DUE DILIGENCE REQUEST LIST
Proposed Acquisition of Meridian FleetWorks, Inc. by Solara Digital Infrastructure LP (and/or its designated affiliate)
Project Trident
February 19, 2026
Calderwood & Harkness LLP Contact Persons:
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INTRODUCTORY INSTRUCTIONS AND GENERAL NOTES
This Due Diligence Request List (this "Request List") sets forth the categories of documents and information that Calderwood & Harkness LLP ("C&H"), as legal counsel to Solara Digital Infrastructure LP ("Buyer"), requires in connection with the legal due diligence investigation relating to the proposed acquisition of one hundred percent (100%) of the issued and outstanding shares of common stock and Series A Preferred Stock of Meridian FleetWorks, Inc. (the "Company" or "MFW"). The proposed transaction is being conducted under the project code name "Project Trident" and is governed by that certain Letter of Intent dated February 18, 2026 (the "LOI," reference LOI-MFW-2026-0218), by and between Buyer and the Company.
The following general instructions apply to all requests contained in this Request List:
1. Virtual Data Room. All responsive documents and information should be uploaded to the Thackeray Solutions virtual data room established for Project Trident in organized folders corresponding to the numbered categories below. Each document should be uploaded in its native format where possible (e.g., Microsoft Word, Excel), or as a searchable PDF where native format is not available. Documents should be clearly and logically labeled to facilitate efficient review by the Buyer's diligence team.
2. Forms, Templates, and Deviations. Where a request calls for a form or template document (e.g., form of customer agreement, form of option agreement), please also provide copies of any material deviations from the standard form, including all side letters, addenda, amendments, or bespoke terms that vary from the standard form in any material respect.
3. Time Period. Unless a specific time period is stated in a particular request, documents and information should cover the period from MFW's founding in 2014 through the present date (February 19, 2026). Where a request specifies a shorter period (e.g., "the past five years" or "FY 2023 through FY 2025"), the request should be read as covering that specified period.
4. Fiscal Year. The Company's fiscal year ends on December 31. Unless otherwise noted, all references to a fiscal year (e.g., "FY 2025") refer to the fiscal year ended December 31 of that year. Financial data references are to FY 2025 (ended December 31, 2025) unless otherwise specified.
5. Subsidiaries. References to "the Company" throughout this Request List mean Meridian FleetWorks, Inc. and its subsidiaries and affiliated entities, if any. Where information is requested for the Company, please provide corresponding information for each subsidiary or affiliate, as applicable.
6. Privilege. Please identify any responsive documents or categories of documents that are subject to attorney-client privilege, work product protection, or any other applicable privilege. The Company and its counsel should maintain a privilege log with respect to any documents withheld on the basis of privilege, and such privilege log should be made available to C&H upon request.
7. Not Exhaustive. This Request List is not intended to be exhaustive. Supplemental requests may follow as the diligence review progresses, as additional issues are identified, or as the Buyer's financial, tax, technical, and operational diligence teams identify areas requiring further investigation. Calderwood & Harkness reserves the right to submit additional or supplemental diligence requests at any time prior to the expiration of the diligence period.
8. Non-Applicability. For any request that is not applicable to the Company, please confirm non-applicability in writing (e.g., by uploading a written confirmation to the applicable VDR folder noting "N/A — [brief explanation]").
9. Response Deadline. The Company and its counsel are requested to respond to this Request List on a rolling basis, with substantially complete population of the virtual data room targeted for March 1, 2026, to support the Buyer's diligence completion deadline of March 15, 2026 as set forth in the LOI. Timely and complete responses are essential to maintaining the transaction timeline contemplated by the LOI.
10. Prior Deliveries. This Request List is supplemental to any documents and information previously provided in connection with the Confidential Information Memorandum prepared by Redstone Arbor Capital LLC and any documents already uploaded to the VDR as of the date hereof. Where responsive documents have already been uploaded, the Company should reference the applicable VDR folder and document number in its index rather than re-uploading the documents.
11. Coordination. All correspondence and questions regarding this Request List should be directed to C&H (Andrew Fitzpatrick and Naomi Petersen) and should also be copied to Hawthorne Kinsey & Alcott LLP (Rachel Greenwald and Timothy Cho) as counsel to MFW.
CATEGORY 1: CORPORATE AND ORGANIZATIONAL DOCUMENTS
1.1. Certificate of Incorporation of Meridian FleetWorks, Inc. as originally filed with the Secretary of State of the State of Delaware, as amended and restated through the present date, including without limitation all certificates of amendment, certificates of designation (including the certificate of designation for the Series A Preferred Stock), certificates of correction, and any other certificates or filings modifying, supplementing, or amending the Certificate of Incorporation. The Company's Delaware file number is understood to be 5582037. Please provide copies of all such instruments as filed with the Delaware Secretary of State, together with evidence of filing (e.g., filed-stamped copies or confirmation receipts from the Secretary of State).
1.2. Current bylaws of Meridian FleetWorks, Inc., as amended and restated through the present date, together with all prior versions of the bylaws and any amendments thereto. If the current bylaws have not been amended since adoption, please so confirm.
1.3. Certificate of good standing (or certificate of status) for Meridian FleetWorks, Inc. issued by the Secretary of State of the State of Delaware, dated within thirty (30) days of the date of this Request List. If a certificate has been recently ordered and is pending, please provide the order confirmation and transmit the certificate promptly upon receipt.
1.4. Certificates of qualification, registration, or authority to do business as a foreign corporation in each jurisdiction in which the Company is so qualified or registered, together with a current certificate of good standing (or equivalent) from the Secretary of State or comparable authority of each such jurisdiction. Based on information provided to date, the Company is understood to be qualified in at least the following jurisdictions:
(a) Commonwealth of Virginia;
(b) State of Texas; and
(c) State of Idaho.
Please also identify any other jurisdictions in which the Company is or has been qualified or registered.
