MEMORANDUM

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
TO: Andrew Fitzpatrick, Lead Associate, Calderwood & Harkness LLP
FROM: Naomi Petersen, Associate, Calderwood & Harkness LLP
DATE: February 26, 2026
RE: Real Estate and Lease Due Diligence Review — Meridian FleetWorks, Inc. (Project Trident)
MATTER NO.: 1041-00004
ENGAGEMENT REFERENCE: 1041-00004
This memorandum is a privileged and confidential attorney work product prepared in connection with the representation of Solara Fleet Holdings LLC and its affiliates. It is intended solely for the use of the addressee and other members of the Project Trident deal team at Calderwood & Harkness LLP. Distribution or disclosure to any person outside of the deal team, including the client, should not occur without prior approval from the supervising partner. This memorandum is subject to the attorney-client privilege and the attorney work product doctrine.
I. Executive Summary
This memorandum summarizes the findings of my review of all real property interests held or used by Meridian FleetWorks, Inc. ("MFW" or the "Company") in connection with the proposed acquisition (the "Transaction") by Solara Fleet Holdings LLC ("Buyer"), a wholly-owned subsidiary of Solara Fund III, LP ("Solara"), of one hundred percent (100%) of the issued and outstanding shares of capital stock of MFW for an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price"). The Transaction is structured as a stock purchase.
The scope of this review encompasses all documents uploaded to the Project Trident virtual data room hosted on the Thackeray Solutions platform (the "VDR") relating to MFW's real property interests, including lease agreements, amendments thereto, landlord correspondence, certificates of insurance, and related ancillary materials. The documents reviewed are catalogued in Appendix B hereto by Thackeray Solutions reference number.
Key Findings. Based on my review, MFW does not own any real property, whether directly or through any subsidiary, affiliate, or special purpose vehicle. The Company's real property footprint consists exclusively of three (3) commercial office leases across three states:
(a) McLean, Virginia — Headquarters (approximately 15,000 rentable square feet; $630,000 per annum);
(b) Austin, Texas — Engineering and product development office (approximately 8,500 rentable square feet; $323,000 per annum); and
(c) Boise, Idaho — Engineering and customer support office (approximately 4,000 rentable square feet; $88,000 per annum).
The combined annual base rent obligation across all three locations is approximately $1,041,000. MFW's total leased square footage is approximately 27,500 square feet.
Key Issues. The principal issues identified in this review are as follows:
(a) Change-of-Control and Assignment Provisions. Each lease must be reviewed carefully to determine whether it contains a "change of control" or "deemed assignment" provision that would treat the stock purchase by Buyer as an assignment or transfer requiring the prior written consent of the applicable landlord. As discussed in greater detail in Section III and Section IV below, the Transaction is structured as a stock purchase, meaning that MFW will continue to exist as the same legal entity post-closing. However, many modern commercial leases define a transfer of a controlling interest in the tenant entity as a deemed assignment, and such provisions are generally enforceable. This is the most significant lease-related diligence issue and is flagged for resolution prior to closing.
(b) Renewal Options and Remaining Term. The remaining terms of MFW's three leases range from approximately eleven (11) months (Boise) to approximately three (3) years and four (4) months (McLean) from the assumed closing date of April 30, 2026. The Boise and Austin leases, in particular, have near- to medium-term expirations that Solara should factor into post-acquisition integration and budgetary planning. The availability and terms of any renewal options are being confirmed.
(c) Absence of Material Lease-Related Liabilities. Subject to the open diligence items described in Section VI below, no material lease-related liabilities, defaults, disputes, or pending litigation involving any of MFW's landlords have been identified in the VDR materials reviewed to date.
I note that this diligence review is ongoing and that certain items remain open as of the date hereof, as detailed in Section VI. All open items are subject to the buyer's diligence completion deadline of March 15, 2026, as established in the executed Letter of Intent dated February 18, 2026 (Reference: LOI-MFW-2026-0218). I recommend that we prioritize the open items identified herein to ensure timely resolution in advance of that deadline.
II. Summary of Real Property Interests
A. Confirmation — No Owned Real Property
Based on my review of the VDR materials and the representations made by MFW's counsel, Hawthorne Kinsey & Alcott LLP ("HKA"), in connection with the diligence process, I can confirm that MFW does not own any real property, whether directly or through any subsidiary, affiliate, or special purpose vehicle. No deeds, mortgages, deeds of trust, title insurance policies, surveys, or real property tax records reflecting any fee simple or other ownership interest by MFW in real property were identified in the VDR. Additionally, no evidence was found suggesting that MFW holds any ground leases or other interests in real property that would be characterized as ownership interests for accounting or legal purposes.
All of MFW's office locations are occupied under commercial lease agreements, as described below.
B. Overview Table of Leased Properties
The following table provides a high-level summary of MFW's three leased office locations:
Aggregate Figures:
•  Total Leased square Footage: Approximately 27,500 rentable square feet.
•  Total Aggregate Annual Base Rent: Approximately $1,041,000.
•  Total MFW Headcount (All Offices): Approximately 310 employees across all three locations.
The lease commencement dates for each location remain to be confirmed from the underlying lease documents, which have been requested from MFW's counsel. Specific commencement dates are relevant to the calculation of escalation schedules, any free-rent periods, and the determination of whether tenant improvement allowances have been fully amortized.
