MEMORANDUM
PRIVILEGED AND CONFIDENTIAL / ATTORNEY WORK PRODUCT
TO: Andrew Fitzpatrick, Lead Associate
FROM: Naomi Petersen, Associate
DATE: January 9, 2026
RE: Review and Analysis of Mutual Confidentiality and Non-Disclosure Agreement between Solara Digital Infrastructure LP and Meridian FleetWorks, Inc., dated January 8, 2026
Matter No.: 1041-00004
Project Code Name: Project Trident
This memorandum is protected by the attorney-client privilege and constitutes attorney work product. It is intended solely for the use of the addressee and other authorized personnel at Calderwood & Harkness LLP and Solara Digital Infrastructure LP in connection with the evaluation of the Transaction described herein. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.
I. Executive Summary
On January 8, 2026, Solara Digital Infrastructure LP ("Solara") executed a mutual confidentiality and non-disclosure agreement (the "NDA" or the "Confidentiality Agreement") with Meridian FleetWorks, Inc. ("MFW" or the "Company") in connection with Solara's evaluation of a potential acquisition of MFW (the "Transaction"). The NDA was negotiated and presented by counsel to MFW, Hawthorne Kinsey & Alcott LLP, and was executed by both parties on the same date as a condition precedent to Solara's receipt of additional confidential information regarding MFW's business, operations, and financial condition.
The NDA was executed concurrent with Solara's receipt of the confidential information memorandum ("CIM") prepared by MFW's financial advisor, Redstone Arbor Capital LLC (Managing Director Priya Chandrasekaran). The CIM was delivered electronically to the Solara deal team on the evening of January 8, 2026, following confirmation of NDA execution. The CIM provides an overview of MFW's fleet management software platform, historical financial performance, projected growth trajectory, and the competitive positioning of MFW within the fleet technology and SaaS verticals.
This memorandum summarizes and analyzes the key provisions of the NDA, identifies areas of potential concern for Solara and its advisors, and recommends compliance protocols as Solara proceeds into the due diligence phase of the Transaction. The memorandum is organized by subject matter and tracks the principal operative provisions of the NDA, with analytical commentary and specific recommendations included within each section.
Overall Assessment: The NDA is generally consistent with market-standard terms for a buy-side confidentiality agreement in a private M&A context, particularly in the context of a competitive, banker-run sell-side process in the middle-market software and SaaS space. The agreement is bilateral in form but, as a practical matter, operates primarily as a one-directional instrument, given that MFW, as the target company, will be disclosing the substantial majority of confidential information to Solara during the evaluation period. Certain provisions — particularly the standstill and non-solicitation clauses — warrant careful monitoring by the deal team throughout the Transaction timeline, as discussed in detail below.
It should be noted that, as of the date of this memorandum, the Transaction is in its early stages. Solara has been selected to participate in the initial phase of the process, having received the CIM. An initial indication of interest ("IOI") in the range of $320 million to $370 million is anticipated to be submitted on January 22, 2026. This memorandum addresses the NDA as it stands prior to any IOI submission, letter of intent ("LOI") execution, or commencement of confirmatory due diligence. Subsequent developments — including the execution of the LOI on February 18, 2026, the opening of the virtual data room, and the engagement of Calderwood & Harkness LLP as buyer's counsel — are referenced herein for context but postdate the NDA's execution.
II. Parties and Execution Details
The following is a summary of the parties to the NDA and the relevant execution details:
Disclosing Party / Company:
Meridian FleetWorks, Inc., a Delaware corporation, headquartered at 8750 Westpark Drive, Suite 600, McLean, Virginia 22102. Employer Identification Number (EIN): 47-3891205. Delaware Secretary of State File Number: 5582037. MFW is a privately held provider of fleet management software solutions serving enterprise and mid-market commercial fleet operators across North America. The Company was co-founded by Garrett Holliday (Chief Executive Officer) and Diana Vasquez-Park (Chief Technology Officer) in 2014 and currently operates from offices in McLean, Virginia; Austin, Texas; and Boise, Idaho.
Receiving Party / Potential Acquiror:
Solara Digital Infrastructure LP, a Delaware limited partnership, headquartered at 1200 Market Street, Suite 2400, Wilmington, Delaware 19801. Employer Identification Number (EIN): 82-4710368. Delaware Secretary of State File Number: 7204918. Solara is a technology-focused private equity firm investing through its third institutional fund, Solara Fund III, LP (EIN: 84-6239017), managed by its general partner, Solara Digital Infrastructure GP LLC.
Execution Date: January 8, 2026.
Form of Agreement: The NDA is structured as a mutual confidentiality and non-disclosure agreement, meaning that the confidentiality obligations, restrictions on use, and other covenants contained therein apply reciprocally to both parties. However, as noted above, the practical effect of the agreement is primarily one-directional, given that MFW, as the target company in the sell-side process, will be disclosing the preponderance of confidential information to Solara during the evaluation period. Solara may, in limited circumstances, disclose certain information regarding its investment strategy, fund structure, or portfolio operations to MFW as part of the process, and such disclosures would also be protected under the NDA's reciprocal framework.
Counsel to MFW: The NDA was received from counsel to MFW, Hawthorne Kinsey & Alcott LLP, with offices at 1900 K Street NW, Suite 1100, Washington, DC 20006. The lead partner on the MFW engagement is Rachel Greenwald, with associate counsel Timothy Cho serving as the day-to-day contact for NDA and process matters. The NDA was transmitted to Solara via email from Mr. Cho's office on January 6, 2026, with a request for execution and return by January 8, 2026, as a condition to CIM delivery.
