CALDERWOOD & HARKNESS LLP
CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
TO: James Prentice, Responsible Partner
FROM: Sandra Tung, Billing Partner
DATE: February 11, 2026
RE: Staffing Plan and Preliminary Budget — Proposed Acquisition of Meridian FleetWorks, Inc. by Solara Digital Infrastructure LP (Project Trident)
MATTER NO.: 1041-00004
ENGAGEMENT LETTER REF.: 1041-00004
CLIENT: Solara Digital Infrastructure LP (EIN 82-4710368)
CONFIDENTIALITY NOTICE: This memorandum is prepared for internal use by Calderwood & Harkness LLP in connection with the above-referenced matter and is subject to the attorney-client privilege and work product doctrine. No portion of this memorandum may be disclosed, distributed, or reproduced to any person outside the firm without the prior written consent of the responsible partner. Receipt of this memorandum by any person not authorized to receive it does not constitute a waiver of the protections afforded by the attorney-client privilege or the work product doctrine.
1. Executive Summary
The purpose of this memorandum is to set forth the staffing plan, allocation of responsibilities among team members, and preliminary budget estimate for Calderwood & Harkness LLP's representation of Solara Digital Infrastructure LP ("Solara" or the "Client") in connection with the proposed acquisition of one hundred percent (100%) of the issued and outstanding equity of Meridian FleetWorks, Inc. ("MFW" or the "Target") by Solara, acting through Solara Fund III, LP, for a total purchase price of Three Hundred Fifty Million Dollars ($350,000,000) on a cash-free, debt-free basis (the "Transaction" or "Project Trident"). The Transaction is structured as a stock purchase and will be effectuated through a newly formed Delaware limited liability company acquisition vehicle, Solara Fleet Holdings LLC.
The engagement letter between Calderwood & Harkness LLP and Solara Digital Infrastructure LP was executed on February 10, 2026 (Engagement Letter Reference No. 1041-00004). A retainer deposit in the amount of One Hundred Fifty Thousand Dollars ($150,000) is anticipated to be received on February 12, 2026 — the day following the preparation of this memorandum — and will be applied against final invoice(s) upon the conclusion of the engagement or as otherwise provided in the engagement letter.
The fee arrangement is hourly billing, subject to a hard fee cap of Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) through closing, exclusive of disbursements. This cap represents a negotiated ceiling that was agreed upon in light of the Transaction's complexity and expected timeline. Based on the staffing plan and workstream analysis described in detail below, the preliminary estimate of total professional fees is $2,200,000 to $2,600,000, which provides a cushion of approximately $150,000 to $550,000 against the cap. This cushion is intended to absorb routine overruns, unanticipated complexity in discrete workstreams, and the possibility of a moderately extended negotiation or closing timeline, while still keeping the engagement within the agreed-upon cap.
The Transaction is currently in the pre-LOI stage. The Letter of Intent between Solara Fund III, LP and Meridian FleetWorks, Inc. is expected to be signed on or about February 18, 2026, at which point an exclusivity period will commence and confirmatory due diligence will follow immediately. The target timeline envisions execution of the Stock Purchase Agreement ("SPA") by March 31, 2026, and a target closing date of April 30, 2026, with an outside date of June 30, 2026 in the event that regulatory clearance, third-party consents, or other conditions to closing require additional time.
In terms of transaction complexity, this matter falls in the mid-to-upper range for a middle-market private equity acquisition. Several factors contribute to this assessment:
• The Target operates a vertical-SaaS platform serving approximately 4,200 customers in the fleet management and logistics industry, with embedded fintech and data-privacy elements that require heightened attention during diligence and in the SPA representations.
• MFW has approximately 310 employees across three offices (McLean, Virginia; Austin, Texas; and Boise, Idaho), necessitating multi-state employment and benefits diligence.
• The Transaction involves leveraged financing, with a $175,000,000 senior secured credit facility from Ironclad National Bank, N.A. and Ridgeline Commercial Lending Corp., requiring careful coordination between the SPA and the credit agreement and monitoring of certain-funds conditionality.
• The founder and CEO, Garrett Holliday, will roll over approximately $25,000,000 of equity value into the acquisition vehicle, giving rise to rollover structuring and related tax considerations.
• The parties intend to obtain a buy-side representations and warranties insurance policy with a proposed limit of $35,000,000, requiring coordination with the insurance broker and underwriter and alignment of the policy with the SPA indemnification framework and escrow structure.
• The Transaction requires an HSR Act filing, adding both cost and timeline risk, particularly if the parties do not receive early termination of the waiting period.
Each of these elements is addressed in the workstream-specific budget analysis that follows. The sections below provide a detailed overview of the Transaction, the proposed engagement team, the preliminary budget by workstream, key assumptions and variables, billing protocols, milestone scheduling, and recommendations for the responsible partner's approval.
2. Transaction Overview
2.1 Parties
Buyer. Solara Digital Infrastructure LP, acting through Solara Fund III, LP (EIN 84-6239017), a Delaware limited partnership. The acquisition will be effected through a newly formed special purpose acquisition vehicle, Solara Fleet Holdings LLC, to be organized as a Delaware limited liability company. Solara Fleet Holdings LLC has not yet been formed; its formation will be one of the initial closing workstream tasks for the Calderwood & Harkness team. The principal contacts at Solara for purposes of this engagement are Viktor Sorensen (Managing Partner) and Claire Nakamura (Vice President, Legal & Compliance).
Target. Meridian FleetWorks, Inc. (EIN 47-3891205), a Delaware corporation headquartered at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102. MFW maintains additional offices in Austin, Texas and Boise, Idaho. The Target is a vertical-SaaS company providing fleet management, logistics optimization, and compliance software solutions to approximately 4,200 customers, primarily in the commercial trucking, delivery, and field-services industries. MFW was founded in 2009 by Garrett Holliday and currently employs approximately 310 persons across its three office locations.
