[sheet: Signing Checklist]

Item No.	Deliverable Description	Agreement Reference	Responsible Party	Responsible Attorney / Contact	Due Date	Status	Date Completed	Notes
1	Execution Version — OEM Reseller Agreement between Brightfield Cloud Services Inc. (Licensor) and Vantage Industrial Solutions, LLC (Reseller)	Main Agreement	Calderwood & Harkness LLP / Lattimore, Parish & Keene LLP	Robert Jansen (C&H); Thomas Ellsworth (LP&K)	February 20, 2026	Pending	Final redline delivered by C&H on February 12, 2026; outstanding issues call scheduled for February 14, 2026. Execution version to be conformed following resolution of open points. Governed by State of Delaware law. Total deal value: $15,000,000 (MAC $5,000,000/yr × 3 years).
2	Exhibit A — Licensed Technology Specifications (BrightEdge IoT Platform: SaaS subscription software, BrightEdge Edge Firmware, and BCS Model BE-400 and BE-600 sensor hardware modules)	Exhibit A to Agreement	BCS (Sandra Trejo, VP, Product Engineering)	Amy Chesterton (C&H)	February 18, 2026	Pending	BCS Product Engineering to finalize technical specifications for BrightEdge platform version 4.2, including cloud-hosted analytics/dashboard, edge-computing firmware, and hardware module specs. To be reviewed by Priya Narasimhan (BCS GC) before attachment.
3	Exhibit B — Hardware Pricing Schedule (BE-400 at $185/unit; BE-600 at $340/unit; FOB Austin, TX)	Exhibit B to Agreement	BCS (Connor Whitfield, VP, Business Development)	Amy Chesterton (C&H)	February 18, 2026	Complete	February 10, 2026	Pricing confirmed per executed term sheet dated December 19, 2025. Includes volume discount tier: 6% discount on all hardware purchases above $7,500,000 annual threshold. Renewal term pricing subject to 4% annual MAC escalator.
4	Exhibit C — Territory Map (United States and Canada)	Exhibit C to Agreement	BCS	Amy Chesterton (C&H)	February 18, 2026	Complete	January 6, 2026	Non-exclusive territory; Limited Exclusivity Covenant: BCS will not appoint more than 4 additional OEM resellers in the industrial automation vertical within the Territory during the initial 3-year term.
5	Exhibit D — BCS Trademark and Brand-Use Guidelines (including "BrightEdge" mark and BCS logo)	Exhibit D to Agreement	BCS (Priya Narasimhan, General Counsel)	Amy Chesterton (C&H)	February 18, 2026	Pending	Limited, non-transferable, royalty-free trademark license to Vantage solely for marketing and resale of Licensed Technology in the Territory. BCS retains all right, title, and interest in all trademarks and derivatives.
6	Exhibit E — Three-Party Source Code Escrow Agreement (Depositor: Brightfield Cloud Services Inc.; Beneficiary: Vantage Industrial Solutions, LLC; Escrow Agent: Pinnacle Escrow Services, Inc.)	Exhibit E to Agreement	Calderwood & Harkness LLP / Pinnacle Escrow Services, Inc.	Amy Chesterton (C&H); Rafael Dominguez (Pinnacle Escrow)	February 18, 2026	Pending	Covers deposit of BrightEdge source code (platform version 4.2 and subsequent updates). Release conditions: (a) BCS ceases business operations; (b) BCS files for bankruptcy; (c) BCS materially fails to maintain or support the software for more than 120 consecutive days after written notice. Change of control of BCS NOT included as a release trigger per BCS's position. Pinnacle Escrow: 2300 Clarendon Blvd., Suite 410, Arlington, VA 22201. Governed by Delaware law.
7	Officer's Certificate — Brightfield Cloud Services Inc. (certificate of authority and due authorization)	Closing Deliverable	BCS (Martin Lacroix, CEO)	Robert Jansen (C&H)	February 20, 2026	Pending	Certifies BCS is duly organized and in good standing under the laws of Delaware; execution and delivery of the OEM Reseller Agreement duly authorized by all necessary corporate action; signatory duly authorized. To be executed by Martin Lacroix, CEO. BCS: Delaware corporation, EIN 84-3297615, HQ at 4100 Esperanza Boulevard, Suite 800, Austin, TX 78746.