Buyer's Counsel Status: Calderwood & Harkness LLP's formal engagement as buyer's counsel for the Transaction was not yet executed on the date of NDA signing. The engagement letter (reference 1041-00004) was subsequently executed on February 10, 2026, following Solara's advancement to Phase 2 of the sell-side process. Accordingly, the NDA was reviewed by Solara's in-house legal team prior to execution, and this post-execution review is being conducted as part of the initial matter intake and early diligence workstream. To the extent any provisions of the NDA require further negotiation or amendment (which is not anticipated at this stage), such matters would be taken up with Hawthorne Kinsey & Alcott LLP in coordination with the Solara deal team.
III. Definition of Confidential Information
A. Scope of Definition
Section 1 of the NDA defines "Confidential Information" broadly to encompass all information, whether written, oral, electronic, or visual, that is furnished by or on behalf of either party (or its Representatives) to the other party (or its Representatives) in connection with the evaluation of the Transaction. The definition is intentionally expansive and is designed to capture the full universe of non-public information that may be exchanged during the process.
The NDA specifically enumerates the following categories as falling within the definition of Confidential Information:
• Financial statements (audited and unaudited), financial projections, budgets, and forecasts;
• Business plans, strategic plans, and marketing plans;
• Customer data, including customer lists, contracts, pricing arrangements, and retention metrics;
• Pricing information, fee schedules, and discount structures;
• Technology and intellectual property, including software, source code, algorithms, product roadmaps, and technical specifications;
• Employee information, including compensation data, organizational charts, and personnel records;
• Trade secrets and proprietary methodologies;
• All notes, analyses, compilations, studies, interpretations, or other documents or materials prepared by the receiving party or its Representatives that contain, reflect, or are derived from or based upon, in whole or in part, any of the foregoing (collectively, "Derived Materials").
The definition further extends to information conveyed orally during management presentations, site visits, expert sessions, or other in-person or virtual meetings, provided that such oral disclosures are identified as confidential at the time of disclosure or confirmed as confidential in writing within ten (10) business days thereafter.
For the avoidance of doubt, the definition of Confidential Information expressly encompasses the CIM prepared by Redstone Arbor Capital LLC and all materials subsequently posted to the virtual data room (VDR). The VDR is hosted on the Thackeray Solutions platform under the code name "Project Trident," and access was granted to Solara's deal team on February 3, 2026, following Solara's selection to advance to Phase 2 of the competitive process. All documents, data, files, and other materials accessible through the VDR are treated as Confidential Information for purposes of the NDA.
Additionally, the existence of the NDA itself, the fact that Confidential Information has been made available to Solara, the fact that discussions or negotiations are taking place between the parties, and any terms, conditions, or other facts with respect to the Transaction, including the status thereof, are expressly designated as Confidential Information under the NDA (the "Transaction Information" provision, addressed in Section 2(b) of the NDA).
B. Exclusions. The NDA provides for standard carve-outs to the definition of Confidential Information, consistent with customary market practice. Information will not be deemed Confidential Information to the extent that the receiving party can demonstrate that such information:
(i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party or its Representatives in violation of the NDA;
(ii) was already in the receiving party's possession prior to being furnished by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality obligation to the disclosing party and that the receiving party can demonstrate prior possession through contemporaneous written documentation;
(iii) is independently developed by the receiving party or its Representatives without reference to, reliance upon, or use of any Confidential Information, as demonstrated by the receiving party's contemporaneous written records; or
(iv) is received by the receiving party from a third party who is not, to the receiving party's knowledge, bound by any contractual, legal, or fiduciary obligation of confidentiality to the disclosing party with respect to such information.
The burden of establishing the applicability of any of these exclusions rests with the party asserting the exclusion, and the NDA requires that the basis for any claimed exclusion be supported by competent evidence (in the case of the prior possession and independent development exclusions, contemporaneous documentation is specifically required).
C. Analysis and Observations
The definition of Confidential Information contained in the NDA is broad and consistent with market-standard practice for sell-side process NDAs in the private M&A context. The breadth of the definition reflects the nature of the Transaction: MFW is a privately held company, and Solara will necessarily receive access to a wide range of highly sensitive business, financial, and operational information during the diligence phase. The expansive scope of the definition is appropriate and expected.
Several specific observations merit attention:
Derived Materials. The inclusion of "notes, analyses, compilations, studies, interpretations, or other documents" within the definition of Confidential Information is standard but carries important practical implications. This language extends the NDA's protections — and restrictions — to cover any work product prepared by Solara's advisors that incorporates, reflects, or is derived from MFW Confidential Information. This includes, without limitation, Calderwood & Harkness LLP due diligence memoranda and issue lists, Whitmore Sandoval Group LLC quality-of-earnings analyses (engagement lead Daniel Ostroff, CPA), Cobalt Ridge Partners LLC (Managing Director Owen Prescott) financial modeling and advisory work product, and any reports, assessments, or analyses prepared by Trident Peak Insurance Brokers Inc. (account executive Megan Forsythe) or Atlas Meridian Underwriters Ltd. in connection with the representations and warranties insurance underwriting process. All such materials constitute Confidential Information under the NDA and are subject to the agreement's use restrictions, return/destruction obligations, and confidentiality covenants.
Transaction Information. The inclusion of Transaction Information within the definition of Confidential Information imposes an important restriction on Solara's ability to discuss the Transaction publicly or with parties outside the permitted disclosure framework. This is particularly relevant in the context of Solara's internal communications with its limited partners, advisory board members, and portfolio company management teams, as well as any discussions with potential co-investors (to the extent applicable). Any such disclosures must fall within the "Representatives" carve-out to be permissible under the NDA.
Documentation Requirement for Prior Possession. The requirement that the prior possession exclusion be supported by contemporaneous written documentation is a higher standard than is sometimes seen in negotiated NDAs, where prior possession may be established by any competent evidence. This is a seller-favorable provision but is not uncommon in banker-run processes where the NDA form is largely non-negotiable.
Recommendation: Ensure all advisors — including Calderwood & Harkness LLP, Whitmore Sandoval Group LLC, Cobalt Ridge Partners LLC, Trident Peak Insurance Brokers Inc., and Atlas Meridian Underwriters Ltd. — are properly brought within the "Representatives" definition (discussed in Section IV below) before any MFW Confidential Information is shared with such parties. All advisors should be reminded that their work product, to the extent it incorporates or reflects MFW Confidential Information, is itself subject to the NDA.
IV. Permitted Disclosures and Definition of Representatives
A. Representatives. Section 3 of the NDA provides that each party may disclose Confidential Information to its "Representatives," a term that is defined broadly to include the following categories of persons and entities:
• Directors, officers, and employees of the receiving party;
• Affiliates of the receiving party, including the partners, members, directors, officers, and employees of such affiliates;
• Agents and authorized representatives of the receiving party;
• Attorneys, accountants, financial advisors, consultants, and other professional advisors retained by the receiving party in connection with the evaluation of the Transaction;
• Potential financing sources (including banks, lending institutions, and other providers of debt or equity financing) engaged by the receiving party in connection with the Transaction; and
• Such other advisors, consultants, or service providers as may reasonably require access to Confidential Information for the purpose of evaluating, negotiating, or consummating the Transaction.
For Solara's purposes, the "Representatives" definition is expected to encompass the following persons and entities, all of whom are anticipated to receive access to MFW Confidential Information in connection with Project Trident:
• Calderwood & Harkness LLP — buyer's counsel (responsible partner James Prentice; billing partner Sandra Tung; lead associate Andrew Fitzpatrick; working associate Naomi Petersen; tax specialist partner Sylvia Hartwell);
• Cobalt Ridge Partners LLC — financial advisor to Solara (Managing Director Owen Prescott);
• Whitmore Sandoval Group LLC — quality-of-earnings provider (engagement lead Daniel Ostroff, CPA);
• Ironclad National Bank, N.A. (200 Liberty Street, New York, NY 10281) — lead arranger and administrative agent for the proposed senior secured credit facility;
• Ridgeline Commercial Lending Corp. (101 Federal Street, Suite 2800, Boston, MA 02110) — co-lender in the proposed debt financing;
• Cascade & Whitfield LLP — lenders' counsel (lead partner Jonathan Mayer, 51 West 52nd Street, New York, NY 10019);
• Trident Peak Insurance Brokers Inc. — insurance broker for the proposed representations and warranties insurance policy (account executive Megan Forsythe);
• Atlas Meridian Underwriters Ltd. — representations and warranties insurance carrier;
• Solara Fund III, LP (EIN: 84-6239017) — the Solara fund through which the investment will be made;
• Solara Digital Infrastructure GP LLC — the general partner of Solara Fund III, LP; and
• Solara's internal deal team — including Managing Partner Viktor Sorensen and Partner Claire Nakamura (Head of Software Investing), as well as other investment professionals assigned to Project Trident.
B. Conditions on Disclosure to Representatives
The NDA imposes the following conditions on the disclosure of Confidential Information to Representatives:
(i) The receiving party must inform each of its Representatives of the confidential nature of the Confidential Information and the terms and conditions of the NDA prior to or contemporaneously with any such disclosure.
(ii) The receiving party must direct its Representatives to treat the Confidential Information in accordance with the terms of the NDA.
(iii) The receiving party is responsible for any breach of the NDA by any of its Representatives, as if such breach had been committed by the receiving party itself.
Notably, the NDA does not require that Representatives execute separate joinder agreements, acknowledgment letters, or stand-alone confidentiality agreements as a condition to receiving Confidential Information. This is consistent with market-standard practice for PE buy-side NDAs in competitive sell-side processes, where requiring separate joinder agreements for each advisor and financing source would be impractical and could delay the process. The absence of a joinder requirement places the burden of compliance squarely on Solara as the receiving party, which is responsible for the conduct of all of its Representatives.
C. Legally Compelled Disclosure
Section 4 of the NDA addresses legally compelled disclosures. The NDA permits a receiving party to disclose Confidential Information if such disclosure is required by applicable law, rule, or regulation (including, without limitation, securities laws and regulations), legal process (including subpoenas or civil investigative demands), or governmental, regulatory, or self-regulatory order, request, or directive, subject to the following conditions:
(i) The receiving party must provide prompt written notice to the disclosing party of any such requirement, to the extent legally permissible, so that the disclosing party may seek a protective order, confidential treatment, or other appropriate remedy;
(ii) The receiving party must cooperate reasonably with the disclosing party, at the disclosing party's sole cost and expense, in seeking such protective order or other appropriate remedy;
(iii) If no protective order or other remedy is obtained, the receiving party may disclose only that portion of the Confidential Information that is legally required to be disclosed, and the receiving party must use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to any Confidential Information so disclosed.
D. Analysis. The permitted disclosure framework is well-constructed and provides Solara with the flexibility necessary to conduct a comprehensive evaluation of MFW, including engaging the full complement of legal, financial, accounting, insurance, and financing advisors that a transaction of this size and complexity requires.
Potential Financing Sources Carve-Out. The inclusion of "potential financing sources" within the definition of Representatives is critical to Solara's transaction execution strategy. This carve-out permits Solara to share MFW Confidential Information with Ironclad National Bank, N.A. and Ridgeline Commercial Lending Corp. in connection with the negotiation and execution of the debt commitment letter (reference CL-INB-2026-0214, dated February 14, 2026), as well as with Cascade & Whitfield LLP as lenders' counsel. Without this carve-out, Solara would be unable to provide the financial information necessary for lenders to underwrite and commit to the proposed senior secured credit facility. The carve-out is standard in PE buy-side NDAs and is appropriately included here.
Affiliate Definition. The NDA defines "affiliates" by reference to the concept of control, consistent with the definition typically found in Rule 12b-2 under the Securities Exchange Act of 1934. This definition should be broad enough to encompass Solara Fund III, LP, Solara Digital Infrastructure GP LLC, and their respective subsidiaries and controlled entities. However, it is important to confirm that the definition will also encompass Solara Fleet Holdings LLC once that entity is formed as the anticipated acquisition vehicle. Solara Fleet Holdings LLC is expected to be organized as a Delaware limited liability company and structured as a wholly-owned subsidiary of Solara Fund III, LP. Provided that Fund III (through its general partner) exercises control over Solara Fleet Holdings LLC, the entity should fall within the NDA's definition of "affiliates" and, by extension, within the definition of "Representatives." This should be confirmed with Hawthorne Kinsey & Alcott LLP or addressed at the time the acquisition vehicle is formed, if any ambiguity exists.
Responsibility for Representatives. The receiving party's assumption of responsibility for its Representatives' conduct is an important feature of the NDA. Given the number of advisors and financing sources involved in the Transaction, Solara should implement appropriate internal controls to track and manage the flow of Confidential Information to its Representatives and to ensure that each Representative is informed of the NDA's restrictions.
Recommendation: Maintain a running log of all Representatives who receive Confidential Information, including the date of initial disclosure, the nature of the information shared, and confirmation that the Representative has been informed of the NDA's terms. This log should be maintained by Calderwood & Harkness LLP as part of the deal management file and updated on a rolling basis throughout the diligence period. A draft of this log is attached as Appendix B to this memorandum.
V. Standstill Provision
A. Term and Scope
Section 7 of the NDA contains a standstill provision restricting Solara's activities with respect to MFW and its securities for a period of eighteen (18) months from the date of NDA execution — i.e., from January 8, 2026, through approximately July 8, 2027.
During the standstill period, Solara agrees that it will not, and will cause its controlled affiliates not to, directly or indirectly, without the prior written invitation or consent of the MFW board of directors:
(i) acquire, offer or propose to acquire, or agree to acquire, by purchase, tender offer, exchange offer, or otherwise, any securities or direct or indirect rights to acquire any securities of MFW, or any assets of MFW or any of its subsidiaries (other than in the ordinary course of any existing commercial relationship, if applicable), except pursuant to the Transaction as mutually agreed by the parties;
(ii) seek or propose, whether alone or in concert with others, any merger, consolidation, business combination, recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction involving MFW or any of its subsidiaries, or involving any securities or assets of MFW or any of its subsidiaries;
(iii) make, or in any way participate in, any solicitation of proxies, consents, or authorizations to vote any securities of MFW, or seek to advise, encourage, or influence any person with respect to the voting of any securities of MFW;
(iv) form, join, or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any securities of MFW;
(v) make any public announcement, proposal, or offer with respect to any of the foregoing, or request or propose that MFW or its board of directors or any of their respective Representatives amend, waive, or terminate any provision of the standstill; or
(vi) take any action that would, or would reasonably be expected to, require MFW to make a public announcement regarding any of the foregoing.
The standstill is broadly drafted and covers the full spectrum of potential acquisition, activist, and proxy-related activities. Although MFW is a privately held corporation (and therefore not subject to the same public disclosure obligations as a publicly traded company), the standstill's reference to Section 13(d)(3) groups and proxy solicitations reflects the NDA's origin as a sell-side form prepared by MFW's counsel and adapted for a private company context.
B. Carve-Outs and Exceptions
The standstill provision contains several important carve-outs and exceptions that are favorable to Solara:
Invitation Exception / Absence of "Don't Ask, Don't Waive" (DADW) Provision. Notably, the NDA does not contain a "don't ask, don't waive" provision. A DADW clause, if included, would have prohibited Solara from privately requesting that the MFW board waive or modify the standstill, thereby effectively preventing Solara from making any unsolicited approach to the board during the standstill period. The absence of such a provision means that Solara retains the right to make confidential proposals or inquiries to the MFW board of directors, provided that such proposals or inquiries would not reasonably be expected to require MFW to make any public announcement. This is a meaningful protection for Solara and preserves flexibility in the event the competitive process does not result in a Transaction on mutually acceptable terms.
Board Waiver. The standstill may be waived in whole or in part by the MFW board of directors in its sole and absolute discretion, at any time and for any reason, upon written notice to Solara. This is a standard provision that permits MFW's board to release Solara from the standstill restrictions if circumstances warrant (e.g., if the competitive process does not yield acceptable alternatives and MFW wishes to re-engage with Solara).
Publicly Announced Third-Party Transaction (Fall-Away Provision). The standstill automatically terminates and ceases to be of further force and effect if:
(a) MFW enters into a definitive agreement with respect to a change-of-control transaction with a third party (i.e., a party other than Solara); or
(b) MFW publicly announces that it is pursuing a sale, merger, or other strategic transaction, or that MFW's board of directors has determined to pursue a strategic process.
This "fall-away" provision is favorable to Solara and represents a market-standard protection for prospective buyers in competitive sell-side processes. If MFW elects to transact with a competing bidder or to pursue a broader strategic process, Solara is released from the standstill restrictions and is free to pursue an independent approach, make a competing proposal, or take other actions that would otherwise be restricted.
Effective Supersession Upon LOI Execution. While not expressly characterized as a "carve-out" in the NDA itself, the standstill is effectively superseded upon the execution of a binding exclusivity arrangement between Solara and MFW. The LOI, which was signed on February 18, 2026 (reference LOI-MFW-2026-0218), provides for a sixty (60)-day exclusivity period during which MFW agrees not to solicit, negotiate, or engage with any alternative acquiror. For the duration of the exclusivity period (through April 19, 2026), the standstill restrictions are largely academic, as Solara is the sole party authorized to negotiate a definitive agreement with MFW.
C. Analysis and Recommendations
The standstill provision is well-constructed from Solara's perspective, and the key carve-outs — particularly the absence of a DADW restriction and the third-party transaction fall-away — provide Solara with meaningful flexibility and protection.
Absence of DADW. The absence of a DADW provision is increasingly uncommon in sell-side process NDAs, particularly in the middle-market private equity context, where sellers' counsel have become more aggressive in seeking to limit bidders' ability to make unsolicited approaches. The absence of a DADW clause here suggests that MFW's board and advisors were either not focused on this issue or made a deliberate decision to preserve flexibility for all parties. Regardless of the rationale, the result is favorable to Solara: even if Solara were not the winning bidder in Phase 2, Solara would retain the ability to privately approach MFW's board with a revised or alternative proposal.
Third-Party Transaction Fall-Away. The fall-away provision is important protection in the event that MFW ultimately engages with an alternative acquiror. Without this provision, Solara would be locked out of pursuing MFW for the full eighteen-month standstill period, even if a competing bidder entered into and subsequently terminated a definitive agreement. The fall-away ensures that Solara can compete on a level playing field if the Transaction process takes an unexpected turn.
Interaction with LOI Exclusivity. Now that the LOI has been executed with a sixty-day exclusivity period, the standstill is largely moot for the duration of the exclusivity period (through April 19, 2026). However, this protection is time-limited. If the exclusivity period lapses without execution of a definitive Stock Purchase Agreement (the target SPA execution date is March 31, 2026, with an outside date of June 30, 2026 under the current Transaction timeline), the standstill would revive and remain in effect for the balance of the eighteen-month term (through approximately July 8, 2027). In that scenario, Solara's ability to re-engage with MFW would be governed by the standstill's terms, including the carve-outs discussed above.
Recommendation: The deal team should monitor the standstill provision carefully in the event the Transaction timeline slips beyond the exclusivity period. If there is any risk that the LOI exclusivity will expire without SPA execution, the deal team should assess the implications of the revived standstill and consider whether to seek a waiver or extension from MFW's board. The standstill expiration date (approximately July 8, 2027) should be calendared for tracking purposes.
VI. Non-Solicitation of Employees
A. Scope and Duration
Section 8 of the NDA includes a non-solicitation provision that restricts Solara from directly or indirectly soliciting, recruiting, hiring, or engaging as an independent contractor any employee of MFW for a period of twelve (12) months from the date of NDA execution — i.e., from January 8, 2026, through approximately January 8, 2027.
The non-solicitation restriction applies specifically to those employees of MFW (i) whom Solara or any of its Representatives became aware of, or learned the identity, role, or qualifications of, in connection with the evaluation of the Transaction, or (ii) with whom Solara or any of its Representatives had contact (whether in-person, by telephone, by video conference, or otherwise) in connection with the evaluation of the Transaction. This formulation ties the restriction to the Transaction process, rather than applying a blanket prohibition on all solicitation of MFW's workforce, which is a more targeted and reasonable approach.
B. Carve-Outs. The non-solicitation provision includes the following standard carve-outs:
(i) General Solicitations. The restriction does not prohibit solicitations resulting from general solicitations of employment that are not specifically targeted at employees of MFW, including, without limitation, job postings on internet job boards (e.g., Westmark Health IT, Ridgeline Health IT, Penmark Technologies), advertisements in publications of general circulation, and listings on Solara's or its affiliates' websites.
(ii) Non-Directed Recruiting Firm Activity. The restriction does not prohibit solicitations made by recruiting firms, executive search firms, or employment agencies acting on behalf of Solara or its affiliates, provided that such firms have not been specifically directed to solicit or target employees of MFW.
(iii) Previously Terminated Employees. The restriction does not apply to any individual whose employment with MFW was terminated by MFW (whether through voluntary or involuntary separation initiated by MFW) prior to the date on which Solara or its Representative initiates contact or solicitation with respect to such individual.
Notably, the NDA does not include a carve-out for employees who independently contact or approach Solara seeking employment, without any prior solicitation or encouragement by Solara or its Representatives. This is a gap that is sometimes negotiated by buy-side counsel but was not obtained here. As a practical matter, this means that if an MFW employee were to independently approach Solara about employment opportunities — for example, by responding to a general job posting or by reaching out through a mutual professional connection — Solara should exercise caution before engaging with such individual to ensure that the contact can be traced to a general solicitation or other permitted activity under the NDA, rather than to any direct or indirect solicitation attributable to Solara.
C. Analysis. MFW currently has approximately 310 employees across its three offices in McLean, Virginia; Austin, Texas; and Boise, Idaho. The Company's key management personnel include Garrett Holliday (Co-Founder and Chief Executive Officer), Diana Vasquez-Park (Co-Founder and Chief Technology Officer), and Marcus Trahan (Chief Financial Officer). During the due diligence process, Solara's deal team and advisors will interact extensively with MFW management and may also have access to organizational charts, compensation data, and personnel information that identify key technical, operational, and commercial personnel throughout the organization.
The twelve-month non-solicitation term is market-standard and is shorter than the eighteen-month standstill period, which is a common structure in sell-side process NDAs. The shorter duration reflects the recognition that non-solicitation restrictions are inherently more burdensome to the receiving party than standstill restrictions, given that they directly constrain the receiving party's ability to recruit talent in the ordinary course of its business operations.
The non-solicitation restriction is most meaningful during the active diligence phase, when Solara's deal team (including Viktor Sorensen, Claire Nakamura, and other investment professionals) and Solara's advisors will have direct interactions with MFW management and employees. These interactions will expose Solara to information about MFW's personnel that could give rise to solicitation risk, particularly with respect to key technical and operational employees who may be attractive recruiting targets for Solara's existing portfolio companies.
Post-closing, the NDA's non-solicitation provision will be superseded by the restrictive covenants and employment terms set forth in the definitive Transaction documents. Specifically, the anticipated Stock Purchase Agreement is expected to include customary restrictive covenant agreements for Garrett Holliday and Diana Vasquez-Park (and potentially other members of senior management), as well as employment agreements or offer letters for retained employees. The scope, duration, and enforceability of these post-closing restrictive covenants will be addressed separately during SPA negotiation.
Recommendation: The deal team should advise Solara's operating team, including Viktor Sorensen and Claire Nakamura, as well as any Solara Fund III portfolio company human resources personnel, of the NDA's non-solicitation restriction. All internal personnel should be reminded that no recruiting outreach — whether direct or through search firms — should be directed toward MFW employees during the twelve-month restricted period, unless such outreach falls within one of the enumerated carve-outs. A compliance reminder should be circulated to all relevant personnel at the outset of the diligence process and again following any management presentations or site visits.
VII. Return and Destruction of Confidential Information
A. Obligations. Section 5 of the NDA addresses the return and destruction of Confidential Information upon termination of discussions or upon written request by the disclosing party. The NDA provides as follows:
Upon the earlier of (a) written request by the disclosing party or (b) termination of discussions regarding the Transaction (whether by mutual agreement, unilateral decision of either party, or expiration of any applicable exclusivity period without execution of a definitive agreement), the receiving party must promptly, and in any event within ten (10) business days of such request or termination:
(i) return to the disclosing party, or destroy, all Confidential Information in the receiving party's possession or in the possession of any of its Representatives, including all copies, extracts, summaries, reproductions, and Derived Materials, regardless of the medium in which such materials are stored; and
(ii) provide the disclosing party with written certification of such return or destruction, signed by an authorized officer or representative of the receiving party, confirming that the receiving party and its Representatives have complied with the return/destruction obligations set forth in the NDA.
The NDA specifies that destruction of electronic Confidential Information must be accomplished through commercially reasonable means of permanent deletion or overwriting, and that the destruction of hard-copy Confidential Information must be accomplished through shredding, incineration, or other means that render the information permanently unreadable and irrecoverable.
B. Exceptions. The return/destruction obligations are subject to the following standard exceptions:
(i) Electronic Backup and Archival Systems. The receiving party and its Representatives are not required to search for, locate, or purge Confidential Information that may be retained in electronic backup tapes, disaster recovery systems, or automated archival systems maintained in the ordinary course of the receiving party's or its Representatives' information technology operations, provided that any such retained information remains subject to the confidentiality obligations of the NDA for the full term of the agreement.
(ii) Legal Counsel Compliance Copies. The receiving party's legal counsel (whether internal or external) may retain one archival copy of Confidential Information solely for purposes of compliance monitoring, legal defense, and professional responsibility record-keeping, provided that any such retained copy remains subject to the confidentiality obligations of the NDA.
(iii) Regulatory and Document Retention Requirements. The receiving party and its Representatives may retain Confidential Information to the extent required by applicable law, regulation, professional standard, or the receiving party's or its Representatives' bona fide, pre-existing document retention policies, provided that any information so retained continues to be treated as Confidential Information in accordance with the terms of the NDA.
All Confidential Information retained pursuant to these exceptions continues to be subject to the confidentiality obligations of the NDA for the full two-year term of the agreement (through approximately January 8, 2028).
C. Analysis. The ten-business-day return/destruction period is consistent with market-standard practice and provides a reasonable window for coordinating with multiple advisors and financing sources. Given the number of Representatives anticipated to receive MFW Confidential Information (see Appendix B), the return/destruction process would require coordination across multiple firms and institutions, including Calderwood & Harkness LLP, Whitmore Sandoval Group LLC, Cobalt Ridge Partners LLC, Trident Peak Insurance Brokers Inc., Atlas Meridian Underwriters Ltd., Ironclad National Bank, Ridgeline Commercial Lending Corp., and Cascade & Whitfield LLP.
The electronic backup and archival exception is an important practical concession. It is virtually impossible to purge all electronic traces of Confidential Information from modern enterprise IT systems, and this exception acknowledges that reality while preserving the underlying confidentiality obligations. Similarly, the legal counsel compliance copy exception ensures that Calderwood & Harkness LLP can maintain its professional files without running afoul of the NDA's return/destruction requirements.