2.2 Transaction Structure
The Transaction is structured as a one hundred percent (100%) stock purchase — the acquisition of all issued and outstanding shares of common stock (7,850,000 shares) and Series A Preferred Stock (1,500,000 shares) of Meridian FleetWorks, Inc. In addition, the Transaction contemplates the cash-out of 650,000 outstanding stock options issued under MFW's 2016 Stock Incentive Plan at a per-share price of $35.00 (against a weighted-average exercise price of $8.50 per share), resulting in a net per-option spread of $26.50 and an aggregate option cash-out of $17,225,000.
2.3 Purchase Price and Working Capital Adjustment
The aggregate purchase price is Three Hundred Fifty Million Dollars ($350,000,000) on a cash-free, debt-free basis, subject to a customary net working capital ("NWC") adjustment. The target NWC has been set at $5,800,000, and the SPA will include a standard true-up mechanism providing for a post-closing adjustment within ninety (90) days following the closing date based on actual NWC as of the close, with any dispute to be resolved through an independent accounting firm determination.
2.4 Financing
The Transaction will be financed through a combination of equity and debt as follows:
• Equity: $175,000,000 from Solara Fund III, LP, contributed to Solara Fleet Holdings LLC as an equity capital contribution. This equity commitment will be documented in an equity commitment letter to be drafted by Calderwood & Harkness.
• Debt: $175,000,000 senior secured credit facility from Ironclad National Bank, N.A. (as administrative agent and lead arranger) and Ridgeline Commercial Lending Corp. (as co-lender), consisting of:
(a) A $125,000,000 Term Loan A facility, to be drawn in full at closing; and
(b) A $50,000,000 Revolving Credit Facility, expected to remain undrawn at closing and available for post-closing working capital and general corporate purposes.
The debt commitment letter (reference CL-INB-2026-0214) is expected to be dated February 14, 2026, and will be subject to review by Calderwood & Harkness upon receipt. Lenders' counsel is Cascade & Whitfield LLP, with lead partner Jonathan Mayer.
2.5 Equity Rollover
Garrett Holliday (founder and CEO of MFW) will roll over approximately $25,000,000 of equity value into Solara Fleet Holdings LLC in connection with the closing. The rollover is intended to be treated as a tax-deferred contribution under Section 721 of the Internal Revenue Code. Mr. Holliday's post-closing equity stake in Solara Fleet Holdings LLC, governance rights, transfer restrictions, and put/call and tag-along/drag-along provisions will be addressed in a rollover agreement to be drafted by Calderwood & Harkness.
2.6 Representations and Warranties Insurance
The parties intend to procure a buy-side representations and warranties insurance policy. The prospective carrier is Atlas Meridian Underwriters Ltd., and the insurance broker is Trident Peak Insurance Brokers Inc. (account executive Megan Forsythe). The proposed policy limit is $35,000,000 (approximately 10% of the enterprise value), with an estimated premium of approximately $1,050,000 (reflecting a rate of 3.0% on the policy limit), plus applicable taxes and fees. The R&W policy will be coordinated with the SPA indemnification provisions and the escrow structure to ensure comprehensive buyer-side protection.
2.7 Escrow
$17,500,000 (5% of the aggregate deal value) will be deposited with Northgate Escrow Services LLC at closing, to be held in escrow for the benefit of the Buyer as security for the sellers' indemnification obligations. The escrow will have an eighteen (18) month survival period for general representations, with claims to be submitted to the escrow agent in accordance with claim mechanics to be set forth in the escrow agreement. Specific representations (tax, fundamental, and certain specified representations) are expected to have longer survival periods as negotiated in the SPA.
2.8 Key Counterparties and Advisors
The following is a summary of the principal counterparties and advisors in the Transaction, as known at this time:
• Target's Counsel: Hawthorne Kinsey & Alcott LLP ("HKA"), lead partner Rachel Greenwald. HKA is a well-regarded middle-market M&A firm and we expect a professional but diligent negotiation on seller protections.
• Target's Financial Advisor: Redstone Arbor Capital LLC, Managing Director Priya Chandrasekaran. Redstone Arbor has a success fee of $6,125,000 payable at closing.
• Buyer's Financial Advisor: Cobalt Ridge Partners LLC, Managing Director Owen Prescott. Cobalt Ridge is advising Solara on valuation, deal structuring, and negotiation strategy.
• Lenders' Counsel: Cascade & Whitfield LLP, lead partner Jonathan Mayer. C&W will be responsible for drafting the credit agreement and related loan documentation.
• Target's Auditor: Glenmore Kessler & Associates PC, engagement partner Linda Chowdhury, CPA. Glenmore Kessler has audited MFW's financial statements for the fiscal years ended December 31, 2023, 2024, and 2025 (the 2025 audit is expected to be completed prior to SPA execution).
• Quality of Earnings Advisor (Buy-Side): Whitmore Sandoval Group LLC, engagement lead Daniel Ostroff, CPA. Whitmore Sandoval is conducting the quality of earnings analysis and has been engaged separately by Solara. Their work includes assessment of sales tax exposure, which they have preliminarily estimated at $800,000 to $1,400,000 across six to eight states.
2.9 Virtual Data Room
The Transaction data room is hosted on Thackeray Solutions under the code name "Project Trident." VDR access was granted to the Solara deal team on February 3, 2026. As of the date of this memorandum, the VDR has been partially populated by MFW and its counsel; the Calderwood & Harkness team will begin a comprehensive VDR review promptly upon engagement activation and retainer receipt.
3. Engagement Team — Staffing Plan
3.1 Team Roster and Billing Rates
The following table sets forth the proposed Calderwood & Harkness engagement team, each team member's role, applicable hourly billing rate, estimated range of hours, and primary workstream assignments. These rates are consistent with the rates disclosed in the engagement letter and reflect the firm's current standard rate schedule for mergers and acquisitions matters of this nature.
The total estimated range of team hours is approximately 1,180 to 1,500 hours across all timekeepers. The blended effective rate across the team, weighted by the estimated hours at the midpoint, is approximately $1,565 per hour. This blended rate reflects the partner-intensive nature of SPA negotiation and the substantial associate-level effort in diligence and first-draft preparation.