1.5. A comprehensive list of all jurisdictions in which the Company is qualified to do business, maintains offices, employs personnel, owns or leases real property, has agents or representatives, or otherwise has a significant operational presence. Based on preliminary information, the Company has office locations in McLean, Virginia; Austin, Texas; and Boise, Idaho. Please confirm whether these are the only locations and identify any additional jurisdictions.
1.6. Complete and certified copies of the minutes of all meetings and all written consents in lieu of meetings of the Board of Directors of Meridian FleetWorks, Inc. for the period from January 1, 2021 through the present date, including any attachments, exhibits, or materials presented to the Board in connection with such meetings or consents.
1.7. Complete and certified copies of the minutes of all meetings and all written consents in lieu of meetings of the stockholders of Meridian FleetWorks, Inc. for the period from January 1, 2021 through the present date, including any attachments, exhibits, or materials distributed to stockholders in connection with such meetings or consents.
1.8. Complete and certified copies of the minutes of all meetings and all written consents in lieu of meetings of any committee of the Board of Directors of MFW (including, without limitation, any compensation committee, audit committee, nominating and governance committee, special committee, or transaction committee) for the period from January 1, 2021 through the present date. If no committees have been established, please so confirm.
1.9. A current list of all directors and officers of Meridian FleetWorks, Inc., including for each individual: full legal name, title(s), date of initial appointment or election, current term of service, expiration of current term (if applicable), committee memberships (if applicable), and principal business address. Please also identify any directors or officers who have resigned, been removed, or otherwise departed within the past three years.
1.10. A current organizational chart showing the corporate structure of Meridian FleetWorks, Inc., including the Company's relationship to any subsidiaries (whether wholly owned or partially owned), affiliated entities, joint ventures, partnerships, or other entities in which the Company holds an equity or economic interest. The chart should depict ownership percentages, jurisdiction of formation, and the nature of each entity.
1.11. A list of all subsidiaries of the Company (domestic and foreign), if any, including for each subsidiary: (a) legal name; (b) jurisdiction of formation or incorporation; (c) date of formation; (d) percentage of equity interests owned by the Company (directly or indirectly); (e) a brief description of the subsidiary's purpose and activities; and (f) the identity of the directors and officers of each subsidiary. If the Company has no subsidiaries, please so confirm.
1.12. Copies of any stockholders' agreement, investor rights agreement, voting agreement, right of first refusal and co-sale agreement, management rights agreement, information rights agreement, or any other governance, voting, or equity-related agreements among MFW and any of its stockholders, investors, directors, or officers (whether currently in effect or previously in effect and since terminated or expired). Please also provide any amendments, waivers, or side letters related to any such agreements.
1.13. Copies of all powers of attorney or agency agreements currently in effect by which any person or entity is authorized to act on behalf of the Company.
1.14. Copies of any assumed name certificates, "doing business as" (d/b/a) filings, fictitious business name registrations, or trade name registrations filed by the Company in any jurisdiction, together with evidence of filing.
1.15. Records, agreements, and documentation relating to any mergers, acquisitions, divestitures, reorganizations, recapitalizations, spin-offs, split-offs, conversions, or other similar corporate transactions involving MFW or any of its subsidiaries since the Company's founding in 2014. If no such transactions have occurred, please so confirm.
CATEGORY 2: CAPITALIZATION AND EQUITY
2.1. A fully diluted capitalization table as of the most recent practicable date, setting forth all issued and outstanding equity securities and all rights to acquire equity securities, including without limitation:
(a) Shares of common stock authorized (10,000,000 shares), issued and outstanding (7,850,000 shares), and reserved for issuance;
(b) Shares of Series A Preferred Stock authorized (2,000,000 shares), issued and outstanding (1,500,000 shares), and reserved for issuance;
(c) Shares reserved for issuance under the MFW 2016 Stock Incentive Plan (1,300,000 shares authorized), including shares subject to outstanding options (650,000 options outstanding, of which 480,000 are vested and 170,000 are unvested), shares available for future grants, and shares previously exercised or cancelled;
(d) All outstanding warrants, convertible notes, SAFEs, or other convertible or exchangeable securities; and
(e) A summary calculation showing fully diluted share count and percentage ownership for each holder and class of security.
2.2. The Company's stock ledger or stock transfer records for all classes of equity securities, showing all issuances, transfers, cancellations, repurchases, and other transactions from the date of incorporation through the present date. The stock ledger should include the date of each transaction, the parties involved, the number and class of shares, and the consideration received or paid.
2.3. A complete list of all holders of the Company's equity securities, including holders of common stock, Series A Preferred Stock, and all holders of options, warrants, or other rights to acquire equity securities. For each holder, please provide the following information: (a) full legal name and address; (b) class and number of shares or rights held; and (c) percentage ownership on both an issued-and-outstanding basis and a fully diluted basis. Based on information provided to date, the principal holders are understood to include:
(a) Garrett Holliday — 2,800,000 shares of common stock; 400,000 shares of Series A Preferred Stock;
(b) Diana Vasquez-Park — 1,600,000 shares of common stock; 200,000 shares of Series A Preferred Stock;
(c) Pinnacle Bluff Ventures LLC — 2,500,000 shares of common stock; 900,000 shares of Series A Preferred Stock;
(d) Marcus Trahan — 150,000 shares of common stock; 80,000 vested stock options; and
(e) All other holders of common stock, Series A Preferred Stock, and options or warrants.
2.4. The Certificate of Designation (or other governing instrument) for the Series A Preferred Stock filed with the Delaware Secretary of State, including a detailed description of all rights, preferences, privileges, and restrictions applicable to the Series A Preferred Stock, including without limitation: (a) liquidation preferences (including any participation rights); (b) conversion rights (including conversion ratio, mandatory and optional conversion triggers, and anti-dilution adjustments); (c) anti-dilution protections (broad-based weighted average, full ratchet, or other); (d) voting rights; (e) dividend rights (cumulative or non-cumulative; rate; preference); (f) redemption rights; and (g) protective provisions or veto rights.
