PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
This memorandum is a privileged and confidential attorney work product prepared by Calderwood & Harkness LLP in connection with legal representation of Solara Digital Infrastructure LP. This memorandum is protected by the attorney-client privilege and the work product doctrine. Distribution of this memorandum to any person or entity other than the addressee and authorized members of the deal team is strictly prohibited without the prior written consent of Calderwood & Harkness LLP.
MEMORANDUM
TO: Andrew Fitzpatrick, Lead Associate, Calderwood & Harkness LLP
FROM: Naomi Petersen, Associate, Calderwood & Harkness LLP
DATE: February 27, 2026
RE: intellectual Property Due Diligence — Meridian FleetWorks, Inc. (Project Trident)
MATTER NO.: 1041-00004
CLIENT: Solara Digital Infrastructure LP
TARGET: Meridian FleetWorks, Inc.
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I. Executive Summary
This memorandum summarizes the findings of the intellectual property due diligence review of Meridian FleetWorks, Inc. ("MFW" or the "Company") conducted by Calderwood & Harkness LLP ("C&H") in connection with the proposed acquisition by Solara Fleet Holdings LLC, a to-be-formed Delaware limited liability company and wholly-owned subsidiary of Solara Fund III, LP (collectively with Solara Digital Infrastructure LP, "Solara" or the "Buyer"), of one hundred percent (100%) of the issued and outstanding shares of common stock and Series A Preferred Stock of MFW (the "Transaction"). The aggregate consideration for the Transaction is approximately Three Hundred Fifty Million Dollars ($350,000,000), subject to customary purchase price adjustments as contemplated by the draft Stock Purchase Agreement (the "SPA").
The materials reviewed in connection with this memorandum were obtained primarily through the Thackeray Solutions virtual data room established for this Transaction (the "Project Trident VDR"), supplemented by responses from MFW's outside counsel, Hawthorne Kinsey & Alcott LLP ("HKA") (Rachel Greenwald and Timothy Cho), to C&H's due diligence request list transmitted on February 19, 2026 (the "Diligence Request List"). Diana Vasquez-Park, Co-Founder and Chief Technology Officer of MFW, also provided certain informal oral representations regarding the history of platform development, as further described herein.
The diligence completion deadline under the Letter of Intent dated February 18, 2026 (LOI-MFW-2026-0218) (the "LOI") is March 15, 2026. Accordingly, this memorandum reflects findings as of the date hereof, and certain items remain outstanding and under review as detailed in Section XIV below.
High-Level Assessment. MFW possesses a meaningful portfolio of proprietary software intellectual property, trademarks, and trade secrets centered on its vertical-SaaS fleet management platform (the "Platform"). The Company's IP portfolio constitutes the primary value driver of the business and underpins the entirety of MFW's recurring revenue model. However, the diligence review has identified one significant issue — specifically, potential gaps in the intellectual property assignment chain of title involving three (3) former independent contractors engaged during the 2015–2016 period, a critical early stage of Platform development — as well as areas requiring further review related to open-source software license compliance. Additionally, certain lower-priority observations have been noted regarding pre-2017 employee IP assignment coverage and the absence of a patent portfolio.
Overall Risk Rating: Moderate, with specific remediation recommendations set forth in Sections III(B), VIII(C), and XII–XIII below. The contractor assignment gap issue is rated High on a standalone basis due to the foundational nature of the code contributions at issue and the potential impact on the Company's chain of title to core Platform modules. The open-source compliance matter is rated Moderate pending completion of the software bill of materials review and potential code scanning. All other identified issues are rated Low to Low-Moderate or Informational.
This memorandum should be read in conjunction with the Material Contracts Due Diligence Memorandum (separately prepared by Andrew Fitzpatrick), the Employment and Benefits Due Diligence Memorandum, and the Regulatory and Compliance Due Diligence Memorandum, each of which addresses matters that intersect with the IP diligence findings discussed herein.
II. Scope of Review
In conducting this IP due diligence review, C&H reviewed or is in the process of reviewing the following categories of documents and information:
1. IP Asset Schedules. MFW's IP asset schedules provided in the Project Trident VDR (Folders 4.1 through 4.7), including lists of registered and unregistered intellectual property, domain name registrations, and descriptions of proprietary technology.
2. Trademark Registrations and Applications. United States Patent and Trademark Office ("USPTO") records for all registered and pending trademarks identified in MFW's IP asset schedules, including registration certificates, specimens of use, and maintenance filings.
3. Domain Name Registrations. WHOIS records and registrar account information for all domain names identified by MFW as Company-owned, including primary and defensive registrations.
4. Software Architecture Documentation and Development History. Technical documentation provided in the VDR describing the Platform's software architecture, module structure, version history, and development timeline, supplemented by oral representations from Diana Vasquez-Park (Co-Founder and CTO) regarding the history and evolution of the Platform since its inception in 2014.
5. Contractor and Employee IP Assignment Agreements. Employment agreements, offer letters, contractor agreements, consulting agreements, and related documents for current and former employees and independent contractors, with particular focus on invention assignment, work-for-hire, and confidentiality provisions. This review includes the identification of gaps in IP assignment documentation for former contractors engaged during the 2015–2016 period.
6. Third-Party Software License Agreements. Commercial license agreements, subscription agreements, and service agreements for third-party software components incorporated into or used in connection with the Platform.
7. Open-Source Software Inventory / Bill of Materials. The partial software bill of materials ("SBOM") provided by MFW identifying open-source components utilized in the Platform, including license types and usage descriptions. As noted below, the SBOM provided to date is incomplete and a final, complete version has been requested.