3.2 Role Descriptions and Allocation of Responsibilities
The responsibilities of each team member are described in detail below. This allocation is designed to ensure appropriate partner oversight and review of all material work product while maximizing efficiency through the delegation of execution-level tasks to associates and paralegals.
James Prentice — Responsible Partner. Mr. Prentice will provide overall engagement leadership and serve as the primary point of contact for Viktor Sorensen and Claire Nakamura at Solara Digital Infrastructure LP. He will lead all substantive negotiations with Hawthorne Kinsey & Alcott LLP on behalf of the Client, with particular responsibility for the Stock Purchase Agreement and the key commercial and legal terms thereof. Mr. Prentice will serve as principal drafter of the SPA, working from the first draft prepared by Andrew Fitzpatrick, and will be responsible for final review of all material work product generated by the engagement team prior to its delivery to the Client or transmission to opposing counsel. All advice delivered to the Client, whether in writing or orally, must receive Mr. Prentice's sign-off or be delivered in a manner consistent with guidance he has previously approved. Mr. Prentice's estimated hours of 150 to 200 reflect the expectation that his involvement will be concentrated during the SPA drafting and negotiation phase (March 1–31, 2026) and closing (April 30, 2026), with moderate involvement during the diligence phase for oversight and client communication.
Sandra Tung — Billing Partner. Ms. Tung will serve as the day-to-day billing partner for the engagement and will assume responsibility for monitoring cumulative fees against the $2,750,000 fee cap on a bi-weekly basis. In addition to her billing oversight role, Ms. Tung will serve as co-drafter on the SPA and will assume primary drafting responsibility for several ancillary agreements, including the escrow agreement, the stockholder support agreement, and the rollover agreement. She will lead the closing coordination workstream, ensuring that all closing deliverables are tracked, prepared, and executed in an orderly fashion. Ms. Tung will also manage the budget on an ongoing basis, identifying and escalating any risk of fee cap exceedance to Mr. Prentice promptly upon identification.
Sylvia Hartwell — Tax Specialist Partner. Ms. Hartwell will lead all tax-related workstreams for the engagement. Her responsibilities include preparation of a preliminary tax structure analysis (evaluating the relative merits of a stock purchase versus an asset purchase, including the availability and advisability of a Section 338(h)(10) election), detailed Section 338(h)(10) election analysis (including eligibility assessment, deemed asset sale treatment modeling, impact on the sellers, and negotiation of any potential tax gross-up), analysis of the tax treatment of Garrett Holliday's equity rollover under Section 721 of the Internal Revenue Code, analysis of the option cash-out tax implications for the holders, and comprehensive state and local tax diligence covering MFW's nexus and filing positions in Delaware, Virginia, Texas, and Idaho. Ms. Hartwell will coordinate closely with Daniel Ostroff at the Whitmore Sandoval Group on sales tax exposure quantification, which has been preliminarily estimated at $800,000 to $1,400,000 across six to eight states. She will also draft or review the tax provisions of the SPA, including tax-specific representations and warranties, pre-closing tax covenants, indemnification for pre-closing taxes, and straddle-period allocation provisions.
Andrew Fitzpatrick — Lead Associate (7th Year). Mr. Fitzpatrick will serve as the lead associate on the engagement and will bear primary responsibility for the diligence management process, the preparation of the SPA first draft, the financing workstream, and coordination of the R&W insurance process. Specifically, Mr. Fitzpatrick will manage the overall diligence process and supervise Naomi Petersen's execution of diligence across all categories. He will prepare the first complete draft of the SPA, working from the firm's buyer-favorable form and the annotated outline/term sheet approved by Mr. Prentice. He will review and analyze the debt commitment letter from Ironclad National Bank (CL-INB-2026-0214), prepare a commitment letter review memorandum, and coordinate with Cascade & Whitfield LLP on credit agreement alignment. Mr. Fitzpatrick will serve as the primary liaison with Trident Peak Insurance Brokers Inc. and Atlas Meridian Underwriters Ltd. in connection with the R&W insurance process. He will also draft the restrictive covenant agreements for Garrett Holliday and the Target's COO, Vasquez-Park, and prepare the funds flow memorandum and weekly diligence status updates for the Client.
Naomi Petersen — Working Associate (4th Year). Ms. Petersen will execute diligence across all categories, including corporate and organizational, material contracts, intellectual property, employment and benefits, real estate and leases, and regulatory and compliance. She will maintain the diligence tracker and VDR review log on an ongoing basis, ensure that all VDR documents are catalogued and reviewed in a systematic manner, and prepare category-specific diligence memoranda for review by Mr. Fitzpatrick and Mr. Prentice. Ms. Petersen will prepare the first draft of the disclosure schedules template for completion by MFW and HKA, provide support on SPA drafting as directed by Mr. Fitzpatrick, and prepare and maintain the preliminary closing checklist.
Paralegals (To Be Determined — Estimated Two Paralegals). Two paralegals will be assigned to the engagement to handle document management, VDR cataloguing and tracking, entity formation filings (including formation of Solara Fleet Holdings LLC in Delaware and obtaining an Employer Identification Number from the Internal Revenue Service), procurement of good standing certificates, UCC and lien searches, closing binder assembly, signature page coordination, and HSR filing logistics support. The specific paralegals to be assigned will be determined based on availability and confirmed following the team kick-off call scheduled for February 12, 2026.
3.3 Specialist and Additional Resources
The staffing plan described above represents the core engagement team. However, the diligence and ongoing transaction activity may reveal issues requiring specialized expertise beyond the M&A team's core competencies. Two areas are specifically identified at this stage:
intellectual Property. Preliminary information indicates that three former contractors who performed development work for MFW during the 2015–2016 period do not have executed intellectual property assignment agreements on file. If the remediation of these IP assignment gaps requires a specialized strategy — such as retroactive assignment procurement, work-for-hire analysis, or assessment of the scope and materiality of the unassigned contributions — Calderwood & Harkness's intellectual property practice group may need to be engaged. The M&A team will make an initial assessment of the IP assignment gap issues during the diligence phase and, if the issues are sufficiently complex or material, will recommend engagement of IP specialists to Mr. Prentice.
