DRAFT — STOCKHOLDER SUPPORT AGREEMENT — OUTLINE AND TERM SHEET
PROJECT TRIDENT
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Prepared by: Calderwood & Harkness LLP 277 Park Avenue, 45th Floor New York, NY 10172
Matter No.: 1041-00004
Date: To be dated as of the date of execution of the Stock Purchase Agreement
For internal discussion purposes only; subject to revision upon finalization of the Stock Purchase Agreement. This outline and term sheet does not constitute a binding agreement and is intended solely to facilitate discussion among the deal team and counterparty counsel. Circulation restricted to authorized recipients.
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INTRODUCTORY NOTES AND PURPOSE
This outline sets forth the principal terms and structure of the Stockholder Support Agreement (the "Support Agreement") to be entered into by the principal stockholders of Meridian FleetWorks, Inc. ("MFW" or the "Company"), a Delaware corporation, in favor of Solara Fleet Holdings LLC (the "Buyer"), a Delaware limited liability company to be formed as a wholly-owned subsidiary of Solara Fund III, LP (the "Fund"). The Support Agreement is a critical transaction document designed to provide deal certainty by locking up voting commitments and imposing transfer restrictions on holders representing a supermajority of MFW's fully diluted equity during the period between signing and closing of the definitive Stock Purchase Agreement (the "SPA").
The Support Agreement is intended to be executed concurrently with the SPA and delivery of an executed Support Agreement by each of the Supporting Stockholders identified herein is a condition precedent to the Buyer's obligation to consummate the closing under the SPA. Without the commitments embodied in the Support Agreement, the Buyer would not enter into the SPA.
Purpose. The overarching purpose of the Support Agreement is threefold:
1. Voting Certainty. To secure binding, irrevocable voting commitments from the holders of a supermajority of MFW's fully diluted equity, ensuring that the requisite stockholder approval for the Acquisition and the SPA is obtained promptly and without uncertainty.
2. Transfer Restrictions. To impose restrictions on the transfer, pledge, encumbrance, or other disposition of shares held by the Supporting Stockholders during the interim period, thereby preventing dilution of the voting commitments, changes in share ownership that could complicate the closing mechanics, or transfers to persons who might oppose or seek to frustrate the transaction.
3. Protection Against Competing Proposals. To require the Supporting Stockholders to refrain from soliciting, encouraging, or facilitating any Competing Proposal and to vote affirmatively against any such proposal, ensuring that the transaction is not derailed by an interloper or by opportunistic conduct during the pendency of the Acquisition.
Coverage. The Support Agreement signatories collectively represent approximately 84.0% of MFW's fully diluted equity, comprising 8,400,000 shares out of a total of 10,000,000 fully diluted shares. This percentage exceeds any applicable supermajority voting threshold under MFW's Amended and Restated Certificate of Incorporation, bylaws, or the Delaware General Corporation Law ("DGCL"), including the majority-of-outstanding-shares standard under DGCL Section 251(c) and any supermajority provision (if any) in MFW's governing documents. The Supporting Stockholders also hold 100% of the issued and outstanding shares of Series A Preferred Stock, which eliminates any risk of a class vote blocking the transaction at the preferred stock level.
Governing Law. The Support Agreement will be governed by the laws of the State of Delaware, consistent with the SPA and the Company's state of incorporation.
Distribution. This outline is to be transmitted to Hawthorne Kinsey & Alcott LLP, counsel to MFW (lead partner: Rachel Greenwald), alongside the first draft of the SPA for purposes of initiating negotiations. Calderwood & Harkness will prepare the initial long-form draft of the Support Agreement upon receipt of comments on this outline and upon resolution of certain open diligence items identified in the concluding section of this memorandum.
SECTION 1: PARTIES
1.1 Buyer
Solara Fleet Holdings LLC, a Delaware limited liability company (to be formed prior to execution of the SPA), wholly owned by Solara Fund III, LP, a Delaware limited partnership (EIN: 84-6239017), whose general partner is Solara Digital Infrastructure GP LLC, a Delaware limited liability company.
Principal Office: 1200 Market Street, Suite 2400 Wilmington, Delaware 19801
Transaction Contacts: Viktor Sorensen, Managing Partner, Solara Digital Infrastructure LP Claire Nakamura, Partner, Head of Software Investing, Solara Digital Infrastructure LP
The Buyer is a special purpose acquisition vehicle being formed solely for the purpose of consummating the Acquisition. Solara Fund III, LP will capitalize the Buyer with sufficient equity and arrange debt financing (if any) to fund the aggregate purchase price of $350,000,000, less the value of Garrett Holliday's rollover contribution. The formation documents and operating agreement for Solara Fleet Holdings LLC are being prepared concurrently by Calderwood & Harkness.
1.2 Supporting Stockholders
The following holders of equity in Meridian FleetWorks, Inc. shall each be a "Supporting Stockholder" and are collectively referred to herein as the "Supporting Stockholders":
1.2(a) Pinnacle Bluff Ventures LLC
Pinnacle Bluff Ventures LLC, a Virginia limited liability company.