8. Brindoval Data Solutions LLC Cloud Hosting Agreement. The cloud hosting agreement between MFW and Brindoval Data Solutions LLC dated September 1, 2023 (the "Brindoval Agreement"), with an approximate annual spend of $2,100,000, reviewed to the extent it implicates IP ownership, data rights, source code access, and confidentiality obligations.
9. MFW Master Subscription Agreement. The standard-form Master Subscription Agreement ("MSA") utilized by MFW with its approximately 4,200 active customer accounts, reviewed with respect to IP-related provisions including IP ownership, license grants, IP indemnification, data rights, and restrictions on reverse engineering.
10. TerraLink Logistics, Inc. Strategic Partnership Agreement. The Strategic Partnership Agreement between MFW and TerraLink Logistics, Inc. ("TerraLink") dated March 15, 2022 (the "TerraLink Agreement"), reviewed with respect to IP-related provisions, given TerraLink's status as MFW's largest customer with approximately $3,800,000 in annual recurring revenue ("ARR"). Certain aspects of the TerraLink Agreement, including its change-of-control consent provision, are addressed in greater detail in the Material Contracts Due Diligence Memorandum.
11. MFW 2016 Stock Incentive Plan and Related Agreements. The MFW 2016 Stock Incentive Plan (the "Plan") and related stock option award agreements, reviewed for IP-related covenants, including invention assignment clauses applicable to option holders.
12. CTO Representations. Oral representations provided by Diana Vasquez-Park regarding the Platform development history, the nature and scope of contributions by early-stage contractors, and MFW's internal engineering practices with respect to open-source software usage.
Note: This review is ongoing. Certain supplemental materials identified in the Diligence Request List remain outstanding in the VDR as of the date of this memorandum. A detailed list of outstanding items is set forth in Section XIV below. The conclusions and recommendations in this memorandum are subject to revision upon receipt and review of such outstanding materials.
III. Proprietary Software — Fleet Management Platform
A. Overview of Platform
MFW's core intellectual property asset is its proprietary vertical-SaaS platform (the "Platform"), which provides a comprehensive suite of fleet management tools and services to commercial transportation and logistics companies. The Platform's principal functionality includes the following modules:
• Fleet Management and Vehicle Tracking. Real-time GPS tracking, vehicle diagnostics, and fleet visibility tools enabling customers to monitor and manage commercial vehicle fleets.
• Route Optimization. Proprietary algorithmic route optimization engine designed to minimize fuel costs, reduce transit times, and improve delivery efficiency. This module is a key competitive differentiator for MFW and is understood to incorporate proprietary algorithms developed during the 2015–2016 period.
• Electronic Logging Device (ELD) Compliance. A module enabling customers to comply with Federal Motor Carrier Safety Administration ("FMCSA") regulations governing hours of service ("HOS") through electronic logging functionality integrated with vehicle telematics hardware. This module is also understood to incorporate foundational code developed during the 2015–2016 period.
• Maintenance Scheduling. Predictive and preventative maintenance scheduling tools that leverage vehicle diagnostic data to optimize maintenance intervals and reduce downtime.
• Embedded Payments. A payments functionality embedded within the Platform enabling customers to process fuel card transactions, toll payments, and other fleet-related financial transactions. This feature was launched in 2022 and utilizes third-party payment processing APIs.
MFW serves approximately 4,200 active customer accounts as of year-end 2025. The Company reported ARR of approximately $62,000,000 for fiscal year 2025, with total revenue of approximately $67,500,000, which includes approximately $5,500,000 in professional services and implementation revenue. The Platform constitutes the source of substantially all of MFW's revenue and represents the primary asset being acquired in the Transaction.
The Platform was originally developed beginning in 2014, the year of MFW's founding, by co-founders Garrett Holliday (Chief Executive Officer) and Diana Vasquez-Park (Chief Technology Officer), together with a small team of early-stage engineers and independent contractors. Development has continued on an ongoing basis since that time. MFW currently maintains engineering and product development teams at the following locations:
• McLean, Virginia (Headquarters): 8750 Westpark Drive, Suite 600, McLean, VA 22102
• Austin, Texas: 301 Congress Avenue, Suite 1400, Austin, TX 78701
• Boise, Idaho: 950 West Bannock Street, Suite 210, Boise, ID 83702
MFW's total headcount is approximately 310 employees, a significant portion of whom are in engineering and product development roles. In addition, MFW utilizes approximately 25 independent contractors in product development capacities, as discussed further in Section III(C) below.
B. Ownership and Chain of Title
1. General IP Ownership Representations
MFW represents, through its counsel at HKA and through the IP asset schedules provided in the VDR, that it owns all right, title, and interest in and to the Platform software, including all source code, object code, documentation, user interfaces, and related materials, subject to third-party components licensed under open-source or commercial licenses as described in Sections VII and VIII below. MFW further represents that it has not granted any exclusive licenses, liens, or encumbrances with respect to its proprietary software IP, and that no third party has any ownership interest in the Platform software other than as reflected in standard third-party license arrangements.
These representations will need to be confirmed and formalized through the IP representations and warranties in the SPA, supported by appropriate disclosure schedules identifying all exceptions.
2. Employee IP Assignment Agreements
Our review of employment agreements and offer letters for current MFW employees indicates that the Company has generally utilized a standard-form employment agreement containing the following IP-related provisions:
• Invention Assignment. An assignment of all inventions, works of authorship, software, designs, and other intellectual property created by the employee during the course of employment or using Company resources.