III. Detailed Lease Review
A. McLean, Virginia — Headquarters
1. Parties and Premises
The McLean, Virginia office serves as MFW's principal executive office and corporate headquarters. The material terms of the lease are summarized below:
•  Landlord: Westpark Corporate Center LP, a Virginia limited partnership (the "McLean Landlord").
•  Tenant: Meridian FleetWorks, Inc.
•  Premises: Suite 600, 8750 Westpark Drive, McLean, Virginia 22102.
•  Size: Approximately 15,000 rentable square feet on the sixth floor of the Westpark Corporate Center building.
•  Primary Use: The McLean office houses MFW's executive management team, including Chief Executive Officer Garrett Holliday and Chief Financial Officer Marcus Trahan, as well as the Company's sales operations, business development, human resources, finance and accounting, and general administrative functions. This is MFW's largest and most operationally significant location.
The Westpark Corporate Center is a Class A office building located in the Tysons Corner / McLean submarket of Fairfax County, Virginia. The building is situated near the intersection of Interstate 495 (the Capital Beltway) and Westpark Drive, with proximity to the Tysons Corner Metro stations on the Silver Line. The location is consistent with MFW's profile as a government-adjacent fleet management technology provider, given the proximity to federal agencies and defense contractors headquartered in the Northern Virginia corridor.
2. Term and Rent
•  Lease Expiration: June 30, 2029. This provides approximately three (3) years and two (2) months of remaining term from the assumed closing date of April 30, 2026, making this the longest remaining lease in MFW's portfolio and the most operationally critical from a continuity perspective.
•  Base Rent: $42.00 per rentable square foot per annum, totaling $630,000 per year, or $52,500 per month. The per-square-foot rent is generally consistent with prevailing market rates for Class A office space in the Tysons Corner / McLean submarket, which have ranged from approximately $38.00 to $48.00 per square foot in recent quarters depending on building quality, floor height, and concession packages.
•  Rent Escalation Provisions: The rent escalation schedule remains to be confirmed from the lease document. For commercial leases in this submarket, annual escalators of 2.5% to 3.0% are typical. If the lease contains fixed annual escalators, the aggregate rent obligation over the remaining term will be modestly higher than the straight-line projection set forth in Section IV.C below. This is flagged as an open diligence item.
•  Additional Rent / Operating Expense Pass-Throughs: The structure of MFW's obligation for its proportionate share of common area maintenance charges ("CAM"), real property taxes, and building insurance premiums (collectively, "Operating Expenses") remains to be confirmed. Leases in this market are typically structured as "full service gross" or "modified gross" leases with a base-year stop, meaning that the tenant pays its proportionate share of increases in Operating Expenses above the base-year amount. This is flagged as an open diligence item.
•  Security Deposit: The amount of any security deposit held by the McLean Landlord remains to be confirmed from the lease. Security deposits are relevant to the net working capital analysis and should be reflected as a current asset on MFW's balance sheet if material.
3. Renewal Options
The existence, number, and terms of any renewal options under the McLean lease remain to be confirmed. It is common for commercial leases of this size and duration in the Tysons/McLean market to include one or two five-year renewal options, typically at the then-prevailing fair market rental rate (or, in some cases, at a specified fixed rate or capped escalation). If the lease contains renewal options, the following items should be confirmed:
(a) The number of renewal option periods and the duration of each;
(b) The rental rate applicable during each renewal term (whether fair market value, a fixed rate, or a specified formula);
(c) The notice period required for exercise of each renewal option (typically nine to twelve months prior to the expiration of the then-current term); and
(d) Whether any option exercise deadlines have already passed or will pass prior to the closing date.
The existence of a renewal option at the McLean headquarters is of particular importance to Buyer, as it provides optionality regarding long-term occupancy of the principal executive office beyond the current expiration date of June 30, 2029.
4. Assignment and Change-of-Control Provisions
This is the most significant analytical issue with respect to the McLean lease in the context of the Transaction, and the analysis set forth below applies with equal force to each of MFW's three leases.
Analytical Framework. The proposed Transaction is structured as a stock purchase, pursuant to which Buyer will acquire one hundred percent (100%) of the issued and outstanding shares of capital stock of MFW. In a stock purchase, the tenant entity — MFW — continues to exist as the same legal entity following closing. There is no transfer or assignment of the leasehold interest per se; the lease remains in the name of the same corporate tenant. Consequently, a standard anti-assignment clause that merely prohibits the tenant from assigning its interest in the lease or subletting the premises would not, standing alone, be triggered by a stock purchase transaction.
However, many modern commercial leases — and particularly those drafted by sophisticated landlords or institutional landlord counsel — contain "change of control" or "deemed assignment" provisions. These provisions define "assignment" or "transfer" broadly to include any direct or indirect change in the ownership, control, or management of the tenant entity. Typical formulations include:
(a) Any transfer of more than fifty percent (50%) of the voting or ownership interests in the tenant entity (whether in a single transaction or a series of related transactions);
(b) Any merger, consolidation, or reorganization of the tenant entity;
(c) Any change in the identity of the person or entity that controls the day-to-day management of the tenant entity; or
(d) Any transfer of all or substantially all of the assets of the tenant entity.
If the McLean lease contains such a change-of-control provision, the acquisition of 100% of MFW's shares by Buyer would constitute a deemed assignment requiring the McLean Landlord's prior written consent.