Address: 4401 Fair Lakes Court, Suite 300 Fairfax, Virginia 22033
Managing Member: Douglas Irwin
Employer Identification Number: 54-2086471
Shares Held:
• 2,500,000 shares of Common Stock, par value $0.001 per share
• 900,000 shares of Series A Preferred Stock, par value $0.001 per share
• Total: 3,400,000 shares (approximately 34.0% of fully diluted shares)
Pinnacle Bluff Ventures LLC is an early-stage venture capital firm that participated in MFW's Series A financing round in 2017 and has been a significant stockholder since that time. Douglas Irwin, as Managing Member, has full authority under Pinnacle Bluff's operating agreement to execute agreements on behalf of the entity and to bind the entity to the obligations contemplated herein. Confirmation of Irwin's authority will be obtained through delivery of a secretary's or manager's certificate at or prior to execution of the Support Agreement.
1.2(b) Garrett Holliday
Garrett Holliday, an individual residing in McLean, Virginia. Holliday is the Co-Founder, Chief Executive Officer, and a member of the Board of Directors of MFW.
Shares Held:
• 2,800,000 shares of Common Stock, par value $0.001 per share
• 400,000 shares of Series A Preferred Stock, par value $0.001 per share
• Total: 3,200,000 shares (approximately 32.0% of fully diluted shares)
Rollover Note: Holliday is simultaneously entering into a Rollover Agreement with the Buyer, pursuant to which Holliday will contribute a portion of his equity consideration — approximately $25,000,000 in value, representing approximately 714,286 shares at $35.00 per share — into Solara Fleet Holdings LLC in exchange for a membership interest in the Buyer. The interaction between the Rollover Agreement and the Support Agreement is addressed in detail in Section 10 below. The Rollover Agreement is being drafted concurrently by Calderwood & Harkness and will be transmitted alongside the SPA and Support Agreement.
1.2(c) Diana Vasquez-Park
Diana Vasquez-Park, an individual residing in Austin, Texas. Vasquez-Park is the Co-Founder, Chief Technology Officer, and a member of the Board of Directors of MFW.
Shares Held:
• 1,600,000 shares of Common Stock, par value $0.001 per share
• 200,000 shares of Series A Preferred Stock, par value $0.001 per share
• Total: 1,800,000 shares (approximately 18.0% of fully diluted shares)
Vasquez-Park is not participating in a rollover and will receive 100% of her merger consideration in cash at $35.00 per share, subject to any applicable adjustments set forth in the SPA (including the net working capital adjustment mechanism and escrow holdback, if applicable).
1.3 Aggregate Commitment Summary
The following table summarizes the equity holdings of each Supporting Stockholder and the aggregate commitment represented by the Support Agreement:
Fully Diluted Share Count Note: The fully diluted share count of MFW is 10,000,000 shares, comprising (i) 7,850,000 shares of Common Stock issued and outstanding, (ii) 1,500,000 shares of Series A Preferred Stock issued and outstanding, and (iii) 650,000 shares of Common Stock subject to outstanding options under the MFW 2016 Stock Incentive Plan at a weighted-average exercise price of $8.50 per share. Of the 650,000 option shares, 480,000 are vested and 170,000 remain unvested. Unvested options are not included as Covered Shares under this Support Agreement and are addressed separately in the SPA (including accelerated vesting and cash-out mechanics).
Series A Note: The Supporting Stockholders hold 100% of the issued and outstanding shares of Series A Preferred Stock (1,500,000 shares), which ensures that any required class vote of the Series A Preferred Stock holders will be controlled entirely by the Supporting Stockholders. The terms of the Series A Preferred Stock, including any protective provisions or consent rights, are set forth in MFW's Amended and Restated Certificate of Incorporation and will be confirmed during the corporate diligence review.
1.4 The Company (Acknowledgment Party)
Meridian FleetWorks, Inc., a Delaware corporation.
Delaware File Number: 5582037 Employer Identification Number: 47-3891205
Headquarters: 8750 Westpark Drive, Suite 600 McLean, Virginia 22102
Chief Executive Officer: Garrett Holliday Chief Financial Officer: Marcus Trahan
MFW will acknowledge the Support Agreement as a party solely for the purpose of facilitating the transfer restrictions set forth in Section 4 (including the placement of stop-transfer instructions and legends on stock certificates or book-entry positions), the drag-along cooperation obligations set forth in Section 7, and the information-sharing provisions contemplated herein. The Company is not a "Supporting Stockholder" and does not undertake the voting, no-solicitation, or other affirmative covenants imposed on the Supporting Stockholders, except as expressly provided in the Support Agreement. The Company's obligations under the Support Agreement are in addition to, and not in limitation of, its obligations under the SPA.
SECTION 2: DEFINITIONS
The Support Agreement will include a definitions section that establishes the meaning of key capitalized terms used throughout the agreement. To the extent practicable, defined terms will be consistent with and cross-referenced to the definitions used in the SPA. Capitalized terms used but not separately defined in the Support Agreement shall have the meanings ascribed to them in the SPA.
The following are the principal standalone definitions to be included in the Support Agreement:
"Acquisition" means the acquisition by the Buyer of 100% of the issued and outstanding shares of Common Stock and Series A Preferred Stock of MFW, for an aggregate purchase price of $350,000,000 (subject to customary adjustments for net working capital, indebtedness, transaction expenses, and cash on hand), as more particularly described in the SPA.