2.5. Copies of all stock purchase agreements, subscription agreements, contribution agreements, or similar agreements pursuant to which shares of common stock, Series A Preferred Stock, or other equity securities were issued by the Company, together with any ancillary documents (e.g., investor questionnaires, accredited investor certifications, legal opinions).
2.6. A complete copy of the MFW 2016 Stock Incentive Plan (1,300,000 shares authorized), as amended through the present date, together with all forms of award agreements used under the plan (including forms of stock option agreements, restricted stock agreements, restricted stock unit agreements, and any other forms of equity award agreements). Please also provide copies of all board resolutions and stockholder resolutions approving the plan and any amendments thereto.
2.7. A complete schedule of all outstanding stock options granted under the 2016 Stock Incentive Plan or otherwise, including for each outstanding option: (a) name of holder; (b) date of grant; (c) number of shares subject to the option; (d) exercise price per share (the weighted-average exercise price is understood to be $8.50 per share); (e) vesting schedule (commencement date, cliff period, and monthly/annual vesting increments); (f) vesting status as of the most recent practicable date (number of shares vested and number of shares unvested); (g) expiration date; and (h) whether the option is an incentive stock option (ISO) within the meaning of Section 422 of the Internal Revenue Code or a non-qualified stock option (NQSO).
2.8. Copies of all valuations of the Company's common stock performed pursuant to Section 409A of the Internal Revenue Code (so-called "409A valuations") or any other fair market value appraisals of the Company's equity securities performed within the past three years, including the name of the valuation firm, the date of each valuation, the methodology employed, and the fair market value determined.
2.9. Copies of all outstanding warrants, convertible promissory notes, simple agreements for future equity (SAFEs), or other instruments that are convertible into, exchangeable for, or otherwise entitle the holder to acquire equity securities of the Company, together with all amendments, modifications, or waivers thereof.
2.10. Description and documentation of any preemptive rights, rights of first refusal, rights of first offer, anti-dilution rights, registration rights (demand registration, piggyback registration, or S-3 registration), tag-along rights, drag-along rights, co-sale rights, or similar rights with respect to the Company's securities, whether arising under the Certificate of Incorporation, bylaws, any stockholders' agreement, investor rights agreement, or otherwise.
2.11. Copies of all agreements, commitments, understandings, or obligations (whether written or oral) to issue additional shares, options, warrants, or other equity interests in the Company, including any outstanding promises, term sheets, or letters of intent with respect to future equity issuances.
2.12. Documentation of any stock repurchases, redemptions, or treasury stock transactions undertaken by the Company, including the date, number and class of shares, price per share, aggregate consideration, and the identity of the selling stockholder.
2.13. Evidence of compliance with applicable federal and state securities laws in connection with all issuances of the Company's securities, including without limitation: (a) SEC Form D filings and related notices; (b) state "blue sky" filings and notices of exemption; (c) evidence of compliance with Rule 506(b) or Rule 506(c) of Regulation D (or any other applicable exemption from registration); and (d) any accredited investor questionnaires, investor suitability documentation, or legal opinions delivered in connection with such issuances.
CATEGORY 3: FINANCIAL INFORMATION
3.1. Audited financial statements of Meridian FleetWorks, Inc. for the fiscal years ended December 31, 2023 (FY 2023), December 31, 2024 (FY 2024), and December 31, 2025 (FY 2025), including in each case the balance sheet, income statement (statement of operations), statement of cash flows, statement of stockholders' equity, and all accompanying notes to the financial statements. These financial statements are understood to have been prepared by Glenmore Kessler & Associates PC, the Company's independent auditor since FY 2019, with Linda Chowdhury, CPA serving as the engagement partner. Please also provide the independent auditor's report (audit opinion) issued in connection with each year's financial statements.
3.2. Unaudited monthly or quarterly financial statements (including balance sheet, income statement, and statement of cash flows) for each month of FY 2025 and for January 2026, to the extent available. If management-prepared financial statements are produced on a different cadence, please provide whatever interim financial statements are available.
3.3. Copies of all management letters, internal control recommendations, audit committee communications (including communications required under AU-C Section 260), and any other written correspondence from Glenmore Kessler & Associates PC to the Company, its management, or its Board of Directors (or audit committee) for FY 2023, FY 2024, and FY 2025. Please also identify any material weaknesses or significant deficiencies in internal controls identified by the auditors.
3.4. Revenue detail and analysis, including the following:
(a) Breakdown of annual recurring revenue (ARR), reported to be approximately $62,000,000 for FY 2025, by component (e.g., subscription fees by tier or product module, usage-based fees, and any other recurring revenue streams);
(b) Professional services and implementation revenue, reported to be approximately $5,500,000 for FY 2025, with detail by type of service and customer;
(c) Total GAAP revenue, reported to be approximately $67,500,000 for FY 2025;
(d) Monthly ARR progression for FY 2024 and FY 2025, showing beginning ARR, new ARR bookings, expansion ARR, contraction ARR, churned ARR, and ending ARR for each month;
(e) Cohort analysis of customer revenue retention and expansion by cohort (i.e., by the year in which each customer first subscribed);
(f) Net revenue retention rate (reported to be approximately 112%) and gross revenue retention rate (reported to be approximately 94%), together with the underlying data and methodology used to calculate each metric; and
(g) A reconciliation of ARR to GAAP recognized revenue.
3.5. Gross margin analysis, including a detailed breakdown of cost of goods sold (cost of revenue) by component. The Company's gross margin is reported to be approximately 78%, yielding approximately $52,650,000 in gross profit for FY 2025. Please provide a breakdown of cost of revenue into its principal components, including without limitation: (a) hosting and infrastructure costs (including costs under the Brindoval Data Solutions LLC Cloud Hosting Agreement); (b) customer support and customer success costs; (c) professional services delivery costs; and (d) any other material components of cost of revenue. Please provide this breakdown on a monthly basis for FY 2025.
