Contract analysis

1. Company Full Legal Name: Codelaunch Labs, Inc.

2. State of Incorporation: Delaware

3. Delaware Secretary of State File Number: 7834219

4. Employer Identification Number (EIN): 84-3291057

5. Date of Incorporation: The Company was incorporated in the State of Delaware in 2019 pursuant to the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware.

6. Principal Office: 1607 East 6th Street, Suite 300 Austin, Texas 78702

7. Registered Office in Delaware: c/o Capitol Registered Agents LLC 1209 Orange Street Wilmington, Delaware 19801

8. Registered Agent in Delaware: Capitol Registered Agents LLC

9. Foreign Qualification: The Company is qualified to do business as a foreign corporation in the State of Texas. The Company is not qualified to do business as a foreign corporation in any other jurisdiction. Based on the nature and scope of the Company's operations, the Company does not believe that qualification in any other jurisdiction is required.

10. Good Standing: The Company is in good standing in the State of Delaware and the State of Texas as of the date hereof. Certificates of good standing from each such jurisdiction have been made available to Parent in the Data Room.

11. Subsidiaries: None. The Company does not own, directly or indirectly, any equity interest in any other Person, including any corporation, limited liability company, partnership, joint venture, or other entity. The Company is not a participant in any joint venture or partnership arrangement. SCHEDULE 3.2 CAPITALIZATION Section (a) — Authorized and Outstanding Capital Stock The authorized and outstanding capital st

1. Investors' Rights Agreement, dated March 15, 2020, by and among the Company, Ridgeway Ventures Fund II, LP ("Ridgeway Ventures"), Naveen Subramaniam, Elise Thornberry, and Marcus Okonkwo (collectively, the "Founders"). This agreement includes, among other things, a right of first refusal in favor of Ridgeway Ventures and the Company with respect to proposed transfers of shares by the Founders, co-sale rights in fa

2. Right of First Refusal and Co-Sale Agreement, dated March 15, 2020, by and among the same parties as set forth in item 1 above. This agreement provides Ridgeway Ventures and the Company with a right of first refusal on proposed transfers of Common Stock by the Founders, and provides Ridgeway Ventures with a co-sale right (tag-along right) with respect to certain proposed transfers.

3. Voting Agreement, dated March 15, 2020, by and among the same parties as set forth in item 1 above. This agreement provides that the parties will vote their shares to elect one (1) board designee of Ridgeway Ventures to the Board of Directors of the Company, one (1) board designee of the Founders, and one (1) independent director mutually agreed upon by Ridgeway Ventures and the Founders. Each of the foregoing agr

1. Stockholder Approval. The Company is required to obtain the written consent of stockholders holding a majority of the outstanding shares of Common Stock of the Company, pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL"), approving the Agreement and the Merger. Such written consent will be obtained following the execution and delivery of the Agreement in accordance with Section 5.4 of the

2. Certificate of Merger. The Company is required to file a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. Other than as set forth above, the execution, delivery, and performance of the Agreement and the consummation of the Merger do not and will not (a) violate, conflict with, or result in a breach of any provision of the Company's Certificate o

1. Certificate of Merger. The filing of a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Section 251 of the DGCL. Hart-Scott-Rodino Act. The aggregate merger consideration payable in connection with the Merger is below the applicable filing thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), as adjusted. Accordingly, no premerg

1. Audited Financial Statements. Audited financial statements of the Company for the fiscal years ended December 31, 2021 and December 31, 2022, consisting of audited balance sheets as of such dates and the related audited statements of operations, changes in stockholders' equity, and cash flows for the fiscal years then ended, together with all related notes thereto and the reports of the Company's independent regis

2. Unaudited Interim Financial Statements. Unaudited interim financial statements of the Company for the three-month period ended March 31, 2023 (the "Interim Financial Statements"), consisting of an unaudited balance sheet as of March 31, 2023 and the related unaudited statement of operations for the three-month period then ended. The Interim Financial Statements have been made available to Parent in the Data Room (

1. Salary Increases. Effective January 1, 2023, the Company granted salary increases to all employees of the Company in the ordinary course of business consistent with the Company's historical compensation practices. The average increase was approximately four percent (4%) of each employee's base salary, consistent with market adjustments and the Company's annual compensation review process. No employee received a sa

2. New Customer Agreement. On February 8, 2023, the Company entered into a Master Subscription Agreement with Meridian DataWorks, Inc., an enterprise SaaS customer, with an annual contract value of approximately $175,000 and an initial term of two (2) years. This agreement was negotiated and entered into in the ordinary course of business and is included in the list of Material Contracts set forth in Schedule 3.7(a)(