"Competing Proposal" shall have the meaning ascribed to such term in the SPA, and is expected to mean any inquiry, proposal, or offer from any person or group (other than the Buyer and its affiliates) relating to (i) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, or similar transaction involving MFW, (ii) any acquisition or purchase of 20% or more of the consolidated assets of MFW and its subsidiaries, taken as a whole, (iii) any acquisition or purchase of 20% or more of any class of equity securities of MFW, or (iv) any other transaction the consummation of which would reasonably be expected to prevent or materially impede, interfere with, or delay the consummation of the Acquisition.
"Covered Shares" means, with respect to each Supporting Stockholder, (i) all shares of Common Stock and Series A Preferred Stock owned of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by such Supporting Stockholder as of the date of the Support Agreement, as set forth on Exhibit B, and (ii) any additional shares of Common Stock or Series A Preferred Stock acquired by such Supporting Stockholder after the date of the Support Agreement, whether by purchase, exercise of options, conversion, stock split, stock dividend, distribution, or otherwise (see Section 5).
"Expiration Date" means the date on which the SPA is validly terminated in accordance with its terms, including without limitation upon the occurrence of the Outside Date.
"Outside Date" means June 30, 2026, as such date may be extended pursuant to the terms of the SPA.
"Permitted Transfer" means a Transfer that is expressly permitted under Section 4.2 of the Support Agreement.
"Requisite Stockholder Approval" means the affirmative vote or written consent of the holders of at least the requisite percentage of outstanding shares of Common Stock and Series A Preferred Stock of MFW required under MFW's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, any applicable stockholders' agreement, and the DGCL to approve the Acquisition and the transactions contemplated by the SPA, including any required separate class vote of the holders of Series A Preferred Stock.
"Rollover Agreement" means the Rollover and Contribution Agreement, to be dated as of the date of the SPA, by and between Garrett Holliday and Solara Fleet Holdings LLC, pursuant to which Holliday will contribute the Rollover Shares to the Buyer in exchange for a membership interest in the Buyer.
"Rollover Shares" means the shares of Common Stock and/or Series A Preferred Stock to be contributed by Garrett Holliday to the Buyer pursuant to the Rollover Agreement, having an aggregate value of approximately $25,000,000 (representing approximately 714,286 shares at $35.00 per share), as more particularly identified in the Rollover Agreement and on Exhibit B hereto.
"SPA" means the Stock Purchase Agreement, to be dated as of a date on or about March 31, 2026, by and among the Buyer, the Company, and the stockholders of the Company party thereto, as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.
"Transfer" means any direct or indirect sale, assignment, transfer, conveyance, pledge, hypothecation, encumbrance, gift, bequest, or other disposition of shares or any interest therein, whether voluntary or involuntary, by operation of law or otherwise, including any transfer to a bankruptcy estate, receiver, or trustee, and including any agreement, arrangement, or understanding (whether or not in writing) to effect any of the foregoing. For the avoidance of doubt, the contribution of Rollover Shares by Holliday to the Buyer pursuant to the Rollover Agreement shall not constitute a "Transfer" for purposes of Section 4.
Additional defined terms may be added as the long-form draft is prepared, and cross-references to SPA definitions will be confirmed upon finalization of the SPA definitions section.
SECTION 3: VOTING AGREEMENT
3.1 Agreement to Vote in Favor
Each Supporting Stockholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date of the Support Agreement and continuing until the earlier of (a) the closing of the Acquisition and (b) the valid termination of the Support Agreement in accordance with Section 11, such Supporting Stockholder shall, at every meeting of the stockholders of MFW at which any of the following matters is submitted for a vote (and at every adjournment, postponement, or continuation thereof), and in connection with any action by written consent of the stockholders of MFW, vote (or cause to be voted) all of its Covered Shares:
(a) In favor of the adoption and approval of the SPA and the Acquisition contemplated thereby, including the purchase of 100% of the issued and outstanding shares of Common Stock and Series A Preferred Stock of MFW by the Buyer at $35.00 per share (subject to customary adjustments);
(b) In favor of each of the other transactions contemplated by the SPA, including without limitation the treatment of the MFW 2016 Stock Incentive Plan and the cancellation and cash-out of all outstanding options thereunder at a per-share amount equal to $35.00 less the applicable exercise price per share (resulting in an aggregate payment to option holders of approximately $17,225,000 based on 650,000 option shares at a weighted-average exercise price of $8.50 per share); and
(c) In favor of any adjournment or postponement of any meeting of stockholders at which any of the foregoing matters are to be considered, if such adjournment or postponement is requested by the Buyer in order to solicit additional proxies or consents or for any other purpose reasonably related to the consummation of the Acquisition.
The voting commitments set forth in this Section 3.1 are absolute and unconditional and shall not be affected by any change in the recommendation of the Board of Directors of MFW with respect to the Acquisition or the SPA, except as may be otherwise provided in the termination provisions of Section 11.
3.2 Agreement to Vote Against Competing Proposals
Each Supporting Stockholder hereby irrevocably and unconditionally agrees that, during the term of the Support Agreement, such Supporting Stockholder shall vote (or cause to be voted) all of its Covered Shares against each of the following:
(a) Any Competing Proposal, regardless of the terms or consideration offered therein;
(b) Any action, proposal, transaction, or agreement that would reasonably be expected to (i) result in a breach of any covenant, representation, or warranty of the Company contained in the SPA, (ii) result in any condition to the Buyer's obligations to consummate the closing under the SPA failing to be satisfied, or (iii) impede, interfere with, delay, discourage, or adversely affect the consummation of the Acquisition or the timely performance of the Company's or the Supporting Stockholders' obligations under the SPA or the Support Agreement; and
(c) Any amendment to MFW's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, or any other corporate action, that would reasonably be expected to frustrate, prevent, or delay the consummation of the Acquisition.