3.6. EBITDA bridge and reconciliation from GAAP net income to EBITDA and, if applicable, adjusted EBITDA, for FY 2023, FY 2024, and FY 2025. The Company's EBITDA for FY 2025 is reported to be approximately $14,800,000, representing an EBITDA margin of approximately 21.9%. Please identify all add-backs, adjustments, and one-time or non-recurring items, with supporting detail for each adjustment.
3.7. Annual operating budgets for FY 2025 and FY 2026, and any financial projections, forecasts, strategic plans, or long-range financial models prepared by or for management (whether for internal use, board presentations, or communication to investors or lenders), including the key assumptions underlying such projections.
3.8. Accounts receivable aging schedule as of December 31, 2025, and as of the most recent month-end available, showing outstanding receivables by customer and aging bucket (current, 30 days, 60 days, 90 days, 90+ days). Please also provide the Company's bad debt reserve methodology and any write-offs recorded during FY 2024 and FY 2025.
3.9. Accounts payable aging schedule as of December 31, 2025, and as of the most recent month-end available, showing outstanding payables by vendor and aging bucket.
3.10. A schedule of all indebtedness and liabilities of the Company (current and long-term), including without limitation all bank loans, lines of credit, term loans, equipment financing, capital leases, promissory notes (whether payable to third parties or to related parties), and any other outstanding borrowings. The Company is understood to have an outstanding line of credit with Sentinel Commerce Bank, N.A. with an approximate outstanding balance of $4,200,000. Please provide copies of all related loan agreements, credit agreements, promissory notes, security agreements, pledge agreements, guarantees, intercreditor agreements, subordination agreements, and any amendments, waivers, or modifications thereto. Please also provide:
(a) The current outstanding balance, available commitment, and applicable interest rate;
(b) A schedule of all covenants (financial and negative), with a compliance certificate for the most recent measurement period;
(c) Identification of any events of default or potential events of default; and
(d) Any payoff letters or indications of anticipated payoff amounts at closing.
3.11. A detailed description of any off-balance sheet liabilities, arrangements, or obligations, including without limitation contingent liabilities, earn-out obligations, indemnification obligations, guarantees of third-party indebtedness, and any variable interest entities.
3.12. Net working capital analysis as of December 31, 2025, and on a trailing twelve-month average basis (for purposes of the target NWC of $5,800,000 specified in the LOI), with monthly detail of current assets and current liabilities for the twelve months ended December 31, 2025. Please also provide the Company's proposed methodology for calculating net working capital and identify any items that the Company believes should be excluded from or included in the NWC calculation.
3.13. Schedule of capital expenditures for FY 2023, FY 2024, and FY 2025, broken down by category (e.g., equipment, software, leasehold improvements), together with projected capital expenditures for FY 2026 and any approved but not yet incurred capital commitments.
3.14. Cash and cash equivalents balance as of December 31, 2025, and as of the most recent available date, together with a description of where such cash is held (bank accounts, money market funds, short-term investments).
3.15. Deferred revenue schedules and analysis, including: (a) the deferred revenue balance as of December 31, 2025; (b) monthly deferred revenue roll-forward for FY 2025 showing beginning balance, billings, revenue recognized, and ending balance; and (c) an analysis of the expected timing of recognition of the current deferred revenue balance.
3.16. Description of the Company's accounting policies, including without limitation: (a) revenue recognition policies and analysis of compliance with ASC 606, Revenue from Contracts with Customers, including identification of performance obligations, transaction price allocation, and the pattern of revenue recognition; (b) policies regarding the capitalization and amortization of software development costs (internal-use software under ASC 350-40); (c) depreciation and amortization methods and useful lives for tangible and intangible assets; and (d) a description of any changes in accounting methods, policies, or estimates during the past three years.
3.17. Customer concentration analysis, including a list of the Company's top twenty (20) customers ranked by ARR, showing for each: (a) customer name; (b) ARR; (c) percentage of total ARR; (d) contract start date and current term expiration date; (e) renewal terms (auto-renewal, opt-out, etc.); and (f) any change-of-control or assignment provisions. The Company's largest customer is understood to be TerraLink Logistics, Inc. at approximately $3,800,000 in ARR, representing approximately 6.1% of total ARR. Please also provide a summary of revenue concentration by industry vertical.
3.18. Average contract value (ACV) analysis, showing the calculation of ACV based on ARR and total customer count (approximately $14,762 ACV based on approximately $62,000,000 ARR across approximately 4,200 customer accounts), and any segmentation of ACV by customer tier (e.g., enterprise, mid-market, SMB).
3.19. Churn analysis and detail of customer losses, downgrades, and non-renewals for FY 2024 and FY 2025, including: (a) the number of customers lost (logo churn); (b) the ARR associated with lost customers (revenue churn); (c) the reasons for customer departures (to the extent tracked); and (d) the ARR associated with customer downgrades or contractions.
3.20. Description of all related-party transactions, including any transactions between the Company and any of its directors, officers, stockholders (holding more than 5% of any class of equity), or their respective affiliates, family members, or associated entities. For each such transaction, please provide the terms, amounts, and documentation.
3.21. Bank statements for all Company bank accounts (checking, savings, money market, investment) for the twelve-month period ended December 31, 2025, together with the most recent available monthly statements for January 2026.
3.22. Copies of all letters of credit, surety bonds, performance bonds, bid bonds, or similar financial arrangements issued for the benefit of or on behalf of the Company, together with the underlying agreements and any related collateral or security arrangements.
CATEGORY 4: MATERIAL CONTRACTS
4.1. A schedule of all material contracts to which the Company is a party or by which it or its assets are bound. For purposes of this Request List, a "material contract" generally includes any contract: (a) involving aggregate annual consideration in excess of $100,000; (b) involving multi-year commitments not terminable by the Company on 90 days' notice or less without penalty; (c) material to the Company's business, operations, financial condition, or results of operations; (d) containing change-of-control, consent, or assignment provisions that could be triggered by the proposed transaction; or (e) containing exclusivity, most-favored-nation, non-compete, or other restrictive provisions. For each material contract, please provide the counterparty name, date, summary of terms, term and renewal provisions, aggregate consideration, and any change-of-control or consent provisions.
