[sheet: Cover & Summary]

Field	Value
Document Title	Closing Checklist and Bringdown Verification Memorandum
Matter No.	1042-00004
Client	Brightfield Cloud Services Inc.
Target	Codelaunch Labs, Inc.
Merger Sub	BCS DevTools Merger Sub, Inc.
Transaction	Acquisition of Codelaunch Labs, Inc. by Brightfield Cloud Services Inc. via forward merger under DGCL § 251
Aggregate Merger Consideration	$22,000,000
Signing Date	June 1, 2023
Closing Date / Effective Time	July 22, 2023
Prepared By	Megan Chu, Working Associate; Ryan Kowalski, Lead Associate
Supervised By	Beatrice Holloway, Responsible Partner
Firm	Calderwood & Harkness LLP
Firm Address	2000 McKinney Avenue, Suite 3400, Dallas, TX 75201
Billing Partner	James Prentice
Buyer's Counsel	Calderwood & Harkness LLP
Seller's Counsel	Caldwell, Raines & Fitch LLP (Geoffrey Aldrich / Dana Whitford)
Escrow Agent	Lone Star Trust Company, N.A. (Reginald Huang)
Paying Agent	Pinnacle National Bank, N.A.
R&W Insurance Carrier	Pinnacle Investors Specialty Insurance Company (Policy No. CSI-RWI-2023-07841)
R&W Insurance Broker	Ashgrove Equity Partners Risk Advisors, Inc. (Philip Graves)
Seller's Investment Bank	Ashburn Park Capital LLC (Tara Novak)
Buyer's Accounting Advisor	Kerrigan & Pryce LLP
Buyer's Lender	Granite Harbor Bank, N.A.
Stockholder Representative	Naveen Subramaniam

Date of Memorandum

[sheet: Closing Checklist]

Item No.	Category	Deliverable Description	Responsible Party	Delivery Status	Date Completed	Notes / Cross-References
1	Transaction Agreements	Agreement and Plan of Merger (Execution Version) — among Brightfield Cloud Services Inc., BCS DevTools Merger Sub, Inc., and Codelaunch Labs, Inc.	Calderwood & Harkness LLP / Caldwell, Raines & Fitch LLP	Delivered	June 1, 2023	Signed by all parties; governs merger under DGCL § 251; aggregate consideration $22,000,000
2	Transaction Agreements	Disclosure Schedules to Agreement and Plan of Merger — delivered by Codelaunch Labs, Inc.	Caldwell, Raines & Fitch LLP / Calderwood & Harkness LLP	Delivered	June 1, 2023	Schedules covering capitalization (10,000,000 fully diluted shares), material contracts, IP, employees (38), litigation, tax, real property
3	Transaction Agreements	Escrow Agreement — among Brightfield Cloud Services Inc., Naveen Subramaniam (as Stockholder Representative), and Lone Star Trust Company, N.A.	Calderwood & Harkness LLP	Delivered	July 22, 2023	Escrow amount: $2,200,000; Account Ref. LSTC-ESC-2023-004417; release date January 22, 2025 (18 months post-Closing); contact: Reginald Huang
4	Stockholder Approvals	Action by Written Consent of Stockholders of Codelaunch Labs, Inc. (DGCL § 228)	Caldwell, Raines & Fitch LLP	Delivered	June 9, 2023	Executed by Naveen Subramaniam (2,800,000 shares / 28%), Elise Thornberry (2,400,000 shares / 24%), Marcus Okonkwo (1,800,000 shares / 18%), Ridgeway Ventures Fund II, LP (2,200,000 shares / 22%); collectively 92% of outstanding shares
5	Corporate Filings	Certificate of Merger — BCS DevTools Merger Sub, Inc. (DE file no. 7916483) with and into Codelaunch Labs, Inc. (DE file no. 7834219), filed with Delaware Secretary of State	Calderwood & Harkness LLP	Delivered	July 18, 2023	Merger Sub surviving; effective time July 22, 2023; references Agreement and Plan of Merger dated June 1, 2023
6	Corporate Filings	Certificate of Formation — BCS DevTools Merger Sub, Inc.	Calderwood & Harkness LLP	Delivered	June 15, 2023	Merger Sub incorporated in Delaware; DE file no. 7916483; EIN 93-1748206
7	Closing Certificates — Target	Officer's Closing Certificate — Codelaunch Labs, Inc., executed by Naveen Subramaniam as CEO	Caldwell, Raines & Fitch LLP / Calderwood & Harkness LLP	Delivered	July 22, 2023	Certifies accuracy of representations and warranties as of Closing Date, compliance with pre-closing covenants, absence of Material Adverse Effect, delivery of all required closing deliverables
8	Closing Certificates — Buyer	Officer's Closing Certificate — Brightfield Cloud Services Inc.	Calderwood & Harkness LLP	Delivered	July 22, 2023	Executed by Patricia Yun, CFO; certifies BCS's compliance with conditions to closing
9	Closing Certificates — Merger Sub	Officer's Closing Certificate — BCS DevTools Merger Sub, Inc.	Calderwood & Harkness LLP	Delivered	July 22, 2023	Certifies Merger Sub's compliance with conditions to closing
10	Legal Opinions	Legal Opinion of Calderwood & Harkness LLP (Buyer's Counsel) — addressed to Codelaunch Labs, Inc. stockholders and Naveen Subramaniam as Stockholder Representative	Calderwood & Harkness LLP (Beatrice Holloway)	Delivered	July 22, 2023	Opines on due organization and valid existence of Merger Sub under DE law, due authorization, execution, and delivery of Merger Agreement by BCS and Merger Sub, enforceability; subject to customary qualifications
11	Legal Opinions	Legal Opinion of Caldwell, Raines & Fitch LLP (Seller's Counsel) — addressed to Brightfield Cloud Services Inc.	Caldwell, Raines & Fitch LLP (Geoffrey Aldrich)	Delivered	July 22, 2023	Opines on due organization and valid existence of Codelaunch under DE law, due authorization and enforceability of Merger Agreement
12	Employment & Retention Agreements	Employment Agreement — Naveen Subramaniam (Co-Founder & CEO of Codelaunch)	Calderwood & Harkness LLP	Delivered	July 22, 2023	At-will, Texas law; base salary $310,000/yr; 50,000 RSUs under BCS 2021 Equity Incentive Plan (4-yr vest, 1-yr cliff); earnout cross-reference — Subramaniam share: $1,320,000 (40% of $3,300,000 max earnout)
13	Employment & Retention Agreements	Employment Agreement — Elise Thornberry (Co-Founder & CTO of Codelaunch)	Calderwood & Harkness LLP	Delivered	July 22, 2023	At-will, Texas law; base salary $295,000/yr; 50,000 RSUs under BCS 2021 Equity Incentive Plan (4-yr vest, 1-yr cliff); earnout cross-reference — Thornberry share: ~$1,131,570 (34.29% of $3,300,000 max earnout)
14	Employment & Retention Agreements	Employment Agreement — Marcus Okonkwo (Co-Founder & VP Engineering of Codelaunch)	Calderwood & Harkness LLP	Delivered	July 22, 2023	At-will, Texas law; base salary $280,000/yr; 50,000 RSUs under BCS 2021 Equity Incentive Plan (4-yr vest, 1-yr cliff); earnout cross-reference — Okonkwo share: ~$848,430 (25.71% of $3,300,000 max earnout)
15	Tax Certificates	FIRPTA Certificate — Codelaunch Labs, Inc. (non-foreign status certification under IRC § 1445)	Caldwell, Raines & Fitch LLP	Delivered	July 22, 2023	Certifies Codelaunch is not a foreign person; EIN 84-3291057
16	Tax Certificates	IRS Form W-9 — Naveen Subramaniam	Caldwell, Raines & Fitch LLP	Delivered	July 22, 2023
17	Tax Certificates	IRS Form W-9 — Elise Thornberry	Caldwell, Raines & Fitch LLP	Delivered	July 22, 2023
18	Tax Certificates	IRS Form W-9 — Marcus Okonkwo	Caldwell, Raines & Fitch LLP	Delivered	July 22, 2023
19	Tax Certificates	IRS Form W-9 — Ridgeway Ventures Fund II, LP	Caldwell, Raines & Fitch LLP	Delivered	July 22, 2023
20	Good Standing Certificates	Certificate of Good Standing — Codelaunch Labs, Inc. from Delaware Secretary of State	Caldwell, Raines & Fitch LLP	Delivered	July 15, 2023	DE file no. 7834219
21	Good Standing Certificates	Certificate of Good Standing — Codelaunch Labs, Inc. from Texas Secretary of State (foreign qualification)	Caldwell, Raines & Fitch LLP	Delivered	July 15, 2023	Principal office: 1607 East 6th Street, Suite 300, Austin, TX 78702
22	Good Standing Certificates	Certificate of Good Standing — BCS DevTools Merger Sub, Inc. from Delaware Secretary of State	Calderwood & Harkness LLP	Delivered	July 15, 2023	DE file no. 7916483
23	Good Standing Certificates	Certificate of Good Standing — Brightfield Cloud Services Inc. from Delaware Secretary of State	Calderwood & Harkness LLP	Delivered	July 15, 2023	DE file no. 5928174
24	Secretary's Certificates	Secretary's Certificate — Codelaunch Labs, Inc. (attaching charter, bylaws, board/stockholder resolutions)	Caldwell, Raines & Fitch LLP	Delivered	July 22, 2023	Certifies incumbency and authority of officers; attaches certificate of incorporation and bylaws