8	Officer's Certificate — Vantage Industrial Solutions, LLC (certificate of authority and due authorization)	Closing Deliverable	Vantage (Gregory Harmon, CEO)	Thomas Ellsworth (LP&K)	February 20, 2026	Outstanding	LP&K to prepare; to be executed by Gregory Harmon, CEO. Vantage: Delaware LLC, EIN 31-4458720, principal office at 7755 Commerce Park Drive, Solon, OH 44139. Majority-owned by Harmon Family Holdings, LLC with minority holdings by Velthorn Bridge Capital, LLC.
9	Certificate of Good Standing — Brightfield Cloud Services Inc. (State of Delaware, Secretary of State)	Closing Deliverable	BCS	Amy Chesterton (C&H)	February 18, 2026	Pending	To be obtained from Delaware Secretary of State. BCS registered agent: Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801.
10	Certificate of Good Standing — Vantage Industrial Solutions, LLC (State of Delaware, Secretary of State)	Closing Deliverable	Vantage	Jennifer Murata (LP&K)	February 18, 2026	Outstanding	To be obtained from Delaware Secretary of State. Vantage registered agent: Keystone Corporate Services, LLC, 850 New Burton Road, Suite 201, Dover, DE 19904.
11a	Insurance Certificate — Brightfield Cloud Services Inc. (Commercial General Liability: not less than $5,000,000 per occurrence; Technology E&O: not less than $10,000,000 per claim)	Section 16.1 of Agreement	BCS	Amy Chesterton (C&H)	February 18, 2026	Pending	Carrier: Meridian Mutual Insurance Company. Certificate must evidence CGL limits of $5,000,000/occurrence and Tech E&O limits of $10,000,000/claim, each in compliance with Section 16.1.
11b	Insurance Certificate — Vantage Industrial Solutions, LLC (Commercial General Liability: not less than $5,000,000 per occurrence; Product Liability: not less than $10,000,000 aggregate)	Section 16.2 of Agreement	Vantage	Thomas Ellsworth (LP&K)	February 18, 2026	Outstanding	Carrier: Ironclad Specialty Underwriters, Inc. Certificate must evidence CGL limits of $5,000,000/occurrence and product liability of $10,000,000 aggregate, each in compliance with Section 16.2.
12	Wire Instructions — Upfront License Fee ($750,000, non-refundable, credited against Year 1 MAC)	Section 5.1 of Agreement	BCS (accounts receivable) / Vantage (accounts payable)	Amy Chesterton (C&H); Derek Yun (Vantage)	February 20, 2026	Pending	Upfront License Fee of $750,000 due within 10 business days of execution (due date: March 6, 2026). Credited against Year 1 Minimum Annual Commitment; Year 1 net remaining MAC obligation: $4,250,000 ($5,000,000 − $750,000). BCS to provide wire instructions at or prior to signing.

[sheet: Key Deal Parameters]

Parameter	Value
Matter Name	OEM Reseller Agreement — Brightfield Cloud Services Inc. / Vantage Industrial Solutions, LLC
C&H Engagement No.	1042-00005
Licensor (Our Client)	Brightfield Cloud Services Inc. (Delaware corp.; HQ: 4100 Esperanza Boulevard, Suite 800, Austin, TX 78746)
Licensor EIN	84-3297615
Licensor CEO	Martin Lacroix
Licensor General Counsel	Priya Narasimhan
Licensor VP, Business Development	Connor Whitfield
Licensor VP, Product Engineering	Sandra Trejo
Sponsor / Portfolio Owner	Veltrano Capital Partners Fund IV, L.P. (~68% equity in BCS); GP: Veltrano Capital GP IV, LLC; 200 West Randolph Street, 35th Floor, Chicago, IL 60606
Veltrano Managing Partner	Helena Forsythe
Veltrano Deal Partner / Board Observer	Nathaniel Burgess