For the avoidance of doubt, the obligations under this Section 3.2 apply irrespective of whether the Board of Directors of MFW has determined that such Competing Proposal constitutes or could reasonably be expected to constitute a Superior Proposal (as such term may be defined in the SPA).
3.3 Manner of Voting
Each Supporting Stockholder agrees that the voting of Covered Shares as required by Sections 3.1 and 3.2 may be accomplished by any means permitted under the DGCL and MFW's governing documents, including by proxy, by written consent in lieu of a meeting, or by appearing and voting in person at any duly called meeting of stockholders.
Each Supporting Stockholder further agrees to be present (in person or by valid proxy) at each meeting of stockholders of MFW called to consider any matter relating to the Acquisition in order to ensure that a quorum is established at such meeting. The Supporting Stockholders acknowledge that their aggregate holdings of 84.0% of MFW's fully diluted equity are sufficient to establish a quorum at any meeting of stockholders, regardless of the attendance or non-attendance of any other stockholder.
If action by written consent of stockholders in lieu of a meeting is permitted under MFW's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (which is to be confirmed during corporate diligence; see Open Drafting Issues below), each Supporting Stockholder agrees to deliver an executed written consent approving the matters described in Section 3.1 within three (3) business days following receipt of a written request from the Buyer. The use of written consent in lieu of a meeting is the Buyer's preferred mechanism for obtaining stockholder approval, as it would eliminate the need for a formal meeting, proxy solicitation, and associated notice periods and could accelerate the timeline to closing.
3.4 Irrevocable Proxy
To secure the performance of the voting obligations set forth in Sections 3.1 and 3.2, each Supporting Stockholder hereby irrevocably grants to the Buyer (or its designee, as designated in writing by the Buyer) a proxy to vote all of such Supporting Stockholder's Covered Shares in accordance with Sections 3.1 and 3.2, which proxy shall become effective automatically, without further action by the Supporting Stockholder, if and only if the Supporting Stockholder fails to vote its Covered Shares as required by Sections 3.1 and 3.2 at any meeting of stockholders or in connection with any action by written consent.
The proxy granted pursuant to this Section 3.4 is coupled with an interest, is irrevocable, and shall not be terminated by operation of law, by the death, incapacity, or dissolution of the Supporting Stockholder, or by any other event or circumstance. Each Supporting Stockholder acknowledges that the proxy is granted in consideration of the Buyer's agreement to enter into the SPA, and that such proxy is coupled with an interest within the meaning of Section 212(e) of the DGCL. The proxy shall survive until the Expiration Date or the earlier termination of the Support Agreement in accordance with Section 11.
Drafting Note: The long-form agreement will include the specific language required under Section 212 of the DGCL to ensure that the irrevocable proxy is valid and enforceable, including the identification of the interest to which the proxy is coupled (i.e., the Buyer's contractual rights under the SPA and the Support Agreement) and compliance with all applicable formalities.
SECTION 4: TRANSFER RESTRICTIONS
4.1 Prohibition on Transfers
From and after the date of the Support Agreement until the earlier of (a) the closing of the Acquisition and (b) the valid termination of the Support Agreement in accordance with Section 11 (such period, the "Restricted Period"), no Supporting Stockholder shall, directly or indirectly, Transfer any Covered Shares or any interest therein, except as expressly permitted in Section 4.2. The prohibition on Transfers encompasses all forms of disposition, whether voluntary or involuntary, and includes without limitation any sale, assignment, conveyance, gift, pledge, hypothecation, encumbrance, or other transfer, whether by operation of law or otherwise.
In addition, no Supporting Stockholder shall, during the Restricted Period, enter into any contract, option, put, call, or other arrangement or understanding (whether or not legally binding) with respect to or relating to any Transfer of any Covered Shares or any interest therein, or deposit any Covered Shares into a voting trust or grant any proxy or power of attorney with respect to any Covered Shares, other than as contemplated by Section 3.4 (Irrevocable Proxy) or as otherwise expressly permitted herein.