Data Privacy and Cybersecurity. MFW's fleet management platform involves the collection and processing of GPS location data, driver behavior data, and potentially biometric data (depending on the nature of any electronic logging device or camera integrations). This data raises compliance considerations under the Illinois Biometric Information Privacy Act ("BIPA"), the California Consumer Privacy Act ("CCPA"), and federal Electronic Logging Device ("ELD") regulations, among other potentially applicable laws. The depth of data privacy and cybersecurity diligence required will be evaluated based on initial findings. If a deeper assessment is warranted, Calderwood & Harkness's data privacy and cybersecurity practice group may be engaged to supplement the M&A team.
If additional specialist time is required from within Calderwood & Harkness, those hours will be tracked against the fee cap and billed at the applicable specialist rates. The team will promptly flag to James Prentice any risk that specialist engagement, when combined with projected core team hours, could cause the engagement to approach or exceed the fee cap. If the engagement of external specialist counsel becomes necessary (which is not currently anticipated), those fees would be treated as disbursements outside the fee cap, consistent with the terms of the engagement letter.
4. Preliminary Budget — By Workstream
4.1 Budget Summary
The following table summarizes the preliminary budget estimate by workstream, together with each workstream's approximate percentage of the total estimated fees. The fee ranges reflect the variability inherent in a transaction of this nature and account for the principal risk factors discussed in Section 5 below.
As reflected in the table above, the preliminary budget estimate provides a cushion of between $150,000 and $550,000 against the negotiated fee cap of $2,750,000. This cushion is designed to accommodate the routine variability that is inherent in any complex transaction, including the possibility that one or more workstreams may require more hours than currently projected. The discussion below provides a detailed breakdown of each workstream, including the scope of work, key deliverables, assumed level of effort, and key personnel.
4.2 Workstream Detail
4.2.1 Due Diligence ($650,000 – $800,000)
Due diligence represents the single largest workstream by estimated cost, reflecting the breadth and complexity of MFW's business, operations, and contractual arrangements. The due diligence workstream encompasses the following activities:
Virtual Data Room Review. MFW has established an Thackeray Solutions data room under the code name "Project Trident." Access was granted to Solara on February 3, 2026. Based on the Target's profile — a vertical-SaaS company with approximately 4,200 customers, 310 employees, three office locations, multiple material vendor and technology agreements, and a nine-year operating history — we anticipate that the VDR will contain several thousand documents across thirteen (13) diligence categories. The Calderwood & Harkness team will conduct a comprehensive document-by-document review of all VDR materials, with primary execution responsibility assigned to Naomi Petersen and paralegal support for document cataloguing and tracking.
Due Diligence Request List. Calderwood & Harkness will prepare and transmit a comprehensive due diligence request list to Hawthorne Kinsey & Alcott LLP. The target date for transmission is February 19, 2026 — one day after the anticipated LOI execution date. The request list will be organized by category and will be customized to reflect the specific characteristics of MFW's business, including its SaaS revenue model, fleet management technology platform, embedded fintech elements, and multi-state workforce.
Diligence Tracker and Status Matrix. Naomi Petersen will establish and maintain a diligence tracker and status matrix on an ongoing basis throughout the diligence period, which is expected to conclude by March 15, 2026. The tracker will catalog all items requested, all items received, the review status of each item, and any open items or follow-up requests. Weekly status updates will be provided to the Client by Andrew Fitzpatrick based on the tracker data.
Category-Specific Diligence Memoranda. The team will prepare detailed diligence memoranda in each of the following categories:
Corporate and Organizational. Review of MFW's organizational documents (certificate of incorporation, bylaws, board and stockholder minutes, capitalization table), subsidiary structure (if any), and jurisdictional qualifications. Confirmation of authorized, issued, and outstanding capitalization, including the 7,850,000 shares of common stock, 1,500,000 shares of Series A Preferred Stock, and 650,000 outstanding options under the 2016 Stock Incentive Plan (1,300,000 shares authorized under the plan).
Material Contracts. Review and analysis of all material contracts, including customer agreements, vendor agreements, technology licensing arrangements, and strategic partnerships. Several contracts have been identified as requiring heightened attention:
(i) The TerraLink Logistics master services agreement, which contains a change-of-control consent requirement. Obtaining the TerraLink consent is a critical path item for closing; if TerraLink is uncooperative, this could necessitate alternative structuring or extended negotiation.
(ii) The Brindoval Data Solutions hosting agreement, which governs the cloud infrastructure upon which MFW's platform operates and is material to the Target's ongoing operations.
(iii) The Sentinel Commerce Bank credit facility, which will need to be paid off at closing (approximately $4,200,000 outstanding) and for which payoff letters and lien releases must be obtained.
(iv) The employment agreements for Garrett Holliday (CEO) and Vasquez-Park (COO), which include compensation, change-of-control provisions, and restrictive covenant terms that must be analyzed in the context of the Transaction.
intellectual Property. Review of MFW's intellectual property portfolio, including trademarks, domain names, patents (if any), copyrights in the software platform, and trade secrets. A key issue already identified is the existence of IP assignment gaps for three former contractors who performed development work during the 2015–2016 period without having executed IP assignment agreements. The materiality and scope of these contractors' contributions, and the availability of remediation strategies (including retroactive assignments), will be assessed during diligence.
Employment and Benefits. Review of employment agreements, offer letters, employee handbook, benefit plans, independent contractor agreements, and classification practices. A known issue is the independent contractor classification risk associated with approximately 25 product development contractors currently engaged by MFW. Additionally, the team will review the 2016 Stock Incentive Plan in detail, including the terms of the 650,000 outstanding options, vesting schedules, acceleration provisions, and the mechanics of the proposed option cash-out at $35.00 per share.
Real Estate and Leases. Review of the three office leases maintained by MFW:
(i) McLean, Virginia headquarters — Westpark Corporate Center LP (landlord); annual rent of $630,000; lease term through June 30, 2029.
