Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the findings from legal due diligence conducted from May 1 through May 26, 2023 on Codelaunch Labs, Inc. ("Codelaunch" or the "Target") in connection with the proposed acquisition of the Target by Brightfield Cloud Services Inc. ("BCS" or the "Buyer"). This memorandum is intended to identify material legal risks and to recommend transaction structuri

II. Corporate Organization and Good Standing A. Formation and Jurisdiction We have reviewed the corporate formation documents of the Target and confirm the following organizational details: • Full Legal Name: Codelaunch Labs, Inc. • Entity Type: Corporation incorporated under the laws of the State of Delaware • Delaware File Number: 7834219 • Employer Identification Number (EIN): 84-3291057 • Date of Incorporation: 2

III. Capitalization A. Outstanding Equity Based on our review of the Target's stock ledger, certificates of incorporation (as amended), stock purchase agreements, option grant agreements, and the capitalization table provided by Target's counsel, the fully diluted capitalization of Codelaunch Labs, Inc. is as follows: The three co-founders collectively hold 7,000,000 shares, representing 70% of the fully diluted capi

IV. Material Contracts A. Customer Contracts We reviewed a representative sample of the Target's customer agreements, consisting of the Target's standard form of SaaS subscription agreement and a selection of individually negotiated enterprise customer contracts. The Target's customer base is composed predominantly of small-to-midsize technology companies and development teams subscribing to the Codelaunch CI/CD plat

V. Intellectual Property A. Overview of IP Portfolio The Target's core intellectual property consists of its proprietary CI/CD pipeline orchestration platform and automated code-review software, which together comprise the technology stack delivered to customers on a SaaS basis. The Codelaunch platform represents the primary asset being acquired in this transaction, and the integrity and ownership of the underlying i

VI. Employment and Labor Matters A. Workforce Overview As of the date of this memorandum, the Target employs 38 individuals. All employees are located in the Austin, Texas metropolitan area, with some employees working in a remote or hybrid arrangement. The workforce is composed primarily of software engineers and developers, with a smaller number of employees in product management, marketing, sales, customer success

VII. Litigation and Disputes A. Pending Litigation We conducted a comprehensive review of the Target's litigation profile, including searches of federal and state court records, arbitration databases, and regulatory enforcement databases in jurisdictions where the Target operates. Based on our review, there is no pending litigation involving Codelaunch Labs, Inc., either as plaintiff or defendant, in any federal or s

VIII. Tax Matters A. Federal and State Tax Status Codelaunch Labs, Inc. is treated as a C corporation for U.S. federal income tax purposes. The Target's Employer Identification Number is 84-3291057. We reviewed the Target's federal income tax returns (IRS Form 1120) for fiscal years 2019 through 2022, along with all related schedules and attachments. The returns were prepared by Whitaker & Ross CPAs, PLLC, Austin, Te

IX. Regulatory and Compliance Matters A. Government Contracts We confirmed through data room review and management interviews that the Target does not hold any government contracts, subcontracts, or grants, and has not submitted any bids or proposals for government contracts. Accordingly, the Target is not subject to the Federal Acquisition Regulation ("FAR"), the Defense Federal Acquisition Regulation Supplement ("D

X. Insurance A. Target's Existing Insurance We reviewed the Target's existing insurance policies, which include the following: • General Commercial Liability Insurance — providing coverage for bodily injury, property damage, and personal/advertising injury claims arising from the Target's business operations. • Errors & Omissions (E&O) / Technology Professional Liability Insurance — providing coverage for claims aris

XI. Recommended Transaction Protections and Structuring Based on the findings of our legal due diligence, we recommend the following transaction protections and structuring elements for inclusion in the merger agreement and related transaction documents. A. Indemnification Framework We recommend the following indemnification structure: • Indemnification Cap: 35% of the Aggregate Merger Consideration, or $7,700,000. T