3. Capital Expenditures. The Company made ordinary-course capital expenditures totaling approximately $85,000 during the period from January 1, 2023 through the date hereof, consisting primarily of expenditures for development server infrastructure, including the procurement and deployment of additional cloud-based compute and storage resources to support the Company's engineering and quality assurance operations. Th

1. Master Subscription Agreement with Vantage Systems Group, LLC, dated September 12, 2021. ARR: $320,000. The agreement provides for access to the Company's Platform on a subscription basis, with auto-renewal on an annual basis unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term. The agreement includes standard representations, warranties, in

2. Enterprise License Agreement with Polaris Engineering Corp., dated January 5, 2022. ARR: $275,000. The agreement has a three-year initial term expiring on January 5, 2025, with an option to renew for successive one-year periods upon mutual written agreement. The agreement includes customized service-level commitments and data residency requirements.

3. Master Subscription Agreement with Meridian DataWorks, Inc., dated February 8, 2023. ARR: $175,000. The agreement has a two-year initial term, with auto-renewal for successive one-year periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. This agreement was entered into after the Balance Sheet Date and is also referenced in Schedule 3

4. SaaS Order Form with Hargrove Technologies, Inc., dated June 1, 2021. ARR: $150,000. The agreement auto-renews on an annual basis unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current renewal term. The agreement is governed by the Company's standard terms of service, which are incorporated by reference.

5. Enterprise License Agreement with Cascadia Financial Solutions, LP, dated April 20, 2022. ARR: $140,000. The agreement has a two-year initial term expiring on April 20, 2024. The agreement includes customized data processing addendum provisions reflecting the financial services regulatory environment in which Cascadia operates. (b) Vendor / Service Provider Contracts

1. Cloud Hosting Agreement with Nimbus Cloud Infrastructure, Inc., dated March 1, 2020, as renewed effective February 28, 2023 for a three-year term expiring March 1, 2026. Annual spend: approximately $380,000. The agreement provides for the Company's use of Nimbus's cloud infrastructure services, including compute, storage, and networking resources, for the hosting and delivery of the Company's Platform. The agreeme

2. Office Lease. The Company's lease for its principal office at 1607 East 6th Street, Suite 300, Austin, Texas 78702, with Sixth Street Realty Partners, LP. See Schedule 3.13 (Real Property) for a detailed description of this lease.

3. Professional Services Agreement with Kepler Analytics LLC, dated August 15, 2022. Kepler Analytics LLC provides data analytics consulting services to the Company in connection with the development and optimization of the Company's machine-learning models. The agreement provides for a monthly retainer of $8,500 and is terminable by either party upon thirty (30) days' prior written notice without penalty. All work p

1. Open-Source Software Licenses. The Company's Platform incorporates various open-source software components licensed under open-source licenses, as described in detail in Schedule 3.8(c).

2. License Agreement with Sentinel Code Analysis GmbH, dated July 10, 2021. The agreement grants the Company a non-exclusive, non-transferable license to use Sentinel's proprietary static analysis engine for integration into the Company's automated code-review functionality. Annual license fee: $45,000, payable in advance on each anniversary of the agreement. The agreement is terminable by either party upon sixty (60

1. Investors' Rights Agreement, dated March 15, 2020. See Schedule 3.2(d) for a description of this agreement.

2. Right of First Refusal and Co-Sale Agreement, dated March 15, 2020. See Schedule 3.2(d) for a description of this agreement.

3. Voting Agreement, dated March 15, 2020. See Schedule 3.2(d) for a description of this agreement.

4. Engagement Letter with Ashburn Park Capital LLC, dated March 20, 2023, pursuant to which Ashburn Park Capital LLC has been engaged as the Company's exclusive financial advisor in connection with the transaction. Under the terms of the engagement letter, Ashburn Park Capital LLC is entitled to an advisory fee of $660,000 (equal to three percent (3%) of the aggregate merger consideration of $22,000,000), payable at

1. U.S. Trademark Registration Mark: CODELAUNCH (word mark) Registration No.: 6,345,210 Registration Date: April 12, 2022 International Class: 042 (Software as a Service — software development tools) Status: Active; Section 8 affidavit not yet due Owner: Codelaunch Labs, Inc.

