[sheet: Cover & Summary]

Field	Value
Document Title	Closing Funds Flow Memorandum
Matter	Acquisition of Codelaunch Labs, Inc. by Brightfield Cloud Services Inc.
Matter No.	1042-00004
Prepared By	Ryan Kowalski, Lead Associate / Megan Chu, Working Associate — Calderwood & Harkness LLP
Reviewed By	Beatrice Holloway, Responsible Partner — Calderwood & Harkness LLP
Firm Address	2000 McKinney Avenue, Suite 3400, Dallas, TX 75201
Date	July 22, 2023
Closing Date / Effective Time	July 22, 2023
Transaction	Forward merger of BCS DevTools Merger Sub, Inc. with and into Codelaunch Labs, Inc. under DGCL § 251; Merger Sub surviving as wholly owned subsidiary of BCS
Aggregate Merger Consideration	$22,000,000
Buyer	Brightfield Cloud Services Inc. (EIN: 81-2045783; DE file no. 5928174)
Buyer Address	4200 Westgrove Boulevard, Suite 1100, Irving, TX 75038
Target	Codelaunch Labs, Inc. (EIN: 84-3291057; DE file no. 7834219)
Target Address	1607 East 6th Street, Suite 300, Austin, TX 78702
Merger Sub	BCS DevTools Merger Sub, Inc. (EIN: 93-1748206; DE file no. 7916483)
Stockholder Representative	Naveen Subramaniam
Paying Agent	Pinnacle National Bank, N.A.
Escrow Agent	Lone Star Trust Company, N.A.
Escrow Account Ref.	LSTC-ESC-2023-004417
Governing Law	Delaware
CONFIDENTIAL	Attorney Work Product — Privileged and Confidential

[sheet: Sources of Funds]

Line Item	Source Entity	Description	Amount	Notes
1	Brightfield Cloud Services Inc.	Cash on hand — available balance sheet cash	$5,375,000	Amount confirmed by BCS Treasury; residual after revolver draw
2	Granite Harbor Bank, N.A.	Draw on existing revolving credit facility ($75,000,000 committed revolver)	$15,225,000	Post-closing drawn balance: $28,400,000 (includes this acquisition draw plus prior draws)
TOTAL SOURCES	$20,600,000	Must equal Total Uses

[sheet: Uses of Funds]