4.2. The Company's standard form Master Subscription Agreement (including all exhibits, schedules, and attachments), which is understood to be the standard form used with the Company's approximately 4,200 customer accounts. Please also provide the standard terms of service, service level agreements (SLAs) (including uptime commitments, remedies, and service credits), and standard data processing addenda (DPAs) incorporated into or used in connection with the Master Subscription Agreement.
4.3. Copies of all customer contracts, amendments, addenda, statements of work, or order forms that deviate materially from the standard form Master Subscription Agreement, including without limitation any bespoke enterprise agreements, custom SLAs, non-standard indemnification provisions, unlimited liability provisions, most-favored-customer pricing terms, or special data handling requirements.
4.4. The Meridian FleetWorks, Inc. – TerraLink Logistics, Inc. Strategic Partnership Agreement dated March 15, 2022, together with all amendments, side letters, addenda, statements of work, order forms, and any other documents related to the TerraLink relationship. The TerraLink engagement is understood to represent approximately $3,800,000 in ARR under a five-year term expiring approximately March 2027. C&H specifically requests that the Company and its counsel draw attention to the change-of-control consent provision, which is understood to require the prior written consent of TerraLink for any change of control of MFW. Please provide:
(a) The full text of the change-of-control provision;
(b) The definition of "change of control" as used in the agreement;
(c) Any notice or consent procedures specified in the agreement;
(d) Any consequences specified for failure to obtain consent (e.g., termination right, pricing adjustment); and
(e) Any prior correspondence or discussions with TerraLink regarding this provision.
4.5. The Meridian FleetWorks, Inc. – Brindoval Data Solutions LLC Cloud Hosting Agreement dated September 1, 2023, together with all amendments, addenda, statements of work, order forms, and any other related documents. This agreement is understood to involve approximately $2,100,000 in annual spend under a three-year initial term expiring August 31, 2026, with automatic renewal for successive one-year periods. Please provide detail regarding: (a) termination and non-renewal provisions; (b) any change-of-control provisions; (c) SLA and uptime commitments; (d) data portability and transition assistance provisions; and (e) data security and confidentiality obligations.
4.6. Copies of all contracts with vendors, suppliers, and service providers involving annual spend in excess of $100,000, including without limitation contracts with technology vendors, professional services firms, recruiting agencies, marketing agencies, and any other material third-party providers.
4.7. Copies of all reseller agreements, distribution agreements, channel partner agreements, referral agreements, strategic alliance agreements, OEM agreements, or white-label arrangements, together with all amendments and related documents.
4.8. Copies of all joint venture agreements, teaming agreements, co-development agreements, or collaborative development arrangements, together with all amendments and related documents.
4.9. A list and copies of all contracts containing exclusivity provisions, most-favored-nation (MFN) or most-favored-customer pricing provisions, non-compete or non-solicitation restrictions, or other similar restrictive covenants that could limit the Company's or the Buyer's ability to conduct or expand the business following the closing.
4.10. A comprehensive list and copies of all contracts containing change-of-control provisions, consent requirements, termination rights, or acceleration provisions that are triggered by an acquisition, merger, change in ownership, change in management, or other change of control of MFW. This request extends beyond the TerraLink agreement to include all customer contracts, vendor contracts, leases, financing agreements, and other agreements with such provisions. For each such contract, please identify: (a) the triggering event(s); (b) the specific consent or notice requirements; (c) the consequences of triggering the provision without consent (e.g., termination right, acceleration of payments, pricing adjustment); and (d) the ARR or annual spend at risk.
4.11. Copies of all contracts with governmental entities (federal, state, county, municipal, or other governmental bodies), including all prime contracts, subcontracts, task orders, delivery orders, and blanket purchase agreements, together with all modifications and amendments. If the Company has no government contracts, please so confirm.
4.12. Copies of all contracts between the Company and any director, officer, founder, or stockholder of MFW (or their respective affiliates, family members, or associated entities), including without limitation consulting agreements, management services agreements, lease agreements, loan agreements, and any other arrangements involving related parties.
4.13. Copies of all agreements providing for the payment of finder's fees, brokerage commissions, advisory fees, or investment banking fees in connection with the proposed transaction, including the engagement letter with Redstone Arbor Capital LLC and any other financial advisor or intermediary engaged by the Company or its stockholders.
4.14. Copies of all powers of attorney currently outstanding, whether general or limited, authorizing any person or entity to act on behalf of the Company.
4.15. Copies of all contracts that restrict the Company's ability to compete in any line of business, product category, service area, or geographic market, whether through non-compete covenants, exclusive dealing provisions, or other restrictive terms.
4.16. Copies of all settlement agreements, consent decrees, consent orders, or similar agreements currently in effect, including any agreements that impose ongoing obligations or restrictions on the Company.
4.17. Copies of all contracts with payment processing providers, payment facilitators, acquiring banks, card networks, or embedded fintech/payment partners related to the Company's embedded payments module, including all merchant processing agreements, sponsorship agreements, and revenue-sharing arrangements.
4.18. A list and copies of any outstanding proposals, bids, quotations, or letters of intent that, if accepted, would constitute a material contract (as defined above).
CATEGORY 5: INTELLECTUAL PROPERTY
5.1. A comprehensive schedule of all registered and applied-for intellectual property owned by or assigned to the Company, organized as follows:
(a) Patents and Patent Applications: All issued patents and pending patent applications (domestic and international), including patent number or application number, title, filing date, issue date (if applicable), jurisdiction, named inventors, and current status;
(b) Trademarks and Service Marks: All registered trademarks and service marks and pending trademark applications (domestic and international), including registration number or application number, mark, class(es) of goods/services, filing date, registration date (if applicable), jurisdiction, and current status. This should include the mark "Meridian FleetWorks" and any other product or brand names;
(c) Copyrights: All registered copyrights and pending copyright applications, including registration number, title, date of registration, and author; and
(d) Domain Names: All domain names registered by or on behalf of the Company, including the registrar, registration date, and expiration date. This should include meridianfleetworks.com and any related domains.