2. U.S. Trademark Application Mark: CODELAUNCH PIPELINE (word mark) Application No.: 97/654,321 Filing Date: October 3, 2022 International Class: 042 (Software as a Service — software development tools) Status: Pending; the application was published for opposition in the Official Gazette on April 25, 2023. The thirty (30)-day opposition period has expired, and no opposition was filed. The application is awaiting issu

3. U.S. Patent Application Title: "Method and System for Automated CI/CD Pipeline Orchestration Using Machine-Learning-Based Dependency Resolution" Application No.: 17/892,456 Filing Date: August 22, 2022 Application Type: Non-provisional utility application Status: Pending; the application has been assigned to an examiner, and the Company anticipates receiving a first office action within the next six (6) to twelve

4. Domain Names The Company owns the following domain names, all of which are registered through Ember Domain Services LLC: • codelaunch.io • codelaunchlabs.com • codelaunch.dev All domain name registrations are current and in good standing.

5. Copyrights All source code, software documentation, user manuals, marketing materials, website content, and other copyrightable works created by or on behalf of the Company are owned by the Company. Such works were created either as "works made for hire" within the meaning of the Copyright Act (17 U.S.C. § 101) by employees acting within the scope of their employment, or were assigned to the Company pursuant to th

1. Codelaunch Labs, Inc. 2019 Equity Incentive Plan. See Schedule 3.2(c) for a description of this Plan.

2. Group Health Insurance Plan. The Company sponsors a group health insurance plan through Wellpoint Group Insurance Co. providing medical, dental, and vision coverage to eligible employees and their dependents. Approximately thirty-six (36) of the Company's thirty-eight (38) employees currently participate in the plan. The Company pays approximately seventy-five percent (75%) of the premium for employee-only coverag

4. Unlimited Paid Time Off Policy. The Company maintains an unlimited paid time off ("PTO") policy for all employees. Under this policy, employees do not accrue PTO on an hourly or daily basis, and accordingly, the Company has no accrued PTO liability on its balance sheet. The Company does not maintain or contribute to any defined benefit pension plan, retiree medical plan, deferred compensation arrangement, suppleme

1. Commercial General Liability Insurance Carrier: Ironclad Mutual Insurance Co. Policy No.: IM-CGL-2022-5589 Limits: $2,000,000 per occurrence / $4,000,000 annual aggregate Deductible: $5,000 per occurrence Renewal Date: October 1 (renews annually) Named Insured: Codelaunch Labs, Inc.

2. Technology Errors & Omissions / Cyber Liability Insurance Carrier: Ironclad Mutual Insurance Co. Policy No.: IM-TEO-2022-3341 Limits: $3,000,000 per claim / $5,000,000 annual aggregate Retention: $10,000 per claim Renewal Date: October 1 (renews annually) Named Insured: Codelaunch Labs, Inc. Coverage includes: technology errors and omissions, data breach and privacy liability, network security liability, media lia

3. Directors & Officers Liability Insurance Carrier: Westbrook Indemnity Group Policy No.: WIG-DO-2023-0174 Limits: $2,000,000 per claim / $2,000,000 annual aggregate Retention: $15,000 per claim (Side B and C only; no retention for Side A) Renewal Date: January 1 (renewed January 1, 2023) Named Insured: Codelaunch Labs, Inc. Note: In connection with the Merger, the Company will bind tail coverage (an "extended repor

4. Workers' Compensation Insurance Coverage as required by the laws of the State of Texas. The Company participates in the Texas workers' compensation system.

5. Umbrella / Excess Liability Insurance Carrier: Ironclad Mutual Insurance Co. Limits: $5,000,000 in excess of underlying Commercial General Liability and Technology Errors & Omissions / Cyber Liability policies Renewal Date: October 1 (renews annually) Named Insured: Codelaunch Labs, Inc. Claims History: No claims have been made under any of the foregoing policies during the three (3)-year period preceding the date

1. Thornberry Design LLC Engagement. In 2021, the Company engaged Thornberry Design LLC, a graphic design firm based in Austin, Texas, to provide branding, visual identity, and user interface/user experience ("UI/UX") design services for the Platform. Thornberry Design LLC is wholly owned by a family member of Elise Thornberry, the Company's Co-Founder and Chief Technology Officer. The engagement was conducted at arm

2. Short-Term Loan from Naveen Subramaniam. In January 2020, Naveen Subramaniam, the Company's Co-Founder and Chief Executive Officer, made a short-term loan to the Company in the principal amount of $50,000 to fund the Company's working capital requirements during the period preceding the closing of the Company's Series A financing round. The loan bore interest at a rate of three percent (3%) per annum and was unsec