Line No.	Category	Payee / Recipient	Description	Amount	Wire Destination	Notes
CLOSING CASH CONSIDERATION	Per-share closing cash: $1.65 × 10,000,000 shares	$16,500,000	Subtotal — Stockholder Payments
1	Stockholder Payment	Naveen Subramaniam	2,800,000 shares × $1.65/share (28%)	$4,620,000	Via Pinnacle National Bank, N.A. (Paying Agent)	Co-Founder & CEO; Stockholder Representative
2	Stockholder Payment	Elise Thornberry	2,400,000 shares × $1.65/share (24%)	$3,960,000	Via Pinnacle National Bank, N.A. (Paying Agent)	Co-Founder & CTO
3	Stockholder Payment	Marcus Okonkwo	1,800,000 shares × $1.65/share (18%)	$2,970,000	Via Pinnacle National Bank, N.A. (Paying Agent)	Co-Founder & VP Engineering
4	Stockholder Payment	Ridgeway Ventures Fund II, LP	2,200,000 shares × $1.65/share (22%)	$3,630,000	Via Pinnacle National Bank, N.A. (Paying Agent)	Series A investor
5	Stockholder Payment	Angel / Option Holders (various)	800,000 shares × $1.65/share (8%)	$1,320,000	Via Pinnacle National Bank, N.A. (Paying Agent)	Various angel investors and exercised-option holders; individual wire breakdown per Letter of Transmittal
ESCROW DEPOSIT	$2,200,000	Subtotal — Escrow
6	Escrow Deposit	Lone Star Trust Company, N.A.	Indemnification escrow per Escrow Agreement; Account Ref. LSTC-ESC-2023-004417	$2,200,000	Wire to Lone Star Trust Company, N.A., 500 West 5th Street, Suite 800, Austin, TX 78701	Release date: January 22, 2025 (18 months post-Closing), absent pending claims; subject to indemnification cap of $7,700,000 (35% of deal value)
ADVISORY & TRANSACTION FEES	$1,900,000	Subtotal — Fees & Expenses
7	Seller Advisory Fee	Ashburn Park Capital LLC	Seller's investment bank advisory fee (3% of $22,000,000)	$660,000	Wire to Ashburn Park Capital LLC, 200 West 6th Street, Suite 600, Austin, TX 78701	Per engagement letter between Codelaunch and Ashburn Park; payable from deal proceeds at Closing; contact: Tara Novak, Managing Director
8	Buyer Legal Fees (est.)	Calderwood & Harkness LLP	Buyer's outside counsel fees and expenses (estimated)	$425,000	Wire to Calderwood & Harkness LLP, 2000 McKinney Avenue, Suite 3400, Dallas, TX 75201	Final invoice to follow; estimate based on engagement scope
9	Seller Legal Fees (est.)	Caldwell, Raines & Fitch LLP	Seller's/target's outside counsel fees and expenses (estimated)	$310,000	Wire to Caldwell, Raines & Fitch LLP, 600 Congress Avenue, Suite 2200, Austin, TX 78701	Payable from seller proceeds; contact: Geoffrey Aldrich
10	Accounting / Diligence Advisory (est.)	Kerrigan & Pryce LLP	Buyer's financial diligence advisor fees (estimated)	$175,000	Wire to Kerrigan & Pryce LLP, 1700 Pacific Avenue, Suite 1500, Dallas, TX 75201	Final invoice to follow
11	R&W Insurance Premium (est.)	Pinnacle Investors Specialty Insurance Company	Buy-side R&W insurance premium; Policy No. CSI-RWI-2023-07841	$240,000	Per Ashgrove Equity Partners Risk Advisors, Inc. (broker; contact: Philip Graves)	~3% of $8,000,000 policy limit; $550,000 self-insured retention; paid by BCS
12	DE Secretary of State Filing Fee	State of Delaware	Certificate of Merger filing fee (filed July 18, 2023)	$2,000	Paid via counsel	Nominal amount
13	Miscellaneous Closing Costs (est.)	Various	Transfer taxes, courier, UCC searches, good standing certificates, etc.	$88,000	Various	Estimates; actual amounts TBD
TOTAL USES	$20,600,000	Must equal Total Sources

[sheet: Stockholder Detail]

Stockholder	Role	Shares Held	Ownership %	Per-Share Closing Cash	Closing Cash Payment	Per-Share Escrow Holdback	Escrow Holdback Amount	Per-Share Max Earnout	Max Earnout Amount	Earnout Eligible?	Earnout Allocation %	Total Maximum Consideration
Naveen Subramaniam	Co-Founder & CEO; Stockholder Rep.	2,800,000	28.00%	$1.65	$4,620,000	$0.22	$616,000	$0.33	$1,320,000	Yes — Founder Earnout Participant	40.00%	$6,556,000
Elise Thornberry	Co-Founder & CTO	2,400,000	24.00%	$1.65	$3,960,000	$0.22	$528,000	$0.33	$1,131,570	Yes — Founder Earnout Participant	34.29%	$5,619,570
Marcus Okonkwo	Co-Founder & VP Engineering	1,800,000	18.00%	$1.65	$2,970,000	$0.22	$396,000	$0.33	$848,430	Yes — Founder Earnout Participant	25.71%	$4,214,430
Ridgeway Ventures Fund II, LP	Series A Investor	2,200,000	22.00%	$1.65	$3,630,000	$0.22	$484,000	N/A	$0	No	N/A	$4,114,000
Angel / Option Holders (various)	Various	800,000	8.00%	$1.65	$1,320,000	$0.22	$176,000	N/A	$0	No	N/A	$1,496,000
TOTAL	10,000,000	100.00%	$16,500,000	$2,200,000	$3,300,000	$22,000,000