25	Secretary's Certificates	Secretary's Certificate — Brightfield Cloud Services Inc. (attaching board resolutions authorizing merger and ancillary agreements)	Calderwood & Harkness LLP	Delivered	July 22, 2023	Certifies board approval; signed by Harold Ostrander, General Counsel
26	Secretary's Certificates	Secretary's Certificate — BCS DevTools Merger Sub, Inc. (attaching charter, bylaws, sole stockholder consent)	Calderwood & Harkness LLP	Delivered	July 22, 2023	Sole stockholder: Brightfield Cloud Services Inc.
27	Funds Flow & Payments	Closing Funds Flow Memorandum	Calderwood & Harkness LLP (Kowalski / Chu)	Delivered	July 22, 2023	Sources: BCS cash on hand + draw on Granite Harbor Bank, N.A. $75M revolver ($28.4M drawn post-closing). Uses: $16,500,000 closing cash to stockholders, $2,200,000 to escrow (Lone Star Trust), $660,000 Ashburn Park advisory fee, transaction expenses. Paying agent: Pinnacle National Bank, N.A.
28	Funds Flow & Payments	Wire Transfer Confirmations — Closing Cash Consideration to Stockholders via Pinnacle National Bank, N.A.	BCS / Pinnacle National Bank, N.A.	Delivered	July 22, 2023	Subramaniam: $4,620,000; Thornberry: $3,960,000; Okonkwo: $2,970,000; Ridgeway Ventures Fund II, LP: $3,630,000; Angel/option holders: $1,320,000 (total: $16,500,000 = $1.65/share × 10,000,000 shares)
29	Funds Flow & Payments	Wire Transfer Confirmation — Escrow Deposit to Lone Star Trust Company, N.A.	BCS / Lone Star Trust Company, N.A.	Delivered	July 22, 2023	Amount: $2,200,000; Account Ref. LSTC-ESC-2023-004417
30	Funds Flow & Payments	Wire Transfer Confirmation — Ashburn Park Capital LLC Advisory Fee	BCS	Delivered	July 22, 2023	Amount: $660,000 (3% of $22,000,000 deal value)
31	Payoff Letters	Payoff Letter — any existing Codelaunch indebtedness (if applicable)	Caldwell, Raines & Fitch LLP	Delivered	July 22, 2023	Confirmed no material indebtedness requiring payoff at Closing
32	R&W Insurance	Buy-Side Representations & Warranties Insurance Policy — Pinnacle Investors Specialty Insurance Company	Ashgrove Equity Partners Risk Advisors, Inc. (Philip Graves) / Calderwood & Harkness LLP	Delivered	July 22, 2023	Policy No. CSI-RWI-2023-07841; $8,000,000 policy limit; $550,000 retention (SIR); estimated premium $240,000 paid by BCS
33	Lender Matters	Revolver Draw Notice — Granite Harbor Bank, N.A.	BCS (Patricia Yun, CFO)	Delivered	July 22, 2023	$75,000,000 committed revolver; $28,400,000 drawn post-closing (includes acquisition draw)
34	Third-Party Consents	Consent of Capitol Registered Agents LLC to act as registered agent for Merger Sub	Calderwood & Harkness LLP	Delivered	June 15, 2023	Registered office: 1209 Orange Street, Wilmington, DE 19801
35	Miscellaneous	HSR Act Filing	N/A	N/A	N/A	Not required; transaction below HSR reporting threshold
36	Miscellaneous	Resignations of Codelaunch Officers and Directors (effective as of Closing)	Caldwell, Raines & Fitch LLP	Delivered	July 22, 2023	Resignations of pre-closing officers and directors of Codelaunch