(ii) Austin, Texas office — Brazos Tower Management LLC (landlord); annual rent of $323,000; lease term through December 31, 2027.
(iii) Boise, Idaho office — Clearwater Realty Holdings Inc. (landlord); annual rent of $88,000; lease term through March 31, 2027.
Each lease will be reviewed for change-of-control provisions, assignment restrictions, and any required landlord consents in connection with the Transaction.
Regulatory and Compliance. Assessment of MFW's regulatory compliance posture, including HSR Act filing requirements, data privacy and cybersecurity compliance (BIPA, CCPA, and related state laws), Electronic Logging Device compliance, and sales tax nexus and filing positions across relevant jurisdictions.
NDA Review Memorandum. A review of MFW's standard-form and negotiated non-disclosure agreements with key customers and vendors is already substantially complete and will be finalized during the diligence period.
Coordination with Buy-Side Advisors. The Calderwood & Harkness team will coordinate with the Whitmore Sandoval Group LLC on quality of earnings and sales tax findings. Daniel Ostroff at Whitmore Sandoval is the engagement lead, and his team's work product — including the quality of earnings report and the sales tax exposure analysis — will inform both the diligence memoranda and the SPA drafting process. The team will also coordinate as needed with Glenmore Kessler & Associates PC (MFW's auditor, engagement partner Linda Chowdhury, CPA) for financial document requests and clarifications.
Key Personnel. Naomi Petersen (primary execution), Andrew Fitzpatrick (supervision and review, with direct involvement in material contracts and IP analysis), and paralegals (document tracking and VDR cataloguing).
Budget Basis. The budget for this workstream assumes approximately 600 to 750 hours of associate and paralegal time at a blended rate. The range reflects the uncertainty inherent in the volume and complexity of VDR materials and the potential for additional diligence issues to surface beyond those already identified.
4.2.2 SPA Drafting and Negotiation ($600,000 – $725,000)
The Stock Purchase Agreement is the central transaction document and represents the second-largest workstream by estimated cost. This workstream reflects the substantial partner-level involvement required for both drafting and multi-round negotiation with Hawthorne Kinsey & Alcott LLP. The scope of work includes the following:
Annotated Outline and Term Sheet. Prior to commencing the first full draft of the SPA, the team will prepare an annotated outline and deal-point term sheet summarizing the key commercial and legal terms of the Transaction for Client comment. This outline will be circulated to Viktor Sorensen and Claire Nakamura at Solara and to Owen Prescott at Cobalt Ridge Partners for alignment on the Client's priorities and negotiation positions.
First Complete Draft. Andrew Fitzpatrick will prepare the first complete draft of the Stock Purchase Agreement, using Calderwood & Harkness's buyer-favorable precedent form as a starting point and customizing it to reflect the specific terms and structure of Project Trident. The SPA will include the following substantive provisions:
• Comprehensive seller representations and warranties (covering corporate organization, capitalization, financial statements, material contracts, intellectual property, employment and benefits, real estate, tax, compliance with laws, data privacy, environmental, insurance, customers and suppliers, absence of certain changes, and other customary and transaction-specific representations).
• Buyer representations and warranties (covering organization, authority, absence of conflicts, financing, solvency, and investment intent).
• Purchase price mechanics, including the cash-free, debt-free adjustment methodology, net working capital adjustment (with a target NWC of $5,800,000), and cash/debt/transaction expense adjustment provisions.
• Pre-closing covenants, including conduct-of-business covenants requiring MFW to operate in the ordinary course of business during the interim period, as well as affirmative covenants regarding access, cooperation with financing, and efforts to obtain third-party consents.
• Conditions to closing, including HSR clearance (early termination or expiration of the waiting period), receipt of the TerraLink Logistics change-of-control consent, receipt of other required third-party consents, accuracy of representations and warranties as of closing, compliance with covenants, absence of Material Adverse Effect, and delivery of closing deliverables.
• Indemnification framework, including negotiated baskets (with a deductible/tipping basket structure to be negotiated), caps (with a general cap and a fundamental representations cap), survival periods (18 months for general representations, with longer survival for tax, fundamental, and specified representations), escrow mechanics (interplay with the $17,500,000 Northgate Escrow Services escrow), and R&W insurance interplay provisions.
• Termination provisions, including the right of either party to terminate if closing has not occurred by the outside date of June 30, 2026, and other customary termination triggers.
• Option cancellation mechanics, providing for the cash-out of the 650,000 outstanding options at the per-share price of $35.00 (net of the $8.50 weighted-average exercise price), in each case subject to applicable tax withholding.
• Rollover mechanics, providing for Garrett Holliday's contribution of approximately $25,000,000 of equity value to Solara Fleet Holdings LLC contemporaneously with the closing, with cross-references to the rollover agreement.
Disclosure Schedules. Naomi Petersen will prepare a disclosure schedules template, organized to correspond to each representation and warranty section of the SPA, for completion by MFW and HKA. The team will review and negotiate the completed disclosure schedules, ensuring that disclosed items do not undermine the substance of the corresponding representations and identifying any disclosed items that require further diligence or negotiation of specific indemnities.
Iterative Negotiation. We anticipate three to five turns of the SPA between Calderwood & Harkness and Hawthorne Kinsey & Alcott LLP. Each turn will involve receipt and analysis of HKA's markup, preparation of a redline summary and issues list for Client review, a Client-side strategy call, preparation of a counter-markup, and transmission to HKA with an accompanying negotiation points letter or call. The negotiation is expected to be professional but substantive, with particular focus on the indemnification framework, the scope and qualifiers of seller representations, the definition of Material Adverse Effect, the interim operating covenants, the treatment of pre-closing tax obligations, and the allocation of risk between the indemnification provisions, the escrow, and the R&W insurance policy.
Client Review and Coordination. Throughout the SPA drafting and negotiation process, the team will conduct regular review calls with the Solara deal team (Viktor Sorensen and Claire Nakamura) and Cobalt Ridge Partners (Owen Prescott) to ensure alignment on negotiation priorities and to obtain timely Client feedback on each turn of the SPA.
