CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP Attorneys at Law
277 Park Avenue, 45th Floor New York, New York 10172
Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com
DRAFT — Undated (To be finalized for transmittal)
VIA ELECTRONIC MAIL AND HAND DELIVERY
Trident Peak Insurance Brokers Inc. 55 East Monroe Street, Suite 3100 Chicago, Illinois 60603
Attention: Megan Forsythe, Account Executive
For Onward Submission to:
Atlas Meridian Underwriters Ltd. 140 Broadway, 30th Floor New York, New York 10005
Re: Representations and Warranties Insurance Application — Proposed Acquisition of Meridian FleetWorks, Inc. by Solara Digital Infrastructure LP (Project Trident)
Dear Ms. Forsythe:
Calderwood & Harkness LLP represents Solara Digital Infrastructure LP ("Solara"), a Delaware limited partnership, in connection with Solara's proposed acquisition of one hundred percent (100%) of the issued and outstanding equity interests (including all shares of common stock and Series A Preferred Stock) of Meridian FleetWorks, Inc. ("MFW" or the "Target"), a Delaware corporation. This submission has been prepared at the direction of, and on behalf of, Solara for transmittal by Trident Peak Insurance Brokers Inc. ("Trident Peak") to Atlas Meridian Underwriters Ltd. ("Atlas Meridian") for purposes of applying for a buyer-side representations and warranties insurance policy (the "R&W Policy") in connection with the proposed Stock Purchase Agreement to be entered into between the parties (the "SPA"). We appreciate Atlas Meridian's willingness to consider this submission and look forward to working collaboratively through the underwriting process.
We enclose herewith the following materials in support of this application:
Attachment A: Transaction Summary and Application Questionnaire (set forth in full below)
Attachment B: Draft capitalization table of MFW (to be attached under separate cover)
Attachment C: Draft Letter of Intent, reference LOI-MFW-2026-0218, dated February 18, 2026 (to be attached under separate cover)
Attachment D: Debt Commitment Letter summary, reference CL-INB-2026-0214, dated February 14, 2026 (to be attached under separate cover)
Attachment E: Preliminary due diligence findings summary (to be attached under separate cover)
Attachment F: Draft Stock Purchase Agreement (to be attached when available; see note below)
Please note that the definitive Stock Purchase Agreement is currently in preparation by this firm. Our target for circulation of the first complete draft to all transaction parties, including counsel for the Target, is on or about March 15, 2026. We intend to provide the draft SPA to the underwriter promptly upon its completion for purposes of facilitating the underwriting review. The target date for execution of the definitive SPA is March 31, 2026, with an anticipated closing date of April 30, 2026 and an outside date of June 30, 2026.
All materials submitted herewith and all information provided in connection with this application are furnished on a strictly confidential basis, subject to the existing confidentiality and non-disclosure agreement between Solara and MFW and the broker-underwriter confidentiality arrangements currently in place between Trident Peak and Atlas Meridian. We respectfully request that Atlas Meridian and its representatives treat all information contained in this submission and the enclosed attachments as strictly confidential and limit distribution and access to those individuals within Atlas Meridian's organization who have a bona fide need to review such information in connection with the evaluation of this application and the underwriting of the proposed R&W Policy.
The detailed Transaction Summary and Application Questionnaire are set forth immediately below as Attachment A.
ATTACHMENT A
TRANSACTION SUMMARY AND REPRESENTATIONS & WARRANTIES INSURANCE APPLICATION
Proposed Acquisition of Meridian FleetWorks, Inc. by Solara Digital Infrastructure LP
(Project Trident)
Prepared by Calderwood & Harkness LLP on behalf of Solara Digital Infrastructure LP
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Section 1: Applicant Information
1.1 Named Insured (Proposed)
The proposed Named Insured under the R&W Policy is Solara Fleet Holdings LLC, a Delaware limited liability company to be formed prior to closing for the purpose of serving as the direct stock purchaser and acquisition vehicle in connection with this transaction. Solara Fleet Holdings LLC will be a newly formed, wholly-owned subsidiary of Solara Fund III, LP, and will have no assets, liabilities, or operations prior to the closing of the proposed acquisition other than those incidental to its formation and the consummation of the transactions contemplated by the SPA.
•  Entity Name: Solara Fleet Holdings LLC (to be formed)
•  Jurisdiction of Formation: Delaware
•  Entity Type: Limited Liability Company
•  EIN: To be obtained upon formation
•  Registered Agent: Pemberton Industries, 251 Little Falls Drive, Wilmington, DE 19808
•  Parent Entity: Solara Fund III, LP (EIN 84-6239017)
In addition to the Named Insured, the applicant requests that the following entities be included as Additional Insureds under the R&W Policy:
1.  Solara Digital Infrastructure LP (EIN 82-4710368), the sponsor entity and ultimate parent of the acquisition vehicle;
2.  Solara Fund III, LP (EIN 84-6239017), the specific investment fund making the equity contribution for this transaction and the direct parent of the Named Insured; and
3.  Solara Digital Infrastructure GP LLC, a Delaware limited liability company serving as the general partner of Solara Digital Infrastructure LP and certain of its affiliated fund entities.
The inclusion of these Additional Insureds reflects the standard organizational structure of private equity-sponsored acquisitions and is intended to ensure that all entities with a direct or indirect economic interest in the transaction are afforded the protections of the R&W Policy.
1.2 Sponsor / Buyer Information
Solara Digital Infrastructure LP is a Delaware limited partnership formed in 2018 and headquartered at 1200 Market Street, Suite 2400, Wilmington, Delaware 19801. Solara's general partner is Solara Digital Infrastructure GP LLC, a Delaware limited liability company.
Solara is a middle-market private equity firm focused on investments in vertical-SaaS platforms with embedded fintech or operational-technology layers. Solara's investment thesis centers on the identification and acquisition of mission-critical software platforms operating in large, fragmented end markets where technology adoption remains in early-to-mid stages. Solara has extensive experience acquiring, operating, and scaling software businesses in the fleet management, logistics, construction technology, and industrial automation sectors.
Since its founding, Solara has accumulated approximately $4.2 billion in committed capital across three institutional funds. Key leadership includes:
•  Viktor Sorensen, Managing Partner — oversees all investment activity, fund management, and portfolio operations across the Solara platform.
•  Claire Nakamura, Partner & Head of Software Investing — leads Solara's software investment strategy, with direct responsibility for deal origination, diligence, and portfolio value creation for all vertical-SaaS platform investments, including the proposed acquisition of MFW.