Virginia Law Considerations. Under Virginia law, anti-assignment provisions in commercial leases are generally enforceable as written. Virginia courts have upheld landlord consent requirements in the context of both direct assignments and deemed assignments arising from changes in control of corporate tenants. See, e.g., Julian v. Christopher, and related Virginia Supreme Court precedent regarding the enforceability of consent-to-assignment clauses. Unless the lease contains an express provision requiring the landlord to act reasonably in considering consent requests, Virginia law does not impose a default obligation of reasonableness on a landlord's decision to withhold consent.
Exceptions to Review. In reviewing the McLean lease, I will specifically look for the following common exceptions to change-of-control consent requirements:
(a) Affiliate Transfers: Some leases exempt transfers to affiliates of the tenant entity (e.g., transfers to a parent, subsidiary, or entity under common control). This exception would not apply here, as Buyer is not currently an affiliate of MFW.
(b) Net Worth Thresholds: Some leases provide that landlord consent is not required for a change of control if the tenant entity (or its successor or controlling entity) maintains a net worth at or above a specified threshold following the transaction. If such a provision exists, Solara's financial capacity may satisfy this requirement.
(c) Publicly Traded Entity Exception: Some leases exempt changes in ownership arising from the trading of shares on a public securities exchange. This exception would not apply, as MFW is a privately held corporation.
Recapture Rights. I will also review whether the McLean lease grants the McLean Landlord a "recapture right" — that is, the right to terminate the lease and take back the premises upon receiving notice of a proposed assignment or change of control. Recapture rights, if present, represent a significant risk, as the landlord could elect to terminate the lease rather than consent to the Transaction, potentially displacing MFW from its principal executive office.
Recommendation. If the McLean lease contains a change-of-control provision that would be triggered by the stock purchase, I recommend that we (i) add the McLean Landlord's consent to the preliminary closing checklist, (ii) coordinate with HKA to initiate the consent process promptly, and (iii) consider requesting a landlord estoppel certificate concurrently with the consent request, as discussed in Section IV.B below. Given the financial materiality and operational significance of the McLean headquarters, obtaining this consent should be treated as a high-priority item.
5. Subletting Provisions
Based on my review of the VDR materials, there is no indication that MFW has entered into any sublease, license to occupy, or other arrangement granting any third party the right to use or occupy any portion of the McLean premises. I will confirm this with HKA as part of the outstanding diligence requests. The McLean lease likely contains restrictions on subletting, and any sublease would typically require landlord consent. No sublease-related documents were identified in the VDR.
6. Other Notable Provisions
The following additional provisions of the McLean lease are noted for completeness and will be reviewed in detail upon receipt of the complete lease document and all amendments:
•  Permitted Use: The McLean lease likely restricts the use of the premises to general office purposes. MFW's use of the premises for executive management, sales, and administrative functions is consistent with typical permitted use clauses for Class A office space. I will confirm that no specific use restrictions could be implicated by Buyer's post-closing operations.
•  Insurance Requirements: Commercial office leases in the McLean/Tysons market typically require the tenant to maintain commercial general liability insurance (minimum limits of $1,000,000 per occurrence / $2,000,000 aggregate), commercial property or contents insurance, workers' compensation insurance, and, in some cases, umbrella/excess liability coverage. I will review MFW's compliance with these requirements as part of the insurance diligence workstream.
•  Default and Cure Provisions: I will review the events constituting a default under the lease (typically, failure to pay rent, breach of covenants, bankruptcy of the tenant, and unauthorized assignment) and the applicable notice and cure periods. Standard cure periods for monetary defaults are typically five to ten days after notice; non-monetary defaults typically allow thirty days.
•  Subordination, Non-Disturbance, and Attornment ("SNDA") Agreements: I will confirm whether an SNDA agreement is in place between MFW and any mortgagee or ground lessor of the building. An SNDA provides the tenant with non-disturbance protection in the event of a foreclosure or other lender action against the building owner, which is relevant to the security of MFW's leasehold interest.
•  Pending Disputes or Defaults: No evidence of pending disputes, landlord default notices, tenant default notices, or threatened litigation relating to the McLean lease was identified in the VDR. This will be confirmed via landlord estoppel and through representations in the Stock Purchase Agreement.
•  Co-Tenancy Requirements: I will review whether the lease contains any co-tenancy requirements that condition MFW's obligations on the occupancy of other tenants in the building.
B. Austin, Texas Office
1. Parties and Premises
The Austin, Texas office houses MFW's engineering and product development operations and is the Company's second-largest location by headcount and square footage.
•  Landlord: Brazos Tower Management LLC, a Texas limited liability company (the "Austin Landlord").
•  Tenant: Meridian FleetWorks, Inc.
•  Premises: Suite 1400, 301 Congress Avenue, Austin, Texas 78701.
•  Size: Approximately 8,500 rentable square feet on the fourteenth floor of the Brazos Tower building.
•  Primary Use: The Austin office houses MFW's engineering and product development teams. MFW co-founder and Chief Technology Officer Diana Vasquez-Park, who resides in Austin, Texas, is based at this location and oversees product development operations from this office. The Austin office is therefore of particular operational significance to MFW's technology and product roadmap.
The Brazos Tower is located in downtown Austin on Congress Avenue, a premier office corridor in the Austin central business district. The building is well-situated relative to Austin's technology sector workforce and is accessible via public transportation and major highways. The location is consistent with MFW's strategy of maintaining an Austin presence to attract and retain engineering talent in a competitive labor market.
2. Term and Rent
•  Lease Expiration: December 31, 2027. This provides approximately one (1) year and eight (8) months of remaining term from the assumed closing date of April 30, 2026.