4.2 Permitted Transfers
Notwithstanding the provisions of Section 4.1, the transfer restrictions shall not prohibit the following Transfers, each of which shall constitute a "Permitted Transfer":
(a) Transfers Contemplated by the SPA. Transfers of Covered Shares to the Buyer (or its designee) at the closing of the Acquisition, in accordance with the terms and conditions of the SPA, at a price of $35.00 per share (subject to customary adjustments for net working capital, indebtedness, transaction expenses, and cash on hand);
(b) Rollover Contribution. Transfers by Garrett Holliday of the Rollover Shares to the Buyer pursuant to the Rollover Agreement (approximately $25,000,000 in aggregate value, representing approximately 714,286 shares at $35.00 per share), which contribution shall occur at or immediately prior to the closing of the Acquisition in accordance with the terms of the Rollover Agreement;
(c) Affiliate Transfers — Pinnacle Bluff. Transfers by Pinnacle Bluff Ventures LLC to any entity that is controlled by, controls, or is under common control with Pinnacle Bluff Ventures LLC (including transfers among affiliated funds, successor funds, or parallel investment vehicles managed by the same investment manager), provided that, as a condition precedent to the effectiveness of any such transfer, the transferee executes and delivers to the Buyer a Joinder Agreement in substantially the form attached hereto as Exhibit A, agreeing to be bound by all of the terms and conditions of the Support Agreement with respect to the transferred shares; and
(d) Estate Planning Transfers — Individual Supporting Stockholders. Transfers by Garrett Holliday or Diana Vasquez-Park for bona fide estate planning purposes to trusts, family limited partnerships, or other estate planning vehicles for the benefit of the transferring Supporting Stockholder or such Supporting Stockholder's immediate family members, provided that (i) the transferring Supporting Stockholder retains sole voting control over the transferred shares, (ii) the transferee executes and delivers to the Buyer a Joinder Agreement in substantially the form attached hereto as Exhibit A, and (iii) such transfer does not result in any adverse tax consequences to the Buyer or the transaction.
Any permitted transferee under clauses (c) or (d) above must agree in writing, as an express condition to the effectiveness of the transfer, to be bound by all of the terms and conditions of the Support Agreement (including the voting, transfer restriction, and no-solicitation obligations) as if such transferee were an original party to the Support Agreement. No Permitted Transfer shall relieve the transferring Supporting Stockholder of its obligations under the Support Agreement unless the transferee has duly executed and delivered the required Joinder Agreement and the Buyer has received a copy thereof.
4.3 Encumbrances
No Supporting Stockholder shall, during the Restricted Period, pledge, hypothecate, grant a security interest in, create a lien upon, or otherwise encumber any Covered Shares or any interest therein. This prohibition applies to both consensual and non-consensual encumbrances, to the extent within the control of the Supporting Stockholder.
Each Supporting Stockholder represents that, as of the date of the Support Agreement, no Covered Shares are subject to any existing pledge, lien, security interest, charge, encumbrance, or other restriction on transfer (other than (i) the restrictions set forth in this Support Agreement, (ii) any restrictions arising under MFW's existing stockholders' agreement or governing documents, and (iii) applicable restrictions under federal and state securities laws). To the extent that any existing encumbrances are identified during the due diligence review, they shall be disclosed in the SPA Disclosure Schedules and addressed as a condition to the closing or, if appropriate, in a separate release or payoff arrangement.
4.4 Stop Transfer Instructions
The Company hereby agrees to cooperate with the Buyer and the Supporting Stockholders in enforcing the transfer restrictions set forth in this Section 4. Specifically, the Company shall:
(a) Not register any Transfer of Covered Shares on the Company's stock ledger, books, or records that is not a Permitted Transfer under Section 4.2, unless and until the Buyer provides its prior written consent to such Transfer;
(b) Place stop-transfer instructions with the Company's transfer agent (or, if the Company acts as its own transfer agent, in its internal records) with respect to all Covered Shares, instructing the transfer agent to refuse to process any Transfer that is not in compliance with this Section 4;
(c) Place legends (or, in the case of book-entry shares, notations) on the stock certificates or book-entry positions representing the Covered Shares, reflecting the transfer restrictions imposed by the Support Agreement, in substantially the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDER SUPPORT AGREEMENT DATED AS OF [●], 2026, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER OF THESE SHARES SHALL BE EFFECTIVE UNLESS IN COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT."
Each Supporting Stockholder hereby consents to the placement of such stop-transfer instructions and legends and agrees not to take any action to remove, modify, or circumvent such instructions or legends during the Restricted Period. The Company is an intended third-party beneficiary of this Section 4.4 for purposes of enforcing the stop-transfer instructions.
SECTION 5: AFTER-ACQUIRED SHARES
The obligations of each Supporting Stockholder under the Support Agreement — including the voting obligations set forth in Section 3, the transfer restrictions set forth in Section 4, and the no-solicitation obligations set forth in Section 6 — shall apply to all Covered Shares, which include not only the shares held by such Supporting Stockholder as of the date of the Support Agreement (as set forth on Exhibit B), but also any and all shares of Common Stock or Series A Preferred Stock of MFW acquired by such Supporting Stockholder after the date of the Support Agreement, whether by purchase, option exercise, conversion, exchange, stock split, stock dividend, distribution, recapitalization, reclassification, or otherwise (collectively, "After-Acquired Shares").
If any Supporting Stockholder acquires any After-Acquired Shares during the term of the Support Agreement, such After-Acquired Shares shall automatically and without further action on the part of any party become Covered Shares and shall be subject to all of the terms and conditions of the Support Agreement as if they had been owned by the Supporting Stockholder on the date hereof. Each Supporting Stockholder agrees to promptly notify the Buyer in writing of any acquisition of After-Acquired Shares, including the number and class of shares acquired and the circumstances of acquisition.
Note regarding option holders. This provision is relevant to the extent any option exercises occur during the pendency of the Acquisition. However, the Supporting Stockholders are not believed to hold any unexercised options under the MFW 2016 Stock Incentive Plan. Option holders who are not Supporting Stockholders (including employees holding the 650,000 shares subject to outstanding options) are not parties to the Support Agreement, and their options will be addressed separately under the SPA (expected to be canceled and cashed out at closing at $35.00 per share less the applicable exercise price). If any Supporting Stockholder acquires shares through option exercise during the interim period, such shares will be captured by this Section 5.