5.2. A schedule of all material unregistered intellectual property owned or claimed by the Company, including without limitation: trade secrets, proprietary algorithms (e.g., route optimization algorithms), proprietary databases, proprietary data models, know-how, and other confidential proprietary information. For each item, please provide a brief description and the measures taken to protect the secrecy and proprietary nature of such intellectual property.
5.3. A description of the Company's core technology platform, including the functional capabilities and technical architecture of each of the following modules: (a) fleet management; (b) route optimization; (c) electronic logging device (ELD) compliance; (d) maintenance scheduling; and (e) embedded payments. Please identify which components were developed in-house, which incorporate third-party technology, and the general technology stack (programming languages, frameworks, databases, APIs).
5.4. Copies of all intellectual property assignment agreements executed by current and former employees, contractors, and consultants. Specifically, please identify any gaps in IP assignment coverage — i.e., any current or former employee, contractor, or consultant who contributed to the development of the MFW platform or other Company intellectual property but who did not execute an IP assignment agreement (or whose IP assignment agreement may not fully cover their contributions). Preliminary diligence has identified that three (3) former contractors engaged during 2015–2016 may not have executed IP assignment agreements covering their contributions to the MFW platform. Please confirm the identities of these individuals, describe the nature and scope of their contributions, and provide any documentation related to the engagement of these individuals.
5.5. A list of all former contractors and consultants who contributed to the development of the MFW platform or any other material intellectual property of the Company, including for each: (a) name; (b) dates of engagement; (c) scope of work and description of contributions; (d) copies of all engagement, consulting, or independent contractor agreements (and any amendments thereto); and (e) confirmation of whether an IP assignment agreement was executed.
5.6. Copies of all intellectual property license agreements, both inbound (licenses granted to the Company) and outbound (licenses granted by the Company to third parties), including licenses for any third-party software, tools, libraries, or technology incorporated into, bundled with, or used in connection with the MFW platform or the Company's internal systems. For each inbound license, please identify the licensed technology, licensor, license type (perpetual, term, subscription), scope of permitted use, any restrictions on assignment or transfer, and the annual license fee.
5.7. A complete schedule (sometimes referred to as a "software bill of materials" or "SBOM") of all open-source software components incorporated into, linked with, distributed with, or otherwise used in the MFW platform, including for each component: (a) the name of the open-source project; (b) the version(s) in use; (c) the applicable open-source license (e.g., MIT License, Apache License 2.0, GNU General Public License (GPL) v2 or v3, GNU Lesser General Public License (LGPL), GNU Affero General Public License (AGPL), BSD License, Mozilla Public License (MPL)); (d) a description of how each component is used (e.g., dynamically linked, statically linked, distributed, modified, used in a SaaS-only delivery model without distribution); and (e) any assessment of copyleft or reciprocal licensing implications, particularly with respect to GPL, LGPL, and AGPL components.
5.8. Copies of the Company's open-source compliance policies and procedures, including any policies regarding the evaluation, approval, and use of open-source software by the Company's development team, and any tools or processes used to scan for and track open-source components.
5.9. Copies of any IP indemnification provisions, IP warranty provisions, or IP-related representations given by the Company in customer, vendor, or partner agreements beyond those contained in the standard form Master Subscription Agreement. Please also identify any IP indemnification provisions or representations made by third parties for the benefit of the Company.
5.10. Copies of all non-disclosure agreements (NDAs) and confidentiality agreements with third parties that relate to the Company's intellectual property, proprietary technology, or trade secrets.
5.11. A description of any actual, threatened, or potential intellectual property disputes, infringement claims, misappropriation claims, or challenges to the Company's IP rights, including: (a) any cease-and-desist letters sent or received; (b) any claims by third parties that the Company's products or services infringe their intellectual property rights; (c) any claims by the Company against third parties for infringement or misappropriation of the Company's IP; and (d) any IP-related litigation, arbitration, or administrative proceedings (current, pending, threatened, or concluded within the past five years).
5.12. Details of any IP-related insurance policies maintained by the Company, including patent infringement defense insurance, IP indemnification insurance, or any other policies covering IP-related claims.
5.13. Records of any IP audits, freedom-to-operate analyses, patentability analyses, or IP landscape assessments conducted by or for the Company.
5.14. A schedule of all invention disclosures submitted by employees or contractors that have not yet been the subject of patent applications, including the date of disclosure, the disclosing individual, and a summary of the subject matter.
CATEGORY 6: TECHNOLOGY AND DATA PRIVACY
6.1. Architecture diagrams and technical documentation for the MFW SaaS platform, including system architecture (high-level and detailed), network topology, database schemas (at a summary level), API documentation, integration architecture, and module interconnections for each of the following platform components: (a) fleet management; (b) route optimization; (c) electronic logging device (ELD) compliance; (d) maintenance scheduling; and (e) embedded payments.
6.2. Description of the Company's hosting infrastructure, including: (a) identification of all cloud service providers (Brindoval Data Solutions LLC is identified as the primary cloud hosting provider); (b) data center locations (primary and secondary/disaster recovery); (c) geographic regions in which customer data is stored and processed; (d) redundancy and failover architecture; (e) disaster recovery plans and procedures, including recovery time objectives (RTO) and recovery point objectives (RPO); and (f) business continuity plans.
6.3. Description of the Company's information security program, including: (a) written information security policies and standards; (b) data classification policy; (c) incident response plan; (d) encryption standards (data at rest and data in transit); (e) access control procedures (including identity and access management, multi-factor authentication, privileged access management, and role-based access controls); (f) patch management and vulnerability management procedures; (g) employee security awareness training program; and (h) third-party vendor security assessment program.
6.4. A comprehensive description of all categories of personal data and sensitive data collected, processed, stored, or transmitted by the Company in connection with its platform and business operations, including without limitation: (a) fleet GPS and location data; (b) driver behavior data (e.g., speeding, hard braking, hours of service); (c) driver personally identifiable information (PII) (e.g., name, license number, Social Security number); (d) customer employee data; (e) payment card data (in connection with the embedded payments feature); (f) biometric data (e.g., driver facial recognition data, fingerprint scans, if applicable); and (g) any other categories of personal, sensitive, or regulated data. For each category, please identify the purpose of collection, the legal basis for processing, the retention period, and the categories of recipients with whom such data is shared.
6.5. Copies of all privacy policies currently in effect, including: (a) the Company's website privacy policy; (b) application-level privacy policies or notices; (c) employee-facing privacy notices; (d) terms of service; (e) acceptable use policies; and (f) cookie policies or cookie consent mechanisms. Please also provide any prior versions of these policies that were in effect during the past three years.
6.6. Copies of all data processing agreements (DPAs) or data processing addenda entered into between the Company and its customers, vendors, and sub-processors. Please identify all sub-processors used by the Company to process personal data on behalf of its customers, and provide the current sub-processor list made available to customers.
6.7. Copies of any privacy impact assessments (PIAs), data protection impact assessments (DPIAs), or data mapping and data inventory exercises conducted by or for the Company.
6.8. An analysis of the Company's compliance with applicable data privacy and data protection laws, including without limitation:
(a) Illinois Biometric Information Privacy Act (BIPA): To the extent the Company collects, captures, stores, or processes biometric identifiers or biometric information (e.g., facial geometry data derived from driver-facing cameras, fingerprint scans), please provide an analysis of compliance with BIPA's notice, consent, retention, and destruction requirements, and identify any biometric data collected, the purpose of such collection, and whether written releases were obtained from data subjects;
(b) California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA): Analysis of whether the Company is subject to CCPA/CPRA, and if so, the Company's compliance measures, including consumer rights request procedures, notice at collection, opt-out mechanisms, and data processing agreements with service providers;
(c) Virginia Consumer Data Protection Act (VCDPA): Analysis of compliance with the VCDPA, including consumer rights procedures and data protection assessments; and
(d) Other applicable state privacy laws: Identification of and compliance analysis under any other state privacy or data protection laws to which the Company may be subject (e.g., Colorado Privacy Act, Connecticut Data Privacy Act, Texas Data Privacy and Security Act, etc.).
6.9. Records and documentation of any data breaches, security incidents, unauthorized access events, or other cybersecurity incidents that have occurred within the past five years, including: (a) a description of each incident; (b) the date of discovery and date of the incident; (c) the types and volume of data affected; (d) the root cause analysis and remediation measures taken; (e) copies of any notifications sent to affected individuals, regulators, or law enforcement; and (f) any resulting litigation, regulatory proceedings, or regulatory penalties.
6.10. SOC 2 Type I and SOC 2 Type II audit reports (or equivalent security audit reports, such as SOC 1 or ISO 27001 certifications) for the past three years, if available. Please also identify the auditor/assessor and the trust services criteria covered (security, availability, processing integrity, confidentiality, privacy).
6.11. Penetration testing reports, vulnerability assessment reports, and application security testing reports for the past two years, including the identity of the testing firm, the scope of testing, and a summary of findings and remediation status.
6.12. Description of the Company's PCI DSS (Payment Card Industry Data Security Standard) compliance status, to the extent the Company processes, stores, or transmits payment card data through the embedded payments feature. Please provide copies of any PCI DSS Self-Assessment Questionnaires (SAQs), Reports on Compliance (ROCs), Attestations of Compliance (AOCs), or Approved Scanning Vendor (ASV) scan reports.
6.13. Copies of all cyber insurance, network security liability, and privacy liability insurance policies currently in effect.
6.14. Documentation of compliance with FMCSA electronic logging device (ELD) technical specifications and regulations under 49 CFR Part 395, including: (a) self-certification documentation filed with FMCSA; (b) any testing or certification results; (c) any correspondence with FMCSA or related regulatory bodies regarding ELD compliance or enforcement actions; and (d) any customer-facing ELD compliance documentation or certifications.
6.15. Copies of all contracts or agreements with telematics providers, IoT device manufacturers, hardware vendors, or other technology partners whose devices or equipment are used in connection with the fleet management platform (e.g., GPS tracking devices, ELD hardware, dashcams, sensors).
6.16. Description of any artificial intelligence (AI) or machine learning (ML) components used in the MFW platform, including without limitation AI/ML models used in route optimization, predictive maintenance, driver behavior scoring, or other features. Please identify: (a) whether such models were developed in-house or by third parties; (b) the training data used; (c) any third-party AI/ML services or APIs utilized (e.g., cloud-based ML services); and (d) any AI governance, bias testing, or model explainability practices.
CATEGORY 7: REAL PROPERTY AND LEASES
7.1. A schedule of all real property owned, leased, subleased, licensed, or otherwise occupied by the Company. Based on information provided to date, the Company does not own any real property and leases three office locations. Please confirm this understanding and provide the schedule.
7.2. A complete copy of the office lease for the Company's headquarters in McLean, Virginia, including all amendments, extensions, modifications, side letters, and related documents:
• Location: 8750 Westpark Drive, Suite 600, McLean, VA 22102
• Landlord: Westpark Corporate Center LP
• Size: Approximately 15,000 square feet
• Base Rent: Approximately $42.00 per square foot per annum ($630,000 per annum)
• Lease Term: Through June 30, 2029
7.3. A complete copy of the office lease for the Company's Austin, Texas office, including all amendments, extensions, modifications, side letters, and related documents:
• Location: 301 Congress Avenue, Suite 1400, Austin, TX 78701
• Landlord: Brazos Tower Management LLC
• Size: Approximately 8,500 square feet
• Base Rent: Approximately $38.00 per square foot per annum ($323,000 per annum)
• Lease Term: Through December 31, 2027
7.4. A complete copy of the office lease for the Company's Boise, Idaho office, including all amendments, extensions, modifications, side letters, and related documents:
• Location: 950 West Bannock Street, Suite 210, Boise, ID 83702
• Landlord: Clearwater Realty Holdings Inc.