•  Base Rent: $38.00 per rentable square foot per annum, totaling $323,000 per year, or approximately $26,917 per month. The per-square-foot rent is within the range of prevailing market rates for Class A office space in the Austin central business district, which have generally been in the range of $35.00 to $50.00 per square foot in recent quarters.
•  Rent Escalation Provisions: The rent escalation schedule remains to be confirmed from the lease document. This is flagged as an open diligence item.
•  Additional Rent / Operating Expense Pass-Throughs: The structure of MFW's proportionate share obligation for Operating Expenses remains to be confirmed. Texas commercial office leases are commonly structured as modified gross or full-service gross leases. This is flagged as an open diligence item.
•  Security Deposit: The amount of any security deposit held by the Austin Landlord remains to be confirmed.
3. Renewal Options
The existence and terms of any renewal options under the Austin lease remain to be confirmed from the lease document. Given that the Austin lease expires on December 31, 2027 — only approximately twenty (20) months after the assumed closing date — renewal options are of heightened importance. If the lease includes a renewal option, we will need to confirm:
(a) The duration of the renewal term or terms;
(b) The rental rate applicable during each renewal term;
(c) The notice period and deadline for exercise; and
(d) Whether any exercise deadline has already passed or will pass in the near term.
If no renewal option exists, or if the exercise deadline has already lapsed, Solara should be prepared to negotiate a lease extension directly with the Austin Landlord following closing, or to evaluate alternative office space in the Austin market. Given that CTO Diana Vasquez-Park is based at this location and the Austin office is integral to MFW's engineering and product development capabilities, continuity of the Austin operations is an important consideration for post-acquisition planning.
I recommend flagging this item specifically for the attention of the Solara deal team, including Claire Nakamura and Viktor Sorensen, in connection with post-acquisition integration planning.
4. Assignment and Change-of-Control Provisions
The same analytical framework described in Section III.A.4 above applies to the Austin lease. The key question is whether the Austin lease contains a change-of-control or deemed-assignment provision that would treat the acquisition of 100% of MFW's shares by Buyer as an assignment requiring the Austin Landlord's prior written consent.
Texas Law Considerations. Under Texas law, anti-assignment and change-of-control provisions in commercial leases are generally enforceable. The Texas Property Code does not impose a default obligation of reasonableness on a landlord's decision to withhold consent to an assignment unless the lease expressly provides otherwise. Texas courts have generally upheld landlord consent requirements as written, subject to the general principles of good faith and fair dealing. See Tex. Prop. Code Ann. § 91.005 and related case law.
As with the McLean lease, I will review the Austin lease for any exceptions to the consent requirement, including affiliate transfer exceptions, net worth thresholds, or other carve-outs.
Recommendation. If the Austin lease contains a change-of-control provision that would be triggered by the stock purchase, I recommend adding the Austin Landlord's consent to the closing checklist and initiating the consent process in coordination with HKA. Given the medium-term expiration of the Austin lease, the landlord consent process may also be an opportunity to explore preliminary renewal discussions.
5. Subletting Provisions
Based on my review of the VDR materials, there is no indication that MFW has entered into any sublease, license to occupy, or other arrangement granting any third party the right to use or occupy any portion of the Austin premises. This will be confirmed with HKA.
6. Other Notable Provisions
The following additional provisions will be reviewed upon receipt of the complete Austin lease document:
•  Permitted Use: Expected to be limited to general office use. MFW's use for engineering and product development operations is consistent with typical permitted use clauses.
•  Insurance Requirements: To be reviewed for compliance with MFW's current insurance program.
•  Default and Cure Provisions: Standard default events and cure periods to be confirmed.
•  SNDA Agreements: To be confirmed whether an SNDA is in place with any mortgagee of the Brazos Tower building.
•  Pending Disputes or Defaults: No evidence of pending disputes or defaults was identified in the VDR.
C. Boise, Idaho Office
1. Parties and Premises
The Boise, Idaho office is MFW's smallest location and houses a portion of the Company's engineering and customer support operations.
•  Landlord: Clearwater Realty Holdings Inc., an Idaho corporation (the "Boise Landlord").
•  Tenant: Meridian FleetWorks, Inc.
•  Premises: Suite 210, 950 West Bannock Street, Boise, Idaho 83702.
•  Size: Approximately 4,000 rentable square feet on the second floor.
•  Primary Use: The Boise office houses MFW engineering personnel and customer support staff. This location supports the Company's broader engineering operations, which are primarily led from the Austin office, and provides a customer-facing support function.
The Boise office is located in downtown Boise on West Bannock Street, a central commercial corridor in the city's downtown core. Boise has emerged as a growing secondary technology market with competitive labor costs relative to coastal markets, which likely influenced MFW's decision to establish an engineering and support presence in this location.
2. Term and Rent
•  Lease Expiration: March 31, 2027. This provides approximately eleven (11) months of remaining term from the assumed closing date of April 30, 2026. This is the shortest remaining lease term of MFW's three offices and represents the most immediate post-closing real estate decision point for Buyer.
•  Base Rent: $22.00 per rentable square foot per annum, totaling $88,000 per year, or approximately $7,333 per month. The per-square-foot rent is consistent with prevailing market rates for Class B office space in the Boise downtown market, which have generally ranged from approximately $18.00 to $26.00 per square foot.
•  Rent Escalation Provisions: To be confirmed from the lease document.
•  Additional Rent / Operating Expense Pass-Throughs: To be confirmed. Boise commercial leases are commonly structured as modified gross or triple-net leases, depending on the property type.
•  Security Deposit: To be confirmed.