The specific investment vehicle for this transaction is Solara Fund III, LP (EIN 84-6239017), Solara's most recently raised fund, with approximately $1.85 billion in committed capital. Solara Fund III, LP will make the equity contribution to Solara Fleet Holdings LLC (the direct purchaser) necessary to fund the equity portion of the acquisition purchase price, as described more fully in Section 3.6 below.
1.3 Buyer's Counsel
•  Firm: Calderwood & Harkness LLP
•  Address: 277 Park Avenue, 45th Floor, New York, New York 10172
•  Responsible Partner: James Prentice, Esq.
•  Lead Associate: Andrew Fitzpatrick, Esq.
•  Telephone: (212) 554-7800
•  Email: jprentice@calderwoodharkness.com; afitzpatrick@calderwoodharkness.com
Calderwood & Harkness LLP has been engaged by Solara to serve as transaction counsel for all aspects of the proposed acquisition, including the negotiation and drafting of the definitive SPA, ancillary transaction documents, and all related agreements. The engagement letter between Calderwood & Harkness LLP and Solara Digital Infrastructure LP was executed on February 10, 2026.
1.4 Buyer's Financial Advisor
•  Firm: Cobalt Ridge Partners LLC
•  Address: 600 Lexington Avenue, 15th Floor, New York, New York 10022
•  Managing Director: Owen Prescott
•  Telephone: (212) 687-4500
•  Email: oprescott@cobaltridgepartners.com
Cobalt Ridge Partners LLC has been retained by Solara to provide financial advisory services in connection with the proposed acquisition, including valuation analysis, financial modeling, and transaction structuring support.
Section 2: Target Company Information
2.1 Target Identity
•  Company Name: Meridian FleetWorks, Inc.
•  Jurisdiction of Incorporation: Delaware
•  Entity Type: Corporation
•  Delaware File Number: 5582037
•  EIN: 47-3891205
•  Date of Incorporation: 2014
Headquarters:
8750 Westpark Drive, Suite 600 McLean, Virginia 22102 Telephone: (703) 448-3200
Additional Offices:
•  Austin, Texas: 301 Congress Avenue, Suite 1400, Austin, Texas 78701
•  Boise, Idaho: 950 West Bannock Street, Suite 210, Boise, Idaho 83702
Meridian FleetWorks, Inc. was founded in 2014 by Garrett Holliday (Co-Founder & Chief Executive Officer) and Diana Vasquez-Park (Co-Founder & Chief Technology Officer). Mr. Holliday continues to serve as CEO of MFW and Ms. Vasquez-Park continues to serve as CTO. Both founders are expected to remain with the Target in their respective capacities following the closing of the proposed transaction, as discussed in greater detail in Section 7 below.
2.2 Target's Business Description
Meridian FleetWorks, Inc. operates a vertical-SaaS platform serving the fleet management and logistics industry. The MFW platform is a comprehensive, cloud-based software solution designed to address the mission-critical operational needs of mid-market trucking companies, logistics providers, and fleet operators. The platform's core product offerings include:
•  Fleet Management: Real-time vehicle tracking, asset utilization analytics, and fleet performance dashboards providing operators with visibility across their entire vehicle portfolio.
•  Route Optimization: AI-assisted route planning and dynamic routing algorithms designed to reduce fuel consumption, improve on-time delivery performance, and minimize deadhead miles.
•  Electronic Logging Device (ELD) Compliance: Fully integrated ELD compliance functionality enabling customers to satisfy the Federal Motor Carrier Safety Administration's (FMCSA) ELD mandate, including Hours of Service (HOS) tracking, driver log management, and automated regulatory reporting.
•  Maintenance Scheduling: Predictive and preventive maintenance scheduling tools, including automated service reminders, parts inventory management, and integration with third-party maintenance service providers.
•  Embedded Payments: Integrated payment processing capabilities allowing customers to manage fuel card transactions, toll payments, and vendor disbursements directly through the MFW platform.
MFW's platform is delivered on a subscription basis (Software-as-a-Service), with customers typically entering into annual or multi-year subscription contracts. The platform is hosted on cloud infrastructure provided by Brindoval Data Solutions LLC (as described in Section 2.2 and Section 8 below).
Key Metrics:
•  Customer Base: Approximately 4,200 active customer accounts as of December 31, 2025, consisting predominantly of mid-market trucking and logistics companies.
•  Average Contract Value (ACV): Approximately $14,762 per customer account.
•  Largest Customer: TerraLink Logistics, Inc., with approximately $3,800,000 in annual recurring revenue (ARR), representing approximately 6.1% of total ARR. The TerraLink relationship is discussed further in Sections 6.1 and 8 below.
•  Key Technology Partner: Brindoval Data Solutions LLC, which provides cloud hosting infrastructure for the MFW platform, with approximately $2,100,000 in annual spend. The Brindoval relationship is discussed further in Sections 6.6 and 8 below.
•  Headcount: Approximately 310 employees distributed across MFW's three office locations (McLean, VA headquarters; Austin, TX; and Boise, ID), plus approximately 25 independent contractors engaged in product development functions.
2.3 Tarvex Financial Summary (FY 2025, Ending December 31, 2025)
The following table summarizes the key financial metrics of Meridian FleetWorks, Inc. for the fiscal year ended December 31, 2025, based on preliminary financial data provided by the Target and subject to verification through the buy-side quality of earnings analysis currently underway:
Total Revenue of approximately $67,500,000 consists of approximately $62,000,000 in annual recurring subscription revenue and approximately $5,500,000 in professional services and implementation revenue associated with new customer onboarding and platform configuration. The net revenue retention rate of approximately 112% reflects MFW's ability to expand revenue within its existing customer base through upselling of additional modules and increased user counts, while the gross revenue retention rate of approximately 94% reflects a manageable level of customer churn typical for the mid-market vertical-SaaS segment.
The above financial information is preliminary and remains subject to (a) completion of the audited financial statements for FY 2025 by Glenmore Kessler & Associates PC and (b) completion of the buy-side quality of earnings analysis by Whitmore Sandoval Group LLC. Any material adjustments or discrepancies identified through these processes will be communicated to the underwriter promptly.
2.4 Target's Counsel
•  Firm: Hawthorne Kinsey & Alcott LLP
•  Address: 1900 K Street NW, Suite 1100, Washington, DC 20006
•  Lead Partner: Rachel Greenwald, Esq.