SECTION 6: NO SOLICITATION / NON-CIRCUMVENTION
6.1 No Solicitation
Each Supporting Stockholder hereby agrees that, from and after the date of the Support Agreement until the earlier of (a) the closing of the Acquisition and (b) the valid termination of the Support Agreement in accordance with Section 11, such Supporting Stockholder shall not, and shall cause its respective representatives, officers, directors, employees, agents, advisors (including legal counsel, financial advisors, and accountants), and affiliates not to, directly or indirectly:
(a) Solicit, initiate, knowingly encourage, or knowingly facilitate (including by way of furnishing non-public information) any inquiries, proposals, or offers relating to, or that could reasonably be expected to lead to, a Competing Proposal;
(b) Enter into, continue, or participate in any agreement, arrangement, understanding, letter of intent, term sheet, memorandum of understanding, or similar document or commitment (whether or not binding) with respect to a Competing Proposal;
(c) Furnish, provide, or make available any non-public information, confidential information, or proprietary information of the Company or any of its subsidiaries to any person or entity in connection with, or in response to, a Competing Proposal or any inquiry or indication of interest that could reasonably be expected to lead to a Competing Proposal; or
(d) Participate in, continue, or engage in any discussions, negotiations, or communications with any person or entity regarding a Competing Proposal, or take any other action that would reasonably be expected to lead to, facilitate, or encourage a Competing Proposal.
Coordination with SPA. The scope of the no-solicitation obligations set forth in this Section 6.1 is intended to be coordinated with, and not to conflict with, any parallel "no-shop" or "go-shop" provisions included in the SPA. To the extent the SPA includes a go-shop window, a fiduciary exception, or any other carve-out from the Company's no-solicitation obligations, the long-form Support Agreement will address the interaction between the Company-level and stockholder-level no-solicitation covenants. It is the Buyer's expectation that the Support Agreement will not include a go-shop or fiduciary-out provision at the stockholder level; the Supporting Stockholders' no-solicitation obligations are intended to be absolute and unconditional during the term of the Support Agreement.
6.2 Notification Obligations
Each Supporting Stockholder agrees to promptly (and in any event within forty-eight (48) hours of receipt) notify the Buyer in writing of:
(a) Any Competing Proposal, or any inquiry, proposal, indication of interest, or request for information that could reasonably be expected to lead to a Competing Proposal, received by such Supporting Stockholder or, to the knowledge of such Supporting Stockholder, by the Company;
(b) The identity of the person or entity making such Competing Proposal, inquiry, or indication of interest;
(c) The material terms and conditions of such Competing Proposal, inquiry, or indication of interest, including the proposed consideration, structure, and timing; and
(d) Copies of any written communications, term sheets, proposals, or other materials received in connection with any such Competing Proposal, inquiry, or indication of interest.
Each Supporting Stockholder further agrees to keep the Buyer reasonably informed, on a prompt and ongoing basis, of the status and material developments relating to any such Competing Proposal, inquiry, or indication of interest, including any changes in the material terms or conditions thereof.
6.3 Cessation of Existing Discussions
Each Supporting Stockholder represents and warrants that, as of the date of the Support Agreement, such Supporting Stockholder has ceased, and has caused to be terminated, any and all existing discussions, negotiations, or communications with any third party (other than the Buyer and its affiliates) with respect to any Competing Proposal or any potential transaction that could constitute a Competing Proposal.
Each Supporting Stockholder agrees that, promptly following the execution of the Support Agreement (and in any event within five (5) business days), it shall cause any confidential, non-public, or proprietary information of the Company previously provided to any third party in connection with a potential Competing Proposal (or any inquiry or indication of interest that could have led to a Competing Proposal) to be returned or destroyed in accordance with any applicable confidentiality or non-disclosure agreements, and shall confirm such return or destruction in writing to the Buyer.
SECTION 7: DRAG-ALONG PROVISIONS
7.1 Drag-Along Right
The Buyer requires that 100% of the issued and outstanding equity of MFW be acquired at the closing. While the Supporting Stockholders collectively hold approximately 84.0% of MFW's fully diluted equity, the remaining approximately 1,600,000 shares (representing approximately 16.0% of fully diluted equity) are held by other stockholders who are not parties to the Support Agreement. These non-party stockholders include Marcus Trahan (CFO, holding approximately 150,000 shares of Common Stock and 80,000 vested options), employees holding options under the MFW 2016 Stock Incentive Plan, and potentially other individual or institutional holders.
If the Supporting Stockholders collectively approve the Acquisition and the Requisite Stockholder Approval is obtained, each Supporting Stockholder agrees to exercise any and all drag-along rights available to such Supporting Stockholder under MFW's existing stockholders' agreement, Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, or other governing documents, in order to require all other stockholders of MFW (including holders of the remaining approximately 1,600,000 shares) to participate in and consummate the Acquisition on the same terms and conditions as set forth in the SPA, at a price of $35.00 per share.