3. Renewal Options
Given the near-term expiration of the Boise lease (less than eleven months post-closing), the existence, terms, and status of any renewal options are of critical importance. Specifically:
(a) If the lease contains a renewal option, we need to confirm the notice period and exercise deadline. If the exercise deadline falls before the closing date, MFW may need to exercise the option prior to closing (with Buyer's consent under the pre-closing covenants of the Stock Purchase Agreement) to preserve optionality.
(b) If the lease contains a renewal option with a notice deadline falling after closing but before the lease expiration, Buyer will need to evaluate promptly after closing whether to exercise the renewal option.
(c) If the lease does not contain a renewal option, or if any such option has already lapsed, Buyer should consider whether to (i) negotiate a direct extension with the Boise Landlord, (ii) relocate the Boise operations to alternative space in the Boise market, or (iii) consolidate the Boise operations into the McLean or Austin offices.
This item should be flagged promptly for the attention of the Solara deal team in connection with post-acquisition integration planning. The decision regarding the Boise office will need to be made within the first several months following closing.
4. Assignment and Change-of-Control Provisions
The same analytical framework described in Sections III.A.4 and III.B.4 above applies to the Boise lease. The key question is whether the Boise lease contains a change-of-control or deemed-assignment provision that would be triggered by the stock purchase.
Idaho Law Considerations. Under Idaho law, anti-assignment provisions in commercial leases are generally enforceable as written. Idaho courts have not, to my knowledge, adopted a default rule requiring landlords to act reasonably in withholding consent to assignments, absent an express contractual provision to that effect. The enforceability analysis under Idaho law is therefore substantially similar to the analysis under Virginia and Texas law.
Practical Considerations. Given the short remaining term of the Boise lease (approximately eleven months from the assumed closing date), the practical significance of a change-of-control consent requirement is somewhat diminished. However, failure to obtain a required consent could expose MFW to a technical default under the lease, potentially entitling the Boise Landlord to terminate the lease, accelerate rent, or pursue other remedies. Even with only eleven months remaining, an unresolved default could disrupt operations and create unnecessary risk. Accordingly, if the Boise lease contains a change-of-control provision, landlord consent should still be obtained.
Recommendation. If consent is required, add to the closing checklist. The consent request may also be an opportunity to explore a short-term extension or month-to-month holdover arrangement with the Boise Landlord, depending on Buyer's post-closing plans for the Boise operations.
5. Subletting Provisions
Based on my review of the VDR materials, there is no indication that MFW has entered into any sublease, license to occupy, or other arrangement granting any third party the right to use or occupy any portion of the Boise premises. This will be confirmed with HKA.
6. Other Notable Provisions
The following additional provisions will be reviewed upon receipt of the complete Boise lease document:
•  Permitted Use: Expected to be limited to general office use. MFW's use for engineering and customer support operations is consistent with typical permitted use clauses.
•  Insurance Requirements: To be reviewed for compliance with MFW's current insurance program.
•  Default and Cure Provisions: Standard default events and cure periods to be confirmed.
•  SNDA Agreements: Less common in smaller office buildings, but to be confirmed.
•  Pending Disputes or Defaults: No evidence of pending disputes or defaults was identified in the VDR.
IV. Cross-Cutting Analysis
A. Change-of-Control Provisions — Summary and Risk Assessment
The following summarizes the change-of-control analysis applicable to all three of MFW's leases and provides a preliminary risk assessment for each location.
As noted in Section III above, the Transaction is structured as a stock purchase, meaning that MFW, the tenant entity, will continue to exist as the same legal entity following closing. There will be no direct transfer or assignment of any leasehold interest. However, many modern commercial leases — particularly those involving institutional landlords and their counsel — define a "transfer" or "assignment" to include any direct or indirect change in the ownership or control of the tenant entity. If any of MFW's leases contain such a provision, the acquisition of 100% of MFW's shares by Buyer would constitute a deemed assignment requiring landlord consent.
The consequences of failing to obtain a required consent could include:
(a) The landlord could declare a default under the lease, potentially triggering termination rights, late fees, or acceleration of rent;
(b) The landlord could exercise a recapture right (if one exists), terminating the lease and retaking possession of the premises;
(c) The landlord could use the absence of consent as leverage to renegotiate lease terms, including rent; and
(d) Any post-closing landlord claim based on an unconsented change of control could give rise to indemnification obligations under the Stock Purchase Agreement.
Preliminary Risk Assessment by Location:
These risk assessments are preliminary and will be updated upon receipt and review of the complete lease documents.
Comparison to Other Change-of-Control Provisions. For context, I note that the material contracts diligence workstream has separately identified a change-of-control consent requirement under the TerraLink Logistics, Inc. strategic partnership agreement, which is being tracked as a critical-path item by the deal team. While the lease-related consent requirements are generally less commercially sensitive than the TerraLink consent (given TerraLink's revenue significance to MFW's business), they should nonetheless be addressed systematically to avoid closing risk and post-closing disruption.
B. Landlord Estoppel Certificates
I recommend that we obtain landlord estoppel certificates from each of MFW's three landlords — Westpark Corporate Center LP, Brazos Tower Management LLC, and Clearwater Realty Holdings Inc. — prior to closing.
An estoppel certificate is a written statement from the landlord that confirms, as of the date of the certificate, the status of the lease and certain key facts regarding the tenant's occupancy and obligations. Estoppel certificates serve an important function in an acquisition context because they provide Buyer with direct confirmation from each landlord of the operative terms and condition of the lease, independent of the seller's representations. They also establish a baseline that estops the landlord from later claiming facts inconsistent with the certificate.