•  Associate Counsel: Timothy Cho, Esq.
•  Telephone: (202) 872-5500
•  Email: rgreenwald@hkalaw.com; tcho@hkalaw.com
Hawthorne Kinsey & Alcott LLP serves as legal counsel to MFW and the selling shareholders in connection with the proposed transaction. Buyer's counsel has had preliminary communications with Ms. Greenwald regarding the anticipated structure of the SPA and the transaction timeline.
2.5 Target's Financial Advisor
•  Firm: Redstone Arbor Capital LLC
•  Address: 350 Park Avenue, 22nd Floor, New York, New York 10022
•  Managing Director: Priya Chandrasekaran
•  Telephone: (212) 751-8800
•  Email: pchandrasekaran@redstonearbor.com
Redstone Arbor Capital LLC is serving as the sell-side financial advisor to MFW and the selling shareholders. Redstone Arbor prepared and distributed the Confidential Information Memorandum (CIM) received by Solara on January 8, 2026, and is managing the sale process, including the administration of the virtual data room (Thackeray Solutions, Project Trident).
2.6 Target's Independent Auditors
•  Firm: Glenmore Kessler & Associates PC
•  Address: 7925 Jones Branch Drive, Suite 500, Tysons, Virginia 22102
•  Engagement Partner: Linda Chowdhury, CPA
•  Telephone: (703) 891-2400
•  Email: lchowdhury@glenmorekessler.com
•  Auditor Since: Fiscal Year 2019
Glenmore Kessler & Associates PC has served as MFW's independent auditors since fiscal year 2019 and has issued unqualified audit opinions on MFW's financial statements for fiscal years 2019 through 2024. The audit of fiscal year 2025 is currently in progress, with the audited financial statements expected to be available in March 2026. We anticipate that the audited financial statements for FY 2023, FY 2024, and FY 2025 will be among the materials provided to the underwriter in connection with the underwriting review (see Section 10.1 below).
2.7 Quality of Earnings Provider (Buy-Side)
•  Firm: Whitmore Sandoval Group LLC
•  Address: 225 West Wacker Drive, Suite 1600, Chicago, Illinois 60606
•  Engagement Lead: Daniel Ostroff, CPA
•  Telephone: (312) 629-3700
•  Email: dostroff@whitmoresandoval.com
Whitmore Sandoval Group LLC has been engaged by Solara to perform a buy-side quality of earnings analysis of MFW. The Whitmore Sandoval engagement encompasses a comprehensive review of revenue quality and sustainability (including ARR composition, customer cohort analysis, and churn metrics), normalization of EBITDA adjustments, assessment of working capital trends, and identification of any accounting policy issues or irregularities. Preliminary findings from the quality of earnings analysis are referenced in Section 6.3 below (regarding sales tax exposure). The final quality of earnings report will be provided to the underwriter upon its completion.
Section 3: Transaction Summary
3.1 Transaction Structure
The proposed transaction is structured as a 100% stock purchase pursuant to which the direct purchaser, Solara Fleet Holdings LLC (a newly formed Delaware LLC and wholly-owned subsidiary of Solara Fund III, LP), will acquire all of the issued and outstanding shares of common stock and all of the issued and outstanding shares of Series A Preferred Stock of Meridian FleetWorks, Inc. from the selling shareholders identified in Section 7.1 below and all other holders of MFW equity interests.
Upon the consummation of the transaction, MFW will become a wholly-owned subsidiary of Solara Fleet Holdings LLC, and all of the selling shareholders (other than Garrett Holliday, to the extent of his equity rollover, as described in Section 3.4 below) will cease to hold any equity interest in MFW.
The transaction will be documented through a definitive Stock Purchase Agreement to be governed by the laws of the State of Delaware.
3.2 Purchase Price and Valuation
The aggregate purchase price for the transaction is $350,000,000 (Three Hundred Fifty Million Dollars) on a cash-free, debt-free basis, subject to a customary post-closing net working capital adjustment mechanism. Key purchase price and valuation metrics are set forth below:
The target net working capital of $5,800,000 has been derived from the trailing twelve-month average of MFW's net working capital (defined as current assets minus current liabilities, excluding cash, debt, and transaction-related items) as of December 31, 2025. The definitive SPA is expected to include a customary post-closing true-up mechanism pursuant to which the purchase price will be adjusted dollar-for-dollar for any difference between estimated net working capital delivered at closing and actual net working capital as finally determined following closing.
3.3 Capitalization of Target (Fully Diluted)
The following table sets forth the capitalization of Meridian FleetWorks, Inc. on a fully diluted basis as of the date of this submission. A detailed draft capitalization table will be provided separately as Attachment B.
Summary of Authorized and Outstanding Equity:
•  Total Authorized Common Stock: 10,000,000 shares
•  Total Issued and Outstanding Common Stock: 7,850,000 shares
•  Total Authorized Series A Preferred Stock: 2,000,000 shares
•  Total Issued and Outstanding Series A Preferred Stock: 1,500,000 shares
•  Total Outstanding Stock Options: 650,000 shares (480,000 vested; 170,000 unvested)
•  Weighted-Average Exercise Price of Outstanding Options: $8.50 per share
•  Total Fully Diluted Shares: 10,000,000
3.4 Equity Rollover
Garrett Holliday, Co-Founder and CEO of MFW, has agreed to roll over approximately $25,000,000 of his equity value (representing approximately 7.14% of the total $350,000,000 deal value) into the direct purchaser entity, Solara Fleet Holdings LLC. Mr. Holliday's rollover is intended to align his economic interests with those of Solara following closing and to support continuity of management leadership through the post-acquisition transition period. The specific terms of the rollover, including governance rights, transfer restrictions, and exit mechanisms, will be documented in a separate rollover equity agreement and/or operating agreement of Solara Fleet Holdings LLC to be negotiated in connection with the SPA.
As a result of the equity rollover, net cash consideration payable to all selling shareholders at closing will be approximately $325,000,000 ($350,000,000 aggregate purchase price minus $25,000,000 rollover equity value).
3.5 Treatment of Options
All outstanding stock options issued under the MFW 2016 Stock Incentive Plan (totaling 650,000 shares, consisting of 480,000 vested options and 170,000 unvested options) will be cancelled at closing in exchange for a cash payment. Each option holder will receive a cash payment equal to the difference between the per-share purchase price of $35.00 and the applicable exercise price.