Key Personnel. James Prentice (lead drafter and negotiator), Sandra Tung (co-drafter), Andrew Fitzpatrick (first draft and iterative revisions), Naomi Petersen (disclosure schedules and exhibits).
Budget Basis. This workstream assumes SPA execution by March 31, 2026. The significant partner involvement in both drafting and negotiation — with both James Prentice and Sandra Tung actively engaged — is the primary driver of cost in this workstream. If the negotiation requires more than five turns or extends beyond March 31, hours and fees will increase accordingly.
4.2.3 Tax ($200,000 – $275,000)
Sylvia Hartwell will lead all tax-related workstreams for the engagement. The scope of work includes:
Preliminary Tax Structure Memorandum. Ms. Hartwell will prepare a memorandum analyzing the relative merits of a stock purchase versus an asset purchase from a tax perspective, including the implications of Delaware governing law, and will address the Section 338(h)(10) election as a mechanism to achieve asset-purchase tax treatment within a stock-purchase legal structure.
Section 338(h)(10) Election Analysis. A key tax workstream will be the detailed analysis of whether a Section 338(h)(10) election is feasible and advisable. This analysis will include assessment of eligibility requirements (including whether MFW qualifies as a target for the election), modeling of the deemed asset sale treatment and resulting tax basis step-up, quantification of the impact on the sellers (including Pinnacle Bluff Ventures LLC, Garrett Holliday, and Vasquez-Park), and analysis and negotiation of any potential tax gross-up provision in the SPA to compensate the sellers for additional tax liability resulting from the election.
Rollover Tax Treatment. The team will analyze the tax treatment of Garrett Holliday's rollover of approximately $25,000,000 of equity value into Solara Fleet Holdings LLC, with the objective of structuring the rollover as a tax-deferred contribution under Section 721 of the Internal Revenue Code. This analysis will address eligibility, potential exceptions to Section 721 nonrecognition treatment, and the resulting tax basis in Holliday's membership interest in Solara Fleet Holdings LLC.
State and Local Tax Diligence. Ms. Hartwell will conduct or supervise state and local tax diligence, including assessment of MFW's nexus and filing positions in Delaware, Virginia, Texas, and Idaho, as well as potential transfer tax obligations arising from the Transaction in each applicable jurisdiction.
Sales Tax Exposure Coordination. The team will coordinate with Daniel Ostroff at the Whitmore Sandoval Group on the quantification of MFW's sales tax exposure, which has been preliminarily estimated at $800,000 to $1,400,000 across six to eight states. The findings of this analysis will inform both the diligence memoranda and the negotiation of tax-specific indemnification provisions in the SPA.
Option Cash-Out Tax Treatment. The team will analyze the tax treatment of the option cash-out for option holders. The aggregate net spread is $26.50 per share (the $35.00 per-share price less the $8.50 weighted-average exercise price) across 650,000 outstanding options, for a total aggregate option cash-out of $17,225,000. The analysis will address withholding obligations, the characterization of income (ordinary income versus capital gain), and any applicable reporting requirements.
SPA Tax Provisions. Ms. Hartwell, with support from Andrew Fitzpatrick, will draft or review the tax provisions of the SPA, including tax-specific representations and warranties, pre-closing tax covenants (including restrictions on filing amended returns, changing accounting methods, and settling tax disputes), indemnification for pre-closing taxes, and straddle-period allocation provisions (which will typically allocate taxes between the pre-closing and post-closing periods using a closing-of-the-books method for income and transaction-based taxes and a proration method for property and similar taxes).
Key Personnel. Sylvia Hartwell (lead), with support from Andrew Fitzpatrick on SPA tax provisions.
4.2.4 Financing ($175,000 – $225,000)
The financing workstream encompasses both the debt and equity components of the Transaction's capital structure. The scope of work includes:
Debt Commitment Letter Review. Upon receipt of the debt commitment letter from Ironclad National Bank, N.A. (reference CL-INB-2026-0214, expected to be dated February 14, 2026), Andrew Fitzpatrick will conduct a thorough review and analysis of the commitment letter, with particular attention to the following elements: the scope and nature of conditions precedent to funding, any market flex provisions (pricing flex, structure flex, and securities demand provisions), the "market MAC" condition (including the definition and scope of events that could excuse the lenders from funding), SunGard-style provisions (including the limited conditionality framework and the requirements for "certain funds" closing certainty), representations and warranties that must be true at closing (and the extent to which those representations mirror or differ from the SPA representations), and any material documentation requirements or covenants. The resulting commitment letter review memorandum will be provided to James Prentice for review and to the Client for discussion.
Financing Sources and Uses Memorandum. The team will prepare a detailed financing sources and uses summary memorandum, documenting the flow of funds at closing. The preliminary sources and uses are expected to reflect: Sources of $175,000,000 in equity from Solara Fund III and $125,000,000 in Term Loan A proceeds (the $50,000,000 Revolver is expected to remain undrawn), for total sources of $300,000,000, plus the $25,000,000 in rollover equity and the application of closing adjustments.
Equity Commitment Letter. Calderwood & Harkness will draft the equity commitment letter from Solara Fund III, LP to Solara Fleet Holdings LLC, committing $175,000,000 of equity capital for the Transaction. The equity commitment letter will include provisions regarding the scope and conditionality of the commitment, limited guarantee provisions (if applicable), and termination triggers that are aligned with the SPA termination provisions.
Coordination with Lenders' Counsel. Calderwood & Harkness's role is buyer-side only; we will not draft the credit agreement or related loan documentation. That responsibility rests with Cascade & Whitfield LLP (lenders' counsel, lead partner Jonathan Mayer). However, the team will review drafts of the credit agreement as they are circulated by C&W and will ensure that the conditions precedent and representations in the credit agreement are aligned with the corresponding provisions of the SPA, so as to avoid any gap between SPA signing conditions and financing closing conditions.