• Work-for-Hire. A provision designating all works created by the employee within the scope of employment as "works made for hire" within the meaning of the Copyright Act, 17 U.S.C. § 101 et seq.
• Confidentiality. Non-disclosure obligations covering proprietary information, trade secrets, and confidential business information, with post-employment survival provisions.
• Non-Solicitation. Provisions restricting solicitation of Company employees and customers for a period of twelve (12) months following termination of employment.
Specific to the co-founders, the employment agreements for Garrett Holliday and Diana Vasquez-Park, each effective January 1, 2023 (which appear to have been entered into at the time of a corporate restructuring), contain comprehensive IP assignment provisions confirming the assignment to MFW of all IP created by each co-founder during the period of their engagement with the Company, including prior to the effective date of such agreements. These retroactive assignment provisions appear to be supported by adequate consideration in the form of continued employment, equity grants, and other benefits. However, we note that the enforceability of retroactive assignments may depend on whether the assignor held valid title to the relevant IP at the time of assignment — an issue that intersects with the contractor assignment gap discussed below.
Additionally, the MFW 2016 Stock Incentive Plan award agreements include IP assignment clauses applicable to option holders, providing a supplemental layer of IP assignment coverage for employees who have received equity awards.
3. Key Issue — Former Contractor IP Assignment Gaps
This is the most significant IP issue identified in the diligence review to date.
Diligence has identified that three (3) former independent contractors engaged by MFW during the 2015–2016 period — a critical early stage of Platform development — appear not to have executed written IP assignment agreements covering their contributions to the MFW Platform. The identities of these contractors have been confirmed through review of MFW's accounts payable records, 1099-MISC filings for 2015 and 2016, and informal notes and email correspondence located in the VDR. The three contractors are:
(a) Contractor A — Engaged approximately June 2015 through March 2016. Based on available records and CTO representations, Contractor A contributed to the development of the route optimization engine, including foundational algorithmic logic for multi-stop route planning.
(b) Contractor B — Engaged approximately August 2015 through December 2015. Based on available records and CTO representations, Contractor B contributed to the initial ELD compliance module, including data parsing and HOS calculation functions.
(c) Contractor C — Engaged approximately January 2016 through July 2016. Based on available records and CTO representations, Contractor C contributed to both the route optimization engine and the Platform's early-stage data analytics infrastructure.
MFW's files for the 2015–2016 period reflect informal consulting arrangements with these individuals. No executed Contractor IP Assignment Agreements, Work-for-Hire Agreements, Consulting Agreements with IP assignment provisions, or similar instruments have been located in the VDR or produced by HKA with respect to any of the three contractors. HKA has confirmed that, following a thorough review of MFW's records, no such agreements have been identified.
Legal Analysis. Under the Copyright Act of 1976, as amended, copyright in a work vests initially in the author of the work. 17 U.S.C. § 201(a). In the case of a "work made for hire," the employer or commissioning party is considered the author. 17 U.S.C. § 201(b). A "work made for hire" is defined as either: (i) a work prepared by an employee within the scope of his or her employment; or (ii) a work specially ordered or commissioned for use as one of nine enumerated categories of works, if the parties expressly agree in a signed written instrument that the work shall be considered a work made for hire. 17 U.S.C. § 101.
Software and computer code do not fall within any of the nine enumerated categories of specially commissioned works eligible for work-for-hire treatment under the Copyright Act. See Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989); see also Aymes v. Bonelli, 980 F.2d 857 (2d Cir. 1992). Accordingly, works created by independent contractors cannot qualify as works made for hire solely by virtue of a written agreement, and a separate written assignment of copyright is required to transfer ownership from the contractor to the commissioning party. 17 U.S.C. § 204(a) (requiring a signed writing for the transfer of copyright ownership).
Absent a written assignment, copyrightable works created by the three former independent contractors are generally owned by the respective contractor, not by MFW. This gap creates a potential defect in MFW's chain of title to portions of its core Platform software, specifically with respect to the route optimization engine and the initial ELD compliance module — two modules that are material to the Platform's functionality and competitive differentiation.
We note that, even in the absence of a written assignment, MFW may possess an implied nonexclusive license to use the code created by the contractors, based on the fact that the code was created for MFW's use and benefit and MFW has been utilizing the code in its Platform since 2015–2016. See Effects Assocs., Inc. v. Cohen, 908 F.2d 555, 558 (9th Cir. 1990) (recognizing an implied nonexclusive license where a work is created at the hiring party's instance and expense). However, an implied nonexclusive license is not equivalent to ownership and would not: (a) prevent the contractor from licensing the same code to a competitor of MFW; (b) entitle MFW to create derivative works from the code (depending on the scope of the implied license); or (c) permit MFW to make the representations of IP ownership contemplated in the SPA.
Status of Remediation Efforts. HKA has indicated in correspondence dated February 24, 2026 that MFW has initiated efforts to locate and contact the three former contractors to obtain retroactive IP assignment agreements. As of the date of this memorandum, no executed retroactive assignments have been produced, and HKA has not confirmed whether contact has been successfully established with any of the three individuals. We understand that the passage of time (approximately ten years since the engagements concluded) may complicate these efforts.
Recommendations:
(1) Retroactive Assignments. Obtain fully executed retroactive IP assignment agreements from each of the three former contractors prior to signing of the SPA or, at a minimum, prior to closing. The retroactive assignments should be in a form satisfactory to C&H and should cover all intellectual property, including copyrights, trade secrets, and all other rights in and to the work product created by each contractor during the applicable engagement period. Adequate consideration should be provided for each assignment (e.g., a one-time payment) to support enforceability.