•  Per-share purchase price: $35.00
•  Weighted-average exercise price: $8.50 per share
•  Net cash payment per option share: $26.50 ($35.00 − $8.50)
•  Total option shares to be cancelled: 650,000
•  Aggregate net option proceeds: $17,225,000 (650,000 × $26.50)
•  Aggregate exercise price payable: $5,525,000 (650,000 × $8.50)
The treatment of unvested options at closing (including the acceleration or forfeiture thereof) will be addressed in the definitive SPA and any related management equity arrangements.
3.6 Financing
The aggregate purchase price of $350,000,000 will be funded through a combination of equity and debt financing as follows:
Equity Financing.  Solara Fund III, LP will make an equity contribution of $175,000,000 to Solara Fleet Holdings LLC (the direct purchaser) at or prior to closing. The equity commitment is supported by the limited partnership agreement of Solara Fund III, LP and the capital commitments of its limited partners.
Debt Financing.  The remaining $175,000,000 of the purchase price will be funded through a senior secured credit facility provided by Ironclad National Bank, N.A., acting as administrative agent, sole lead arranger, and sole bookrunner, with participation from Ridgeline Commercial Lending Corp. as co-lender. The material terms of the credit facility are summarized below:
•  Co-Lender: Ridgeline Commercial Lending Corp., 101 Federal Street, Suite 2800, Boston, Massachusetts 02110 — participating in $50,000,000 of the $125,000,000 Term Loan A tranche.
•  Arrangement Fee: $2,625,000 ($175,000,000 × 1.50%)
•  Commitment Letter Reference: CL-INB-2026-0214, dated February 14, 2026
•  Lenders' Counsel: Cascade & Whitfield LLP, 51 West 52nd Street, New York, New York 10019 (Lead Partner: Jonathan Mayer, Esq.)
Existing Target Indebtedness
MFW maintains an existing revolving line of credit with Sentinel Commerce Bank, N.A. (2100 Wilson Boulevard, Suite 700, Arlington, Virginia 22201) with an outstanding balance of approximately $4,200,000 as of the date of this submission. This indebtedness is expected to be repaid in full at or immediately prior to closing from MFW's available cash or from closing proceeds, as is customary in cash-free, debt-free acquisitions.
3.7 Transaction Timeline
The following table summarizes the key milestones and anticipated timeline for the proposed transaction:
Regulatory Filings:
•  Hart-Scott-Rodino (HSR) Act: HSR filing is required. The transaction value of $350,000,000 exceeds applicable size-of-transaction thresholds under the HSR Act. The estimated filing fee is $350,000, which will be the obligation of the Buyer. No material antitrust concerns are anticipated given the fragmented nature of the fleet management software market.
•  CFIUS: Committee on Foreign Investment in the United States review is not applicable. All transaction parties are U.S.-domiciled, and there are no foreign investment or foreign ownership issues implicated by the proposed transaction.
Section 4: Proposed R&W Insurance Coverage
4.1 Policy Type
The applicant seeks a buyer-side representations and warranties insurance policy to be issued in favor of the Named Insured (Solara Fleet Holdings LLC) and the Additional Insureds (Solara Digital Infrastructure LP, Solara Fund III, LP, and Solara Digital Infrastructure GP LLC). The R&W Policy is intended to provide the buyer with insurance coverage for losses arising from breaches of the representations and warranties made by the selling shareholders and the Target in the definitive Stock Purchase Agreement, subject to the terms, conditions, and exclusions of the policy.
4.2 Proposed Policy Limit
The proposed aggregate policy limit is $35,000,000, representing 10% of the enterprise value of $350,000,000. This proposed limit is consistent with market practice for buyer-side R&W insurance policies in private equity-sponsored acquisitions of this size and nature.
4.3 Estimated Premium
Based on current market conditions and preliminary discussions with Trident Peak Insurance Brokers Inc., the estimated premium for the proposed R&W Policy is approximately $1,050,000, calculated at a rate of 3.0% on the $35,000,000 policy limit, plus applicable state and local taxes and underwriting fees. The premium and all associated costs will be borne entirely by the Buyer.
The final premium will be determined following the completion of the underwriting process and is subject to adjustment based on the underwriter's assessment of the risk profile of the transaction, the scope and quality of the buyer's diligence, the terms of the definitive SPA, and the specific exclusions and coverage terms to be negotiated.
4.4 Retention / Deductible
The retention (deductible) for the R&W Policy is to be discussed and negotiated with the underwriter. Based on current market practice for transactions of this size and nature, the applicant anticipates a retention in the range of 1% to 2% of enterprise value, corresponding to a retention of $3,500,000 to $7,000,000.
The applicant further anticipates that the retention will include a customary step-down feature, as follows:
•  Months 0–12 post-closing: Full retention amount applies.
•  Months 12–18 post-closing: Retention steps down to 50% of the initial retention amount.
•  After 18 months post-closing: Retention drops to zero (i.e., first-dollar coverage above any applicable mini-basket or de minimis threshold).
The foregoing retention structure is presented as a proposed framework and is subject to negotiation with the underwriter based on the specific risk profile of the transaction and the diligence findings.
4.5 Policy Term
The term of the R&W Policy is expected to correspond to and match the survival periods of the representations and warranties under the definitive SPA. Based on the anticipated terms of the SPA, the applicant proposes the following policy term structure:
•  General Representations: The general representations and warranties in the SPA are anticipated to survive for a period of 18 months from the closing date. Assuming a closing date of April 30, 2026, the survival period for general representations would expire on approximately October 31, 2027. The R&W Policy is expected to provide a 3-year term for coverage of general representations (extending beyond the SPA survival period to provide tail coverage through approximately April 30, 2029).
•  Fundamental Representations: The fundamental representations (including representations regarding organization, authority, capitalization, and tax matters) are anticipated to survive for a period of 6 years from the closing date or the applicable statute of limitations period, whichever is longer. The R&W Policy is expected to provide a 6-year term for coverage of fundamental representations (extending through approximately April 30, 2032, assuming a closing date of April 30, 2026).
The specific survival periods and policy terms are subject to finalization during the SPA negotiation process and will be confirmed to the underwriter upon execution of the definitive SPA.
