DISCLOSURE SCHEDULES

DISCLOSURE SCHEDULES
TO THE
STOCK PURCHASE AGREEMENT
Template for Completion by the Sellers
Prepared by Calderwood & Harkness LLP on behalf of Solara Fleet Holdings LLC (Buyer)
To be completed by Meridian FleetWorks, Inc. and its counsel, Hawthorne Kinsey & Alcott LLP, and delivered in connection with the Stock Purchase Agreement dated as of [●], 2026
CONFIDENTIAL DRAFT — FOR DISCUSSION PURPOSES ONLY
[●], 2026
This document and the information contained herein are confidential and are provided solely for the use of the parties to the Stock Purchase Agreement referenced herein. This document and its contents may not be reproduced, distributed, or disclosed to any third party without the prior written consent of Calderwood & Harkness LLP on behalf of Solara Fleet Holdings LLC. This document is subject to the attorney-client privilege and the work product doctrine. Receipt of this document by any person other than the intended recipients does not constitute a waiver of any applicable privilege.
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GENERAL INSTRUCTIONS AND CONVENTIONS
1. Purpose
These Disclosure Schedules (these "Disclosure Schedules") are delivered pursuant to, and form an integral part of, the Stock Purchase Agreement (the "Agreement") dated as of [●], 2026, by and among:
(i) Solara Fleet Holdings LLC, a Delaware limited liability company ("Buyer");
(ii) the stockholders of Meridian FleetWorks, Inc., a Delaware corporation (the "Company"), listed on the signature pages to the Agreement (each, a "Seller" and collectively, the "Sellers"); and
(iii) [●], as Stockholder Representative (the "Stockholder Representative").
Capitalized terms used but not otherwise defined in these Disclosure Schedules shall have the respective meanings ascribed to such terms in the Agreement. All references herein to "Sections" or "Articles" refer to the corresponding Sections and Articles of the Agreement, unless the context clearly indicates otherwise.
These Disclosure Schedules are intended to set forth the exceptions, qualifications, and supplementary information to the representations and warranties of the Sellers and the Company contained in Article [●] of the Agreement, and to satisfy any other disclosure obligations of the Sellers and the Company arising under the Agreement. Nothing in these Disclosure Schedules shall be deemed to broaden the scope of any representation or warranty contained in the Agreement.
2. Disclosure Conventions
The following conventions apply to the preparation, interpretation, and use of these Disclosure Schedules:
(a) Corresponding Section Numbers. Each Schedule set forth herein is numbered to correspond to the applicable Section of Article [●] (Representations and Warranties of the Sellers) of the Agreement. Sub-sections within each Schedule correspond, where applicable, to the sub-sections of the corresponding Section of the Agreement.
(b) Cross-Applicability of Disclosures. A matter disclosed on any particular Schedule shall be deemed to be disclosed with respect to, and shall be deemed to qualify, any other Schedule or representation or warranty to the extent the relevance of such disclosure to such other Schedule or representation or warranty is reasonably apparent on the face of such disclosure. Notwithstanding the foregoing, the Sellers and the Company shall use commercially reasonable efforts to cross-reference disclosures to all applicable Schedules, and the absence of a specific cross-reference shall not be deemed to limit the applicability of any disclosure.
(c) No Admission of Materiality. The inclusion of any item or matter in these Disclosure Schedules shall not constitute an admission or acknowledgment by the Sellers or the Company that such item or matter (i) is material or would reasonably be expected to be material, (ii) has had or would reasonably be expected to have a Material Adverse Effect, (iii) constitutes a breach or violation of any contract, Law, or order, or (iv) establishes any applicable threshold, standard of materiality, or dollar amount for purposes of any representation or warranty in the Agreement. The listing of any item in these Disclosure Schedules is made solely for the purpose of providing information and disclosures in connection with the representations and warranties contained in the Agreement.
(d) Headings. Headings and section references used in these Disclosure Schedules are for convenience of reference only and shall not affect the meaning, construction, or interpretation of these Disclosure Schedules or any provision hereof.
(e) Summaries Not Exhaustive. The items and information listed in these Disclosure Schedules are not intended to be exhaustive of all relevant details with respect to any particular disclosed matter. Where any item in these Disclosure Schedules is described by summary or reference to a document, agreement, or instrument, such summary or reference is qualified in its entirety by reference to the full text of the applicable document, agreement, or instrument, copies of which have been provided or made available to Buyer and its Representatives (including in the virtual data room maintained by the Company in connection with the transactions contemplated by the Agreement) or are attached as exhibits hereto.
(f) Knowledge Qualifier. Where information is disclosed to the "Knowledge" of the Company or any Seller, such disclosure is made in accordance with the definition of "Knowledge" set forth in the Agreement and is not intended to imply the existence of facts or circumstances beyond what is actually known by the individuals encompassed by such definition.
(g) Currency. Unless otherwise specified, all dollar amounts set forth in these Disclosure Schedules are expressed in United States dollars.
(h) Dates. Unless otherwise specified, all information set forth in these Disclosure Schedules is current as of the date hereof. The Sellers and the Company undertake to update or supplement these Disclosure Schedules in accordance with the terms of the Agreement, if and to the extent required thereunder.
3. Format Instructions for Preparers
The following instructions are directed to the Sellers and their counsel, Hawthorne Kinsey & Alcott LLP, in connection with the preparation and completion of these Disclosure Schedules:
(a) Bracketed Placeholders. All bracketed placeholder fields (indicated by "[Insert]" or "[●]") must be completed with the applicable information. No bracketed placeholder should remain in the final executed version of these Disclosure Schedules.
(b) Sufficient Specificity. Each item disclosed in these Disclosure Schedules should be described with sufficient specificity to permit Buyer and its Representatives to identify the disclosed matter, including, where relevant, the identity of the parties involved, applicable dates, monetary amounts, and a summary of the relevant terms, conditions, and circumstances.