(2) Seller Special Indemnity. If retroactive assignments cannot be obtained prior to closing, negotiate specific indemnification coverage in the SPA in the form of a seller special indemnity for losses arising from any third-party claim by or relating to any of the three former contractors asserting ownership or other rights in the Platform software or any component thereof. This special indemnity should survive for a period longer than the general indemnification survival period and should not be subject to the general indemnification basket or cap.
(3) R&W Insurance Coverage. Assess whether the representations and warranties insurance policy to be obtained from Atlas Meridian Underwriters Ltd. (proposed policy limit of $35,000,000) would cover losses arising from IP ownership claims, including claims by the three former contractors. IP ownership representations are frequently subject to exclusions or sub-limits in R&W policies. Coordinate with Trident Peak Insurance Brokers Inc. (account executive Megan Forsythe) to ensure that any such exclusions are negotiated or, at minimum, that the scope of any exclusion is clearly understood and factored into the risk allocation framework.
(4) CTO Scoping Memo. Request that MFW's CTO, Diana Vasquez-Park, provide a detailed written description (under oath or certification, if feasible) of the specific modules, features, and lines of code contributed by each of the three contractors, in order to scope the exposure and determine the extent to which the contributed code remains in the current version of the Platform.
(5) Code Supersession Analysis. Evaluate whether the code contributed by the three contractors during 2015–2016 has been substantially rewritten, refactored, or superseded in subsequent Platform versions. If the contributed code has been largely or entirely replaced by independently developed code, the practical risk of the assignment gap would be materially mitigated, even if the legal exposure remains. This analysis should be informed by the CTO scoping memo referenced in recommendation (4) above and, if necessary, by engagement of a third-party technical consultant.
C. Employee and Current Contractor IP Assignments
1. Current Employees
MFW's current employee base consists of approximately 310 individuals. Our review of a representative sample of employment agreements and offer letters indicates that the Company has generally maintained consistent use of its standard-form employment agreement containing IP assignment provisions for employees hired after approximately 2017. The standard form in use since 2017 includes comprehensive invention assignment, work-for-hire, and confidentiality provisions that appear to be enforceable under applicable state law.
However, with respect to employees hired prior to 2017, our review of the available records is less complete. Certain employee files for pre-2017 hires do not contain executed IP assignment agreements, and it is unclear whether all employees who pre-date the 2017 standardization of the Company's employment agreement template have executed updated IP assignment agreements on the current form or an equivalent. We understand from HKA that MFW undertook an initiative in late 2017 to have all existing employees execute updated agreements, but we have not been able to independently verify the completeness of that initiative based on the materials available in the VDR.
Recommendation: Confirm that all current employees who pre-date 2017 have executed updated IP assignment agreements, either as standalone documents or as part of amended employment agreements. MFW should produce a complete roster of pre-2017 employees with confirmation of IP assignment agreement status for each individual.
2. Current Independent Contractors
MFW utilizes approximately twenty-five (25) independent contractors in product development roles, including software engineers, QA testers, and UX designers. Our review of a sample of current contractor agreements (approximately eight agreements reviewed to date) indicates that MFW has implemented a standard contractor agreement containing IP assignment provisions, including: (a) an assignment of all intellectual property created by the contractor in the performance of services for MFW; (b) a work-for-hire designation (to the extent applicable); and (c) confidentiality obligations.
We note that the enforceability of the work-for-hire designation in contractor agreements is subject to the same limitations discussed in Section III(B)(3) above — namely, that software does not fall within the enumerated categories of specially commissioned works under 17 U.S.C. § 101. However, the separate IP assignment provision in the contractor agreement should be sufficient to transfer ownership of contractor-created works to MFW, provided the agreement is properly executed.
A separate issue exists with respect to independent contractor classification risk. As noted in the Employment and Benefits Due Diligence Memorandum (under separate preparation), certain of MFW's current independent contractors may be at risk of reclassification as employees under applicable federal and state employment laws. From an IP perspective, reclassification could actually have a favorable effect: if a contractor is reclassified as an employee, works created by that individual within the scope of employment would presumptively qualify as works made for hire under 17 U.S.C. § 201(b), potentially strengthening MFW's chain of title regardless of the presence or absence of a written assignment. Nevertheless, the classification risk presents other significant legal and financial exposure that is addressed in the employment diligence workstream.
Recommendation: Confirm that all twenty-five (25) current independent contractors in product development roles have executed IP assignment agreements on the current standard form. Verify that the agreements are complete, fully executed, and cover the full scope of each contractor's engagement.
IV. Trademarks
A. Registered Trademarks
MFW holds the following active trademark registrations with the United States Patent and Trademark Office:
All three registrations are held in the name of Meridian FleetWorks, Inc. and appear to be current and properly maintained, with all required maintenance filings (Sections 8 and 15 affidavits, as applicable) timely submitted. No pending renewal deadlines appear to be imminent within the next twelve (12) months.
We have confirmed through the USPTO's Trademark Electronic Search System ("TESS") that each registration remains in active/live status and that no cancellation or expungement proceedings are pending with respect to any of the registrations.
B. Unregistered / Common Law Marks
In addition to its registered trademarks, MFW uses a number of additional product names and feature names in connection with the Platform that do not appear to be the subject of federal trademark registrations. These include, among others, names used for the route optimization module, the ELD compliance tool, and the embedded payments feature. While these names may give rise to common law trademark rights based on MFW's use in commerce, common law rights are inherently limited in geographic scope and more difficult to enforce than federally registered marks.