DELIVERY STATUS SUMMARY

Delivered	34
Pending	0
N/A	1
Total Items	35

[sheet: Bringdown Verification]

Item No.	Bringdown Item	Merger Agreement Section Reference	Verified By	Verification Date	Status	Notes
1	Accuracy of Target's Representations and Warranties — all representations and warranties of Codelaunch Labs, Inc. are true and correct in all material respects as of July 22, 2023 (subject to Material Adverse Effect qualifier)	Article III; Article VII (Conditions to Closing)	Ryan Kowalski / Megan Chu	July 22, 2023	Confirmed	Verified via Officer's Closing Certificate executed by Naveen Subramaniam; no exceptions noted; confirmed no Material Adverse Effect
2	Accuracy of Buyer's and Merger Sub's Representations and Warranties — all representations and warranties of Brightfield Cloud Services Inc. and BCS DevTools Merger Sub, Inc. are true and correct in all material respects as of July 22, 2023	Article IV; Article VII (Conditions to Closing)	Ryan Kowalski / Megan Chu	July 22, 2023	Confirmed	Verified via Officer's Closing Certificate executed by Patricia Yun on behalf of BCS and Merger Sub
3	Compliance with Pre-Closing Covenants — Target has complied in all material respects with all covenants required to be performed prior to Closing	Article V; Article VII	Ryan Kowalski / Megan Chu	July 22, 2023	Confirmed	Confirmed by Officer's Closing Certificate (Target) and due diligence update call with Caldwell, Raines & Fitch LLP
4	Compliance with Pre-Closing Covenants — Buyer and Merger Sub have complied in all material respects with all covenants required to be performed prior to Closing	Article V; Article VII	Ryan Kowalski / Megan Chu	July 22, 2023	Confirmed	Confirmed by BCS internal team (Simone Lacroix, VP Corporate Development) and Officer's Closing Certificate (Buyer)
5	No Material Adverse Effect — No Material Adverse Effect has occurred with respect to Codelaunch Labs, Inc. since the Signing Date	Article VII (Condition to Buyer's Obligation)	Ryan Kowalski / Megan Chu	July 22, 2023	Confirmed	Confirmed via Officer's Closing Certificate (Target) and verbal confirmation from Naveen Subramaniam
6	No Injunction or Legal Proceeding — No order, injunction, or legal proceeding pending or threatened that would restrain or prohibit the consummation of the merger	Article VII	Ryan Kowalski	July 22, 2023	Confirmed	Litigation docket search completed; no proceedings identified
7	Required Consents and Approvals — All required third-party consents, governmental approvals, and filings have been obtained or made	Article VII	Megan Chu	July 22, 2023	Confirmed	HSR filing not required (below threshold); written consent of stockholders obtained June 9, 2023 (92% approval); Certificate of Merger filed July 18, 2023 with Delaware Secretary of State
8	Capitalization Verification — Fully diluted shares outstanding of Codelaunch confirmed at 10,000,000 shares as of Closing	Schedule — Capitalization	Megan Chu	July 22, 2023	Confirmed	Subramaniam 2,800,000 (28%); Thornberry 2,400,000 (24%); Okonkwo 1,800,000 (18%); Ridgeway Ventures Fund II, LP 2,200,000 (22%); Angel/option holders 800,000 (8%)
9	Escrow Deposit Confirmed — $2,200,000 deposited with Lone Star Trust Company, N.A.	Escrow Agreement	Megan Chu	July 22, 2023	Confirmed	Wire confirmation received; Account Ref. LSTC-ESC-2023-004417; per-share escrow $0.22
10	Closing Cash Consideration Disbursed — $16,500,000 disbursed to stockholders via Pinnacle National Bank, N.A.	Article II (Merger Consideration)	Ryan Kowalski	July 22, 2023	Confirmed	Wire confirmations received for all five payment tranches; per-share closing cash $1.65
11	Founder Employment Agreements Executed — Employment agreements for all three Founder Earnout Participants executed and effective as of Closing	Article VI (Covenants)	Megan Chu	July 22, 2023	Confirmed	Subramaniam ($310,000/yr), Thornberry ($295,000/yr), Okonkwo ($280,000/yr); RSU grants of 50,000 each; earnout provisions cross-referenced
12	R&W Insurance Policy Bound — Buy-side R&W insurance policy from Pinnacle Investors Specialty Insurance Company in effect	Article VI / Side Agreement	Ryan Kowalski	July 22, 2023	Confirmed	Policy No. CSI-RWI-2023-07841; $8,000,000 limit; $550,000 retention; brokered by Ashgrove Equity Partners Risk Advisors, Inc.
13	Good Standing Certificates — Current certificates received for Codelaunch (DE and TX), Merger Sub (DE), and BCS (DE)	Article VII (Conditions)	Megan Chu	July 22, 2023	Confirmed	All dated within 10 days of Closing; Codelaunch DE file no. 7834219; Merger Sub DE file no. 7916483; BCS DE file no. 5928174
14	FIRPTA Certificate Delivered — Non-foreign status certification from Codelaunch Labs, Inc.	Article VII (Conditions)	Megan Chu	July 22, 2023	Confirmed	EIN 84-3291057; certifies Codelaunch is not a 'foreign person' under IRC § 1445
15	Indemnification Terms Confirmed — Indemnification cap of $7,700,000 (35% of $22,000,000); tipping basket of $220,000 (1% of $22,000,000); 18-month survival period expiring January 22, 2025; fundamental representations survive full statute-of-limitations period and are not subject to 35% cap	Article VIII (Indemnification)	Ryan Kowalski	July 22, 2023	Confirmed	Escrow fund ($2,200,000) serves as primary indemnification fund; claims beyond escrow but below cap may be pursued against Stockholder Representative
16	Earnout Provisions Confirmed — Maximum earnout of $3,300,000 (15% of $22,000,000); Milestone 1: ≥200 enterprise accounts by July 22, 2024 ($1,650,000); Milestone 2: ≥$8,000,000 ARR by July 22, 2025 ($1,650,000); payable to Founder Earnout Participants only; employment condition applies	Article II (Earnout)	Ryan Kowalski	July 22, 2023	Confirmed	Per-share max earnout $0.33; allocated pro rata among founders (Subramaniam 40%, Thornberry 34.29%, Okonkwo 25.71%); good-faith operation covenant by BCS confirmed