4.6 Interaction with SPA Indemnification and Escrow
The definitive SPA is expected to include a comprehensive post-closing indemnification framework that will operate in conjunction with the R&W Policy. The key elements of the anticipated indemnification and escrow structure are summarized below:
•  Seller Escrow: The SPA is expected to provide for a seller-funded escrow in the amount of $17,500,000 (representing 5% of the $350,000,000 aggregate deal value), to be deposited at closing with Northgate Escrow Services LLC (100 Summer Street, Suite 800, Boston, Massachusetts 02110). The escrow will serve as the primary source of recovery for the buyer with respect to indemnifiable losses arising from breaches of the selling shareholders' representations and warranties.
•  Escrow Release: The escrow is expected to be held for the 18-month survival period applicable to general representations. Subject to any pending or unresolved claims, the escrow is expected to be released to the selling shareholders on approximately October 31, 2027 (18 months following the assumed April 30, 2026 closing date).
•  Interaction with R&W Policy: The R&W Policy is intended to provide coverage above and in excess of the seller escrow and seller indemnification thresholds. It is anticipated that the buyer will first seek recovery for indemnifiable losses through the escrow/seller indemnity mechanism (subject to the applicable retention under the R&W Policy) and will then look to the R&W Policy for coverage of losses in excess of available seller indemnification.
•  Seller Cap: The aggregate cap on the selling shareholders' indemnification obligations under the SPA and the interaction between any such cap and the R&W Policy coverage will be finalized during the SPA negotiation process. It is expected that the seller cap for general representations will be no less than the escrow amount ($17,500,000), with the R&W Policy providing coverage for losses exceeding the seller cap up to the policy limit.
The foregoing structure is preliminary and subject to negotiation among the transaction parties. We will provide the underwriter with detailed information regarding the final indemnification structure upon execution of the definitive SPA.
Section 5: Overview of Anticipated SPA Representations and Warranties
5.1 Seller/Target Representations (Expected Coverage)
The definitive SPA is expected to include a comprehensive set of representations and warranties made by the selling shareholders and/or the Target with respect to the business, operations, financial condition, and legal compliance of MFW. The R&W Policy is expected to provide coverage for breaches of the following categories of representations and warranties, subject to the terms, conditions, and exclusions of the policy:
1.  Organization, Good Standing, and Qualification — MFW is duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, including Virginia, Texas, and Idaho.
2.  Authority and Enforceability — The Target and the selling shareholders have full power and authority to enter into and perform their respective obligations under the SPA, and the SPA constitutes a valid and binding obligation of each party, enforceable in accordance with its terms.
3.  Capitalization — The capitalization of MFW is as set forth in the fully diluted capitalization table (Section 3.3 above and Attachment B); there are no undisclosed equity interests, warrants, conversion rights, preemptive rights, or other rights to acquire equity interests in MFW other than as disclosed.
4.  Financial Statements — The audited financial statements of MFW (prepared by Glenmore Kessler & Associates PC) for the relevant fiscal years fairly present, in all material respects, the financial position and results of operations of MFW in accordance with GAAP.
5.  Absence of Undisclosed Liabilities — MFW has no liabilities or obligations of any nature (whether accrued, absolute, contingent, or otherwise) other than those reflected or reserved against in the financial statements, incurred in the ordinary course of business since the date of the most recent balance sheet, or as specifically disclosed in the Disclosure Schedules.
6.  Absence of Material Adverse Change — Since December 31, 2025, there has been no event, change, effect, or development that has had, or would reasonably be expected to have, a Material Adverse Effect on the business, assets, financial condition, or results of operations of MFW.
7.  Material Contracts — MFW has provided or will provide a complete and accurate list of all material contracts, including all contracts containing change-of-control provisions, and all such contracts are in full force and effect, and neither MFW nor any counterparty is in material breach thereof.
8.  intellectual Property Ownership and Non-Infringement — MFW owns or has valid licenses to all intellectual property used in or necessary for the operation of its business; the operation of MFW's business does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party.
9.  Tax Matters — MFW has timely filed all required tax returns, has paid all taxes due and owing, and has properly collected and remitted all sales taxes and other taxes required to be collected and remitted. (Note: The sales tax exposure identified in Section 6.3 may require specific disclosure and/or carve-out treatment.)
10.  Compliance with Laws — MFW is in material compliance with all applicable federal, state, and local laws, rules, and regulations, including but not limited to data privacy laws and FMCSA ELD regulations.
11.  Employee and Labor Matters — MFW is in compliance with all applicable employment and labor laws; all employee benefit plans are in compliance with ERISA and the Internal Revenue Code; all workers are properly classified as employees or independent contractors, as applicable. (Note: The independent contractor classification risk identified in Section 6.4 may require specific disclosure.)
12.  Real Property / Leases — MFW does not own any real property. MFW has valid leasehold interests in its three office locations (McLean, VA; Austin, TX; Boise, ID), and all leases are in full force and effect.
13.  Environmental Matters — MFW is in compliance with all applicable environmental laws and regulations, and there are no environmental liabilities or conditions requiring remediation.
14.  Insurance — MFW maintains insurance policies covering its business, operations, and assets in types and amounts customary for companies of similar size and nature.
15.  Litigation and Proceedings — There is no pending or, to the knowledge of MFW, threatened litigation, arbitration, or governmental proceeding against MFW or any of its officers, directors, or employees in their capacity as such.
16.  Customers and Suppliers — MFW has not received notice that any material customer or supplier intends to terminate or materially reduce its relationship with MFW.
17.  Data Privacy and Security — MFW is in compliance with all applicable data privacy and security laws and regulations, including CCPA and BIPA, and has implemented commercially reasonable security measures to protect personal data and sensitive information processed through its platform. (Note: The data privacy compliance matters identified in Section 6.5 may require specific disclosure.)
18.  Brokers' Fees — Other than Redstone Arbor Capital LLC (engaged by the Target/selling shareholders), no broker, finder, or financial advisor is entitled to any fee or commission in connection with the transactions contemplated by the SPA.
5.2 Buyer Representations (Expected)
The definitive SPA is also expected to include the following representations and warranties made by the Buyer:
1.  Organization and Authority — The Buyer is duly organized and has full power and authority to enter into and perform its obligations under the SPA.
2.  No Conflicts — The execution and delivery of the SPA and the consummation of the transactions contemplated thereby do not violate any law, regulation, or agreement binding on the Buyer.
3.  Financing — The Buyer has received binding commitments for equity financing (from Solara Fund III, LP) and debt financing (from Ironclad National Bank, N.A.) sufficient to consummate the transactions contemplated by the SPA and to pay the aggregate purchase price and all related costs and expenses.