Recommendation: Following closing, Solara should consider implementing a trademark registration strategy for key product and feature names to strengthen MFW's trademark portfolio and enhance its ability to enforce its brand rights.
C. Third-Party Trademark Issues
Our review has not identified any pending trademark opposition or cancellation proceedings involving MFW, either as plaintiff or respondent, before the Trademark Trial and Appeal Board or any federal court.
No cease-and-desist letters received by or sent by MFW relating to trademark matters have been produced in the VDR or disclosed by HKA. MFW's counsel has confirmed, informally, that the Company is not aware of any trademark disputes or potential conflicts.
A preliminary search of the USPTO database and relevant commercial trademark databases has not revealed any apparent conflicts between MFW's registered marks and third-party marks that would give rise to a likelihood of confusion concern. We note, however, that this preliminary search is not a substitute for a comprehensive trademark clearance search, which was not within the scope of this diligence engagement.
V. Domain Names
MFW owns the following key domain names, as identified in the VDR domain name schedule and confirmed through WHOIS records:
All domain names are registered in the name of Meridian FleetWorks, Inc. Domain registrations appear current and in good standing, with no imminent expiration dates within the next six (6) months.
Recommendation: Confirm that domain name registrations will not be disrupted by the change of control resulting from the Transaction. In a stock purchase structure, domain registrations held in the name of MFW should not be directly affected, as MFW will continue to exist as a legal entity post-closing. However, we recommend verifying the following: (a) auto-renewal settings are enabled for all key domains; (b) administrative and technical contact information associated with the domain registrations is current and will remain accessible to authorized MFW personnel post-closing; and (c) no domain registrar terms of service contain provisions that could be triggered by the Transaction or the change in ultimate beneficial ownership of MFW.
VI. Trade Secrets and Confidential Information
MFW's trade secret portfolio constitutes a significant component of the Company's overall IP assets. The Company's trade secrets include, but are not limited to, the following categories of proprietary information:
• Proprietary Algorithms. The route optimization algorithms, including multi-stop planning logic, real-time traffic integration, and fuel efficiency optimization models, represent core proprietary technology developed by MFW over the past decade.
• Driver Behavior Scoring Models. MFW has developed proprietary scoring models that analyze driver behavior data (e.g., acceleration, braking, speed, idle time) to generate safety and efficiency scores used by fleet managers.
• ELD Compliance Logic. The proprietary logic and data processing methodologies underlying MFW's ELD compliance module, which enables automated HOS tracking and regulatory reporting.
• Customer Data Analytics. MFW's proprietary data analytics capabilities, including dashboards, reporting tools, and predictive models built on aggregated fleet performance data.
• Source Code. The entirety of MFW's Platform source code, which is maintained in private repositories and is not publicly accessible.
MFW has implemented measures that appear reasonable under the circumstances to protect the confidentiality of its trade secrets and proprietary information, including the following:
(a) Contractual Protections. Confidentiality and non-disclosure provisions are included in employee employment agreements, independent contractor agreements, and agreements with third-party vendors and partners. The standard-form employment agreement includes post-employment confidentiality obligations that survive termination of the employment relationship.
(b) Technical Access Controls. MFW maintains restricted VPN access for remote employees and contractors, with role-based access controls ("RBAC") implemented for source code repositories. Source code is hosted in private Git repositories with access limited to authorized engineering personnel.
(c) Third-Party NDA Requirements. MFW requires non-disclosure agreements to be executed by third-party vendors, consultants, and business partners prior to disclosure of proprietary information.
The TerraLink Logistics, Inc. Strategic Partnership Agreement (dated March 15, 2022) contains mutual confidentiality provisions that protect MFW's proprietary data and algorithms shared with TerraLink in connection with the strategic partnership. The confidentiality obligations in the TerraLink Agreement survive termination of the agreement for a period of three (3) years.
The MFW–Brindoval Data Solutions LLC Cloud Hosting Agreement (dated September 1, 2023) includes data security and confidentiality provisions addressing MFW's proprietary software deployed on Brindoval's cloud infrastructure. The Brindoval Agreement includes provisions restricting Brindoval's access to and use of MFW's application-layer software and data, and requiring Brindoval to maintain industry-standard security measures (SOC 2 Type II compliance).
Recommendation: Confirm that MFW's trade secret protection measures remain adequate post-acquisition. In particular, verify that the stock purchase structure (as opposed to an asset purchase) does not trigger any contractual provisions in third-party agreements that could result in the disclosure, licensing, or diminished protection of MFW's proprietary information. Additionally, consider whether post-closing integration activities (e.g., migration to Solara's IT systems, sharing of proprietary information with Solara portfolio company personnel) could affect trade secret status, and implement appropriate protocols to maintain confidentiality.
VII. Third-Party Software Licenses (Commercial)
A. Overview
MFW licenses various third-party commercial software components that are incorporated into, integrated with, or used in connection with the operation of its Platform. The principal categories of third-party commercial software utilized by MFW include:
• Cloud Infrastructure Services. MFW's Platform is hosted on cloud infrastructure provided by Brindoval Data Solutions LLC pursuant to the Brindoval Agreement (dated September 1, 2023). The Brindoval Agreement has a three-year initial term expiring August 31, 2026, with automatic renewal for successive one-year periods thereafter unless terminated by either party upon ninety (90) days' prior written notice. Annual spend under the Brindoval Agreement is approximately $2,100,000.
• Mapping and Geolocation Services. MFW licenses commercial mapping and geolocation APIs from third-party providers for use in its route optimization and vehicle tracking modules.