The estoppel certificates should be requested in a form that confirms the following:
(a) The lease is in full force and effect and has not been amended, modified, or supplemented except as disclosed in the certificate;
(b) Neither the landlord nor the tenant is in default under the lease, and no event has occurred that, with the passage of time or the giving of notice (or both), would constitute a default;
(c) The current base rent amount and the date through which rent has been paid;
(d) The amount of any prepaid rent or other prepaid amounts;
(e) The amount of the security deposit held by the landlord;
(f) The remaining term of the lease, including the expiration date and any applicable renewal option periods;
(g) A confirmation that there are no side agreements, oral understandings, or other arrangements between the landlord and the tenant beyond the lease and any disclosed amendments; and
(h) Any other matters customarily addressed in estoppel certificates for commercial office leases.
I recommend coordinating with Rachel Greenwald and Timothy Cho at HKA to facilitate the landlord communications and estoppel requests. A draft form of estoppel certificate will be prepared and circulated for review as Appendix C to this memorandum.
C. Aggregate Lease Obligations and Financial Impact
The following table summarizes the approximate remaining aggregate lease obligations across all three of MFW's leases, calculated on an undiscounted basis from the assumed closing date of April 30, 2026, through the respective lease expiration dates:
Important Caveats. These figures are approximate and are subject to the following qualifications:
(a) The calculations above are based on the current stated base rent amounts and do not account for annual rent escalation provisions, which may increase the aggregate obligation by a meaningful amount (particularly for the McLean lease, which has the longest remaining term);
(b) The calculations do not include additional rent obligations for operating expense pass-throughs (CAM charges, property taxes, insurance), which could add materially to the total occupancy cost depending on the lease structure;
(c) The calculations do not account for any renewal terms that MFW or Buyer may exercise; and
(d) The precise remaining term is calculated from the assumed closing date of April 30, 2026, and will differ if closing occurs on a different date.
These aggregate lease obligation figures are relevant to several aspects of the Transaction:
•  Quality of Earnings Analysis. The Whitmore Sandoval Group LLC ("WSG") quality of earnings analysis, overseen by Daniel Ostroff, should reflect MFW's lease obligations in the context of normalized EBITDA and adjusted operating expenses. Total annual base rent of approximately $1,041,000 is a recurring, predictable cost line item.
•  Net Working Capital Analysis. To the extent that prepaid rent, accrued rent obligations, or security deposits impact MFW's current assets or current liabilities, these items are relevant to the net working capital computation and the target NWC peg of $5,800,000 established in the Transaction documents. We should coordinate with WSG to ensure that lease-related items are properly classified and reflected in the NWC calculation.
•  ASC 842 Right-of-Use Asset and Lease Liability. Under ASC 842 (Leases), MFW's three operating leases will be reflected on the balance sheet as right-of-use assets and corresponding lease liabilities. The carrying amounts of these items should be reviewed in connection with the balance sheet analysis and purchase price allocation.
D. Renewal and Post-Closing Considerations
The varying expiration dates of MFW's three leases create a staggered series of real estate decision points for Buyer in the period following closing. I summarize these below in order of urgency:
1. Boise Office — Expires March 31, 2027 (~11 Months Post-Closing)
The Boise lease represents the most immediate post-closing action item. With approximately eleven months of remaining term, Buyer will need to evaluate its options for the Boise location within the first several months following closing. The key decision will be whether to:
(a) Renew the Boise lease (if a renewal option exists and has not lapsed);
(b) Negotiate a new lease or short-term extension directly with the Boise Landlord;
(c) Relocate the Boise engineering and customer support personnel to alternative space in the Boise market; or
(d) Consolidate the Boise operations into the McLean or Austin offices, potentially through remote work arrangements or a combination of relocation and remote work.
I recommend flagging this item for the immediate attention of Claire Nakamura and Viktor Sorensen at Solara.
2. Austin Office — Expires December 31, 2027 (~20 Months Post-Closing)
The Austin lease expiration presents a medium-term decision point. Given that CTO Diana Vasquez-Park is based at the Austin office and the engineering and product development team operates from this location, operational continuity is a significant factor. Buyer should begin evaluating Austin office renewal or relocation options well in advance of the expiration date, ideally within the first year following closing.
3. McLean Headquarters — Expires June 30, 2029 (~38 Months Post-Closing)
The McLean headquarters lease provides the longest remaining term and the most operational stability. With more than three years of remaining term, Buyer has adequate time to evaluate long-term headquarters needs and develop a strategic real estate plan for the McLean operations.
I recommend that Solara factor lease renewal timing and potential relocation or consolidation costs into its post-acquisition budgetary and integration planning. These considerations may also be relevant to the management team's post-closing operating plan and any earn-out or performance-related compensation structures.