Reseller (Counterparty)	Vantage Industrial Solutions, LLC (Delaware LLC; Principal Office: 7755 Commerce Park Drive, Solon, OH 44139)
Reseller EIN	31-4458720
Reseller CEO	Gregory Harmon
Reseller General Counsel	Laura Pentland
Reseller VP, Supply Chain & Procurement	Derek Yun
Reseller Ownership	Majority: Harmon Family Holdings, LLC; Minority: Velthorn Bridge Capital, LLC
Client's Outside Counsel	Calderwood & Harkness LLP, 1700 Pacific Avenue, Suite 4200, Dallas, TX 75201
C&H Responsible Partner	Douglas Fairchild (Real Estate)
C&H Billing Partner	Angela Fontaine (Real Estate)
C&H Lead Associate	Robert Jansen (Tax)
C&H Working Associate	Amy Chesterton (Bankruptcy & Restructuring; seconded for commercial contract support)
Counterparty's Outside Counsel	Lattimore, Parish & Keene LLP, 600 Superior Avenue East, Suite 1700, Cleveland, OH 44114
LP&K Lead Partner	Thomas Ellsworth (Technology Transactions)

LP&K Associate	Jennifer Murata
Source Code Escrow Agent	Pinnacle Escrow Services, Inc., 2300 Clarendon Blvd., Suite 410, Arlington, VA 22201 (Acct. Mgr.: Rafael Dominguez)
BCS Independent Auditor	Whitmore & Callahan, LLP, 919 Congress Avenue, Suite 1500, Austin, TX 78701
Licensed Technology	BrightEdge IoT Platform (SaaS analytics, Edge Firmware, BE-400 and BE-600 hardware modules); Platform Version 4.2
Agreement Type	OEM Reseller Agreement (Technology Transactions)
Governing Law	State of Delaware
Dispute Resolution	Binding arbitration (AAA), seated in Wilmington, DE; expedited procedures for disputes under $500,000
Total Deal Value	$15,000,000 (MAC $5,000,000/yr × 3 years)
Minimum Annual Commitment (MAC)	$5,000,000/year (fixed for initial 3-year term)
Upfront License Fee	$750,000 (non-refundable; credited against Year 1 MAC)
Year 1 Net Remaining MAC	$4,250,000 ($5,000,000 − $750,000)
BE-400 Unit Price	$185/unit (FOB Austin, TX)
BE-600 Unit Price	$340/unit (FOB Austin, TX)
Software Royalty Rate	18% of Vantage net resale price (quarterly in arrears)
Volume discount Threshold	$7,500,000/year; 6% discount on hardware above threshold
Payment Terms	Net 30 days; late interest: lesser of 1.5%/month or DE statutory maximum
Renewal MAC Escalator	4%/year (Yr 4: $5,200,000; Yr 5: $5,408,000)
IP Indemnity Cap (BCS → Vantage)	$15,000,000 (100% of deal value)
General Liability Cap (each party)	$7,500,000 (50% of deal value)
BCS CGL Minimum / Tech E&O Minimum	$5,000,000/occurrence (CGL); $10,000,000/claim (Tech E&O) — Carrier: Meridian Mutual Insurance Company
Vantage CGL Minimum / Product Liability Minimum	$5,000,000/occurrence (CGL); $10,000,000 aggregate (Product Liability) — Carrier: Ironclad Specialty Underwriters, Inc.
Territory	United States and Canada (non-exclusive; Limited Exclusivity Covenant: max 4 additional OEM resellers in industrial automation vertical)
Initial Term	3 years: February 20, 2026 through February 19, 2029
Renewal	Automatic 1-year renewals; 90 days' non-renewal notice
Termination for Cause Cure Period	30 days (material breach); 15 days (payment default)

Termination for Convenience	180 days' notice after first anniversary; pro-rata MAC shortfall applies ($5,000,000 × elapsed days / 365)
Source Code Escrow Release Triggers	(a) BCS ceases operations; (b) BCS bankruptcy filing; (c) 120 consecutive days' maintenance failure after written notice. Change of control NOT included.