• Payment Processing. MFW's embedded payments feature utilizes third-party payment processing APIs and SDKs for transaction processing, settlement, and compliance with Payment Card Industry Data Security Standard ("PCI DSS") requirements.
• Data Analytics Libraries. MFW licenses certain commercial data analytics and business intelligence libraries and tools used in its reporting and analytics modules.
• Development Tools and Infrastructure. Various commercial development tools, CI/CD pipeline services, monitoring and logging platforms, and other infrastructure software.
Our review of the commercial license agreements produced in the VDR indicates that these agreements are generally standard enterprise or SaaS license agreements with customary terms and conditions. No unusual restrictions on use, modification, or sublicensing have been identified that would materially affect MFW's ability to operate the Platform in the ordinary course of business post-closing. We note one exception: the TerraLink Agreement contains a change-of-control consent requirement that is addressed in detail in the Material Contracts Due Diligence Memorandum.
B. Assignment / Change of Control Provisions
A threshold question in any acquisition is whether third-party license agreements contain anti-assignment or change-of-control provisions that could be triggered by the Transaction. In a stock purchase structure, MFW remains the contracting party and the licensee under its third-party agreements; there is no assignment of the license agreements themselves. Many anti-assignment provisions are limited to prohibiting direct assignment of the agreement and do not restrict indirect changes of control. However, some agreements include broader provisions that treat a change of control of the licensee as an assignment or otherwise require consent upon a change of control.
Our preliminary review indicates the following:
• The majority of commercial software license agreements reviewed do not contain change-of-control consent provisions that would be triggered by the stock purchase structure of the Transaction.
• The Brindoval Cloud Hosting Agreement does not appear to contain a change-of-control consent requirement. The agreement focuses on anti-assignment provisions related to direct assignment of the agreement, and a stock purchase should not trigger those provisions. The initial term expires August 31, 2026, and the agreement auto-renews for one-year periods.
• As noted above, the TerraLink Agreement contains a change-of-control consent requirement that is under review in the Material Contracts Due Diligence Memorandum.
Recommendation: Complete the review of all third-party commercial license agreements for anti-assignment or change-of-control provisions. Prepare a comprehensive schedule identifying any agreements that contain such provisions and assess whether the stock purchase structure successfully avoids triggering consent requirements. For any agreements where a consent requirement may be triggered, coordinate with HKA to evaluate the process and timeline for obtaining required consents prior to closing.
VIII. Open-Source Software
A. Overview of Open-Source Usage
MFW utilizes open-source software ("OSS") components in its Platform, as is standard practice in modern SaaS software development. Open-source components are used across various layers of the Platform's technology stack, including web frameworks, data processing libraries, utility libraries, and infrastructure tools.
MFW has provided a partial software bill of materials ("SBOM") in the VDR identifying certain open-source components used in the Platform. The SBOM as provided lists approximately one hundred forty (140) open-source packages; however, MFW's CTO has acknowledged that the SBOM is incomplete and may not capture all transitive dependencies or recently added components. A complete and final SBOM has been requested and is among the outstanding items identified in Section XIV below.
B. License Types Identified
Preliminary review of the partial SBOM identifies the following categories of open-source licenses in use:
Permissive Licenses. The majority of open-source components identified in the SBOM appear to be licensed under permissive open-source licenses, including the MIT License, the Apache License 2.0, and various BSD licenses (2-Clause and 3-Clause). Permissive licenses impose minimal restrictions on the use, modification, and distribution of the licensed software and generally do not require disclosure or licensing of proprietary source code. Compliance with permissive licenses typically requires only retention of copyright notices and license texts, and, in some cases (e.g., Apache License 2.0), provision of a NOTICE file. Permissive licenses present low risk from an IP perspective.
Weak Copyleft Licenses. A small number of components identified in the SBOM are licensed under weak copyleft licenses, principally the GNU Lesser General Public License ("LGPL") versions 2.1 and 3.0. The LGPL permits the use of LGPL-licensed libraries in proprietary software, provided that the LGPL-licensed library is used in a manner that preserves the ability of end users to modify and replace the LGPL-licensed component — typically achieved through dynamic linking. Compliance with the LGPL requires that LGPL-licensed libraries not be statically linked with or otherwise incorporated into proprietary code in a manner that would trigger copyleft obligations on the proprietary code. Based on the limited technical information available, we have not been able to independently confirm whether all LGPL-licensed components are used in a manner consistent with these requirements.
Strong Copyleft Licenses. Diligence is ongoing to confirm whether any components licensed under strong copyleft licenses — principally the GNU General Public License ("GPL") versions 2.0 and 3.0 — have been incorporated into MFW's proprietary codebase. The GPL imposes "copyleft" or "viral" licensing obligations, meaning that any derivative work or work that is combined with GPL-licensed code in certain ways must itself be licensed under the GPL and made available in source code form. If GPL-licensed code has been improperly incorporated into MFW's proprietary Platform modules, it could potentially trigger an obligation to disclose or license MFW's proprietary source code under the GPL — an outcome that would be materially adverse to the value of MFW's IP assets.
The partial SBOM does not clearly identify any GPL-licensed components in the proprietary codebase, but the incompleteness of the SBOM and the absence of a formal OSS compliance program (discussed below) prevent us from concluding with confidence that no GPL risk exists.