Monitoring of Conditionality. Throughout the pre-closing period, the team will monitor the conditionality of the financing commitments to ensure that the certain-funds structure is maintained and that no event occurs (or fails to occur) that could jeopardize the availability of committed financing at closing.
Key Personnel. Andrew Fitzpatrick (primary), James Prentice (review of commitment letter and equity commitment letter).
4.2.5 Ancillary Agreements ($175,000 – $225,000)
The Transaction requires the preparation, negotiation, and execution of several ancillary agreements in addition to the SPA. Sandra Tung will serve as primary drafter for most of these agreements, with support from Andrew Fitzpatrick and review by James Prentice.
Rollover Agreement. Calderwood & Harkness will draft the rollover agreement between Garrett Holliday and Solara Fleet Holdings LLC, documenting the terms of Holliday's rollover of approximately $25,000,000 of equity value into the acquisition vehicle. The rollover agreement will address the following: the mechanics of the rollover contribution (including the number and class of shares to be contributed, the valuation methodology, and the membership interest to be received in exchange), Holliday's governance rights in Solara Fleet Holdings LLC (including any board representation, consent rights, or information rights), transfer restrictions on Holliday's membership interest (including any lock-up period and permitted transfer exceptions), put/call provisions (including the terms and conditions under which Holliday may put his interest to Solara and the terms under which Solara may call Holliday's interest), and tag-along and drag-along rights. The rollover agreement will be coordinated with the LLC operating agreement of Solara Fleet Holdings LLC (which may be prepared by Solara's fund counsel or by Calderwood & Harkness, to be confirmed).
Restrictive Covenant Agreements. Calderwood & Harkness will draft restrictive covenant agreements for the following individuals:
(a) Garrett Holliday (founder/CEO): three (3) year non-competition covenant, covering the fleet management software and logistics technology industry; non-solicitation of employees and customers; Delaware governing law.
(b) Vasquez-Park (COO): two (2) year non-competition covenant; non-solicitation of employees and customers; Delaware governing law.
Each restrictive covenant agreement will be drafted to be enforceable under Delaware law and, to the extent applicable, under the laws of the states in which the individuals reside and perform services. The agreements will define the scope of restricted activities, the geographic scope (if applicable), the non-solicitation restrictions, the remedies for breach (including injunctive relief), and the consideration supporting the covenants (which, for Holliday, will include the rollover consideration and any continued employment, and, for Vasquez-Park, will include the consideration received in the Transaction).
Stockholder Support Agreement. Calderwood & Harkness will draft a stockholder support agreement pursuant to which the following stockholders of MFW will agree to vote their shares in favor of the Transaction, refrain from transferring their shares during the interim period, and agree to drag-along provisions:
(a) Pinnacle Bluff Ventures LLC — 3,400,000 shares (approximately 34.0% of fully diluted equity)
(b) Garrett Holliday — 3,200,000 shares (approximately 32.0% of fully diluted equity)
(c) Vasquez-Park — 1,800,000 shares (approximately 18.0% of fully diluted equity)
These three stockholders collectively hold approximately 84.0% of MFW's fully diluted equity, and their support agreement will provide deal certainty by ensuring that the required stockholder approval will be obtained. The agreement will include a voting commitment (irrevocable proxy), transfer restrictions during the interim period, a drag-along provision, and termination mechanics aligned with the SPA.
Escrow Agreement. Calderwood & Harkness will prepare an escrow agreement term sheet and outline for the $17,500,000 escrow with Northgate Escrow Services LLC. The escrow agreement will address the amount and timing of the escrow deposit, the eighteen (18) month survival period for general representations (with potential longer survival for specified representations), the claim submission and dispute resolution mechanics, the conditions for disbursement of escrowed funds (both upon expiration of the survival period and in connection with resolved claims), the investment of escrowed funds during the escrow period, and escrow agent fees and indemnification.
Negotiation. Each ancillary agreement will be negotiated with HKA and the relevant counterparties. In particular, the rollover agreement and restrictive covenant agreements will require negotiation directly or through counsel with Garrett Holliday and Vasquez-Park. The stockholder support agreement will require engagement with Pinnacle Bluff Ventures LLC (through its counsel or representative).
Key Personnel. Sandra Tung (primary drafter), Andrew Fitzpatrick (support), James Prentice (review and negotiation).
4.2.6 R&W Insurance Coordination ($75,000 – $100,000)
The R&W insurance workstream involves coordination with the insurance broker and underwriter to procure a buy-side representations and warranties insurance policy for the Transaction. The scope of work includes:
R&W Insurance Process Memorandum. Andrew Fitzpatrick will prepare a process memorandum for the Client outlining the R&W insurance process, including the timeline, key milestones (submission, non-binding indications, underwriting diligence call, binder, and policy binding), and the anticipated terms and costs of coverage.
Application and Submission. The team will prepare a draft R&W insurance application and submission letter for transmittal by Trident Peak Insurance Brokers Inc. (account executive Megan Forsythe) to Atlas Meridian Underwriters Ltd. and potentially to additional carriers for competitive bids, at the Client's direction. The submission will include a summary of the Transaction, a draft or substantially final SPA, diligence reports, and other materials required by the underwriter.
Policy Terms and Coordination. The proposed policy terms include a limit of $35,000,000 (approximately 10% of the $350,000,000 enterprise value), an estimated premium of $1,050,000 (at a rate of 3.0% on the policy limit, plus applicable taxes and fees), and a retention/deductible structure to be negotiated. The team will coordinate with Trident Peak and Atlas Meridian on the coverage scope (buy-side policy), exclusions (including any deal-specific exclusions arising from diligence findings), and the interplay between the policy coverage and the SPA indemnification provisions and escrow structure.
Underwriting Calls. The team will participate in underwriting calls with Atlas Meridian Underwriters Ltd. These calls typically involve a review of the Transaction structure, key diligence findings, and any areas of heightened risk identified during the diligence process.