VERIFICATION STATUS SUMMARY

Confirmed	16
Exception Noted	0
N/A	0
Total Items	16

[sheet: Key Dates Summary]

Date	Event	Status
April 12, 2023	Calderwood & Harkness LLP engagement opened (Matter No. 1042-00004)	Completed
April 28, 2023	Non-binding Letter of Intent executed by BCS and Codelaunch	Completed
May 1, 2023	Due diligence period begins	Completed
May 26, 2023	Due diligence period ends	Completed
June 1, 2023	Agreement and Plan of Merger signed (Signing Date)	Completed
June 9, 2023	Written consent of Codelaunch stockholders obtained (DGCL § 228) — 92% approval	Completed
June 15, 2023	BCS DevTools Merger Sub, Inc. incorporated in Delaware	Completed
July 15, 2023	Good standing certificates obtained (Codelaunch, Merger Sub, BCS)	Completed
July 18, 2023	Certificate of Merger filed with Delaware Secretary of State	Completed
July 22, 2023	Closing Date / Effective Time of Merger; funds flow completed	Completed
July 22, 2024	Earnout Milestone 1 measurement date (≥200 enterprise accounts)	Upcoming
January 22, 2025	Escrow release date; expiration of 18-month survival period for representations and warranties	Upcoming
July 22, 2025	Earnout Milestone 2 measurement date (≥$8,000,000 ARR); end of 24-month earnout period	Upcoming

[sheet: Party & Contact Directory]

Role	Entity / Person	Contact Name	Title	Address
Buyer	Brightfield Cloud Services Inc.	Dominic Ferraro (CEO); Patricia Yun (CFO); Harold Ostrander (GC); Simone Lacroix (VP, Corp. Dev.)	Various	4200 Westgrove Boulevard, Suite 1100, Irving, TX 75038
Buyer's PE Sponsor	Thorngate Capital Partners, LP	Chicago, IL
Target	Codelaunch Labs, Inc.	Naveen Subramaniam (CEO); Elise Thornberry (CTO); Marcus Okonkwo (VP Engineering)	Various	1607 East 6th Street, Suite 300, Austin, TX 78702
Target Registered Agent	Capitol Registered Agents LLC	1209 Orange Street, Wilmington, DE 19801
Merger Sub	BCS DevTools Merger Sub, Inc.	c/o Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, DE 19801
Stockholder Representative	Naveen Subramaniam	Co-Founder & CEO of Codelaunch
Series A Investor	Ridgeway Ventures Fund II, LP
Buyer's Outside Counsel	Calderwood & Harkness LLP	Beatrice Holloway (Partner); James Prentice (Partner); Ryan Kowalski (Assoc.); Megan Chu (Assoc.)	Various	2000 McKinney Avenue, Suite 3400, Dallas, TX 75201
Seller's Outside Counsel	Caldwell, Raines & Fitch LLP	Geoffrey Aldrich (Partner); Dana Whitford (Assoc.)	Various	600 Congress Avenue, Suite 2200, Austin, TX 78701
Escrow Agent	Lone Star Trust Company, N.A.	Reginald Huang	VP, Escrow Services	500 West 5th Street, Suite 800, Austin, TX 78701
Paying Agent	Pinnacle National Bank, N.A.	301 Commerce Street, Suite 100, Fort Worth, TX 76102
Buyer's Accounting Advisor	Kerrigan & Pryce LLP	1700 Pacific Avenue, Suite 1500, Dallas, TX 75201
Seller's Investment Bank	Ashburn Park Capital LLC	Tara Novak	Managing Director	200 West 6th Street, Suite 600, Austin, TX 78701
R&W Insurance Broker	Ashgrove Equity Partners Risk Advisors, Inc.	Philip Graves	Senior Vice President	227 West Monroe Street, Suite 4100, Chicago, IL 60606
R&W Insurance Carrier	Pinnacle Investors Specialty Insurance Company
Buyer's Revolving Credit Lender	Granite Harbor Bank, N.A.	383 Madison Avenue, 12th Floor, New York, NY 10179