C. Compliance Assessment
MFW does not appear to have a formal open-source software policy or compliance program. Diana Vasquez-Park has represented informally that the engineering team follows internal guidelines and best practices to avoid incorporation of strong copyleft code into proprietary modules, and that senior engineers review open-source usage during code review processes. However, no written OSS policy document, no formal approval workflow for OSS component selection, and no automated license scanning or compliance tooling have been produced in the VDR or described by HKA. The absence of a formal OSS compliance program increases the risk that GPL or other strong copyleft code may have been inadvertently incorporated into the proprietary codebase without detection.
Recommendations:
(1) Complete SBOM. Request a complete and final SBOM from MFW identifying all open-source components utilized in the Platform, including direct and transitive dependencies, specifying for each component: (a) the component name; (b) the version number; (c) the applicable open-source license; and (d) the manner of integration with the proprietary codebase (e.g., dynamically linked, statically linked, included in source form, etc.).
(2) Code Scan. Conduct a more detailed review or, preferably, engage a specialized third-party vendor to perform an automated code scan (using tools such as Crestline Health IT, Glenrock Systems, or Larkspur Data Systems) of MFW's source code repositories to confirm: (a) the completeness of the SBOM; (b) that no GPL or other strong copyleft code has been improperly incorporated into proprietary Platform modules; and (c) that all open-source components are used in compliance with their respective license terms. The cost and timeline for such a scan should be evaluated promptly given the March 15 diligence completion deadline.
(3) SPA Representations. Include a specific representation and warranty in the SPA that MFW has not used open-source software in a manner that would: (a) require disclosure, licensing, or distribution of MFW's proprietary source code; (b) grant any third party rights to MFW's proprietary technology; or (c) impose any restriction on MFW's ability to charge fees for or otherwise commercialize the Platform. This representation should be backed by a disclosure schedule listing all open-source components and their license types.
(4) Post-Closing Policy Implementation. Following closing, recommend that Solara cause MFW to implement a formal open-source software usage policy and compliance program, including: (a) a written policy governing the selection, approval, and use of open-source components; (b) integration of automated OSS license scanning tools into the CI/CD pipeline; (c) periodic audits of the open-source inventory; and (d) training for engineering personnel on OSS license compliance.
IX. Litigation and IP Disputes
Our review has not identified any pending or threatened litigation, arbitration, or administrative proceedings relating to intellectual property involving MFW, either as plaintiff or defendant. Specifically:
• No Patent Infringement Claims. No pending or threatened claims of patent infringement by or against MFW have been identified or disclosed.
• No Copyright Infringement Claims. No pending or threatened claims of copyright infringement by or against MFW have been identified or disclosed. We note, however, that the contractor assignment gap issue discussed in Section III(B)(3) above presents a latent risk of future copyright ownership claims by one or more of the three former contractors.
• No Trade Secret Misappropriation Claims. No pending or threatened claims of trade secret misappropriation by or against MFW have been identified or disclosed.
• No Trademark Infringement Claims. No pending or threatened claims of trademark infringement, dilution, or unfair competition by or against MFW have been identified or disclosed.
• No IP Indemnification Claims. No IP-related indemnification claims have been made by or against MFW under the Master Subscription Agreement or any other customer agreement. We note that the standard MFW Master Subscription Agreement includes a limited IP indemnification provision in favor of customers for third-party IP infringement claims arising from the customer's authorized use of the Platform. This is a market-standard provision in SaaS agreements and is not inherently problematic, provided that MFW's IP ownership and non-infringement representations are accurate.
• No IP-Related Government Investigations. No government investigations or inquiries relating to MFW's intellectual property have been identified or disclosed.
HKA has confirmed, through its written response to the Diligence Request List dated February 23, 2026, that MFW is not aware of any pending or threatened IP disputes, claims, or proceedings and that no IP-related litigation has been filed by or against the Company since its founding.
X. Patents
MFW does not currently hold any issued patents, whether utility, design, or plant patents, in the United States or any foreign jurisdiction. Additionally, MFW does not appear to have any pending patent applications before the USPTO or any foreign patent office.
Diana Vasquez-Park has indicated, through informal representations, that the Company has historically adopted a trade secret protection strategy rather than a patent protection strategy for its proprietary algorithms and technology. Ms. Vasquez-Park has stated that this decision was driven by cost considerations in the Company's early years and a belief that the rapid pace of software development made patent protection less valuable relative to maintaining secrecy and first-mover advantage.
While the absence of a patent portfolio does not in itself constitute a deficiency — many successful SaaS companies do not pursue patent protection — the lack of patents means that MFW's IP protection rests entirely on its trade secret protections, its copyrights in its software code (subject to the chain-of-title issues discussed in Section III(B)(3)), and its trademark registrations. This concentration of IP protection in trade secrets and copyrights increases the importance of ensuring robust trade secret protection measures and clean copyright ownership chains.
Recommendation: Following closing, Solara should consider whether a post-closing patent strategy should be evaluated for key innovations, particularly the route optimization algorithms and ELD compliance technology, to strengthen and diversify the IP portfolio. A patent landscape analysis could be conducted to identify patentable innovations and assess the feasibility and cost-effectiveness of filing patent applications.
XI. Data and Privacy Considerations (IP-Adjacent)
The following observations are noted for cross-reference to the Regulatory and Compliance Due Diligence Memorandum, which is being prepared separately and addresses privacy and data protection compliance in greater detail.