Policy Review and Negotiation. The team will review the draft policy terms and negotiate any objectionable provisions, including the scope of exclusions, the definition of loss, the claims process, and the coordination with the SPA indemnification framework. The objective is to ensure that the R&W insurance policy provides meaningful supplemental coverage for the Buyer, complementing (and in certain respects exceeding) the direct indemnification available from the sellers and the escrow.
Key Personnel. Andrew Fitzpatrick (primary), James Prentice (review of final policy terms).
4.2.7 Closing and Post-Closing ($200,000 – $250,000)
The closing and post-closing workstream encompasses all activities required to prepare for, execute, and wind down the Transaction closing. This workstream will ramp up following SPA execution (target: March 31, 2026) and will peak around the target closing date of April 30, 2026.
Closing Checklist. Naomi Petersen will prepare and maintain a comprehensive closing checklist, organized by responsible party, identifying all closing deliverables, conditions precedent, and required actions. The checklist will be circulated to all parties and updated on a regular basis during the pre-closing period.
Funds Flow Memorandum. Andrew Fitzpatrick will prepare a detailed funds flow memorandum documenting the sources and uses of funds at closing. Based on currently available information, the preliminary funds flow is expected to be approximately as follows:
Sources:
• Solara Fund III, LP equity contribution: $175,000,000
• Ironclad National Bank Term Loan A draw: $125,000,000
• Garrett Holliday equity rollover: $25,000,000
• Total Sources: $325,000,000
Uses:
• Purchase price (cash portion): $325,000,000 (i.e., $350,000,000 less $25,000,000 rollover)
• Less: MFW transaction expenses (including Redstone Arbor success fee of $6,125,000 and other estimated expenses): ~$12,000,000
• Less: Sentinel Commerce Bank payoff: ~$4,200,000
• Less: Escrow deposit to Northgate Escrow Services LLC: $17,500,000
• Net cash to selling stockholders and option holders: remainder
The funds flow memorandum will be finalized in coordination with the Client, Cobalt Ridge Partners, and HKA as closing approaches and final figures are confirmed.
Entity Formation. Paralegals will file the Certificate of Formation for Solara Fleet Holdings LLC with the Delaware Secretary of State and obtain an Employer Identification Number from the Internal Revenue Service. These filings should be completed promptly following the LOI signing to ensure that the acquisition vehicle is in place well in advance of SPA execution and closing.
HSR Filing. The Transaction requires a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The estimated HSR filing fee is $350,000, which is the Buyer's obligation. Andrew Fitzpatrick will coordinate the preparation and submission of the HSR filing, with paralegal support for logistics. The budget assumes that early termination of the waiting period will be granted, or that the waiting period will expire without a Second Request. As noted in Section 5 below, the issuance of a Second Request would represent a significant out-of-scope event.
Third-Party Consents. The team will coordinate the process of obtaining all required third-party consents, including the TerraLink Logistics change-of-control consent (which is a critical path item and a condition to closing), any required landlord consents under the McLean, Austin, or Boise office leases, and any other consents identified during diligence.
Closing Deliverables. The team will prepare or coordinate the preparation of all closing deliverables, including:
• Corporate resolutions of MFW's board of directors and stockholders approving the Transaction
• Corporate resolutions of Solara and Solara Fund III, LP authorizing the equity commitment and the Transaction
• Officer certificates of MFW and the Buyer
• Good standing certificates for MFW in Delaware, Virginia, Texas, and Idaho
• Legal opinions (as required by the SPA and the credit agreement)
• Payoff letters from Sentinel Commerce Bank (approximately $4,200,000) and any other creditors of MFW
• Lien releases (UCC-3 termination statements) for all existing security interests in MFW's assets
Closing Day Logistics. On the closing date, the team will coordinate signature page execution (which may be handled through pre-signing of signature pages and release upon closing confirmation), wire transfer of funds in accordance with the funds flow memorandum, binding of the R&W insurance policy, and confirmation of satisfaction of all conditions to closing.
Post-Closing. Following the closing, the team will track the escrow release timeline (the eighteen-month release date would be approximately October 31, 2027, assuming a closing date of April 30, 2026), coordinate the NWC true-up process (including review of the closing date balance sheet, identification of any disputes, and, if necessary, engagement of an independent accounting firm for resolution), and monitor compliance with post-closing covenants.
Key Personnel. Sandra Tung (coordination lead), Naomi Petersen (checklist and logistics), paralegals (filings, signatures, binder assembly), Andrew Fitzpatrick (funds flow, HSR coordination).
4.2.8 Matter Management and Administration ($75,000 – $100,000)
This workstream covers the administrative overhead of managing the engagement, including internal team coordination, Client communication, and billing administration. The scope of work includes:
Engagement and Matter Opening. Preparation and processing of the new-matter memorandum, conflict check clearance (which has been completed), client identification and anti-money laundering verification, and matter opening in the firm's billing and document management systems.
Weekly Status Updates. Andrew Fitzpatrick, under the supervision of James Prentice, will provide weekly email status updates to Claire Nakamura and Viktor Sorensen at Solara, summarizing the status of diligence, SPA negotiation, financing, and other active workstreams.
Internal Team Coordination. The team will hold regular internal calls to coordinate across workstreams, identify dependencies and bottlenecks, and ensure that the overall engagement is progressing in accordance with the timeline and budget.
External Correspondence. The team will manage all correspondence with HKA, including the initial introduction and process letter, ongoing negotiation communications, and closing coordination communications.
Budget Tracking and Billing. Sandra Tung will monitor cumulative fees against the $2,750,000 fee cap, prepare and review monthly invoices, and ensure that all time entries are recorded in accordance with the billing protocol described in Section 6 below.
Key Personnel. Sandra Tung (billing oversight), paralegals (time entry review, invoice preparation).
5. Budget Assumptions and Key Variables
The preliminary budget set forth in Section 4 is based on a number of assumptions about the Transaction timeline, the intensity of negotiation, and the complexity of diligence and regulatory matters. Material deviations from these assumptions could cause actual fees to differ from the estimated range, potentially in ways that approach or exceed the fee cap. The key assumptions and variables are as follows: