Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. For purposes of this definition, "control" (including the terms "controlled by" and "under commo

Section 1.2 — Interpretation. Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," "Exhibit," a

Section 2.1 — The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Section 251 of the DGCL, at the Effective Time, the Company shall be merged with and into Merger Sub (the "Merger"), whereupon the separate corporate existence of the Company shall cease and Merger Sub shall continue as the surviving corporation under the name "BCS DevTools Merger Sub, Inc." (or

Section 2.2 — Closing. The closing of the Merger (the "Closing") shall take place on July 22, 2023 (the "Closing Date"), remotely via the electronic exchange of documents and signatures (including by portable document format (.pdf) and electronic signature), unless the Parties agree in writing to another date, time, or place. All deliveries, payments, and other transactions occurring at the Closing shall be deemed to

Section 2.3 — Effective Time. On the Closing Date, or as promptly as practicable following the satisfaction or waiver (to the extent permitted by applicable Law) of all conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at such time), the Parties shall cause a Certificate of Merger, sub

Section 2.4 — Effects of the Merger. The Merger shall have the effects set forth in this Agreement, the Certificate of Merger, and the applicable provisions of the DGCL, including Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (a) all of the property, rights, privileges, powers, immunities, and franchises of the Company and Merger Sub shall vest

Section 2.5 — Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall become the certificate of incorporation of the Surviving Corporation until thereafter duly amended in accordance with applicable Law and the terms of such certificate of incorporation; provided, however, that at the

Section 2.6 — Bylaws of the Surviving Corporation. At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall become the bylaws of the Surviving Corporation until thereafter duly amended in accordance with applicable Law, the certificate of incorporation of the Surviving Corporation, and the terms of such bylaws.

Section 2.7 — Directors and Officers of the Surviving Corporation. (a) At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall become the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their resignation or removal or until their respective succe

ARTICLE III — MERGER CONSIDERATION; EFFECT ON CAPITAL STOCK; EXCHANGE PROCEDURES

Section 3.1 — Aggregate Merger Consideration. The aggregate consideration for the Merger shall be Twenty-Two Million Dollars ($22,000,000) (the "Aggregate Merger Consideration"), payable in cash, allocated as follows: (a) Closing Cash Consideration. An amount equal to Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (the "Closing Cash Consideration"), payable at the Closing in accordance with Section 3.4;

Section 3.2 — Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or any holder of any securities of the Company or Merger Sub: (a) Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Dissenting Shares and (ii) shares held by the Company as trea

Section 3.3 — Treatment of Company Options and Other Equity Awards. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock (whether granted under the Company's 2019 Stock Option and Incentive Plan or otherwise) that is, as of immediately prior to the Effective Time, vested and has an exercise price per share that is less than the sum of the Per Share Closing Cash Consideration a

Section 3.4 — Exchange Procedures; Paying Agent. (a) Paying Agent. Parent hereby appoints, and the Company hereby consents to the appointment of, Pinnacle National Bank, N.A. as paying agent (the "Paying Agent") for the payment of the Merger Consideration to the holders of Company Common Stock and holders of In-the-Money Options in accordance with this Article III. (b) Exchange Fund. Prior to the Effective Time, Pare

Section 3.5 — Earnout. (a) Earnout Milestones. Following the Closing, in addition to the Closing Cash Consideration and the Escrow Amount, the Founder Earnout Participants shall be eligible to receive the Earnout Consideration, up to a maximum aggregate amount of Three Million Three Hundred Thousand Dollars ($3,300,000), payable in cash, upon the achievement of the following milestones (each, an "Earnout Milestone"):

Section 3.6 — Escrow Arrangement. (a) At the Closing, Parent shall deposit, or cause to be deposited, Two Million Two Hundred Thousand Dollars ($2,200,000) (the "Escrow Amount") with Lone Star Trust Company, N.A., as escrow agent (the "Escrow Agent"), by wire transfer of immediately available funds, into escrow account reference number LSTC-ESC-2023-004417 (the "Escrow Account"), to be held and distributed in accorda

Section 3.7 — Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who is entitled to demand and has properly demanded appraisal of such shares in accordance with Section 262 of the DGCL ("Di

Section 3.8 — Stockholder Representative. (a) Appointment. Naveen Subramaniam is hereby irrevocably appointed as the representative and agent of, and is hereby authorized and empowered to act on behalf of, each Company Stockholder (the "Stockholder Representative") for all purposes under this Agreement and the Ancillary Agreements, including to (i) execute and deliver the Escrow Agreement and all amendments thereto,

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the Company Disclosure Schedules delivered by the Company to Parent and Merger Sub concurrently with the execution of this Agreement (which Company Disclosure Schedules shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article IV, it being understood that

Section 4.1 — Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware file number 7834219). The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly

Section 4.2 — Authorization; Binding Agreement. The Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement and each Ancillary Agreement to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution, delivery, and performance of this Agreement and each such Ancillary Agreement by the Company, an