V. Interaction with SPA Provisions
Based on the findings of this real estate diligence review, I recommend that the Stock Purchase Agreement (the "SPA") to be negotiated in connection with the Transaction include the following provisions relating to MFW's leased real property:
Representations and Warranties. The SPA should include representations and warranties from the selling shareholders regarding MFW's real property interests, including:
(a) A representation that the schedule of leases attached to the SPA (as part of the disclosure schedules) is complete and accurate and includes all real property leases, subleases, licenses to occupy, and other agreements pursuant to which MFW occupies, uses, or has the right to use any real property;
(b) A representation that each lease is valid, binding, and in full force and effect, and that MFW holds a valid and subsisting leasehold interest in each of its leased premises;
(c) A representation that neither MFW nor, to the knowledge of the selling shareholders, any landlord is in default under any lease, and that no event has occurred that, with the passage of time or the giving of notice (or both), would constitute a default;
(d) A representation that no consent of any landlord is required in connection with the Transaction, or, if consent is required, that such consent has been obtained or will be obtained prior to closing; and
(e) A representation that MFW has not received any notice of any landlord's intention to terminate any lease, to not renew any lease upon its expiration, or to increase rent or other charges beyond the amounts set forth in the lease.
Disclosure Schedules. All three of MFW's leases — McLean, Austin, and Boise — should be listed on the applicable disclosure schedule to the SPA, with material terms including the landlord name, address of the premises, square footage, annual base rent, expiration date, and status of any required landlord consents.
Pre-Closing Covenants. The SPA should include a pre-closing covenant requiring MFW to:
(a) Operate and maintain its leased premises in the ordinary course of business consistent with past practice;
(b) Not enter into any new lease, amend, modify, or terminate any existing lease, or exercise any renewal or extension option under any lease, without the prior written consent of Buyer;
(c) Not sublease any portion of its leased premises or grant any third party any right to use or occupy the premises without the prior written consent of Buyer; and
(d) Use commercially reasonable efforts to obtain any required landlord consents in connection with the Transaction, and to cooperate with Buyer in connection with the landlord estoppel certificate process.
Closing Conditions. If any lease requires landlord consent as a condition to the change of control, we should consider whether the failure to obtain such consent should be structured as:
(a) A condition to Buyer's obligation to close, meaning that closing would not occur unless the consent has been obtained; or
(b) An indemnifiable matter under the SPA, meaning that closing would proceed regardless of whether the consent has been obtained, but the selling shareholders would indemnify Buyer against any losses arising from the failure to obtain the consent.
The appropriate approach will depend on the materiality of the lease in question and the risk that the landlord will exercise adverse remedies. For the McLean headquarters lease, where the operational impact of a lease termination would be most severe, we may want to consider requiring the consent as a closing condition. For the Boise lease, where the remaining term is short and the financial exposure is modest, an indemnification approach may be more appropriate.
Indemnification and Escrow. The Transaction structure includes an escrow holdback of $17,500,000 to be deposited with Northgate Escrow Services LLC, with an eighteen (18) month survival period for general representations and warranties. This escrow could potentially cover any post-closing landlord claims arising from unconsented changes of control. However, I recommend that the SPA include specific indemnification provisions addressing lease-related risks to ensure clarity regarding the scope of coverage. Any lease-specific indemnification obligations should be discussed with the deal team and reflected in the indemnification article of the SPA.
VI. Open Items and Recommendations
A. Open Diligence Items
The following items remain outstanding as of the date of this memorandum and should be resolved prior to the March 15, 2026 diligence completion deadline:
1.  Change-of-Control / Deemed Assignment Provisions. Confirm whether each of the three leases contains a change-of-control or deemed-assignment provision that would be triggered by the stock purchase. Request full copies of all amendments, supplements, side letters, and related correspondence for each lease, as the change-of-control provision may have been added or modified by amendment.
2.  Rent Escalation Schedules. Confirm the rent escalation schedule for each lease, including the escalation rate, the frequency of escalation (annual, biennial, or other), and the current and projected rent through the end of each lease term and any renewal period.
3.  Security Deposits. Confirm the amount of the security deposit held by each landlord and the form of the deposit (cash, letter of credit, or other).
4.  Operating Expense / CAM Pass-Through Structures. Confirm the structure of each lease's operating expense pass-through provisions (full-service gross, modified gross, triple-net, or other), the base year (if applicable), the proportionate share percentage, and the current-year estimated pass-through amounts for each location.
5.  Renewal Option Terms. Confirm the renewal option terms for each lease, including the number of options, the duration of each renewal term, the rental rate during the renewal term, the notice period for exercise, and the exercise deadline. Determine whether any exercise deadlines have already passed.
6.  SNDA Agreements. Confirm whether subordination, non-disturbance, and attornment (SNDA) agreements are in place for any of the three locations, and if so, obtain copies for review.
7.  Confirmation of Complete Real Property Inventory. Request written confirmation from MFW (through HKA) that MFW does not lease, license, occupy, or have the right to use any real property locations beyond the three offices identified in this memorandum, including but not limited to warehouses, storage facilities, data centers, server rooms, co-working or shared office arrangements, or temporary office space.
8.  Confirmation of No Subleases or Third-Party Occupancy Rights. Confirm that MFW has not entered into any subleases, licenses to occupy, or other arrangements granting third parties the right to use or occupy any portion of its leased premises.
B. Recommended Actions
Based on the findings of this review, I recommend the following actions:
1.  Landlord Estoppel Certificates. Coordinate with Rachel Greenwald and Timothy Cho at HKA to obtain landlord estoppel certificates from each of the three landlords — Westpark Corporate Center LP, Brazos Tower Management LLC, and Clearwater Realty Holdings Inc. — prior to closing. A draft form of estoppel certificate will be prepared and circulated for review (Appendix C).
2.  Landlord Consents (If Required). If any of the three leases contains a change-of-control consent requirement triggered by the stock purchase, initiate the landlord consent process promptly and add the consent to the preliminary closing checklist. A draft form of landlord consent letter will be prepared and circulated for review (Appendix D, if applicable).