(c) Attachments. Where these Disclosure Schedules indicate that copies of referenced documents are to be attached (including by use of the notation "Attach"), the Sellers and the Company shall attach true, correct, and complete copies of all such documents (including all amendments, supplements, side letters, and modifications thereto) as exhibits to these Disclosure Schedules. Where a document has previously been made available in the virtual data room, a reference to the applicable data room index number is sufficient, provided that the document remains accessible therein as of the date of delivery of these Disclosure Schedules.
(d) Cross-References. Where an item is responsive to more than one Schedule, the Sellers and the Company should clearly identify such cross-applicability by including a cross-reference notation (e.g., "See also Schedule [●]") in each applicable Schedule.
(e) Negative Disclosures. Where no responsive items exist with respect to a particular Schedule or sub-section thereof, the entry "None" or "Not applicable" should be inserted in the relevant field. No Schedule should be left blank.
(f) Delivery Format. The completed Disclosure Schedules should be delivered in both electronic format (.docx and .pdf) and hard copy, executed by the authorized signatories identified on the signature page hereof.
SCHEDULE 1 — DEFINITIONS
This Schedule 1 sets forth certain defined terms that are specific to these Disclosure Schedules and that supplement or modify the defined terms set forth in the Agreement. Except as otherwise provided below, all capitalized terms used in these Disclosure Schedules shall have the meanings given to them in the Agreement.
[Insert any Schedule-specific defined terms, or state "None."]
SCHEDULE [●] — ORGANIZATION, GOOD STANDING, AND QUALIFICATION
This Schedule sets forth information regarding the organization, good standing, and qualification of the Company, as required by Section [●] of the Agreement.
1. Legal Name of the Company:
[Insert full legal name of the Company]
2. State of Incorporation:
[Insert state of incorporation]
3. Date of Incorporation:
[Insert date of incorporation]
4. State File Number:
[Insert state file number assigned by the Secretary of State of the state of incorporation]
5. Foreign Qualifications:
The following table lists all jurisdictions in which the Company is qualified or licensed to do business as a foreign corporation, including the state of the Company's principal place of business, states in which the Company maintains offices or facilities, and states in which the Company has a sufficient nexus of business operations or employees to require qualification.
[List all jurisdictions in which the Company is qualified or licensed to do business. Include the state of the Company's headquarters, each state where the Company maintains an office or physical presence, and each state where the Company has significant business operations, employees, or other contacts that may create a requirement to qualify as a foreign corporation.]
6. Jurisdictions Requiring Qualification Where the Company Is Not Currently Qualified:
[Identify any jurisdictions in which the Company conducts business activities or otherwise has a nexus that may require qualification or licensure as a foreign corporation, but in which the Company is not currently qualified. If none, state "None."]
7. Attachments:
The following documents are attached or to be attached hereto as exhibits to this Schedule:
(a) Certificate of Good Standing (or equivalent certificate) from the Secretary of State of the Company's state of incorporation, dated within thirty (30) days of the date hereof.
(b) Certificates of Good Standing (or equivalent certificates) from the Secretary of State (or equivalent authority) of each foreign qualification jurisdiction listed in the table above, dated within thirty (30) days of the date hereof.
[If any such certificate has not yet been obtained as of the date of delivery of these Disclosure Schedules, note the status of the request and the expected date of receipt.]
SCHEDULE [●] — SUBSIDIARIES
This Schedule sets forth information regarding the Subsidiaries of the Company, as required by Section [●] of the Agreement.
[List all Subsidiaries of the Company, or state "None."]
1. Subsidiaries:
[For each Subsidiary, provide the full legal name, jurisdiction of organization or incorporation, the Company's direct or indirect percentage ownership interest, the type of legal entity (e.g., corporation, limited liability company, limited partnership), the total authorized capital (including authorized share classes and par values, if applicable), and the total outstanding or issued capital. If the Company holds its interest in any Subsidiary indirectly through one or more intermediate entities, describe the chain of ownership.]
2. Joint Ventures, Minority Equity Investments, and Partnership Interests:
[Describe any joint ventures, minority equity investments, partnership interests, or other equity or ownership interests held by the Company in any Person (other than Subsidiaries listed in the table above), including the identity of the relevant entity, the nature and percentage of the Company's interest, and a brief description of the arrangement. If none, state "None."]
SCHEDULE [●] — CAPITALIZATION
This Schedule sets forth information regarding the capitalization of the Company, as required by Section [●] of the Agreement.
Section (a) — Authorized, Issued, and Outstanding Capital Stock
The following table sets forth the authorized, issued, and outstanding capital stock of the Company as of the date hereof:
[Complete with all classes and series of capital stock of the Company, including common stock and each series of preferred stock. If any shares are held in treasury, indicate the number of treasury shares separately.]
Section (b) — Fully Diluted Capitalization Table
The following table sets forth the fully diluted capitalization of the Company as of the date hereof, giving effect to the exercise or conversion of all outstanding options, warrants, and other convertible or exercisable securities:
[List each record holder of equity securities of the Company, including all holders of common stock, preferred stock, and options or warrants. The total fully diluted share count should reconcile to [Insert] shares. If additional columns are needed (e.g., for warrants, convertible notes, or additional series of preferred stock), add such columns as appropriate.]
Section (c) — Options, Warrants, and Other Rights
1. Equity Incentive Plan(s):
The Company maintains the following equity incentive plan(s):
(i) Plan Name: [Insert name of equity incentive plan]
(ii) Date Adopted: [Insert date the plan was adopted by the Board of Directors and approved by the stockholders]
(iii) Total Shares Authorized Under the Plan: [Insert number] shares of Common Stock
(iv) Total Shares Subject to Outstanding Awards: [Insert number] shares of Common Stock
(v) Shares Available for Future Grant: [Insert number] shares of Common Stock
(vi) Weighted-Average Exercise Price of Outstanding Options: $[Insert] per share
(vii) Vesting Schedules: [Describe the standard vesting terms applicable to awards granted under the plan, e.g., "Options granted under the Plan generally vest over a four (4) year period, with twenty-five percent (25%) of the shares subject to each option vesting on the first anniversary of the vesting commencement date and the remaining seventy-five percent (75%) vesting in equal monthly installments over the succeeding thirty-six (36) months, subject to the optionee's continued service through each applicable vesting date."]
