as defined in the Stockholders' Agreement), or are not properly invoked, then each of the approximately 15 to 20 individual stockholders (plus option holders, who would need to exercise their options or have their options cancelled with appropriate consideration) must individually negotiate and agree to the terms of the stock purchase. This scenario would be significantly more complex and would create "holdout" risk, which the drag-along mechanism is specifically designed to eliminate.
Recommendation: We must confirm the exact drag-along threshold and the triggering conditions as set forth in the Stockholders' Agreement. Based on the capitalization table, the three principal holders — Garrett Holliday (approximately 32.0% fully diluted), Diana Vasquez-Park (approximately 18.0% fully diluted), and Pinnacle Bluff Ventures LLC (approximately 34.0% fully diluted) — collectively hold approximately 84.0% of the Company's fully diluted equity. This level of stockholder concentration should comfortably satisfy any customary drag-along approval threshold, whether set at a simple majority (50.1%), a two-thirds supermajority (66.7%), or even a 75% or 80% supermajority.
C. Series A Preferred Separate Class Vote
If the Certificate of Incorporation or the Stockholders' Agreement grants the holders of Series A Preferred Stock a separate class vote on a sale of the Company (as is common in venture financing transactions), then the consent of the requisite percentage of Series A holders will be independently required, in addition to any combined or Common Stock-only approval.
Pinnacle Bluff Ventures LLC holds 900,000 of the 1,500,000 outstanding shares of Series A Preferred Stock, representing 60.0% of the outstanding Series A Preferred Stock. If a separate class vote is required, Pinnacle Bluff's affirmative consent will almost certainly be necessary (whether the threshold is a majority, two-thirds, or other percentage). Conversely, if Pinnacle Bluff does not consent, it may be difficult or impossible to obtain the requisite Series A class approval, since Pinnacle Bluff holds 60.0% of the class and the remaining 40.0% is held by Holliday (26.7%) and Vasquez-Park (13.3%).
As a practical matter, all three of the principal holders — Pinnacle Bluff, Holliday, and Vasquez-Park — are expected to support the Transaction, and each is expected to enter into the Stockholder Support Agreement being drafted by Calderwood & Harkness. Accordingly, the separate class vote (if required) is not expected to be an impediment to the Transaction. However, we must confirm the existence and scope of any such requirement and ensure that the Stockholder Support Agreement addresses the Series A separate class vote.
D. Board Approval
In addition to stockholder or contractual approval, MFW's Board of Directors must approve the Company's entry into the definitive SPA and any ancillary agreements to which the Company will be a party (i