[sheet: Earnout Summary]

Item	Detail
Earnout Status at Closing	NOT funded at Closing; payable post-Closing upon milestone achievement
Maximum Earnout Consideration	$3,300,000 (15% of $22,000,000 aggregate merger consideration)
Earnout Period	24 months from Closing Date (July 22, 2023 through July 22, 2025)
Milestone 1	50% of earnout ($1,650,000): Codelaunch platform reaches ≥200 enterprise customer accounts by July 22, 2024
Milestone 2	50% of earnout ($1,650,000): Codelaunch platform generates ≥$8,000,000 ARR during 24-month earnout period, measured by July 22, 2025
Current ARR (at Signing)	~$4,800,000
Earnout Recipients	Naveen Subramaniam (40.00% = $1,320,000 max); Elise Thornberry (34.29% ≈ $1,131,570 max); Marcus Okonkwo (25.71% ≈ $848,430 max)
Employment Condition	Each Founder Earnout Participant must remain full-time employee of BCS through applicable milestone measurement date; voluntary departure or termination for Cause forfeits unpaid share (redistributed pro rata to remaining participants)
Good-Faith Operation Covenant	BCS covenants to operate Codelaunch product line in good faith and ordinary course; retains reasonable business discretion
Dispute Resolution	Any earnout milestone dispute subject to determination by independent accounting firm (Firth Corvinal CPAs LLP) whose determination shall be final and binding; costs split equally between parties

[sheet: Wire Instructions]

Line Ref.	Recipient	Role	Bank Name	Bank Address	ABA / Routing No.	Account No.	Account Name	Reference / Memo	Amount	Contact
W-1	Pinnacle National Bank, N.A. (Paying Agent)	Paying Agent — for distribution to Codelaunch stockholders	Pinnacle National Bank, N.A.	301 Commerce Street, Suite 100, Fort Worth, TX 76102	[ABA to be provided]	[Acct to be provided]	Pinnacle National Bank, N.A. — Paying Agent Account — BCS / Codelaunch Merger	Closing Cash Consideration — Codelaunch Labs Merger	$16,500,000	Pinnacle National Bank — Trust Department
W-2	Lone Star Trust Company, N.A. (Escrow Agent)	Escrow Agent — indemnification escrow deposit	Lone Star Trust Company, N.A.	500 West 5th Street, Suite 800, Austin, TX 78701	[ABA to be provided]	LSTC-ESC-2023-004417	Lone Star Trust Company, N.A. — Escrow Account — BCS / Codelaunch	Escrow Deposit — Agreement and Plan of Merger dated June 1, 2023	$2,200,000	Reginald Huang, VP, Escrow Services
W-3	Ashburn Park Capital LLC	Seller's Investment Bank — advisory fee	Ashburn Park Capital LLC	200 West 6th Street, Suite 600, Austin, TX 78701	[ABA to be provided]	[Acct to be provided]	Ashburn Park Capital LLC — Operating Account	Advisory Fee — Codelaunch Labs, Inc. Merger	$660,000	Tara Novak, Managing Director
W-4	Pinnacle Investors Specialty Insurance Company	R&W Insurance Carrier — premium payment	[Insurance carrier bank TBD]	[Address TBD]	[ABA to be provided]	[Acct to be provided]	Pinnacle Investors Specialty Insurance Company	R&W Insurance Premium — Policy No. CSI-RWI-2023-07841	$240,000	Philip Graves, Ashgrove Equity Partners Risk Advisors, Inc. (broker)
W-5	Calderwood & Harkness LLP	Buyer's Outside Counsel — legal fees	[Bank TBD]	2000 McKinney Avenue, Suite 3400, Dallas, TX 75201	[ABA to be provided]	[Acct to be provided]	Calderwood & Harkness LLP — Client Trust / Operating	Legal Fees — Matter No. 1042-00004	$425,000	Beatrice Holloway / James Prentice
W-6	Caldwell, Raines & Fitch LLP	Seller's Outside Counsel — legal fees	[Bank TBD]	600 Congress Avenue, Suite 2200, Austin, TX 78701	[ABA to be provided]	[Acct to be provided]	Caldwell, Raines & Fitch LLP — Client Trust / Operating	Legal Fees — Codelaunch Labs, Inc.	$310,000	Geoffrey Aldrich
W-7	Kerrigan & Pryce LLP	Buyer's Accounting / Diligence Advisor — fees	[Bank TBD]	1700 Pacific Avenue, Suite 1500, Dallas, TX 75201	[ABA to be provided]	[Acct to be provided]	Kerrigan & Pryce LLP — Operating Account	Diligence Advisory Fees — BCS / Codelaunch	$175,000	Kerrigan & Pryce LLP
W-8	State of Delaware	DE Secretary of State — filing fee	[N/A — paid via counsel]	[N/A]	[N/A]	[N/A]	[N/A]	Certificate of Merger Filing Fee	$2,000	Calderwood & Harkness LLP (on behalf of parties)
W-9	Various	Miscellaneous closing costs	Various	Various	Various	Various	Various	Miscellaneous Closing Costs — BCS / Codelaunch Merger	$88,000	Ryan Kowalski, Calderwood & Harkness LLP
TOTAL WIRES	$20,600,000	Must equal Total Sources and Total Uses