(viii) Acceleration Provisions: [Describe any single-trigger or double-trigger acceleration provisions applicable to outstanding awards under the plan, including any acceleration upon a change of control.]
[If the Company maintains more than one equity incentive plan, provide the above information for each plan.]
2. Individual Option Grants:
The following table sets forth all individual option grants outstanding under the Company's equity incentive plan(s) as of the date hereof:
[List all individual option grants, including grants to employees, officers, directors, consultants, and advisors. Where an option has been partially exercised, indicate the number of shares previously purchased upon exercise and the remaining unexercised balance.]
3. Warrants:
[List all outstanding warrants to purchase capital stock of the Company, including the holder, date of issuance, number of shares, exercise price, and expiration date. If none, state "None."]
4. Convertible Securities:
[List all outstanding convertible notes, SAFEs, or other convertible securities of the Company, including the holder, principal amount, conversion price or valuation cap, and maturity date. If none, state "None."]
Section (d) — Preemptive Rights, Anti-Dilution Rights, and Other Rights
[Describe any preemptive rights, rights of first refusal, co-sale rights (including tag-along and drag-along rights), anti-dilution protections (including weighted-average or full-ratchet anti-dilution provisions), registration rights (including demand registration rights and piggyback registration rights), information rights, board observation rights, or other rights relating to the capital stock of the Company. Include references to any stockholders' agreement, investor rights agreement, right of first refusal and co-sale agreement, voting agreement, or similar agreement, and identify the parties thereto and the date of such agreement. If none, state "None."]
Section (e) — Stock Transfer Restrictions
[Describe any contractual or other restrictions on the transfer of the Company's capital stock, including (i) legends appearing on stock certificates (or noted in the Company's stock ledger for uncertificated shares), (ii) lock-up agreements, (iii) market standoff provisions, (iv) rights of first refusal in favor of the Company or other stockholders, (v) restrictions contained in the Company's Certificate of Incorporation or Bylaws, and (vi) restrictions arising under applicable securities Laws. If none, state "None."]
SCHEDULE [●] — AUTHORITY; NO CONFLICT
This Schedule sets forth information regarding the authority of the Company and the Sellers to enter into the Agreement and the potential conflicts arising from the transactions contemplated thereby, as required by Section [●] of the Agreement.
Section (a) — Required Approvals
[List any approvals of the Board of Directors, stockholders, or other governing body of the Company required to authorize the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby, including the following, as applicable:]
(i) Approval by the Board of Directors of the Company, including the specific resolutions adopted or to be adopted by the Board authorizing the Agreement and the transactions contemplated thereby.
(ii) Approval by the stockholders of the Company, including the requisite vote required (e.g., majority of outstanding shares, supermajority, or class vote) and the method of obtaining such approval (e.g., meeting of stockholders or action by written consent). Identify any stockholders whose consent is specifically required under the Company's organizational documents or any stockholder agreement.
(iii) Any other corporate or governance approvals required under applicable Law, the Company's Certificate of Incorporation or Bylaws, or any agreement to which the Company or any Seller is a party.
Section (b) — Conflicts
[Identify any conflicts with, or violations, breaches, or defaults (or events that, with notice or lapse of time or both, would constitute a breach or default) under, any of the following that would result from the execution and delivery of the Agreement or the consummation of the transactions contemplated thereby:]
(i) The Certificate of Incorporation, Bylaws, or other organizational documents of the Company or any Subsidiary.
(ii) Any contract, agreement, lease, license, instrument, note, mortgage, indenture, or other obligation to which the Company, any Subsidiary, or any Seller (in his, her, or its capacity as a stockholder of the Company) is a party or by which any of their respective properties or assets are bound.
(iii) Any order, judgment, injunction, decree, writ, stipulation, determination, or award to which the Company, any Subsidiary, or any Seller (in his, her, or its capacity as a stockholder of the Company) is subject.
(iv) Any Law applicable to the Company, any Subsidiary, or any Seller (in his, her, or its capacity as a stockholder of the Company) or any of their respective properties or assets.
[If no conflicts exist, state "None."]
SCHEDULE [●] — CONSENTS AND APPROVALS
This Schedule sets forth all consents, approvals, authorizations, filings, and notices required from or to any Governmental Authority or other third party in connection with the execution and delivery of the Agreement and the consummation of the transactions contemplated thereby, as required by Section [●] of the Agreement.
[Include all of the following categories of consents and approvals, as applicable:]
(a) Change-of-Control Consent Provisions. All change-of-control or assignment consent provisions contained in Material Contracts, including customer agreements, vendor agreements, technology and hosting agreements, and partnership agreements.
(b) Landlord Consents. All consents required from landlords under leases for the Company's leased real property, including any requirements for landlord approval of an assignment, sublease, or change of control.
(c) Government Filings. All filings, notices, or approvals required from any Governmental Authority, including, without limitation, any filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any state antitrust or competition filing, and any other regulatory filing or approval.
(d) Lender Consents. All consents or waivers required from lenders or creditors under the Company's credit agreements, loan agreements, or other financing arrangements.
(e) Other Third-Party Consents. All other consents, approvals, or waivers required from any third party, including consents required under intellectual property licenses, joint venture agreements, or other agreements to which the Company is a party.
[If no consents or approvals are required, state "None."]
SCHEDULE [●] — FINANCIAL STATEMENTS
This Schedule sets forth information regarding the financial statements of the Company, as required by Section [●] of the Agreement.
1. Financial Statements Attached:
The following financial statements of the Company are attached hereto as exhibits to this Schedule (collectively, the "Financial Statements"):
(i) Audited Financial Statements. The audited balance sheets of the Company as of [Insert fiscal year-end date], [Insert fiscal year-end date], and [Insert fiscal year-end date], and the related audited statements of income, stockholders' equity, and cash flows for the fiscal years then ended, together with the reports thereon of [Insert name of independent auditor], the Company's independent registered public accounting firm.