The Supporting Stockholders, holding 84.0% of MFW's fully diluted equity, are expected to exceed the threshold required to trigger the drag-along mechanism under MFW's governing documents. The specific threshold and procedural requirements for exercising drag-along rights are to be confirmed during the corporate diligence review (see Open Drafting Issues below).
7.2 Actions to Effectuate Drag-Along
Each Supporting Stockholder agrees to take all actions and execute and deliver all documents, instruments, and notices reasonably necessary or desirable to effectuate the drag-along, including without limitation:
(a) Delivering drag-along notices to each non-party stockholder and to the Company within the time periods and in the manner specified in MFW's governing documents;
(b) Taking all actions necessary to ensure that the drag-along procedures are properly followed and that all conditions to the exercise of drag-along rights are satisfied;
(c) Cooperating with the Company and the Buyer in resolving any disputes, objections, or challenges raised by non-party stockholders in connection with the exercise of drag-along rights; and
(d) Commencing or supporting any legal proceedings, if necessary and if requested by the Buyer, to enforce the drag-along provisions against non-party stockholders who refuse to comply.
Diligence Note: Calderwood & Harkness is currently reviewing MFW's existing stockholders' agreement and governing documents to confirm the specific drag-along threshold, notice requirements, timing, and mechanics. Associate Naomi Petersen is leading this diligence workstream. This Section 7 may require revision depending on the precise terms of MFW's governing documents. In the event that the drag-along provisions are insufficient or inapplicable to compel the participation of all non-party stockholders, alternative mechanisms (such as a short-form merger, squeeze-out, or back-end tender) will be considered and discussed with the deal team.
7.3 Cooperation by the Company
The Company hereby agrees to cooperate fully with the Supporting Stockholders and the Buyer in effectuating the drag-along, including by:
(a) Providing to the Supporting Stockholders and the Buyer complete and accurate stockholder contact information, including the names, addresses, and email addresses of all non-party stockholders;
(b) Facilitating the delivery of drag-along notices, stockholder communications, and other documents to non-party stockholders through the Company's records and transfer agent;
(c) Taking any corporate action required under MFW's governing documents to give effect to the drag-along, including recording transfers on the Company's stock ledger and issuing replacement certificates or book-entry confirmations as necessary; and
(d) Providing such other cooperation and assistance as the Buyer or the Supporting Stockholders may reasonably request in connection with the exercise of drag-along rights.
SECTION 8: REPRESENTATIONS AND WARRANTIES OF SUPPORTING STOCKHOLDERS
Each Supporting Stockholder, severally and not jointly, represents and warrants to the Buyer as follows, as of the date of the Support Agreement and as of the closing of the Acquisition (unless a specific representation speaks only as of a specified date):
8.1 Ownership
Each Supporting Stockholder represents and warrants that it is the sole record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the number and class of Covered Shares set forth opposite its name in the Aggregate Commitment Summary Table in Section 1.3 and on Exhibit B hereto. Such Covered Shares are owned free and clear of all liens, pledges, charges, security interests, encumbrances, options, calls, rights of first refusal, preemptive rights, community property interests, proxies, and voting agreements or arrangements of any kind (other than (i) the restrictions set forth in the Support Agreement, (ii) any restrictions arising under MFW's existing stockholders' agreement and governing documents, and (iii) applicable restrictions under federal and state securities laws).
Each Supporting Stockholder has sole voting power and sole dispositive power with respect to all of its Covered Shares, subject only to (a) in the case of Garrett Holliday, the provisions of the Rollover Agreement with respect to the Rollover Shares, and (b) the irrevocable proxy granted in Section 3.4 of the Support Agreement. No Supporting Stockholder is a party to any voting trust, stockholder agreement, proxy, or other agreement or arrangement (other than as described in the preceding sentence and the existing MFW stockholders' agreement) relating to the voting or disposition of any Covered Shares.
In the case of Pinnacle Bluff Ventures LLC, Douglas Irwin, as Managing Member, represents and warrants that he has full power and authority under the operating agreement of Pinnacle Bluff Ventures LLC to execute, deliver, and perform the Support Agreement on behalf of Pinnacle Bluff, and that no additional consent, approval, or authorization of any other member, manager, or other person is required.
8.2 Authority and Enforceability
Each Supporting Stockholder represents and warrants that it has the requisite power and authority — corporate, limited liability company, or individual, as applicable — to execute, deliver, and perform its obligations under the Support Agreement. Each Supporting Stockholder has taken all necessary action (including, in the case of Pinnacle Bluff Ventures LLC, all necessary action by its members and managers) to authorize the execution, delivery, and performance of the Support Agreement.
The Support Agreement constitutes, or upon execution and delivery will constitute, a valid and binding obligation of each Supporting Stockholder, enforceable against such Supporting Stockholder in accordance with its terms, subject only to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting creditors' rights generally and (b) general principles of equity, whether applied in a proceeding at law or in equity.