4.  Solvency — Following the consummation of the transactions contemplated by the SPA, the Buyer and the Target (on a combined basis) will be solvent and will be able to pay their respective debts as they become due in the ordinary course of business.
5.  No Brokers — Other than Cobalt Ridge Partners LLC (engaged by the Buyer), no broker, finder, or financial advisor is entitled to any fee or commission from the Buyer in connection with the transactions contemplated by the SPA.
5.3 Anticipated Exclusions from R&W Policy
Based on market practice and the specific facts of this transaction, the applicant anticipates that the R&W Policy may include exclusions for the following categories of matters. The final list of exclusions will be subject to negotiation with the underwriter:
1.  Known Matters Specifically Disclosed in the Disclosure Schedules — Matters that are specifically and accurately disclosed in the Disclosure Schedules to the SPA will be excluded from coverage under the R&W Policy, consistent with the principle that the R&W Policy is designed to cover unknown breaches rather than known and accepted risks.
2.  Purchase Price Adjustments — Claims relating to post-closing purchase price adjustments, including adjustments for net working capital, cash, debt, and transaction expenses, will be excluded from coverage. These matters are addressed through the mechanical adjustment provisions of the SPA and do not constitute representation and warranty breaches.
3.  Forward-Looking Statements and Projections — Any forward-looking statements, financial projections, forecasts, or estimates provided by the Target or the selling shareholders will be excluded from coverage. The R&W Policy is not intended to serve as a guaranty of future performance.
4.  Consequential, Punitive, and Exemplary Damages — Coverage for consequential, punitive, and exemplary damages may be excluded from the policy, subject to negotiation. The applicant reserves the right to seek coverage for consequential damages to the extent such damages are recoverable under the SPA indemnification provisions.
5.  Known Breaches at Signing — Any breach of a representation or warranty of which the Buyer has actual knowledge as of the date of execution of the SPA will be excluded from coverage.
6.  Specific Identified Diligence Issues — Certain specific diligence issues identified in Section 6 below may be the subject of exclusion or sublimit discussions with the underwriter. The applicant will work with the underwriter to determine appropriate treatment of these identified matters.
Section 6: Known Diligence Issues and Risk Factors for Underwriter Assessment
The following section sets forth a summary of the diligence issues and risk factors that have been identified to date in connection with the buyer's ongoing due diligence investigation of MFW. These matters are disclosed for purposes of facilitating the underwriter's assessment of the risk profile of the transaction and to permit informed discussions regarding the appropriate treatment of these issues under the R&W Policy, including any specific exclusions, sublimits, or retention adjustments that may be warranted.
The buyer's due diligence investigation is ongoing, and additional issues may be identified prior to completion of the diligence process. Any material issues identified subsequent to this submission will be communicated to the underwriter promptly.
6.1 Change-of-Control Consent — TerraLink Logistics, Inc.
TerraLink Logistics, Inc. ("TerraLink") is MFW's largest single customer, accounting for approximately $3,800,000 in annual recurring revenue, or approximately 6.1% of total ARR. The TerraLink relationship is governed by the MFW–TerraLink Strategic Partnership Agreement dated March 15, 2022, which has a five-year initial term expiring on March 14, 2027.
The TerraLink Strategic Partnership Agreement contains a change-of-control consent provision requiring the prior written consent of TerraLink for any change of control of MFW. A "change of control" is defined in the agreement to include the acquisition by any person or group of persons of more than fifty percent (50%) of the voting securities or equity interests of MFW. The proposed acquisition of 100% of MFW's equity by Solara will constitute a change of control triggering this consent requirement.
As of the date of this submission, consent from TerraLink has not yet been obtained. Management of MFW has indicated that it anticipates initiating the consent process in March 2026 and expects that TerraLink's consent will be forthcoming, based on the strength of the underlying commercial relationship and TerraLink's dependence on the MFW platform for its fleet management operations. However, there can be no assurance that consent will be obtained, or that TerraLink will not seek to negotiate modifications to the terms of the Strategic Partnership Agreement as a condition to providing consent.
The loss of the TerraLink customer relationship, or a material modification of the terms of the TerraLink Strategic Partnership Agreement, could have a significant impact on MFW's revenue concentration and financial performance. The Buyer intends to include obtaining TerraLink's written consent as a condition precedent to closing in the definitive SPA.
Risk Assessment: Moderate. Consent is expected to be obtained in the ordinary course, but the process is ongoing and the outcome is not yet certain. The underwriter should consider the revenue concentration risk associated with this single customer representing 6.1% of total ARR.
6.2 IP Assignment Gaps — Former Contractors (2015–2016)
Preliminary intellectual property due diligence conducted by Calderwood & Harkness LLP has identified that three (3) former contractors engaged by MFW during the 2015–2016 period may not have executed intellectual property assignment agreements covering their contributions to the MFW platform. Specifically, these contractors were engaged during the early-stage development of MFW's core fleet management software and contributed code, design work, and/or architectural specifications to the platform's foundational codebase.
Under general principles of copyright and intellectual property law, absent a valid written assignment agreement, ownership of works created by independent contractors may vest in the contractor rather than the engaging party, subject to any applicable work-for-hire doctrine analysis. The absence of executed IP assignment agreements from these three former contractors therefore creates a potential gap in the chain of title to portions of MFW's proprietary software codebase.
Buyer's counsel is currently assessing the following remediation options:
(a) Whether retroactive IP assignment agreements can be obtained from the three former contractors, including the feasibility of locating and contacting these individuals;
(b) The scope and materiality of the code contributions made by these contractors, including whether the relevant code has been substantially rewritten, refactored, or replaced in subsequent development cycles; and
(c) Appropriate indemnification provisions and/or specific representations to be included in the SPA to address this issue, including the possibility of a special indemnity from the selling shareholders.
Risk Assessment: Identified Risk. The magnitude of the contributions of these three former contractors to the current MFW platform is under further review. Depending on the results of that assessment, this issue may warrant a specific exclusion or sublimit discussion with the underwriter. Buyer's counsel will provide an IP diligence memorandum to the underwriter upon completion of the IP workstream.
6.3 Sales Tax Exposure — Uncollected SaaS Sales Tax
Preliminary findings from the buy-side quality of earnings analysis conducted by Whitmore Sandoval Group LLC indicate that MFW may have sales tax collection nexus in six to eight (6–8) states where it has not been collecting or remitting sales tax on its SaaS subscription revenue. The taxability of SaaS products varies by state, and MFW's failure to collect and remit sales tax in states where it has physical or economic nexus and where SaaS is treated as a taxable product or service may give rise to historical sales tax liabilities, including potential interest and penalties.