(ii) Unaudited Interim Financial Statements. The unaudited balance sheet of the Company as of [Insert interim date] (the "Most Recent Balance Sheet"), and the related unaudited statements of income and cash flows for the [Insert]-month period then ended (collectively, the "Interim Financial Statements").
2. Auditor's Reports — Qualifications, Modifications, or Exceptions:
[Identify any qualifications, modifications, "going concern" opinions, emphasis-of-matter paragraphs, or other exceptions contained in the reports of the Company's independent auditor with respect to the audited Financial Statements. If the auditor's reports contain no qualifications, modifications, or exceptions, state "None."]
3. Off-Balance-Sheet Arrangements and Liabilities:
[Describe any off-balance-sheet arrangements, liabilities, commitments, or obligations of the Company not reflected or reserved against in the Financial Statements, including any guarantees, contingent liabilities, variable interest entities, or structured finance transactions. If none, state "None."]
SCHEDULE [●] — ABSENCE OF CERTAIN CHANGES
This Schedule sets forth information regarding certain changes since the date of the Most Recent Balance Sheet, as required by Section [●] of the Agreement.
Since [Insert date of Most Recent Balance Sheet] (the "Balance Sheet Date"), the following events, changes, occurrences, or developments have occurred that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect, or that constitute exceptions to the representations and warranties set forth in Section [●] of the Agreement:
(a) Material Damage, Destruction, or Casualty Loss. [Describe any material damage, destruction, or casualty loss (whether or not covered by insurance) affecting the Company's properties, assets, or business since the Balance Sheet Date, or state "None."]
(b) Change in Accounting Methods or Practices. [Describe any change in the Company's accounting methods, principles, practices, or policies since the Balance Sheet Date, including any change required by, or made in connection with, changes to GAAP, or state "None."]
(c) Increase in Compensation or Benefits. [Describe any increase in the compensation, bonuses, commissions, or benefits payable or to become payable to any director, officer, employee, or consultant of the Company outside the ordinary course of business consistent with past practice since the Balance Sheet Date, or state "None."]
(d) Dividends and Distributions. [Describe any declaration, setting aside, or payment of any dividend or other distribution (whether in cash, stock, property, or otherwise) with respect to any shares of capital stock of the Company since the Balance Sheet Date, or state "None."]
(e) Incurrence of Indebtedness. [Describe any incurrence, assumption, or guarantee of any Indebtedness by the Company since the Balance Sheet Date outside the ordinary course of business, or state "None."]
(f) Disposition of Material Assets. [Describe any sale, transfer, lease, license, or other disposition of any material assets or properties of the Company since the Balance Sheet Date outside the ordinary course of business, or state "None."]
(g) Amendment to Organizational Documents. [Describe any amendment, modification, or restatement of the Certificate of Incorporation, Bylaws, or other organizational documents of the Company since the Balance Sheet Date, or state "None."]
(h) Other Material Changes. [Describe any other material change in the business, operations, assets, liabilities, financial condition, or results of operations of the Company since the Balance Sheet Date not otherwise disclosed above, or state "None."]
[If no exceptions exist with respect to any of the foregoing categories, state "None" for each applicable sub-section.]
SCHEDULE [●] — UNDISCLOSED LIABILITIES
This Schedule sets forth information regarding undisclosed liabilities of the Company, as required by Section [●] of the Agreement.
The following liabilities of the Company (whether absolute, accrued, contingent, or otherwise) are not reflected or reserved against in the Most Recent Balance Sheet included in the Financial Statements, other than liabilities incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date:
[Include any known potential liabilities of the Company, including, without limitation, pending or threatened claims, litigation reserves, tax exposures or assessments, product warranty obligations, indemnification obligations, deferred revenue adjustments, and any other contingent or unliquidated liabilities. Where the amount of any liability cannot be reasonably estimated, provide a description of the nature of the liability and the basis for the Company's inability to estimate such amount.]
[If no undisclosed liabilities exist, state "None."]
SCHEDULE [●] — INDEBTEDNESS
This Schedule sets forth all Indebtedness of the Company as of the date hereof, as required by Section [●] of the Agreement.
[Include all outstanding loans (whether term loans or revolving credit facilities), lines of credit, notes payable (including intercompany notes), capital leases and finance leases, letters of credit, guarantees of third-party obligations, hedging or swap obligations, deferred purchase price obligations, and any other debt obligations of the Company. For each item of Indebtedness, include all material terms, including any financial covenants, events of default, cross-default provisions, and change-of-control provisions.]
Attachments:
[Attach copies of all credit agreements, promissory notes, security agreements, pledge agreements, guaranty agreements, intercreditor agreements, and related documents, including all amendments, waivers, and supplements thereto.]
SCHEDULE [●] — REAL PROPERTY
This Schedule sets forth information regarding the real property owned or leased by the Company, as required by Section [●] of the Agreement.
Section (a) — Owned Real Property
[List all real property owned by the Company, or state "None."]
[For each parcel of owned real property, identify the street address, a brief description of the property (e.g., type of facility, approximate square footage, primary use), the record title holder, and any mortgages, deeds of trust, liens, encumbrances, easements, covenants, restrictions, or other title defects affecting such property.]
Section (b) — Leased Real Property
[List all real property leased, subleased, or licensed by the Company.]
[For each leased property, provide all information requested in the table above. In the "Change-of-Control / Assignment Provisions" column, describe any restrictions on assignment or subletting and any provisions requiring landlord consent upon a change of control of the tenant. In the "Renewal Options" column, describe the terms of any renewal or extension options, including the notice period and rental rate adjustments applicable to any renewal term.]
Defaults, Disputes, and Pending Modifications:
[Identify any defaults (or events that, with notice or lapse of time or both, would constitute a default) by the Company or any landlord under any lease, any disputes between the Company and any landlord, and any pending or proposed modifications, amendments, or terminations of any lease. If none, state "None."]
Attachments:
[Attach copies of all leases, sublease agreements, amendments, landlord waivers, estoppel certificates, subordination agreements, non-disturbance agreements, and all other documents related to the Company's leased real property.]
