Extract to table

Confirm NWC peg methodology — The $5,800,000 net working capital target requires validation against underlying monthly balance sheet data, and the NWC definition must address treatment of deferred subscription revenue, a critical issue for SaaS businesses

Exclusivity — MFW agrees to an exclusive dealing period during which it will not solicit or entertain competing proposals

Expense Reimbursement — Under certain circumstances, Buyer agrees to reimburse MFW's documented out-of-pocket transaction expenses up to a cap of $750,000

We recommend the following additions to the remedies provision: (i) Add a liquidated damages provision specifying that, in the event of a material breach of the exclusivity covenant by MFW (including any breach that results in MFW entering into a competing transaction within six months of the date of such breach), MFW shall pay to Solara a liquidated damages amount equal to $3,500,000 (approximately 1

The Draft LOI does not specify a timeframe within which the Exclusivity Deposit must be returned to Solara upon the occurrence of a refundability trigger

Expense Reimbursement Cap The Draft LOI provides that, in the event Buyer terminates the LOI "without cause," Buyer shall reimburse MFW for its documented out-of-pocket transaction expenses incurred in connection with the Transaction, up to a cap of $750,000