Privacy and Regulatory Compliance. MFW processes significant volumes of fleet GPS data and driver-behavior data in connection with its Platform services. This data processing activity implicates a range of federal and state privacy and data protection laws, including but not limited to: (a) the Illinois Biometric Information Privacy Act ("BIPA"), 740 ILCS 14/1 et seq., to the extent that MFW processes biometric identifiers or biometric information of drivers located in Illinois; (b) the California Consumer Privacy Act ("CCPA"), as amended by the California Privacy Rights Act ("CPRA"), Cal. Civ. Code § 1798.100 et seq., to the extent that MFW processes personal information of California residents; and (c) applicable federal regulations under the FMCSA relating to ELD data. Compliance with these laws is under separate review in the regulatory and compliance diligence workstream.
IP Implications of Data Processing. MFW's proprietary data models and analytics capabilities are trained on, and derive insights from, customer fleet data. This raises questions regarding ownership of derivative data and insights generated through MFW's processing of customer data. The Master Subscription Agreement's data rights provisions should be confirmed to: (a) appropriately allocate data ownership between MFW and its customers (i.e., customers retain ownership of their raw data, while MFW retains ownership of aggregated, anonymized, or derived data and analytical models); and (b) permit MFW's use of aggregated and anonymized data for product improvement, benchmarking, and other legitimate business purposes. These data rights provisions are foundational to MFW's ability to continue developing and improving its proprietary analytics capabilities post-closing.
Recommendation: Coordinate with the regulatory and compliance diligence workstream to ensure comprehensive coverage of data-related IP issues. In particular, confirm that the MSA's data rights provisions are adequate and that MFW has implemented appropriate data processing agreements and privacy notices consistent with applicable law. Any deficiencies identified in the regulatory diligence should be assessed for their potential impact on MFW's IP assets, including its trade secret portfolio and proprietary data analytics.
XII. Summary of Key Findings and Risk Items
The following table summarizes the key findings and risk items identified in this IP due diligence review:
XIII. Recommended SPA Provisions
Based on the findings set forth in this memorandum, we recommend that the Stock Purchase Agreement include the following IP-related provisions:
A. Comprehensive IP Representations and Warranties. The SPA should include a robust set of representations and warranties from the sellers and the Company covering the following subjects:
(i) Ownership of all material intellectual property, free and clear of liens, encumbrances, and adverse claims, other than as set forth in the IP disclosure schedules;
(ii) No infringement, misappropriation, or other violation by MFW of any third party's intellectual property rights;
(iii) No infringement, misappropriation, or other violation by any third party of MFW's intellectual property rights, to the knowledge of the Company;
(iv) Validity and enforceability of all registered trademarks and other registered IP;
(v) Compliance with all applicable open-source software licenses, including a representation that MFW has not used open-source software in a manner that would require disclosure, licensing, or distribution of MFW's proprietary source code;
(vi) Sufficiency of IP assignment agreements with all current and former employees and contractors, subject to disclosed exceptions relating to the three former contractors identified in Section III(B)(3);
(vii) No pending or threatened litigation, claims, or disputes relating to intellectual property;
(viii) Sufficiency of existing IP rights for the operation of the business as currently conducted; and
(ix) Compliance with all applicable laws relating to data privacy and data protection, to the extent such laws affect MFW's IP rights.
B. Specific Indemnification for Contractor Assignment Gap. If retroactive IP assignment agreements are not obtained from the three former contractors prior to closing, the SPA should include a specific indemnification obligation of the sellers (a "seller special indemnity") covering all losses, damages, costs, and expenses (including attorneys' fees) arising from any claim by or relating to any of the three former contractors asserting ownership, copyright, or other intellectual property rights in any portion of the Platform software or any component thereof. This special indemnity should:
(i) Survive for a period of not less than thirty-six (36) months following the closing date (or longer, if negotiable), which is longer than the general representation survival period;
(ii) Not be subject to the general indemnification basket or deductible;
(iii) Be subject to a separate cap that is adequate to cover the potential exposure (to be sized based on the CTO scoping memo and code supersession analysis); and
(iv) Be payable on a first-dollar, indemnity basis rather than on a contribution basis.
C. IP-Related Disclosure Schedules. The SPA disclosure schedules should include the following IP-related schedules:
(i) Schedule of all registered intellectual property (trademarks, domain names, and any future patent applications);
(ii) Schedule of material unregistered intellectual property;
(iii) Schedule of all open-source software components utilized in the Platform, including license types;
(iv) Schedule of all third-party commercial software licenses material to the operation of the Platform;
(v) Schedule of IP assignment agreement exceptions, including identification of the three former contractors and any other individuals for whom IP assignment agreements are missing or incomplete; and
(vi) Schedule of any known IP disputes, claims, or proceedings (expected to be blank based on current diligence findings).
D. Bring-Down Condition. The SPA should include a condition to closing requiring the accuracy of the IP representations and warranties as of the closing date (subject to customary materiality qualifiers), with a certificate delivered by the Company at closing confirming the accuracy of all representations and warranties.
E. Escrow and Survival Considerations. The proposed escrow fund of $17,500,000, to be held at Northgate Escrow Services LLC for an eighteen (18) month survival period, should be evaluated to determine whether it adequately covers IP-related exposure. In particular:
(i) If the contractor assignment gap remains unresolved at closing, consider whether a special escrow carve-out or holdback should be established to secure the seller special indemnity described in Section XIII(B) above;
(ii) Consider whether an extended survival period is warranted for IP representations (e.g., thirty-six (36) months rather than eighteen (18) months), given the nature of IP risks and the potential for delayed discovery of IP ownership or infringement issues; and
(iii) Evaluate whether the aggregate escrow amount is proportionate to the IP-related risk profile, taking into account that IP assets constitute the primary value driver of the $350,000,000 Transaction.