SCHEDULE [●] — PERSONAL PROPERTY
This Schedule sets forth all material items of tangible personal property (other than intellectual Property) owned or leased by the Company, as required by Section [●] of the Agreement.
[List all material items of tangible personal property owned or leased by the Company with an individual value in excess of $[Insert threshold], or state "None."]
[For tangible personal property, include all material items of equipment, machinery, vehicles, furniture, fixtures, computer hardware, servers, and other physical assets. For leased items, identify the lessor, the term of the lease, and any purchase options or residual value guarantees.]
Attachments:
[Attach copies of any material equipment leases, including all amendments and supplements thereto.]
SCHEDULE [●] — INTELLECTUAL PROPERTY
This Schedule sets forth information regarding the intellectual property of the Company, as required by Section [●] of the Agreement.
Section (a) — Owned intellectual Property — Registrations
The following table lists all intellectual property registrations and applications owned by the Company:
[Include all patents and patent applications (utility and design), registered trademarks and trademark applications (including service marks), registered copyrights and copyright applications, and registered domain names. For each item, identify the current owner of record. If any registration or application has lapsed, expired, or been abandoned, include such item and note its status.]
Section (b) — Owned intellectual Property — Unregistered
[Describe all material unregistered intellectual property of the Company, including, without limitation:]
(i) Trade Secrets. [Describe any material trade secrets and proprietary information of the Company, including proprietary algorithms, formulas, methods, processes, techniques, and compilations of data. Do not disclose the substance of any trade secret in a manner that would compromise its confidential nature; instead, provide a general description sufficient to identify the nature and scope of the trade secret.]
(ii) Proprietary Software. [Describe all proprietary software developed by or for the Company, including the name, version, function, and primary programming language(s) of each material software application or platform. Identify whether such software is used internally, provided to customers, or both.]
(iii) Know-How. [Describe any material know-how, technical information, or expertise developed by the Company that is not otherwise captured by the foregoing categories.]
(iv) Databases. [Describe any material proprietary databases maintained by the Company, including fleet management databases, customer databases, telemetry data repositories, and analytics datasets.]
Section (c) — Licensed intellectual Property (Inbound)
The following table lists all intellectual property licensed to the Company by third parties:
[Include all third-party software licenses (including enterprise licenses, SaaS subscriptions, and shrink-wrap or click-through licenses for material software used in the Company's operations), open-source software components incorporated into the Company's products or services, and all other technology licenses. For open-source software, identify the specific open-source license type (e.g., MIT License, Apache License 2.0, GNU General Public License v2.0, GNU General Public License v3.0, BSD License) and describe how each component is used in the Company's products or services (e.g., linked, modified, distributed).]
Section (d) — Licensed intellectual Property (Outbound)
[Describe any grants, licenses, sublicenses, covenants not to sue, or other rights granted by the Company to any third party with respect to any Company intellectual Property, including the identity of the licensee, a description of the licensed intellectual property, the scope and nature of the license grant (exclusive or non-exclusive, field of use, territory), the term, and any fees or royalties payable. If none, state "None."]
Section (e) — IP Assignment Agreements
The following table lists all current and former employees and independent contractors who have contributed to the development of Company intellectual Property, together with the status of their intellectual property assignment agreements:
[Identify any individuals for whom IP assignment agreements are missing, incomplete, or otherwise deficient, and describe the nature and extent of each such individual's contributions to Company intellectual Property. Where a former employee or contractor contributed to Company intellectual Property but did not execute an IP assignment agreement, describe any steps taken by the Company to obtain such assignment or otherwise mitigate the risk.]
Section (f) — IP Disputes and Infringement
[Describe any pending or, to the Knowledge of the Company, threatened claims, disputes, oppositions, interferences, proceedings, or investigations relating to the Company's intellectual Property, including, without limitation:]
(i) Any allegation that the Company's products, services, or operations infringe, misappropriate, or otherwise violate the intellectual property rights of any third party.
(ii) Any allegation by the Company that a third party has infringed, misappropriated, or otherwise violated the Company's intellectual property rights.
(iii) Any opposition, cancellation, or invalidity proceeding relating to any of the Company's registered intellectual property.
(iv) Any demand letters, cease-and-desist notices, or correspondence relating to intellectual property disputes.
[If none, state "None."]
SCHEDULE [●] — MATERIAL CONTRACTS
This Schedule sets forth all Material Contracts of the Company, organized by category, as required by Section [●] of the Agreement.
Category (a) — Customer Contracts
Standard Form Customer Agreement:
[Describe the Company's standard form customer agreement, including a summary of the key terms (e.g., term length, pricing structure, service levels, limitation of liability, indemnification, termination provisions, and governing law). Attach a copy of the current standard form agreement as an exhibit.]
Non-Standard and High-Value Customer Contracts:
[List any customer contracts that (i) deviate materially from the standard form customer agreement or (ii) individually represent annual revenue or annual recurring revenue in excess of $[Insert threshold]:]
Category (b) — Vendor / Supplier Contracts
Category (c) — Partnership / Strategic Alliance Agreements
Category (d) — Technology and Hosting Agreements
Category (e) — Loan, Credit, and Financing Agreements
See Schedule [●] (Indebtedness) for a comprehensive listing of all loan, credit, and financing agreements of the Company, including all related security documents and guaranties.
Category (f) — Lease Agreements
See Schedule [●] (Real Property) for a comprehensive listing of all real property lease agreements of the Company. See Schedule [●] (Personal Property) for a listing of material equipment leases.
Category (g) — Employment and Consulting Agreements
See Schedule [●] (Employees and Employee Benefits) for a comprehensive listing of all employment agreements, consulting agreements, and independent contractor agreements of the Company.
Category (h) — Non-Competition, Non-Solicitation, and Restrictive Covenants
[List any agreements under which the Company is bound by non-competition, non-solicitation, exclusivity, most-favored-nation, or similar restrictive covenants, including the identity of the counterparty, a description of the restrictive covenant, and the term and geographic scope of the restriction. If none, state "None."]