[sheet: Cover & Summary]
Field | Value
Document Title | Closing Funds Flow Memorandum
Matter | Acquisition of Codelaunch Labs, Inc. by Brightfield Cloud Services Inc.
Matter No. | 1042-00004
Prepared By | Ryan Kowalski, Lead Associate / Megan Chu, Working Associate — Calderwood & Harkness LLP
Reviewed By | Beatrice Holloway, Responsible Partner — Calderwood & Harkness LLP
Firm Address | 2000 McKinney Avenue, Suite 3400, Dallas, TX 75201
Date | July 22, 2023
Closing Date / Effective Time | July 22, 2023
Transaction | Forward merger of BCS DevTools Merger Sub, Inc. with and into Codelaunch Labs, Inc. under DGCL § 251; Merger Sub surviving as wholly owned subsidiary of BCS
Aggregate Merger Consideration | $22,000,000
Buyer | Brightfield Cloud Services Inc. (EIN: 81-2045783; DE file no. 5928174)
Buyer Address | 4200 Westgrove Boulevard, Suite 1100, Irving, TX 75038
Target | Codelaunch Labs, Inc. (EIN: 84-3291057; DE file no. 7834219)
Target Address | 1607 East 6th Street, Suite 300, Austin, TX 78702
Merger Sub | BCS DevTools Merger Sub, Inc. (EIN: 93-1748206; DE file no. 7916483)
Stockholder Representative | Naveen Subramaniam
Paying Agent | Pinnacle National Bank, N.A.
Escrow Agent | Lone Star Trust Company, N.A.
Escrow Account Ref. | LSTC-ESC-2023-004417
Governing Law | Delaware
CONFIDENTIAL | Attorney Work Product — Privileged and Confidential
[sheet: Sources of Funds]
Line Item | Source Entity | Description | Amount | Notes
1 | Brightfield Cloud Services Inc. | Cash on hand — available balance sheet cash | $5,375,000 | Amount confirmed by BCS Treasury; residual after revolver draw
2 | Granite Harbor Bank, N.A. | Draw on existing revolving credit facility ($75,000,000 committed revolver) | $15,225,000 | Post-closing drawn balance: $28,400,000 (includes this acquisition draw plus prior draws)
TOTAL SOURCES | $20,600,000 | Must equal Total Uses
[sheet: Uses of Funds]
Line No. | Category | Payee / Recipient | Description | Amount | Wire Destination | Notes
CLOSING CASH CONSIDERATION | Per-share closing cash: $1.65 × 10,000,000 shares | $16,500,000 | Subtotal — Stockholder Payments
1 | Stockholder Payment | Naveen Subramaniam | 2,800,000 shares × $1.65/share (28%) | $4,620,000 | Via Pinnacle National Bank, N.A. (Paying Agent) | Co-Founder & CEO; Stockholder Representative
2 | Stockholder Payment | Elise Thornberry | 2,400,000 shares × $1.65/share (24%) | $3,960,000 | Via Pinnacle National Bank, N.A. (Paying Agent) | Co-Founder & CTO
3 | Stockholder Payment | Marcus Okonkwo | 1,800,000 shares × $1.65/share (18%) | $2,970,000 | Via Pinnacle National Bank, N.A. (Paying Agent) | Co-Founder & VP Engineering
4 | Stockholder Payment | Ridgeway Ventures Fund II, LP | 2,200,000 shares × $1.65/share (22%) | $3,630,000 | Via Pinnacle National Bank, N.A. (Paying Agent) | Series A investor