BCS Approximate ARR	$62,000,000
BCS Approximate Headcount	~320
Vantage Approximate Revenue (FY 2024)	~$310,000,000
Vantage Approximate Headcount	~1,200
Veltrano Fund IV AUM	$1,400,000,000

[sheet: Timeline]

Date	Event	Responsible Party	Status	Notes
December 8, 2025	C&H engagement opened (Engagement No. 1042-00005)	Calderwood & Harkness LLP	Complete	Engagement letter to Priya Narasimhan, BCS GC; Responsible Partner: Douglas Fairchild; Billing Partner: Angela Fontaine
December 19, 2025	Non-binding term sheet executed by BCS and Vantage	Connor Whitfield (BCS) / Derek Yun (Vantage)	Complete	Principal commercial terms agreed: 3-yr term, $5M/yr MAC, $750K upfront, 18% royalty, BE-400/BE-600 pricing
January 6, 2026	First draft of OEM Reseller Agreement circulated by C&H	Calderwood & Harkness LLP	Complete	Prepared on behalf of BCS as licensor
January 17, 2026	Vantage's first markup received from Lattimore, Parish & Keene LLP	Lattimore, Parish & Keene LLP	Complete	Redline received from Thomas Ellsworth / Jennifer Murata
January 29, 2026	C&H counter-redline delivered	Calderwood & Harkness LLP	Complete	Addressed audit rights, non-compete scope, liability carve-outs, MAC shortfall, escrow triggers
February 5, 2026	Vantage's second markup received from LP&K	Lattimore, Parish & Keene LLP	Complete
February 12, 2026	C&H final redline delivered	Calderwood & Harkness LLP	Complete	Current operative draft; five open issues remain for resolution
February 14, 2026	Outstanding issues call (BCS / Vantage principals + counsel)	All parties	Upcoming	Five open negotiation points: audit rights (§8.4), non-compete (§12.2), consequential damages carve-outs (§14.3), MAC shortfall pro-ration (§5.6), source code escrow change-of-control trigger (Exh. E)
February 18, 2026	Deadline for receipt of all closing deliverables (exhibits, certificates, insurance certs)	All parties	Upcoming	See Signing Checklist tab for item-level status
February 20, 2026	Target execution / signing date	BCS (Martin Lacroix) / Vantage (Gregory Harmon)	Upcoming	Effective Date of OEM Reseller Agreement; Initial Term commences
March 6, 2026	Upfront License Fee due ($750,000)	Vantage	Upcoming	Due within 10 business days of execution; non-refundable; credited against Year 1 MAC (net remaining: $4,250,000)
February 19, 2029	End of Initial Term (3-year term)	Both parties	Upcoming	Auto-renews for successive 1-year periods unless 90 days' non-renewal notice given

[sheet: Open Issues Tracker]

Issue No.	Agreement Section	Issue Description	Vantage Position	BCS Position / C&H Recommendation	Status	Resolution Date	Notes
1	Section 8.4 — Audit Rights	Frequency of BCS's right to audit Vantage's resale records	Biennial audits	Annual audits with 30 days' prior written notice (hold firm)	Open	LP&K informally indicated Vantage may concede on this point
2	Section 12.2 — Non-Compete / Competing Product Definition	Scope of "Competing Product" definition	Exclude legacy SCADA-only analytics from definition of Competing Product	Accept SCADA-only carve-out, but carve-out must exclude any product incorporating cloud-based IoT functionality	Open	BCS conditionally agreed to narrowing; carve-out language in final redline
3	Section 14.3 — Limitation of Liability Carve-Outs (Consequential Damages Waiver)	Whether breach of confidentiality remains as an exception to the mutual consequential damages waiver	Remove "breach of confidentiality" from the carve-out to the consequential damages exclusion	Reject — breach of confidentiality must remain as a carve-out alongside IP indemnity and willful misconduct	Open	LP&K informally indicated Vantage may concede on this point; C&H rejected Vantage's proposal in both counter-redline and final redline
4	Section 5.6 — MAC Shortfall Mechanism (Termination for Convenience)	Whether MAC shortfall is pro-rated upon mid-year termination for convenience	Pro-rate MAC shortfall based on elapsed days in the contract year	Accept pro-rata calculation: MAC × (elapsed days / 365). Example: termination on day 200 → $5,000,000 × (200/365) = $2,739,726 pro-rated MAC	Open	BCS agreed to Vantage's proposal; day-count formula included in final redline
5	Exhibit E — Source Code Escrow Release Triggers	Whether change of control of BCS should be added as a release condition	Add "change of control of BCS" as a fourth release trigger for source code escrow	Reject — release conditions limited to: (a) cessation of operations, (b) bankruptcy filing, (c) 120 consecutive days' maintenance failure after written notice	Open	BCS continues to reject; Pinnacle Escrow Agreement draft does not include change-of-control trigger

[sheet: Signing Checklist]
Item No. | Deliverable Description | Agreement Reference | Responsible Party | Responsible Attorney / Contact | Due Date | Status | Date Completed | Notes
1 | Execution Version — OEM Reseller Agreement between Brightfield Cloud Services Inc. (Licensor) and Vantage Industrial Solutions, LLC (Reseller) | Main Agreement | Calderwood & Harkness LLP / Lattimore, Parish & Keene LLP | Robert Jansen (C&H); Thomas Ellsworth (LP&K) | February 20, 2026 | Pending | Final redline delivered by C&H on February 12, 2026; outstanding issues call scheduled for February 14, 2026. Execution version to be conformed following resolution of open points. Governed by State of Delaware law. Total deal value: $15,000,000 (MAC $5,000,000/yr × 3 years).