[sheet: Cover & Summary]
Field | Value
Document Title | Closing Checklist and Bringdown Verification Memorandum
Matter No. | 1042-00004
Client | Brightfield Cloud Services Inc.
Target | Codelaunch Labs, Inc.
Merger Sub | BCS DevTools Merger Sub, Inc.
Transaction | Acquisition of Codelaunch Labs, Inc. by Brightfield Cloud Services Inc. via forward merger under DGCL § 251
Aggregate Merger Consideration | $22,000,000
Signing Date | June 1, 2023
Closing Date / Effective Time | July 22, 2023
Prepared By | Megan Chu, Working Associate; Ryan Kowalski, Lead Associate
Supervised By | Beatrice Holloway, Responsible Partner
Firm | Calderwood & Harkness LLP
Firm Address | 2000 McKinney Avenue, Suite 3400, Dallas, TX 75201
Billing Partner | James Prentice
Buyer's Counsel | Calderwood & Harkness LLP
Seller's Counsel | Caldwell, Raines & Fitch LLP (Geoffrey Aldrich / Dana Whitford)
Escrow Agent | Lone Star Trust Company, N.A. (Reginald Huang)
Paying Agent | Pinnacle National Bank, N.A.
R&W Insurance Carrier | Pinnacle Investors Specialty Insurance Company (Policy No. CSI-RWI-2023-07841)
R&W Insurance Broker | Ashgrove Equity Partners Risk Advisors, Inc. (Philip Graves)
Seller's Investment Bank | Ashburn Park Capital LLC (Tara Novak)
Buyer's Accounting Advisor | Kerrigan & Pryce LLP
Buyer's Lender | Granite Harbor Bank, N.A.
Stockholder Representative | Naveen Subramaniam
Date of Memorandum | July 22, 2023
[sheet: Closing Checklist]
Item No. | Category | Deliverable Description | Responsible Party | Delivery Status | Date Completed | Notes / Cross-References
1 | Transaction Agreements | Agreement and Plan of Merger (Execution Version) — among Brightfield Cloud Services Inc., BCS DevTools Merger Sub, Inc., and Codelaunch Labs, Inc. | Calderwood & Harkness LLP / Caldwell, Raines & Fitch LLP | Delivered | June 1, 2023 | Signed by all parties; governs merger under DGCL § 251; aggregate consideration $22,000,000
2 | Transaction Agreements | Disclosure Schedules to Agreement and Plan of Merger — delivered by Codelaunch Labs, Inc. | Caldwell, Raines & Fitch LLP / Calderwood & Harkness LLP | Delivered | June 1, 2023 | Schedules covering capitalization (10,000,000 fully diluted shares), material contracts, IP, employees (38), litigation, tax, real property
3 | Transaction Agreements | Escrow Agreement — among Brightfield Cloud Services Inc., Naveen Subramaniam (as Stockholder Representative), and Lone Star Trust Company, N.A. | Calderwood & Harkness LLP | Delivered | July 22, 2023 | Escrow amount: $2,200,000; Account Ref. LSTC-ESC-2023-004417; release date January 22, 2025 (18 months post-Closing); contact: Reginald Huang
4 | Stockholder Approvals | Action by Written Consent of Stockholders of Codelaunch Labs, Inc. (DGCL § 228) | Caldwell, Raines & Fitch LLP | Delivered | June 9, 2023 | Executed by Naveen Subramaniam (2,800,000 shares / 28%), Elise Thornberry (2,400,000 shares / 24%), Marcus Okonkwo (1,800,000 shares / 18%), Ridgeway Ventures Fund II, LP (2,200,000 shares / 22%); collectively 92% of outstanding shares
5 | Corporate Filings | Certificate of Merger — BCS DevTools Merger Sub, Inc. (DE file no. 7916483) with and into Codelaunch Labs, Inc. (DE file no. 7834219), filed with Delaware Secretary of State | Calderwood & Harkness LLP | Delivered | July 18, 2023 | Merger Sub surviving; effective time July 22, 2023; references Agreement and Plan of Merger dated June 1, 2023
6 | Corporate Filings | Certificate of Formation — BCS DevTools Merger Sub, Inc. | Calderwood & Harkness LLP | Delivered | June 15, 2023 | Merger Sub incorporated in Delaware; DE file no. 7916483; EIN 93-1748206
7 | Closing Certificates — Target | Officer's Closing Certificate — Codelaunch Labs, Inc., executed by Naveen Subramaniam as CEO | Caldwell, Raines & Fitch LLP / Calderwood & Harkness LLP | Delivered | July 22, 2023 | Certifies accuracy of representations and warranties as of Closing Date, compliance with pre-closing covenants, absence of Material Adverse Effect, delivery of all required closing deliverables
8 | Closing Certificates — Buyer | Officer's Closing Certificate — Brightfield Cloud Services Inc. | Calderwood & Harkness LLP | Delivered | July 22, 2023 | Executed by Patricia Yun, CFO; certifies BCS's compliance with conditions to closing
9 | Closing Certificates — Merger Sub | Officer's Closing Certificate — BCS DevTools Merger Sub, Inc. | Calderwood & Harkness LLP | Delivered | July 22, 2023 | Certifies Merger Sub's compliance with conditions to closing
10 | Legal Opinions | Legal Opinion of Calderwood & Harkness LLP (Buyer's Counsel) — addressed to Codelaunch Labs, Inc. stockholders and Naveen Subramaniam as Stockholder Representative | Calderwood & Harkness LLP (Beatrice Holloway) | Delivered | July 22, 2023 | Opines on due organization and valid existence of Merger Sub under DE law, due authorization, execution, and delivery of Merger Agreement by BCS and Merger Sub, enforceability; subject to customary qualifications
11 | Legal Opinions | Legal Opinion of Caldwell, Raines & Fitch LLP (Seller's Counsel) — addressed to Brightfield Cloud Services Inc. | Caldwell, Raines & Fitch LLP (Geoffrey Aldrich) | Delivered | July 22, 2023 | Opines on due organization and valid existence of Codelaunch under DE law, due authorization and enforceability of Merger Agreement