Recommendation: If the Transaction does not proceed to definitive agreement execution and closing, Calderwood & Harkness LLP should coordinate with all advisors and financing sources regarding the return/destruction process. A form certification letter should be prepared in advance for execution by an authorized representative of Solara (or Solara's designee) and delivered to MFW and/or Hawthorne Kinsey & Alcott LLP within the ten-business-day compliance period. The certification process should include confirmation of compliance from each Representative who received Confidential Information.
VIII. Term and Survival
A. Overall NDA Term
The NDA has an overall term of two (2) years from the date of execution — i.e., from January 8, 2026, through approximately January 8, 2028. During this two-year period, all confidentiality obligations set forth in the NDA remain in full force and effect, regardless of whether the Transaction is consummated, whether discussions between the parties are terminated, or whether Confidential Information has been returned or destroyed in accordance with the NDA's provisions.
The two-year term applies to the core confidentiality obligations, including the restrictions on use and disclosure of Confidential Information, the responsibility for Representatives' conduct, and the ongoing treatment of any Confidential Information retained pursuant to the exceptions to the return/destruction obligations.
B. Relationship to Other Restrictive Provisions
It is important to note that the standstill provision and the non-solicitation provision each have their own independent terms, which are shorter than the overall NDA term:
• Standstill Period: Eighteen (18) months from the date of execution (January 8, 2026, through approximately July 8, 2027), subject to the carve-outs and fall-away provisions discussed in Section V above.
• Non-Solicitation Period: Twelve (12) months from the date of execution (January 8, 2026, through approximately January 8, 2027), subject to the carve-outs discussed in Section VI above.
• Confidentiality Obligations: Two (2) years from the date of execution (January 8, 2026, through approximately January 8, 2028).
This staggered structure is typical and reflects the differing policy considerations underlying each type of restriction. The confidentiality obligations are the most enduring, reflecting the long-term sensitivity of the business information disclosed. The standstill has the next-longest duration, reflecting its role in protecting MFW from unsolicited acquisition activity during the period following the disclosure of highly sensitive information. The non-solicitation has the shortest duration, reflecting the more limited scope of the restriction and the practical recognition that talent mobility should not be constrained indefinitely.
C. Post-Closing Supersession
Upon closing of the Transaction, the NDA is expected to be superseded by the representations, warranties, covenants, and indemnification provisions contained in the definitive Stock Purchase Agreement. The current Transaction timeline contemplates a target SPA execution date of March 31, 2026, and a target closing date of April 30, 2026. Assuming the Transaction closes on schedule, the NDA will have been in effect for approximately four months, and its provisions will be replaced by the more comprehensive confidentiality, non-competition, and non-solicitation frameworks in the definitive agreement.
D. Analysis. The two-year overall term is market-standard for NDAs in the middle-market private M&A context. Some sell-side NDAs impose longer terms (up to three years), but a two-year term is the most common duration and is generally viewed as reasonable by both buyers and sellers.
The deal team should calendar all key expiration dates for compliance tracking purposes:
IX. Use Restrictions and No Obligation to Transact
A. Permitted Use
Section 2(a) of the NDA restricts the use of Confidential Information solely to the purpose of evaluating, negotiating, and, if applicable, consummating the Transaction. The receiving party and its Representatives may not use Confidential Information for any other purpose, including, without limitation, for the benefit of any business or investment activity of the receiving party or its affiliates that is unrelated to the Transaction, or for the purpose of competing with the disclosing party or its business.
This use restriction is absolute and is not subject to any materiality or reasonableness qualifier. Any use of MFW Confidential Information by Solara or its Representatives for purposes other than the evaluation and consummation of the Transaction would constitute a breach of the NDA, regardless of whether such use caused actual harm to MFW.
From a practical standpoint, the use restriction means that Solara's investment professionals should not share MFW Confidential Information with other Solara portfolio companies or use insights derived from MFW's data to inform investment decisions unrelated to Project Trident. This is particularly relevant given that Solara's portfolio includes other technology investments that may operate in adjacent or overlapping markets.
B. No Obligation to Transact
Section 9 of the NDA expressly provides that neither party is obligated to proceed with the Transaction, to enter into any definitive agreement, or to negotiate in good faith toward any particular outcome. The NDA does not constitute an agreement to negotiate, a binding commitment to consummate the Transaction, or a grant of any exclusive rights to either party (subject to any separate exclusivity arrangements, such as the LOI).
This provision confirms that the NDA is precisely what its name implies — a confidentiality and non-disclosure agreement — and not a preliminary or binding agreement to transact. Each party retains full discretion to terminate discussions at any time and for any reason, without liability to the other party, subject to the surviving confidentiality, standstill, non-solicitation, and return/destruction obligations.
This provision is consistent with the structure of the LOI (signed February 18, 2026, reference LOI-MFW-2026-0218), which provides that all substantive provisions (including purchase price, structure, representations and warranties, and closing conditions) are non-binding, with only the exclusivity, confidentiality, governing law, and expense reimbursement provisions designated as binding.
C. No Representation or Warranty as to Accuracy
Section 10 of the NDA contains a standard disclaimer of representations and warranties with respect to the accuracy, completeness, or reliability of any Confidential Information furnished by either party or its Representatives (including financial advisors). The NDA expressly states that neither MFW nor any of its Representatives — including Redstone Arbor Capital LLC as MFW's financial advisor — makes any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and that neither MFW nor its Representatives shall have any liability to Solara or its Representatives relating to or resulting from the use of any Confidential Information or any errors therein or omissions therefrom.