2 | Exhibit A — Licensed Technology Specifications (BrightEdge IoT Platform: SaaS subscription software, BrightEdge Edge Firmware, and BCS Model BE-400 and BE-600 sensor hardware modules) | Exhibit A to Agreement | BCS (Sandra Trejo, VP, Product Engineering) | Amy Chesterton (C&H) | February 18, 2026 | Pending | BCS Product Engineering to finalize technical specifications for BrightEdge platform version 4.2, including cloud-hosted analytics/dashboard, edge-computing firmware, and hardware module specs. To be reviewed by Priya Narasimhan (BCS GC) before attachment.
3 | Exhibit B — Hardware Pricing Schedule (BE-400 at $185/unit; BE-600 at $340/unit; FOB Austin, TX) | Exhibit B to Agreement | BCS (Connor Whitfield, VP, Business Development) | Amy Chesterton (C&H) | February 18, 2026 | Complete | February 10, 2026 | Pricing confirmed per executed term sheet dated December 19, 2025. Includes volume discount tier: 6% discount on all hardware purchases above $7,500,000 annual threshold. Renewal term pricing subject to 4% annual MAC escalator.
4 | Exhibit C — Territory Map (United States and Canada) | Exhibit C to Agreement | BCS | Amy Chesterton (C&H) | February 18, 2026 | Complete | January 6, 2026 | Non-exclusive territory; Limited Exclusivity Covenant: BCS will not appoint more than 4 additional OEM resellers in the industrial automation vertical within the Territory during the initial 3-year term.
5 | Exhibit D — BCS Trademark and Brand-Use Guidelines (including "BrightEdge" mark and BCS logo) | Exhibit D to Agreement | BCS (Priya Narasimhan, General Counsel) | Amy Chesterton (C&H) | February 18, 2026 | Pending | Limited, non-transferable, royalty-free trademark license to Vantage solely for marketing and resale of Licensed Technology in the Territory. BCS retains all right, title, and interest in all trademarks and derivatives.
6 | Exhibit E — Three-Party Source Code Escrow Agreement (Depositor: Brightfield Cloud Services Inc.; Beneficiary: Vantage Industrial Solutions, LLC; Escrow Agent: Pinnacle Escrow Services, Inc.) | Exhibit E to Agreement | Calderwood & Harkness LLP / Pinnacle Escrow Services, Inc. | Amy Chesterton (C&H); Rafael Dominguez (Pinnacle Escrow) | February 18, 2026 | Pending | Covers deposit of BrightEdge source code (platform version 4.2 and subsequent updates). Release conditions: (a) BCS ceases business operations; (b) BCS files for bankruptcy; (c) BCS materially fails to maintain or support the software for more than 120 consecutive days after written notice. Change of control of BCS NOT included as a release trigger per BCS's position. Pinnacle Escrow: 2300 Clarendon Blvd., Suite 410, Arlington, VA 22201. Governed by Delaware law.
7 | Officer's Certificate — Brightfield Cloud Services Inc. (certificate of authority and due authorization) | Closing Deliverable | BCS (Martin Lacroix, CEO) | Robert Jansen (C&H) | February 20, 2026 | Pending | Certifies BCS is duly organized and in good standing under the laws of Delaware; execution and delivery of the OEM Reseller Agreement duly authorized by all necessary corporate action; signatory duly authorized. To be executed by Martin Lacroix, CEO. BCS: Delaware corporation, EIN 84-3297615, HQ at 4100 Esperanza Boulevard, Suite 800, Austin, TX 78746.
8 | Officer's Certificate — Vantage Industrial Solutions, LLC (certificate of authority and due authorization) | Closing Deliverable | Vantage (Gregory Harmon, CEO) | Thomas Ellsworth (LP&K) | February 20, 2026 | Outstanding | LP&K to prepare; to be executed by Gregory Harmon, CEO. Vantage: Delaware LLC, EIN 31-4458720, principal office at 7755 Commerce Park Drive, Solon, OH 44139. Majority-owned by Harmon Family Holdings, LLC with minority holdings by Velthorn Bridge Capital, LLC.
9 | Certificate of Good Standing — Brightfield Cloud Services Inc. (State of Delaware, Secretary of State) | Closing Deliverable | BCS | Amy Chesterton (C&H) | February 18, 2026 | Pending | To be obtained from Delaware Secretary of State. BCS registered agent: Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801.