12 | Employment & Retention Agreements | Employment Agreement — Naveen Subramaniam (Co-Founder & CEO of Codelaunch) | Calderwood & Harkness LLP | Delivered | July 22, 2023 | At-will, Texas law; base salary $310,000/yr; 50,000 RSUs under BCS 2021 Equity Incentive Plan (4-yr vest, 1-yr cliff); earnout cross-reference — Subramaniam share: $1,320,000 (40% of $3,300,000 max earnout)
13 | Employment & Retention Agreements | Employment Agreement — Elise Thornberry (Co-Founder & CTO of Codelaunch) | Calderwood & Harkness LLP | Delivered | July 22, 2023 | At-will, Texas law; base salary $295,000/yr; 50,000 RSUs under BCS 2021 Equity Incentive Plan (4-yr vest, 1-yr cliff); earnout cross-reference — Thornberry share: ~$1,131,570 (34.29% of $3,300,000 max earnout)
14 | Employment & Retention Agreements | Employment Agreement — Marcus Okonkwo (Co-Founder & VP Engineering of Codelaunch) | Calderwood & Harkness LLP | Delivered | July 22, 2023 | At-will, Texas law; base salary $280,000/yr; 50,000 RSUs under BCS 2021 Equity Incentive Plan (4-yr vest, 1-yr cliff); earnout cross-reference — Okonkwo share: ~$848,430 (25.71% of $3,300,000 max earnout)
15 | Tax Certificates | FIRPTA Certificate — Codelaunch Labs, Inc. (non-foreign status certification under IRC § 1445) | Caldwell, Raines & Fitch LLP | Delivered | July 22, 2023 | Certifies Codelaunch is not a foreign person; EIN 84-3291057
16 | Tax Certificates | IRS Form W-9 — Naveen Subramaniam | Caldwell, Raines & Fitch LLP | Delivered | July 22, 2023
17 | Tax Certificates | IRS Form W-9 — Elise Thornberry | Caldwell, Raines & Fitch LLP | Delivered | July 22, 2023
18 | Tax Certificates | IRS Form W-9 — Marcus Okonkwo | Caldwell, Raines & Fitch LLP | Delivered | July 22, 2023
19 | Tax Certificates | IRS Form W-9 — Ridgeway Ventures Fund II, LP | Caldwell, Raines & Fitch LLP | Delivered | July 22, 2023
20 | Good Standing Certificates | Certificate of Good Standing — Codelaunch Labs, Inc. from Delaware Secretary of State | Caldwell, Raines & Fitch LLP | Delivered | July 15, 2023 | DE file no. 7834219
21 | Good Standing Certificates | Certificate of Good Standing — Codelaunch Labs, Inc. from Texas Secretary of State (foreign qualification) | Caldwell, Raines & Fitch LLP | Delivered | July 15, 2023 | Principal office: 1607 East 6th Street, Suite 300, Austin, TX 78702
22 | Good Standing Certificates | Certificate of Good Standing — BCS DevTools Merger Sub, Inc. from Delaware Secretary of State | Calderwood & Harkness LLP | Delivered | July 15, 2023 | DE file no. 7916483
23 | Good Standing Certificates | Certificate of Good Standing — Brightfield Cloud Services Inc. from Delaware Secretary of State | Calderwood & Harkness LLP | Delivered | July 15, 2023 | DE file no. 5928174
24 | Secretary's Certificates | Secretary's Certificate — Codelaunch Labs, Inc. (attaching charter, bylaws, board/stockholder resolutions) | Caldwell, Raines & Fitch LLP | Delivered | July 22, 2023 | Certifies incumbency and authority of officers; attaches certificate of incorporation and bylaws
25 | Secretary's Certificates | Secretary's Certificate — Brightfield Cloud Services Inc. (attaching board resolutions authorizing merger and ancillary agreements) | Calderwood & Harkness LLP | Delivered | July 22, 2023 | Certifies board approval; signed by Harold Ostrander, General Counsel
26 | Secretary's Certificates | Secretary's Certificate — BCS DevTools Merger Sub, Inc. (attaching charter, bylaws, sole stockholder consent) | Calderwood & Harkness LLP | Delivered | July 22, 2023 | Sole stockholder: Brightfield Cloud Services Inc.
27 | Funds Flow & Payments | Closing Funds Flow Memorandum | Calderwood & Harkness LLP (Kowalski / Chu) | Delivered | July 22, 2023 | Sources: BCS cash on hand + draw on Granite Harbor Bank, N.A. $75M revolver ($28.4M drawn post-closing). Uses: $16,500,000 closing cash to stockholders, $2,200,000 to escrow (Lone Star Trust), $660,000 Ashburn Park advisory fee, transaction expenses. Paying agent: Pinnacle National Bank, N.A.
28 | Funds Flow & Payments | Wire Transfer Confirmations — Closing Cash Consideration to Stockholders via Pinnacle National Bank, N.A. | BCS / Pinnacle National Bank, N.A. | Delivered | July 22, 2023 | Subramaniam: $4,620,000; Thornberry: $3,960,000; Okonkwo: $2,970,000; Ridgeway Ventures Fund II, LP: $3,630,000; Angel/option holders: $1,320,000 (total: $16,500,000 = $1.65/share × 10,000,000 shares)
29 | Funds Flow & Payments | Wire Transfer Confirmation — Escrow Deposit to Lone Star Trust Company, N.A. | BCS / Lone Star Trust Company, N.A. | Delivered | July 22, 2023 | Amount: $2,200,000; Account Ref. LSTC-ESC-2023-004417
30 | Funds Flow & Payments | Wire Transfer Confirmation — Ashburn Park Capital LLC Advisory Fee | BCS | Delivered | July 22, 2023 | Amount: $660,000 (3% of $22,000,000 deal value)
31 | Payoff Letters | Payoff Letter — any existing Codelaunch indebtedness (if applicable) | Caldwell, Raines & Fitch LLP | Delivered | July 22, 2023 | Confirmed no material indebtedness requiring payoff at Closing