• Size: Approximately 4,000 square feet
• Base Rent: Approximately $22.00 per square foot per annum ($88,000 per annum)
• Lease Term: Through March 31, 2027
7.5. An analysis of any change-of-control, assignment, subletting, or consent provisions in each lease, including: (a) the specific lease provisions addressing assignment or transfer of the lease (whether by the tenant voluntarily or by operation of law); (b) whether a change of control of the tenant entity is deemed an assignment under the lease; (c) any landlord consent requirements (including whether consent may be unreasonably withheld, conditioned, or delayed); and (d) any recapture rights, termination rights, or rent adjustment provisions triggered by an assignment or change of control.
7.6. Copies of any subleases, licenses to use, or shared-space arrangements affecting any of the Company's leased premises.
7.7. Copies of any certificates of occupancy for each leased location, and copies of any notices from landlords regarding lease defaults, rent escalations, common area maintenance (CAM) charges, operating expense reconciliations, or required repairs or alterations.
7.8. Security deposit and letter of credit information for each leased property, including the amount of any security deposit or letter of credit, the depository institution, and the current status.
7.9. Copies of any correspondence with landlords regarding the proposed transaction or any contemplated changes in the Company's operations, occupancy, or leasehold interest.
CATEGORY 8: EMPLOYMENT AND BENEFITS
8.1. A complete list of all current employees of the Company (approximately 310 total across the McLean, Austin, and Boise offices), including for each employee: (a) full name; (b) title; (c) department; (d) office location; (e) date of hire; (f) current annual base salary or hourly wage; (g) bonus eligibility and target bonus amount (as a percentage of base salary or dollar amount); (h) FLSA exempt or non-exempt status; (i) full-time or part-time status; and (j) work authorization status (U.S. citizen, permanent resident, visa holder [type]).
8.2. A current organizational chart for the Company showing all departments, reporting relationships, and headcount by department and location.
8.3. Copies of all employment agreements, offer letters, and any amendments or modifications thereto, for all executive officers and key employees, including without limitation:
(a) Garrett Holliday (Co-Founder and Chief Executive Officer) — Employment Agreement effective January 1, 2023, including all amendments and exhibits. This agreement is understood to provide for an annual base salary of $425,000, an annual performance bonus target of 75% of base salary (approximately $318,750 at target), and a severance provision of twenty-four (24) months of base salary and continued benefits upon termination without cause or resignation for good reason within a specified period following a change of control (double-trigger acceleration);
(b) Diana Vasquez-Park (Co-Founder and Chief Technology Officer) — Employment Agreement effective January 1, 2023, including all amendments and exhibits. This agreement is understood to provide for an annual base salary of $385,000, an annual performance bonus target of 60% of base salary (approximately $231,000 at target), and a severance provision of eighteen (18) months of base salary and continued benefits upon termination without cause or resignation for good reason within a specified period following a change of control (double-trigger acceleration); and
(c) Marcus Trahan (Chief Financial Officer) — Employment agreement or offer letter, together with any amendments, exhibits, or side letters. Please provide the complete compensation terms, including base salary, bonus arrangement, severance provisions (if any), and equity award terms.
Please also provide employment agreements, offer letters, or compensation summaries for all other officers, vice presidents, and key employees.
8.4. Copies of all change-of-control agreements, severance agreements, retention agreements, stay-bonus arrangements, transaction-bonus agreements, or other arrangements that provide for compensation or benefits payable in connection with, triggered by, or contingent upon the proposed transaction or any change of control of the Company. Please also provide any board resolutions or compensation committee minutes approving such arrangements.
8.5. A list of all independent contractors and consultants currently engaged by the Company, including for each: (a) name (or entity name); (b) role or function; (c) engagement start date; (d) compensation (rate or total annual spend); (e) work location; and (f) copies of all independent contractor agreements, consulting agreements, and statements of work. Approximately twenty-five (25) independent contractors in product development have been identified in preliminary diligence. Please confirm the total number and provide complete documentation for all independent contractors.
8.6. Analysis or documentation relating to the classification of independent contractors versus employees, including: (a) any legal opinions or memoranda addressing worker classification; (b) any IRS Form SS-8 filings; (c) any audits, inquiries, or determinations by the IRS, Department of Labor, or any state agency (including state unemployment agencies, workers' compensation boards, or state tax authorities) regarding the classification of any workers; and (d) any internal analysis or guidelines used by the Company in determining worker classification.
8.7. Copies of all employee benefit plans currently maintained, sponsored, or contributed to by the Company, including: (a) group health insurance (medical, dental, vision); (b) life insurance and accidental death and dismemberment (AD&D) insurance; (c) short-term and long-term disability insurance; (d) 401(k) or other defined contribution retirement plans; (e) any defined benefit pension plans; (f) health savings accounts (HSAs) or flexible spending accounts (FSAs); (g) employee assistance programs (EAPs); and (h) any other welfare benefit or fringe benefit plans. For each plan, please provide copies of: (i) the plan document and any amendments; (ii) the summary plan description (SPD); (iii) the most recent IRS Form 5500 annual return/report; (iv) the most recent nondiscrimination testing results (for qualified retirement plans); and (v) any IRS determination letters or opinion letters.
8.8. Complete documentation for the MFW 2016 Stock Incentive Plan (1,300,000 shares authorized; 650,000 options outstanding, of which 480,000 are vested and 170,000 are unvested; weighted-average exercise price of $8.50 per share), including: (a) the plan document, as amended; (b) all forms of award agreements (stock option agreements, restricted stock agreements, RSU agreements, and any other forms); (c) all amendments to the plan; (d) board resolutions and stockholder resolutions approving the plan, amendments thereto, and individual grants; and (e) the schedule of all outstanding awards as described in Request 2.7 above.