The estimated potential exposure arising from uncollected sales tax obligations is in the range of $800,000 to $1,400,000, covering historical periods the specific delineation of which is still being identified. The analysis is being conducted jointly by Whitmore Sandoval Group LLC and Sylvia Hartwell (tax specialist partner at Calderwood & Harkness LLP), and encompasses the following workstreams:
(a) Identification of states in which MFW has established physical or economic nexus for sales tax purposes;
(b) Determination of whether SaaS subscription revenue is subject to sales tax in each identified nexus state;
(c) Quantification of the aggregate uncollected sales tax liability for each applicable state and historical period; and
(d) Assessment of potential voluntary disclosure agreement (VDA) programs that may be available to mitigate the exposure, including the potential for penalty abatement.
The Buyer intends to seek specific tax indemnification from the selling shareholders in the definitive SPA to cover the quantified sales tax exposure, and/or a purchase price adjustment reflecting the estimated liability. Alternatively, the parties may agree to a specific escrow allocation for the sales tax exposure.
Risk Assessment: Quantifiable. The exposure is expected to fall within the $800,000–$1,400,000 range and is amenable to quantification and indemnification through the SPA. Further detail will be provided to the underwriter upon completion of the tax diligence workstream.
6.4 Independent Contractor Classification Risk
MFW utilizes approximately 25 independent contractors in its product development function, including software engineers, UX/UI designers, and quality assurance testers. Preliminary employment law due diligence has identified potential worker classification risk under applicable federal and state tests, including the economic reality test applied under the Fair Labor Standards Act, the common law (right of control) test applied by the Internal Revenue Service, and state-specific classification tests.
Of particular concern is whether any of the 25 independent contractors are based in California, which applies a strict "ABC" test under Assembly Bill 5 (AB 5) that creates a presumption of employee status unless the engaging entity can demonstrate that the worker satisfies all three prongs of the test (freedom from control, performance of work outside the usual course of the engaging entity's business, and engagement in an independently established trade or occupation). Misclassification of workers as independent contractors can give rise to liability for unpaid wages, overtime, payroll taxes, benefits, and statutory penalties.
The assessment of worker classification risk is ongoing, and the specific exposure has not yet been quantified. Buyer's counsel is reviewing the engagement agreements, work patterns, and factual circumstances of each independent contractor relationship to assess the level of risk.
Risk Assessment: Moderate. The exposure is subject to further assessment and quantification. Depending on the results of the employment diligence workstream, this issue may require specific representations, indemnification provisions, or disclosure schedule treatment in the SPA.
6.5 Data Privacy Compliance
MFW's platform processes significant volumes of fleet GPS location data and driver-behavior data (including data relating to driving patterns, speed, braking events, and hours of service) on behalf of its approximately 4,200 customers. The nature and volume of this data processing implicates various federal and state data privacy and security laws and regulations.
Buyer's counsel is currently conducting a review of MFW's compliance posture with respect to the following regulatory frameworks:
•  Illinois Biometric Information Privacy Act (BIPA): To the extent MFW processes biometric data (such as fingerprints or facial geometry) of drivers or other individuals located in Illinois, MFW would be subject to BIPA's requirements for informed consent, data retention policies, and restrictions on disclosure. BIPA provides for a private right of action and statutory damages of $1,000 per negligent violation and $5,000 per intentional or reckless violation, making it a significant source of litigation risk.
•  California Consumer Privacy Act (CCPA) / California Privacy Rights Act (CPRA): To the extent MFW collects personal information of California residents (including drivers employed by MFW's California-based customers), MFW may be subject to CCPA/CPRA requirements regarding notice, access, deletion, and opt-out rights.
•  Other State Privacy Laws: Several states have enacted comprehensive consumer privacy legislation that may be applicable to MFW's data processing activities, and MFW's compliance with these laws is under review.
To date, no known claims, litigation, or regulatory inquiries have been filed or initiated against MFW in connection with data privacy or security matters. MFW has represented that it maintains a written information security policy and has implemented industry-standard encryption, access controls, and data protection measures.
Risk Assessment: Low to Moderate. While no incidents or claims have been identified, the nature of MFW's data processing activities warrants continued scrutiny. The compliance posture assessment is ongoing and will be completed prior to the diligence completion deadline.
6.6 Brindoval Cloud Hosting Agreement Renewal
MFW's cloud hosting infrastructure is provided by Brindoval Data Solutions LLC pursuant to a Cloud Hosting Agreement dated September 1, 2023. The material terms of the agreement are as follows:
•  Initial Term: Three (3) years, expiring August 31, 2026
•  Renewal: Automatic renewal for successive one-year periods unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term
•  Annual Spend: Approximately $2,100,000
•  Change-of-Control Provision: None identified in the agreement
The Brindoval hosting agreement represents a significant vendor relationship for MFW, as the MFW platform is dependent on the cloud infrastructure provided by Brindoval. However, the agreement does not contain any change-of-control provision that would be triggered by the proposed acquisition, and the agreement is expected to automatically renew for an additional one-year term on September 1, 2026, absent notice of non-renewal.
Risk Assessment: Low. This is a standard commercial hosting arrangement. The auto-renewal feature and the absence of a change-of-control provision reduce the risk of disruption to MFW's operations as a result of the proposed transaction. The Buyer intends to review the pricing terms of the Brindoval agreement in connection with post-closing vendor management, but no material issues have been identified.