5 | Stockholder Payment | Angel / Option Holders (various) | 800,000 shares × $1.65/share (8%) | $1,320,000 | Via Pinnacle National Bank, N.A. (Paying Agent) | Various angel investors and exercised-option holders; individual wire breakdown per Letter of Transmittal
ESCROW DEPOSIT | $2,200,000 | Subtotal — Escrow
6 | Escrow Deposit | Lone Star Trust Company, N.A. | Indemnification escrow per Escrow Agreement; Account Ref. LSTC-ESC-2023-004417 | $2,200,000 | Wire to Lone Star Trust Company, N.A., 500 West 5th Street, Suite 800, Austin, TX 78701 | Release date: January 22, 2025 (18 months post-Closing), absent pending claims; subject to indemnification cap of $7,700,000 (35% of deal value)
ADVISORY & TRANSACTION FEES | $1,900,000 | Subtotal — Fees & Expenses
7 | Seller Advisory Fee | Ashburn Park Capital LLC | Seller's investment bank advisory fee (3% of $22,000,000) | $660,000 | Wire to Ashburn Park Capital LLC, 200 West 6th Street, Suite 600, Austin, TX 78701 | Per engagement letter between Codelaunch and Ashburn Park; payable from deal proceeds at Closing; contact: Tara Novak, Managing Director
8 | Buyer Legal Fees (est.) | Calderwood & Harkness LLP | Buyer's outside counsel fees and expenses (estimated) | $425,000 | Wire to Calderwood & Harkness LLP, 2000 McKinney Avenue, Suite 3400, Dallas, TX 75201 | Final invoice to follow; estimate based on engagement scope
9 | Seller Legal Fees (est.) | Caldwell, Raines & Fitch LLP | Seller's/target's outside counsel fees and expenses (estimated) | $310,000 | Wire to Caldwell, Raines & Fitch LLP, 600 Congress Avenue, Suite 2200, Austin, TX 78701 | Payable from seller proceeds; contact: Geoffrey Aldrich
10 | Accounting / Diligence Advisory (est.) | Kerrigan & Pryce LLP | Buyer's financial diligence advisor fees (estimated) | $175,000 | Wire to Kerrigan & Pryce LLP, 1700 Pacific Avenue, Suite 1500, Dallas, TX 75201 | Final invoice to follow
11 | R&W Insurance Premium (est.) | Pinnacle Investors Specialty Insurance Company | Buy-side R&W insurance premium; Policy No. CSI-RWI-2023-07841 | $240,000 | Per Ashgrove Equity Partners Risk Advisors, Inc. (broker; contact: Philip Graves) | ~3% of $8,000,000 policy limit; $550,000 self-insured retention; paid by BCS
12 | DE Secretary of State Filing Fee | State of Delaware | Certificate of Merger filing fee (filed July 18, 2023) | $2,000 | Paid via counsel | Nominal amount
13 | Miscellaneous Closing Costs (est.) | Various | Transfer taxes, courier, UCC searches, good standing certificates, etc. | $88,000 | Various | Estimates; actual amounts TBD
TOTAL USES | $20,600,000 | Must equal Total Sources
[sheet: Stockholder Detail]
Stockholder | Role | Shares Held | Ownership % | Per-Share Closing Cash | Closing Cash Payment | Per-Share Escrow Holdback | Escrow Holdback Amount | Per-Share Max Earnout | Max Earnout Amount | Earnout Eligible? | Earnout Allocation % | Total Maximum Consideration