32 | R&W Insurance | Buy-Side Representations & Warranties Insurance Policy — Pinnacle Investors Specialty Insurance Company | Ashgrove Equity Partners Risk Advisors, Inc. (Philip Graves) / Calderwood & Harkness LLP | Delivered | July 22, 2023 | Policy No. CSI-RWI-2023-07841; $8,000,000 policy limit; $550,000 retention (SIR); estimated premium $240,000 paid by BCS
33 | Lender Matters | Revolver Draw Notice — Granite Harbor Bank, N.A. | BCS (Patricia Yun, CFO) | Delivered | July 22, 2023 | $75,000,000 committed revolver; $28,400,000 drawn post-closing (includes acquisition draw)
34 | Third-Party Consents | Consent of Capitol Registered Agents LLC to act as registered agent for Merger Sub | Calderwood & Harkness LLP | Delivered | June 15, 2023 | Registered office: 1209 Orange Street, Wilmington, DE 19801
35 | Miscellaneous | HSR Act Filing | N/A | N/A | N/A | Not required; transaction below HSR reporting threshold
36 | Miscellaneous | Resignations of Codelaunch Officers and Directors (effective as of Closing) | Caldwell, Raines & Fitch LLP | Delivered | July 22, 2023 | Resignations of pre-closing officers and directors of Codelaunch
DELIVERY STATUS SUMMARY
Delivered | 34
Pending | 0
N/A | 1
Total Items | 35
[sheet: Bringdown Verification]
Item No. | Bringdown Item | Merger Agreement Section Reference | Verified By | Verification Date | Status | Notes
1 | Accuracy of Target's Representations and Warranties — all representations and warranties of Codelaunch Labs, Inc. are true and correct in all material respects as of July 22, 2023 (subject to Material Adverse Effect qualifier) | Article III; Article VII (Conditions to Closing) | Ryan Kowalski / Megan Chu | July 22, 2023 | Confirmed | Verified via Officer's Closing Certificate executed by Naveen Subramaniam; no exceptions noted; confirmed no Material Adverse Effect
2 | Accuracy of Buyer's and Merger Sub's Representations and Warranties — all representations and warranties of Brightfield Cloud Services Inc. and BCS DevTools Merger Sub, Inc. are true and correct in all material respects as of July 22, 2023 | Article IV; Article VII (Conditions to Closing) | Ryan Kowalski / Megan Chu | July 22, 2023 | Confirmed | Verified via Officer's Closing Certificate executed by Patricia Yun on behalf of BCS and Merger Sub
3 | Compliance with Pre-Closing Covenants — Target has complied in all material respects with all covenants required to be performed prior to Closing | Article V; Article VII | Ryan Kowalski / Megan Chu | July 22, 2023 | Confirmed | Confirmed by Officer's Closing Certificate (Target) and due diligence update call with Caldwell, Raines & Fitch LLP
4 | Compliance with Pre-Closing Covenants — Buyer and Merger Sub have complied in all material respects with all covenants required to be performed prior to Closing | Article V; Article VII | Ryan Kowalski / Megan Chu | July 22, 2023 | Confirmed | Confirmed by BCS internal team (Simone Lacroix, VP Corporate Development) and Officer's Closing Certificate (Buyer)
5 | No Material Adverse Effect — No Material Adverse Effect has occurred with respect to Codelaunch Labs, Inc. since the Signing Date | Article VII (Condition to Buyer's Obligation) | Ryan Kowalski / Megan Chu | July 22, 2023 | Confirmed | Confirmed via Officer's Closing Certificate (Target) and verbal confirmation from Naveen Subramaniam
6 | No Injunction or Legal Proceeding — No order, injunction, or legal proceeding pending or threatened that would restrain or prohibit the consummation of the merger | Article VII | Ryan Kowalski | July 22, 2023 | Confirmed | Litigation docket search completed; no proceedings identified
7 | Required Consents and Approvals — All required third-party consents, governmental approvals, and filings have been obtained or made | Article VII | Megan Chu | July 22, 2023 | Confirmed | HSR filing not required (below threshold); written consent of stockholders obtained June 9, 2023 (92% approval); Certificate of Merger filed July 18, 2023 with Delaware Secretary of State
8 | Capitalization Verification — Fully diluted shares outstanding of Codelaunch confirmed at 10,000,000 shares as of Closing | Schedule — Capitalization | Megan Chu | July 22, 2023 | Confirmed | Subramaniam 2,800,000 (28%); Thornberry 2,400,000 (24%); Okonkwo 1,800,000 (18%); Ridgeway Ventures Fund II, LP 2,200,000 (22%); Angel/option holders 800,000 (8%)
9 | Escrow Deposit Confirmed — $2,200,000 deposited with Lone Star Trust Company, N.A. | Escrow Agreement | Megan Chu | July 22, 2023 | Confirmed | Wire confirmation received; Account Ref. LSTC-ESC-2023-004417; per-share escrow $0.22
10 | Closing Cash Consideration Disbursed — $16,500,000 disbursed to stockholders via Pinnacle National Bank, N.A. | Article II (Merger Consideration) | Ryan Kowalski | July 22, 2023 | Confirmed | Wire confirmations received for all five payment tranches; per-share closing cash $1.65
11 | Founder Employment Agreements Executed — Employment agreements for all three Founder Earnout Participants executed and effective as of Closing | Article VI (Covenants) | Megan Chu | July 22, 2023 | Confirmed | Subramaniam ($310,000/yr), Thornberry ($295,000/yr), Okonkwo ($280,000/yr); RSU grants of 50,000 each; earnout provisions cross-referenced
12 | R&W Insurance Policy Bound — Buy-side R&W insurance policy from Pinnacle Investors Specialty Insurance Company in effect | Article VI / Side Agreement | Ryan Kowalski | July 22, 2023 | Confirmed | Policy No. CSI-RWI-2023-07841; $8,000,000 limit; $550,000 retention; brokered by Ashgrove Equity Partners Risk Advisors, Inc.