8.3 No Conflicts
The execution, delivery, and performance by each Supporting Stockholder of the Support Agreement, and the consummation of the transactions contemplated hereby, do not and will not:
(a) Violate, conflict with, or result in a breach or default under any provision of law, statute, rule, regulation, order, judgment, decree, or injunction applicable to such Supporting Stockholder or its properties or assets;
(b) Violate, conflict with, or result in a breach or default under any provision of the organizational documents of such Supporting Stockholder (in the case of Pinnacle Bluff Ventures LLC, its certificate of formation and operating agreement);
(c) Violate, conflict with, or result in a breach or default under, or give rise to any right of termination, cancellation, acceleration, or modification of, or require any consent or notice under, any contract, agreement, note, bond, mortgage, indenture, lease, license, permit, or other instrument or obligation to which such Supporting Stockholder is a party or by which it or its properties or assets may be bound, including without limitation any existing MFW stockholders' agreement; or
(d) Require any consent, approval, authorization, permit, order, filing, or registration with any governmental authority or regulatory body that has not been obtained or made.
8.4 No Competing Agreements
No Supporting Stockholder is a party to, or is bound by, any voting agreement, voting trust, proxy, consent, right of first refusal, co-sale agreement, or other arrangement or understanding with respect to the Covered Shares that is inconsistent with, or that would in any way prevent, impede, or interfere with, the performance of such Supporting Stockholder's obligations under the Support Agreement. No Supporting Stockholder has entered into any agreement, arrangement, or understanding with any person or entity other than the Buyer that grants any person or entity the right to vote, direct the voting of, or acquire any Covered Shares.
8.5 Litigation
No action, suit, claim, arbitration, proceeding, or investigation (whether at law or in equity, before or by any governmental authority, or before any arbitrator) is pending or, to the knowledge of such Supporting Stockholder, threatened against such Supporting Stockholder or any of its properties or assets that would reasonably be expected to impair or delay such Supporting Stockholder's ability to perform its obligations under the Support Agreement or to consummate the transactions contemplated hereby.
8.6 Reliance
Each Supporting Stockholder acknowledges and agrees that the Buyer is entering into the SPA in reliance upon the execution, delivery, and performance of the Support Agreement by each of the Supporting Stockholders. Each Supporting Stockholder further acknowledges that, but for the execution and delivery of the Support Agreement by the Supporting Stockholders, the Buyer would not have entered into the SPA or agreed to consummate the Acquisition.
SECTION 9: COVENANTS
9.1 Reasonable Best Efforts
Each Supporting Stockholder hereby agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable law to consummate and make effective the Acquisition and the other transactions contemplated by the SPA and the Support Agreement as promptly as practicable. Without limiting the generality of the foregoing, each Supporting Stockholder agrees to cooperate fully with the Buyer and the Company in connection with:
(a) The preparation, filing, and prosecution of any filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any other applicable antitrust, competition, or regulatory laws. The HSR Act filing is required for the Acquisition, and the estimated filing fee of $350,000 is the Buyer's obligation under the Letter of Intent executed between the parties. Each Supporting Stockholder agrees to provide such information and documentation as may be reasonably requested by the Buyer or any governmental authority in connection with the HSR Act filing and any related requests for additional information or documentary material;
(b) The satisfaction of all conditions precedent to the closing of the Acquisition as set forth in the SPA, including the obtaining of any third-party consents (such as the TerraLink change-of-control consent, which is a closing condition under the SPA) and the delivery of all closing deliverables; and
(c) Such other actions and cooperation as may be reasonably necessary to facilitate the timely consummation of the Acquisition in accordance with the target timeline (SPA execution: March 31, 2026; closing target: April 30, 2026; outside date: June 30, 2026).
9.2 Further Assurances
Each Supporting Stockholder agrees to execute and deliver, promptly upon request by the Buyer, any and all additional documents, instruments, agreements, certificates, and other materials reasonably requested by the Buyer to effectuate or evidence the transactions contemplated by the Support Agreement and the SPA. Such instruments include, without limitation:
(a) Letters of transmittal and stock powers required in connection with the surrender and exchange of Covered Shares at the closing of the Acquisition;
(b) Certificates of non-foreign status (IRS Form W-9) and any other tax-related documentation required in connection with the closing;
(c) Joinder agreements, if applicable, in connection with any Permitted Transfers under Section 4.2;
(d) Affidavits, declarations, or certifications required by the Buyer's title insurance company, lender, or other transaction counterparty; and
(e) Such other instruments and documents as may be reasonably necessary to carry out the intent and purposes of the Support Agreement.
9.3 Information Rights
Each Supporting Stockholder agrees to promptly notify the Buyer in writing of any of the following events or circumstances:
(a) Any change in the number or class of Covered Shares held by such Supporting Stockholder, including any acquisition of After-Acquired Shares or any exercise, conversion, or exchange of securities;
(b) Any lien, encumbrance, pledge, security interest, or other claim placed upon or asserted against any Covered Shares (whether consensual, involuntary, or by operation of law);
(c) Any material development, event, or circumstance that would reasonably be expected to affect such Supporting Stockholder's ability to perform its obligations under the Support Agreement or to consummate the transactions contemplated hereby; and
(d) Any notice, claim, demand, or communication received by such Supporting Stockholder from any governmental authority or any third party relating to the Acquisition, the SPA, or the Support Agreement.
9.4 No Actions Inconsistent with Support Agreement
Each Supporting Stockholder agrees that, during the term of the Support Agreement, it shall not take any action, or fail to take any action, that would (a) make any of its representations and warranties set forth in Section 8 untrue or incorrect in any material respect, (b) frustrate, prevent, impede, or delay the consummation of the Acquisition, or (c) otherwise be inconsistent with the obligations and commitments of such Supporting Stockholder under the Support Agreement.