Naveen Subramaniam | Co-Founder & CEO; Stockholder Rep. | 2,800,000 | 28.00% | $1.65 | $4,620,000 | $0.22 | $616,000 | $0.33 | $1,320,000 | Yes — Founder Earnout Participant | 40.00% | $6,556,000
Elise Thornberry | Co-Founder & CTO | 2,400,000 | 24.00% | $1.65 | $3,960,000 | $0.22 | $528,000 | $0.33 | $1,131,570 | Yes — Founder Earnout Participant | 34.29% | $5,619,570
Marcus Okonkwo | Co-Founder & VP Engineering | 1,800,000 | 18.00% | $1.65 | $2,970,000 | $0.22 | $396,000 | $0.33 | $848,430 | Yes — Founder Earnout Participant | 25.71% | $4,214,430
Ridgeway Ventures Fund II, LP | Series A Investor | 2,200,000 | 22.00% | $1.65 | $3,630,000 | $0.22 | $484,000 | N/A | $0 | No | N/A | $4,114,000
Angel / Option Holders (various) | Various | 800,000 | 8.00% | $1.65 | $1,320,000 | $0.22 | $176,000 | N/A | $0 | No | N/A | $1,496,000
TOTAL | 10,000,000 | 100.00% | $16,500,000 | $2,200,000 | $3,300,000 | $22,000,000
[sheet: Earnout Summary]
Item | Detail
Earnout Status at Closing | NOT funded at Closing; payable post-Closing upon milestone achievement
Maximum Earnout Consideration | $3,300,000 (15% of $22,000,000 aggregate merger consideration)
Earnout Period | 24 months from Closing Date (July 22, 2023 through July 22, 2025)
Milestone 1 | 50% of earnout ($1,650,000): Codelaunch platform reaches ≥200 enterprise customer accounts by July 22, 2024
Milestone 2 | 50% of earnout ($1,650,000): Codelaunch platform generates ≥$8,000,000 ARR during 24-month earnout period, measured by July 22, 2025
Current ARR (at Signing) | ~$4,800,000
Earnout Recipients | Naveen Subramaniam (40.00% = $1,320,000 max); Elise Thornberry (34.29% ≈ $1,131,570 max); Marcus Okonkwo (25.71% ≈ $848,430 max)
Employment Condition | Each Founder Earnout Participant must remain full-time employee of BCS through applicable milestone measurement date; voluntary departure or termination for Cause forfeits unpaid share (redistributed pro rata to remaining participants)
Good-Faith Operation Covenant | BCS covenants to operate Codelaunch product line in good faith and ordinary course; retains reasonable business discretion
Dispute Resolution | Any earnout milestone dispute subject to determination by independent accounting firm (Firth Corvinal CPAs LLP) whose determination shall be final and binding; costs split equally between parties
[sheet: Wire Instructions]
Line Ref. | Recipient | Role | Bank Name | Bank Address | ABA / Routing No. | Account No. | Account Name | Reference / Memo | Amount | Contact
W-1 | Pinnacle National Bank, N.A. (Paying Agent) | Paying Agent — for distribution to Codelaunch stockholders | Pinnacle National Bank, N.A. | 301 Commerce Street, Suite 100, Fort Worth, TX 76102 | [ABA to be provided] | [Acct to be provided] | Pinnacle National Bank, N.A. — Paying Agent Account — BCS / Codelaunch Merger | Closing Cash Consideration — Codelaunch Labs Merger | $16,500,000 | Pinnacle National Bank — Trust Department