The NDA further provides that the sole representations and warranties upon which Solara may rely shall be those set forth in any definitive agreement, and then only to the extent, and subject to the limitations, contained therein. This is a standard "no-reliance" provision that protects MFW and its advisors from claims based on the accuracy of preliminary information shared during the process.
X. Remedies
A. Equitable Relief
Section 11 of the NDA addresses remedies in the event of a breach or threatened breach of the agreement. The NDA provides that the parties acknowledge and agree that:
(i) a breach or threatened breach of the NDA would cause irreparable harm to the disclosing party for which monetary damages alone would be an inadequate remedy;
(ii) in the event of any such breach or threatened breach, the disclosing party shall be entitled to seek equitable relief, including injunctive relief (whether temporary, preliminary, or permanent) and specific performance of the NDA's provisions, in any court of competent jurisdiction;
(iii) such equitable relief shall be available without the necessity of proving actual damages, demonstrating the inadequacy of monetary damages, or posting any bond or other security (to the maximum extent permitted by applicable law); and
(iv) the right to seek equitable relief shall be in addition to, and not in limitation of, any other rights or remedies available to the disclosing party at law or in equity, including the right to recover monetary damages.
B. Analysis. The equitable relief provision is standard for NDAs in the M&A context and reflects the widely accepted principle that breaches of confidentiality agreements cause harm that cannot be fully compensated by monetary damages. The waiver of the bond requirement and the stipulation of irreparable harm are common provisions that reduce the procedural burden on a disclosing party seeking emergency injunctive relief in the event of a breach.
The provision is enforceable under Delaware law, which governs the NDA. Delaware courts have consistently recognized the enforceability of contractual stipulations of irreparable harm and waivers of bond requirements in the context of confidentiality agreements, particularly in the M&A setting. See, e.g., Martin Marietta Materials, Inc. v. Vulcan Materials Co., 68 A.3d 1208 (Del. 2012) (enforcing NDA provisions, including standstill, in the context of a hostile takeover attempt).
No specific concerns are identified with respect to this provision.
XI. Governing Law and Dispute Resolution
The NDA includes the following provisions regarding governing law and dispute resolution:
Governing Law. The NDA is governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof that would result in the application of the laws of any other jurisdiction. The selection of Delaware law as the governing law is appropriate and consistent with the broader Transaction framework — MFW is a Delaware corporation, Solara is a Delaware limited partnership, and the parties' primary corporate governance and organizational documents are governed by Delaware law. The LOI likewise provides for Delaware governing law, and the anticipated SPA will also be governed by Delaware law.
Exclusive Jurisdiction. The parties irrevocably consent to the exclusive jurisdiction and venue of the courts of the State of Delaware (including the Delaware Court of Chancery) and the United States District Court for the District of Delaware for the adjudication of any disputes arising out of or relating to the NDA. Each party irrevocably waives any objection to jurisdiction or venue based on inconvenient forum, improper venue, or lack of personal jurisdiction with respect to such courts.
Waiver of Jury Trial. The NDA includes a mutual, irrevocable waiver of the right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to the NDA. This waiver is consistent with market practice and is enforceable under Delaware law.
Analysis. The governing law, jurisdiction, and jury waiver provisions are all consistent with market-standard terms for NDAs in the Delaware private M&A context. The selection of the Delaware Court of Chancery as a potential forum is particularly appropriate, given the Chancery Court's expertise in commercial and corporate disputes and its established precedent regarding the enforcement of NDAs, standstill provisions, and related contractual restrictions. No concerns are identified with respect to these provisions.
XII. Miscellaneous Provisions
The NDA contains the following additional miscellaneous provisions, each of which is summarized briefly below:
No Assignment. Neither party may assign, delegate, or otherwise transfer the NDA or any of its rights or obligations hereunder without the prior written consent of the other party. However, Solara is permitted to assign the NDA to any affiliate (including Solara Fleet Holdings LLC, the anticipated acquisition vehicle, once formed) without MFW's prior consent, provided that no such assignment relieves Solara of its obligations under the NDA. This affiliate assignment carve-out is important and will facilitate the transition of the NDA framework to the acquisition vehicle at or prior to closing.
Entire Agreement / Amendment. The NDA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, negotiations, representations, and agreements, whether written or oral, relating to such subject matter. The NDA may not be amended, modified, or supplemented except by a written instrument signed by both parties. This standard integration clause ensures that the NDA's terms are not subject to parol evidence or extrinsic interpretation.
Severability. If any provision of the NDA is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The court may modify the offending provision to the minimum extent necessary to render it valid and enforceable while preserving its original intent, consistent with the parties' mutual objectives.
Counterparts / Electronic Signatures. The NDA may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The NDA may be executed by electronic signature (including Brightwater Software, Ashford Health IT, or other commercially recognized electronic signature platforms), and such electronic signatures shall have the same legal effect as original manual signatures.
Notices. All notices, requests, demands, and other communications under the NDA must be in writing and are deemed duly given when delivered personally, sent by nationally recognized overnight courier service, or transmitted by email (with confirmation of receipt), addressed as follows:
If to Solara:
Solara Digital Infrastructure LP 1200 Market Street, Suite 2400 Wilmington, Delaware 19801
Attention: Viktor Sorensen, Managing Partner
Email: vsorensen@solaradigital.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP
Attention: James Prentice
Email: jprentice@calderwoodharkness.com