Category (i) — Other Material Contracts
[List any other contract, agreement, or arrangement to which the Company is a party that (i) involves aggregate payments or receipts in excess of $[Insert threshold] per year, (ii) has a remaining term in excess of one (1) year and is not terminable by the Company without penalty upon ninety (90) days' or less prior written notice, or (iii) is otherwise material to the business, operations, assets, liabilities, or financial condition of the Company. If none, state "None."]
General Instructions:
[Attach copies of all Material Contracts listed in this Schedule, including all amendments, supplements, side letters, assignments, and modifications thereto. Where a Material Contract has been previously provided in the virtual data room, include a cross-reference to the applicable data room index number.]
[Identify any Material Contract that is not in full force and effect, under which a default or breach exists (or an event that, with notice or lapse of time or both, would constitute a default or breach), or with respect to which notice of termination, non-renewal, or intent to renegotiate material terms has been given or received. If none, state "None."]
SCHEDULE [●] — CUSTOMERS AND SUPPLIERS
This Schedule sets forth information regarding the Company's top customers and suppliers, as required by Section [●] of the Agreement.
Section (a) — Top Customers
The following table lists the top [10/15/20] customers of the Company by annual recurring revenue or total revenue for the fiscal year ended [Insert]:
Customer Attrition and Notifications:
[Identify any customer listed above, or any other material customer of the Company, that has (i) provided written or oral notice of termination, non-renewal, or intent to terminate or not renew its agreement with the Company, (ii) provided notice of a material reduction in spend or usage, or (iii) with respect to which the Company has Knowledge of any such intent. If none, state "None."]
Section (b) — Top Suppliers / Vendors
The following table lists the top [5/10] suppliers or vendors of the Company by annual spend for the fiscal year ended [Insert]:
SCHEDULE [●] — EMPLOYEES AND EMPLOYEE BENEFITS
This Schedule sets forth information regarding the employees and employee benefit plans of the Company, as required by Section [●] of the Agreement.
Section (a) — Employee Census
The following table lists all employees of the Company as of the date hereof:
[List all employees of the Company, including full-time, part-time, and temporary employees. For each employee who has an individual employment agreement, indicate "Yes" in the "Employment Agreement" column and cross-reference to the attached copy of such agreement. For employees compensated on an hourly basis, list the hourly rate and estimated annual compensation.]
Section (b) — Employee Benefit Plans
The following table lists all employee benefit plans, programs, policies, and arrangements maintained, sponsored, or contributed to by the Company for the benefit of its current or former employees, directors, or consultants:
[Include all plans, programs, policies, and arrangements, whether formal or informal, written or unwritten, including health insurance, dental insurance, vision insurance, life insurance, short-term and long-term disability insurance, 401(k) or other retirement plans, flexible spending accounts, health savings accounts, paid time off policies, severance plans, retention bonus arrangements, and any other compensatory or benefit plans or arrangements.]
Attachments:
[Attach copies of all plan documents, summary plan descriptions, and the most recent annual Form 5500 filings (and all schedules thereto) for each employee benefit plan that is required to file such form. Also attach copies of the most recent nondiscrimination testing results for each plan that is subject to such testing requirements.]
Section (c) — Equity Compensation
See Schedule [●] (Capitalization), Section (c) for information regarding the Company's equity incentive plan(s) and outstanding equity awards.
Section (d) — Employment Agreements with Change-of-Control Provisions
[List all employment, consulting, retention, or severance agreements that provide for payments, benefits, or accelerated vesting of equity awards triggered by a change of control of the Company (whether single-trigger or double-trigger):]
[For each agreement, describe the specific trigger events (e.g., change of control alone, or change of control followed by termination without cause or resignation for good reason), the severance payments (e.g., months of base salary, target bonus multiples), the value of any continued benefits, and any accelerated vesting of equity awards. Also identify any agreements that may result in the payment of "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended.]
Section (e) — Independent Contractors
The following table lists all independent contractors currently engaged by the Company:
Worker Classification Risk:
[Identify any independent contractors whose classification as independent contractors (rather than employees) is subject to material risk, dispute, or pending governmental inquiry or audit. If none, state "None."]
Section (f) — Labor Matters
[Describe any of the following, or state "None" if no responsive items exist:]
(i) Any collective bargaining agreement or other labor union contract to which the Company is a party or by which it is bound.
(ii) Any current or pending union organizing activity or representation petition with respect to any employees of the Company.
(iii) Any pending or threatened labor disputes, strikes, work stoppages, slowdowns, or lockouts.
(iv) Any pending or threatened unfair labor practice charges or complaints filed with the National Labor Relations Board or any comparable state or local agency.
(v) Any pending or threatened proceedings before the Equal Employment Opportunity Commission, any state or local human rights or civil rights agency, or any other governmental body with respect to employment practices of the Company.
Section (g) — Immigration
[Identify any employees of the Company who require visa sponsorship by the Company (e.g., H-1B, L-1, O-1, TN) or whose work authorization is subject to expiration or renewal within the next twelve (12) months, including the employee's name, visa type, expiration date, and any pending applications for renewal or change of status. If none, state "None."]
SCHEDULE [●] — TAX MATTERS
This Schedule sets forth information regarding the tax matters of the Company, as required by Section [●] of the Agreement.
Section (a) — Tax Returns
The following table lists all jurisdictions (federal, state, local, and foreign) in which the Company files or is required to file Tax Returns:
[List all jurisdictions, including federal (IRS), each state and local jurisdiction in which the Company files income, franchise, gross receipts, or other Tax Returns, and any foreign jurisdictions. Include payroll tax filings, sales and use tax filings, and property tax filings.]
Section (b) — Tax Audits and Disputes
[Describe any pending or, to the Knowledge of the Company, threatened audits, examinations, assessments, deficiency notices, claims, or disputes by any Taxing Authority with respect to the Company, including the jurisdiction, type of tax, tax periods under examination, and the current status of such matter. If none, state "None."]