W-2 | Lone Star Trust Company, N.A. (Escrow Agent) | Escrow Agent — indemnification escrow deposit | Lone Star Trust Company, N.A. | 500 West 5th Street, Suite 800, Austin, TX 78701 | [ABA to be provided] | LSTC-ESC-2023-004417 | Lone Star Trust Company, N.A. — Escrow Account — BCS / Codelaunch | Escrow Deposit — Agreement and Plan of Merger dated June 1, 2023 | $2,200,000 | Reginald Huang, VP, Escrow Services
W-3 | Ashburn Park Capital LLC | Seller's Investment Bank — advisory fee | Ashburn Park Capital LLC | 200 West 6th Street, Suite 600, Austin, TX 78701 | [ABA to be provided] | [Acct to be provided] | Ashburn Park Capital LLC — Operating Account | Advisory Fee — Codelaunch Labs, Inc. Merger | $660,000 | Tara Novak, Managing Director
W-4 | Pinnacle Investors Specialty Insurance Company | R&W Insurance Carrier — premium payment | [Insurance carrier bank TBD] | [Address TBD] | [ABA to be provided] | [Acct to be provided] | Pinnacle Investors Specialty Insurance Company | R&W Insurance Premium — Policy No. CSI-RWI-2023-07841 | $240,000 | Philip Graves, Ashgrove Equity Partners Risk Advisors, Inc. (broker)
W-5 | Calderwood & Harkness LLP | Buyer's Outside Counsel — legal fees | [Bank TBD] | 2000 McKinney Avenue, Suite 3400, Dallas, TX 75201 | [ABA to be provided] | [Acct to be provided] | Calderwood & Harkness LLP — Client Trust / Operating | Legal Fees — Matter No. 1042-00004 | $425,000 | Beatrice Holloway / James Prentice
W-6 | Caldwell, Raines & Fitch LLP | Seller's Outside Counsel — legal fees | [Bank TBD] | 600 Congress Avenue, Suite 2200, Austin, TX 78701 | [ABA to be provided] | [Acct to be provided] | Caldwell, Raines & Fitch LLP — Client Trust / Operating | Legal Fees — Codelaunch Labs, Inc. | $310,000 | Geoffrey Aldrich
W-7 | Kerrigan & Pryce LLP | Buyer's Accounting / Diligence Advisor — fees | [Bank TBD] | 1700 Pacific Avenue, Suite 1500, Dallas, TX 75201 | [ABA to be provided] | [Acct to be provided] | Kerrigan & Pryce LLP — Operating Account | Diligence Advisory Fees — BCS / Codelaunch | $175,000 | Kerrigan & Pryce LLP
W-8 | State of Delaware | DE Secretary of State — filing fee | [N/A — paid via counsel] | [N/A] | [N/A] | [N/A] | [N/A] | Certificate of Merger Filing Fee | $2,000 | Calderwood & Harkness LLP (on behalf of parties)
W-9 | Various | Miscellaneous closing costs | Various | Various | Various | Various | Various | Miscellaneous Closing Costs — BCS / Codelaunch Merger | $88,000 | Ryan Kowalski, Calderwood & Harkness LLP
TOTAL WIRES | $20,600,000 | Must equal Total Sources and Total Uses

[sheet: Cover & Summary]

Record

Parties

Dates

Amounts