3.  SPA Disclosure Schedules. Ensure that all three leases are included in the disclosure schedules to the Stock Purchase Agreement, with complete and accurate material terms as described in Section V above.
4.  Boise Lease Near-Term Expiration. Flag the Boise lease near-term expiration (March 31, 2027 — approximately eleven months post-closing) for the immediate attention of Claire Nakamura and Viktor Sorensen at Solara in connection with post-acquisition integration planning. This is the earliest real estate decision point for Buyer.
5.  Coordination with WSG on Financial Analysis. Coordinate with Daniel Ostroff at the Whitmore Sandoval Group LLC to ensure that MFW's lease obligations are properly reflected in the quality of earnings analysis, normalized EBITDA calculations, and the net working capital computation relative to the $5,800,000 NWC target. In particular, confirm that prepaid rent, accrued rent obligations, and security deposits are properly classified in the current asset and current liability categories.
C. Timeline
All lease-related open diligence items identified in Section VI.A above should be resolved on or before the March 15, 2026 buyer's diligence completion deadline established in the Letter of Intent (LOI-MFW-2026-0218).
With respect to landlord consents (if required), the following timeline applies:
•  By March 15, 2026: Complete review of all lease documents and amendments; confirm whether change-of-control consent is required under each lease; initiate landlord consent process for any lease requiring consent.
•  By March 31, 2026: Target date for execution of the Stock Purchase Agreement. Any required landlord consents should be substantially advanced by this date, with draft consent letters submitted to each applicable landlord and active negotiations underway.
•  By April 30, 2026: Target closing date. All required landlord consents should be fully obtained in executed form prior to or concurrently with closing.
•  June 30, 2026: Outside date for closing under the LOI. If landlord consents cannot be obtained by the target closing date, this provides additional time before the outside date.
I will continue to update this memorandum as additional information becomes available and open items are resolved. Please let me know if you have any questions or would like to discuss any of the matters addressed herein.
VII. Appendices
The following appendices are referenced in this memorandum and will be attached upon completion:
Appendix A: Lease Summary Table (Expanded Detail) — A comprehensive table summarizing the material terms of each of MFW's three leases, including all financial terms, key dates, assignment and subletting provisions, renewal options, and other notable provisions. To be completed upon receipt and review of all lease documents and amendments.
Appendix B: List of VDR Documents Reviewed (with Thackeray Solutions Reference Numbers) — A complete catalogue of all documents reviewed in connection with this memorandum, organized by VDR folder and indexed by Thackeray Solutions document reference number. To be finalized upon completion of the document review.
Appendix C: Landlord Estoppel Certificate Form (Draft) — A draft form of landlord estoppel certificate to be submitted to each of MFW's three landlords. The draft will be circulated for review by Andrew Fitzpatrick and the deal team prior to submission.
Appendix D: Landlord Consent Letter Form (If Applicable; Draft) — A draft form of landlord consent letter, for use in the event that any of MFW's three leases contains a change-of-control consent requirement triggered by the stock purchase. The necessity and form of this letter will depend on the findings of the ongoing lease review.
This memorandum reflects the status of the real estate diligence review as of the date hereof and is subject to revision and supplementation as additional information is obtained and reviewed. All findings and recommendations are preliminary and subject to the completion of the open items identified herein.
Naomi Petersen Associate Calderwood & Harkness LLP Direct: (202) 555-0147 npetersen@calderwoodharkness.com
Distribution: Andrew Fitzpatrick (Calderwood & Harkness LLP); Project Trident deal team file. Not for distribution to client or third parties without prior approval from supervising partner.
Property | Landlord | Address | Sq. Ft. | Annual Rent ($/sq ft) | Annual Rent (Total) | Lease Expiration | Use
McLean HQ | Westpark Corporate Center LP | 8750 Westpark Drive, Suite 600, McLean, VA 22102 | 15,000 | $42.00 | $630,000 | June 30, 2029 | Principal executive office, sales, and administration
Austin Office | Brazos Tower Management LLC | 301 Congress Avenue, Suite 1400, Austin, TX 78701 | 8,500 | $38.00 | $323,000 | December 31, 2027 | Engineering and product development
Boise Office | Clearwater Realty Holdings Inc. | 950 West Bannock Street, Suite 210, Boise, ID 83702 | 4,000 | $22.00 | $88,000 | March 31, 2027 | Engineering and customer support
Location | Risk Level | Rationale
McLean, VA (HQ) | High | Highest annual rent ($630,000); longest remaining term (3+ years); principal executive office — operational disruption from lease termination would be severe. Sophisticated institutional landlord likely to have detailed change-of-control provisions.
Austin, TX | Medium | Significant annual rent ($323,000); medium remaining term (~20 months); houses CTO and engineering operations. Institutional landlord likely to have change-of-control provisions.
Boise, ID | Low to Medium | Lowest annual rent ($88,000); shortest remaining term (~11 months). Disruption risk is more limited due to short remaining term, but a technical default should still be avoided. Smaller landlord entity may or may not have sophisticated change-of-control provisions.
Location | Annual Base Rent | Approx. Remaining Term | Approx. Remaining Obligation
McLean, VA | $630,000 | ~3.17 years (to 6/30/2029) | ~$1,997,100
Austin, TX | $323,000 | ~1.67 years (to 12/31/2027) | ~$539,410
Boise, ID | $88,000 | ~0.92 years (to 3/31/2027) | ~$80,960
Total | $1,041,000 | ~$2,617,470