Section (c) — Tax Liens
[Describe any liens for Taxes upon any assets of the Company, other than statutory liens for Taxes not yet due and payable, including the jurisdiction, type of tax, amount, and the assets subject to such lien. If none, state "None."]
Section (d) — Tax Elections and Agreements
[List any material Tax elections made by or on behalf of the Company (e.g., Section 338 elections, Section 83(b) elections accepted by the Company, elections to use particular methods of accounting or depreciation), any closing agreements entered into with any Taxing Authority, any private letter rulings or technical advice memoranda received from any Taxing Authority, and any tax sharing, tax allocation, or tax indemnification agreements to which the Company is a party (other than commercial agreements entered into in the ordinary course of business the primary subject matter of which is not Taxes). If none, state "None."]
Section (e) — Sales and Use Tax
[Describe the Company's sales and use tax collection and remittance practices, including the following:]
(i) Jurisdictions in Which the Company Collects and Remits Sales or Use Tax. [List each state and local jurisdiction in which the Company currently collects and remits sales or use tax, including the registration number, filing frequency, and a description of the taxable products or services.]
(ii) Jurisdictions with Nexus but No Collection. [List each state and local jurisdiction in which the Company has economic nexus or physical presence nexus but does not currently collect or remit sales or use tax, and describe the basis for the Company's position that collection or remittance is not required, if applicable.]
(iii) Estimated Exposure for Uncollected / Unremitted Sales or Use Tax. [Provide an estimate of the Company's potential liability for uncollected or unremitted sales or use tax, broken down by jurisdiction and tax period, to the extent such information is available. If no exposure exists, state "None."]
Section (f) — Withholding
[Confirm that the Company is in compliance with all applicable withholding obligations (including withholding of federal, state, and local income taxes, FICA, FUTA, and any other employment-related taxes with respect to amounts paid to employees, and any backup withholding obligations with respect to payments to independent contractors or other payees), or describe any known deficiencies in the Company's withholding practices.]
SCHEDULE [●] — LITIGATION AND PROCEEDINGS
This Schedule sets forth information regarding litigation and proceedings involving the Company, as required by Section [●] of the Agreement.
[List all pending or, to the Knowledge of the Company, threatened Actions (as defined in the Agreement) against or affecting the Company, any of its assets, or any of the Sellers in their capacity as stockholders of the Company:]
[Include all of the following categories of actions and proceedings:]
(a) All pending or threatened civil litigation, arbitration, or mediation proceedings.
(b) All governmental investigations, inquiries, enforcement actions, or administrative proceedings.
(c) All criminal proceedings or investigations.
(d) All cease-and-desist letters, demand letters, or other pre-litigation correspondence that could reasonably be expected to result in formal proceedings.
Judgments, Decrees, Orders, and Settlements:
[Describe any judgments, decrees, orders, injunctions, consent orders, or settlement agreements to which the Company is currently subject, including any ongoing obligations, compliance requirements, or payment obligations arising thereunder. If none, state "None."]
[If no responsive items exist for any of the foregoing categories, state "None."]
SCHEDULE [●] — COMPLIANCE WITH LAWS
This Schedule sets forth information regarding the Company's compliance with applicable Laws, as required by Section [●] of the Agreement.
[Describe any known material violations of, or non-compliance with, applicable Laws by the Company, or any pending or threatened governmental proceedings, investigations, or enforcement actions alleging such violations, including, without limitation, the following subject areas:]
(a) Data Privacy and Data Security. [Describe any violations of, or non-compliance with, applicable data privacy, data protection, or data security Laws, including state biometric information privacy laws (e.g., the Illinois Biometric Information Privacy Act), state consumer privacy laws (e.g., the California Consumer Privacy Act, as amended), the federal Gramm-Leach-Bliley Act, the federal Health Insurance Portability and Accountability Act, the European Union General Data Protection Regulation (to the extent applicable), and any other applicable data privacy or security Laws or regulations.]
(b) Environmental, Health, and Safety. [Describe any violations of, or non-compliance with, applicable environmental, health, or safety Laws, including the Clean Air Act, the Clean Water Act, CERCLA, RCRA, OSHA, and any state or local environmental, health, or safety Laws or regulations.]
(c) Anti-Corruption and Anti-Bribery. [Describe any violations of, or non-compliance with, applicable anti-corruption or anti-bribery Laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (to the extent applicable).]
(d) Export Controls and Sanctions. [Describe any violations of, or non-compliance with, applicable export control or economic sanctions Laws, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the regulations administered by the U.S. Office of Foreign Assets Control (OFAC).]
(e) Other Laws. [Describe any other known material violations of, or non-compliance with, applicable Laws not otherwise covered above, including employment Laws, tax Laws, securities Laws, and industry-specific regulations.]
[If no responsive items exist, state "None."]
SCHEDULE [●] — PERMITS AND LICENSES
This Schedule sets forth all material permits, licenses, registrations, certifications, and authorizations held by the Company and required for the conduct of its business, as required by Section [●] of the Agreement.
[List all material permits, licenses, registrations, certifications, franchises, and governmental authorizations held by the Company, including business licenses, professional licenses, environmental permits, telecommunications licenses, motor carrier registrations, and any other permits or authorizations required for the lawful conduct of the Company's business.]
Transferability and Change-of-Control Restrictions:
[Identify any permits or licenses listed above that are not transferable to a successor entity, that require consent from the issuing authority upon a change of control, or that must be reissued or reapplied for in connection with the transactions contemplated by the Agreement. If none, state "None."]
SCHEDULE [●] — DATA PRIVACY AND SECURITY
This Schedule sets forth information regarding the Company's data privacy and security practices, as required by Section [●] of the Agreement.
Section (a) — Privacy Policies and Practices
[Describe the Company's data privacy and security policies, practices, and procedures, including with respect to the collection, use, storage, processing, transfer, sharing, and disposal of personal data, personally identifiable information, and other regulated data categories. Include a description of the Company's information security program, access controls, encryption practices, data retention and deletion policies, incident response procedures, and employee training programs.]
Attachments:
(i) Attach a copy of the Company's current external-facing privacy policy (as published on the Company's website or otherwise made available to customers and users).