13 | Good Standing Certificates — Current certificates received for Codelaunch (DE and TX), Merger Sub (DE), and BCS (DE) | Article VII (Conditions) | Megan Chu | July 22, 2023 | Confirmed | All dated within 10 days of Closing; Codelaunch DE file no. 7834219; Merger Sub DE file no. 7916483; BCS DE file no. 5928174
14 | FIRPTA Certificate Delivered — Non-foreign status certification from Codelaunch Labs, Inc. | Article VII (Conditions) | Megan Chu | July 22, 2023 | Confirmed | EIN 84-3291057; certifies Codelaunch is not a 'foreign person' under IRC § 1445
15 | Indemnification Terms Confirmed — Indemnification cap of $7,700,000 (35% of $22,000,000); tipping basket of $220,000 (1% of $22,000,000); 18-month survival period expiring January 22, 2025; fundamental representations survive full statute-of-limitations period and are not subject to 35% cap | Article VIII (Indemnification) | Ryan Kowalski | July 22, 2023 | Confirmed | Escrow fund ($2,200,000) serves as primary indemnification fund; claims beyond escrow but below cap may be pursued against Stockholder Representative
16 | Earnout Provisions Confirmed — Maximum earnout of $3,300,000 (15% of $22,000,000); Milestone 1: ≥200 enterprise accounts by July 22, 2024 ($1,650,000); Milestone 2: ≥$8,000,000 ARR by July 22, 2025 ($1,650,000); payable to Founder Earnout Participants only; employment condition applies | Article II (Earnout) | Ryan Kowalski | July 22, 2023 | Confirmed | Per-share max earnout $0.33; allocated pro rata among founders (Subramaniam 40%, Thornberry 34.29%, Okonkwo 25.71%); good-faith operation covenant by BCS confirmed
VERIFICATION STATUS SUMMARY
Confirmed | 16
Exception Noted | 0
N/A | 0
Total Items | 16
[sheet: Key Dates Summary]
Date | Event | Status
April 12, 2023 | Calderwood & Harkness LLP engagement opened (Matter No. 1042-00004) | Completed
April 28, 2023 | Non-binding Letter of Intent executed by BCS and Codelaunch | Completed
May 1, 2023 | Due diligence period begins | Completed
May 26, 2023 | Due diligence period ends | Completed
June 1, 2023 | Agreement and Plan of Merger signed (Signing Date) | Completed
June 9, 2023 | Written consent of Codelaunch stockholders obtained (DGCL § 228) — 92% approval | Completed
June 15, 2023 | BCS DevTools Merger Sub, Inc. incorporated in Delaware | Completed
July 15, 2023 | Good standing certificates obtained (Codelaunch, Merger Sub, BCS) | Completed
July 18, 2023 | Certificate of Merger filed with Delaware Secretary of State | Completed
July 22, 2023 | Closing Date / Effective Time of Merger; funds flow completed | Completed
July 22, 2024 | Earnout Milestone 1 measurement date (≥200 enterprise accounts) | Upcoming
January 22, 2025 | Escrow release date; expiration of 18-month survival period for representations and warranties | Upcoming
July 22, 2025 | Earnout Milestone 2 measurement date (≥$8,000,000 ARR); end of 24-month earnout period | Upcoming
[sheet: Party & Contact Directory]
Role | Entity / Person | Contact Name | Title | Address
Buyer | Brightfield Cloud Services Inc. | Dominic Ferraro (CEO); Patricia Yun (CFO); Harold Ostrander (GC); Simone Lacroix (VP, Corp. Dev.) | Various | 4200 Westgrove Boulevard, Suite 1100, Irving, TX 75038
Buyer's PE Sponsor | Thorngate Capital Partners, LP | Chicago, IL
Target | Codelaunch Labs, Inc. | Naveen Subramaniam (CEO); Elise Thornberry (CTO); Marcus Okonkwo (VP Engineering) | Various | 1607 East 6th Street, Suite 300, Austin, TX 78702
Target Registered Agent | Capitol Registered Agents LLC | 1209 Orange Street, Wilmington, DE 19801
Merger Sub | BCS DevTools Merger Sub, Inc. | c/o Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, DE 19801
Stockholder Representative | Naveen Subramaniam | Co-Founder & CEO of Codelaunch
Series A Investor | Ridgeway Ventures Fund II, LP
Buyer's Outside Counsel | Calderwood & Harkness LLP | Beatrice Holloway (Partner); James Prentice (Partner); Ryan Kowalski (Assoc.); Megan Chu (Assoc.) | Various | 2000 McKinney Avenue, Suite 3400, Dallas, TX 75201
Seller's Outside Counsel | Caldwell, Raines & Fitch LLP | Geoffrey Aldrich (Partner); Dana Whitford (Assoc.) | Various | 600 Congress Avenue, Suite 2200, Austin, TX 78701
Escrow Agent | Lone Star Trust Company, N.A. | Reginald Huang | VP, Escrow Services | 500 West 5th Street, Suite 800, Austin, TX 78701
Paying Agent | Pinnacle National Bank, N.A. | 301 Commerce Street, Suite 100, Fort Worth, TX 76102
Buyer's Accounting Advisor | Kerrigan & Pryce LLP | 1700 Pacific Avenue, Suite 1500, Dallas, TX 75201
Seller's Investment Bank | Ashburn Park Capital LLC | Tara Novak | Managing Director | 200 West 6th Street, Suite 600, Austin, TX 78701
R&W Insurance Broker | Ashgrove Equity Partners Risk Advisors, Inc. | Philip Graves | Senior Vice President | 227 West Monroe Street, Suite 4100, Chicago, IL 60606
R&W Insurance Carrier | Pinnacle Investors Specialty Insurance Company
Buyer's Revolving Credit Lender | Granite Harbor Bank, N.A. | 383 Madison Avenue, 12th Floor, New York, NY 10179

[sheet: Cover & Summary]

DELIVERY STATUS SUMMARY

VERIFICATION STATUS SUMMARY

Record

Parties

Dates

Amounts