Section 7: Selling Shareholders and Key Management
7.1 Principal Selling Shareholders
The following table sets forth the principal selling shareholders of MFW, together with their respective equity holdings, post-closing arrangements, and other material information:
Garrett Holliday — Co-Founder & Chief Executive Officer
•  Equity Holdings: 2,800,000 shares of common stock + 400,000 shares of Series A Preferred Stock = 3,200,000 total shares (32.0% fully diluted)
•  Equity Rollover: Mr. Holliday will roll over approximately $25,000,000 of equity value (approximately 714,286 shares at $35.00/share) into Solara Fleet Holdings LLC
•  Post-Closing Role: Mr. Holliday is expected to continue serving as Chief Executive Officer of MFW following the closing of the transaction
Diana Vasquez-Park — Co-Founder & Chief Technology Officer
•  Equity Holdings: 1,600,000 shares of common stock + 200,000 shares of Series A Preferred Stock = 1,800,000 total shares (18.0% fully diluted)
•  Equity Rollover: None
•  Post-Closing Role: Ms. Vasquez-Park is expected to continue serving as Chief Technology Officer of MFW following the closing of the transaction
Pinnacle Bluff Ventures LLC — Venture Capital Investor
•  Equity Holdings: 2,500,000 shares of common stock + 900,000 shares of Series A Preferred Stock = 3,400,000 total shares (34.0% fully diluted)
•  Managing Member: Douglas Irwin
•  Registered Address: 4401 Fair Lakes Court, Suite 300, Fairfax, Virginia 22033
•  EIN: 54-2086471
•  Post-Closing Role: Pinnacle Bluff Ventures LLC will fully exit its investment in MFW at closing
Collectively, Garrett Holliday, Diana Vasquez-Park, and Pinnacle Bluff Ventures LLC hold approximately 84.0% of the fully diluted equity of MFW. These three holders will be parties to a Stockholder Support Agreement pursuant to which they will agree to vote their shares in favor of the transaction and take all actions necessary to consummate the proposed acquisition on the terms set forth in the definitive SPA.
7.2 Key Management and Employment Agreements
The following summarizes the material terms of employment agreements with key management of MFW:
Garrett Holliday — Co-Founder & CEO
•  Employment agreement effective January 1, 2023
•  Base salary: $425,000 per annum
•  Annual bonus target: 75% of base salary ($318,750 at target)
•  Severance: 24-month base salary continuation ($850,000) upon termination without cause or resignation for good reason following a change of control
•  Non-competition covenant: 24 months post-termination
•  Non-solicitation covenant: 24 months post-termination
Diana Vasquez-Park — Co-Founder & CTO
•  Employment agreement effective January 1, 2023
•  Base salary: $385,000 per annum
•  Annual bonus target: 60% of base salary ($231,000 at target)
•  Severance: 18-month base salary continuation ($577,500) upon termination without cause or resignation for good reason following a change of control
•  Non-competition covenant: 18 months post-termination
•  Non-solicitation covenant: 18 months post-termination
Marcus Trahan — Chief Financial Officer
•  Equity holdings: 150,000 shares of common stock + 80,000 vested stock options = 230,000 total shares/options (2.3% fully diluted)
•  Employment agreement terms: under review; to be confirmed
The Buyer expects that Messrs. Holliday and Vasquez-Park will enter into new or amended employment agreements with MFW in connection with the closing of the transaction. The specific terms of such arrangements will be negotiated as part of the overall transaction documentation.
Section 8: Material Contracts Summary
The following is a summary of the material contracts of MFW that have been identified through due diligence to date. Complete copies or summaries of key material contracts will be provided to the underwriter as part of the underwriting materials (see Section 10.1 below).
Office Leases:
In addition to the foregoing, the employment agreements with Garrett Holliday and Diana Vasquez-Park, as detailed in Section 7.2 above, are considered material contracts of MFW. A comprehensive list of all material contracts will be included in the Disclosure Schedules to the SPA and will be made available to the underwriter.
Section 9: Regulatory Matters
Hart-Scott-Rodino Antitrust Improvements Act
An HSR Act filing will be required in connection with the proposed transaction. The aggregate transaction value of $350,000,000 exceeds the applicable size-of-transaction thresholds under the HSR Act (as adjusted for inflation). The estimated HSR filing fee is $350,000, which will be the obligation of the Buyer pursuant to the terms of the LOI and, as anticipated, the definitive SPA.
Based on our preliminary assessment of the competitive landscape and the market position of MFW, no material antitrust concerns are anticipated in connection with this transaction. The fleet management and logistics software market is highly fragmented, with numerous competing platforms serving the mid-market segment. MFW's estimated market share does not approach levels that would be expected to give rise to competitive concerns under the applicable merger review standards. Accordingly, we anticipate that the HSR waiting period will expire without a request for additional information (second request) from the Federal Trade Commission or the Department of Justice Antitrust Division.
Committee on Foreign Investment in the United States (CFIUS)
CFIUS review is not applicable to this transaction. All parties to the proposed transaction — including the Buyer (Solara Digital Infrastructure LP and its affiliates, all Delaware entities), the Target (Meridian FleetWorks, Inc., a Delaware corporation), and the principal selling shareholders (all U.S. persons or U.S.-domiciled entities) — are domiciled in the United States. There are no foreign investment, foreign ownership, or foreign control issues implicated by the proposed transaction, and the transaction does not involve a "covered transaction" within the meaning of Section 721 of the Defense Production Act of 1950, as amended.
State Regulatory Approvals
No state regulatory approvals are anticipated in connection with the proposed transaction. MFW does not hold any state-regulated licenses, permits, or authorizations that would require regulatory consent or notification in connection with a change of control.
FMCSA ELD Compliance
MFW's platform provides electronic logging device (ELD) compliance functionality to its customers, enabling them to satisfy the FMCSA's ELD mandate under 49 C.F.R. Part 395. MFW's ELD solution is registered on the FMCSA's list of registered ELD providers. Buyer's counsel is reviewing MFW's ongoing compliance with applicable FMCSA regulations, including the technical specifications for ELDs set forth in 49 C.F.R. § 395.26 and the data transfer requirements of 49 C.F.R. § 395.28. No compliance deficiencies have been identified to date, but the review is ongoing.
Section 10: Requested Underwriting Materials and Next Steps
10.1 Documents to Be Provided to Underwriter
The following documents and materials will be provided to Atlas Meridian Underwriters Ltd. as part of the underwriting process, as and when available:
1.  Draft Stock Purchase Agreement — To be provided upon completion of the first draft; target completion date: on or about March 15, 2026, with SPA execution targeted for March 31, 2026.
2.  Disclosure Schedules — To be provided upon completion by MFW and its counsel, Hawthorne Kinsey & Alcott LLP. The Disclosure Schedules will set forth all exceptions, qualifications, and additional information with respect to the representations and warranties of the Target and the selling shareholders.
3.  Quality of Earnings Report — The final quality of earnings report prepared by Whitmore Sandoval Group LLC will be provided upon its completion. Preliminary findings have been referenced in Section 6.3 above.
4.  Audited Financial Statements — Audited financial statements of MFW for fiscal years 2023, 2024, and 2025 (the last to be finalized upon completion of the FY 2025 audit), prepared by Glenmore Kessler & Associates PC.
5.  Management