(ii) Attach copies of the Company's internal data handling policy, information security policy, acceptable use policy, data breach notification and incident response plan, and any other written policies or procedures relating to data privacy and security.
Section (b) — Data Categories Processed
[Describe the categories of personal data and other regulated data collected, processed, stored, or transmitted by the Company in the operation of its business, including, without limitation:]
(i) GPS and geolocation data (e.g., vehicle tracking data, route data, location histories).
(ii) Driver behavior data (e.g., speed, acceleration, braking, harsh cornering, hours-of-service data).
(iii) Biometric data (e.g., fingerprint scans, facial recognition data, iris scans, voiceprints).
(iv) Financial or payment data (e.g., credit card numbers, bank account information, billing data).
(v) Employee data (e.g., Social Security numbers, dates of birth, home addresses, health information, background check results).
(vi) Customer contact information (e.g., names, email addresses, phone numbers).
(vii) Device identifiers and telemetry data (e.g., VIN numbers, device serial numbers, sensor data, diagnostic codes).
(viii) Any other categories of personal data or regulated data not described above.
Section (c) — Data Privacy Incidents
[Describe any data breaches, security incidents, unauthorized access events, losses of personal data, ransomware attacks, or other cybersecurity incidents experienced by the Company in the past [3/5] years, including the date of the incident, a description of the nature and scope of the incident, the categories and approximate number of affected individuals, the notification actions taken, any regulatory investigations or inquiries arising from the incident, and any remediation measures implemented. If none, state "None."]
Section (d) — Privacy Laws Compliance
[Identify all data privacy, data protection, and data security laws to which the Company is or may be subject, and describe the Company's compliance status with respect to each, including, without limitation:]
(i) State biometric information privacy laws (e.g., the Illinois Biometric Information Privacy Act (740 ILCS 14), the Texas Capture or Use of Biometric Identifier Act (Tex. Bus. & Com. Code Ch. 503), the Washington Biometric Identifier Law (RCW 19.375)).
(ii) State consumer privacy laws (e.g., the California Consumer Privacy Act, as amended by the California Privacy Rights Act (Cal. Civ. Code § 1798.100 et seq.), the Virginia Consumer Data Protection Act (Va. Code Ann. § 59.1-575 et seq.), the Colorado Privacy Act (C.R.S. § 6-1-1301 et seq.), the Connecticut Data Privacy Act (Conn. Gen. Stat. § 42-515 et seq.)).
(iii) Federal regulations, including the Gramm-Leach-Bliley Act, the Children's Online Privacy Protection Act, the Health Insurance Portability and Accountability Act (if applicable), the Federal Trade Commission Act (Section 5 unfair or deceptive acts or practices), and the Electronic Communications Privacy Act.
(iv) Any industry-specific regulations applicable to fleet management, telematics, or transportation services.
(v) International data protection laws, including the European Union General Data Protection Regulation (EU 2016/679) and the UK General Data Protection Regulation, to the extent applicable.
[For each applicable law, describe the Company's current compliance status, any known compliance gaps, and any remediation efforts underway or planned.]
SCHEDULE [●] — INSURANCE
This Schedule sets forth information regarding the insurance policies maintained by the Company, as required by Section [●] of the Agreement.
[List all insurance policies maintained by the Company, including general liability, professional liability / errors and omissions, directors and officers liability, cyber liability / data breach, commercial property, workers' compensation, commercial auto, umbrella / excess liability, employment practices liability, key person life insurance, and any other policies.]
Pending Claims and Denials of Coverage:
[Identify any pending claims under any insurance policy maintained by the Company, including the date of the claim, the nature of the claim, the policy under which the claim was made, and the current status of the claim. Also describe any denials of coverage by any insurer with respect to any claim made by the Company. If none, state "None."]
Attachments:
[Attach copies of all insurance policies, binders, declarations pages, or certificates of insurance for each policy listed above.]
SCHEDULE [●] — ENVIRONMENTAL MATTERS
This Schedule sets forth information regarding environmental matters relating to the Company, as required by Section [●] of the Agreement.
[Describe any of the following, or state "None" if no responsive items exist:]
(a) Any known environmental liabilities or obligations of the Company, including any contamination of soil, groundwater, surface water, or sediments at, on, under, or emanating from any real property currently or formerly owned, operated, or leased by the Company.
(b) Any known violations of, or non-compliance with, applicable Environmental Laws by the Company.
(c) Any pending or, to the Knowledge of the Company, threatened environmental claims, investigations, enforcement actions, citizen suits, or remediation obligations relating to the Company or any property currently or formerly owned, operated, or leased by the Company.
(d) Any environmental audits, assessments, investigations, or reports (including Phase I and Phase II environmental site assessments) that have been prepared with respect to any property currently or formerly owned, operated, or leased by the Company. [If any such reports exist, attach copies as exhibits.]
(e) Any underground storage tanks or aboveground storage tanks located on any property currently or formerly owned, operated, or leased by the Company.
(f) Any use, generation, storage, treatment, transportation, release, or disposal of Hazardous Materials by the Company in the course of its business.
Environmental Permits:
[Describe any environmental permits held by the Company, including the permit name, issuing authority, permit number, date issued, and expiration date. If none, state "None."]
SCHEDULE [●] — RELATED PARTY TRANSACTIONS
This Schedule sets forth information regarding related party transactions of the Company, as required by Section [●] of the Agreement.
[List all contracts, transactions, arrangements, or understandings between the Company, on the one hand, and any Seller, director, officer, employee, or Affiliate of any of the foregoing, on the other hand, including any of the following:]
(a) Any contract for the provision of goods or services between the Company and any related party.
(b) Any loan, advance, or other extension of credit between the Company and any related party.
(c) Any lease or sublease between the Company and any related party.
(d) Any payment or reimbursement arrangement outside the ordinary course of employment.
(e) Any guarantee of obligations by or on behalf of the Company for the benefit of any related party, or vice versa.
(f) Any other transaction, arrangement, or understanding that is not on arm's-length terms.
[If no related party transactions exist, state "None