10 | Certificate of Good Standing — Vantage Industrial Solutions, LLC (State of Delaware, Secretary of State) | Closing Deliverable | Vantage | Jennifer Murata (LP&K) | February 18, 2026 | Outstanding | To be obtained from Delaware Secretary of State. Vantage registered agent: Keystone Corporate Services, LLC, 850 New Burton Road, Suite 201, Dover, DE 19904.
11a | Insurance Certificate — Brightfield Cloud Services Inc. (Commercial General Liability: not less than $5,000,000 per occurrence; Technology E&O: not less than $10,000,000 per claim) | Section 16.1 of Agreement | BCS | Amy Chesterton (C&H) | February 18, 2026 | Pending | Carrier: Meridian Mutual Insurance Company. Certificate must evidence CGL limits of $5,000,000/occurrence and Tech E&O limits of $10,000,000/claim, each in compliance with Section 16.1.
11b | Insurance Certificate — Vantage Industrial Solutions, LLC (Commercial General Liability: not less than $5,000,000 per occurrence; Product Liability: not less than $10,000,000 aggregate) | Section 16.2 of Agreement | Vantage | Thomas Ellsworth (LP&K) | February 18, 2026 | Outstanding | Carrier: Ironclad Specialty Underwriters, Inc. Certificate must evidence CGL limits of $5,000,000/occurrence and product liability of $10,000,000 aggregate, each in compliance with Section 16.2.
12 | Wire Instructions — Upfront License Fee ($750,000, non-refundable, credited against Year 1 MAC) | Section 5.1 of Agreement | BCS (accounts receivable) / Vantage (accounts payable) | Amy Chesterton (C&H); Derek Yun (Vantage) | February 20, 2026 | Pending | Upfront License Fee of $750,000 due within 10 business days of execution (due date: March 6, 2026). Credited against Year 1 Minimum Annual Commitment; Year 1 net remaining MAC obligation: $4,250,000 ($5,000,000 − $750,000). BCS to provide wire instructions at or prior to signing.
[sheet: Key Deal Parameters]
Parameter | Value
Matter Name | OEM Reseller Agreement — Brightfield Cloud Services Inc. / Vantage Industrial Solutions, LLC
C&H Engagement No. | 1042-00005
Licensor (Our Client) | Brightfield Cloud Services Inc. (Delaware corp.; HQ: 4100 Esperanza Boulevard, Suite 800, Austin, TX 78746)
Licensor EIN | 84-3297615
Licensor CEO | Martin Lacroix
Licensor General Counsel | Priya Narasimhan
Licensor VP, Business Development | Connor Whitfield
Licensor VP, Product Engineering | Sandra Trejo
Sponsor / Portfolio Owner | Veltrano Capital Partners Fund IV, L.P. (~68% equity in BCS); GP: Veltrano Capital GP IV, LLC; 200 West Randolph Street, 35th Floor, Chicago, IL 60606
Veltrano Managing Partner | Helena Forsythe
Veltrano Deal Partner / Board Observer | Nathaniel Burgess
Reseller (Counterparty) | Vantage Industrial Solutions, LLC (Delaware LLC; Principal Office: 7755 Commerce Park Drive, Solon, OH 44139)
Reseller EIN | 31-4458720
Reseller CEO | Gregory Harmon
Reseller General Counsel | Laura Pentland
Reseller VP, Supply Chain & Procurement | Derek Yun
Reseller Ownership | Majority: Harmon Family Holdings, LLC; Minority: Velthorn Bridge Capital, LLC
Client's Outside Counsel | Calderwood & Harkness LLP, 1700 Pacific Avenue, Suite 4200, Dallas, TX 75201
C&H Responsible Partner | Douglas Fairchild (Real Estate)
C&H Billing Partner | Angela Fontaine (Real Estate)
C&H Lead Associate | Robert Jansen (Tax)
C&H Working Associate | Amy Chesterton (Bankruptcy & Restructuring; seconded for commercial contract support)
Counterparty's Outside Counsel | Lattimore, Parish & Keene LLP, 600 Superior Avenue East, Suite 1700, Cleveland, OH 44114
LP&K Lead Partner | Thomas Ellsworth (Technology Transactions)
LP&K Associate | Jennifer Murata
Source Code Escrow Agent | Pinnacle Escrow Services, Inc., 2300 Clarendon Blvd., Suite 410, Arlington, VA 22201 (Acct. Mgr.: Rafael Dominguez)
BCS Independent Auditor | Whitmore & Callahan, LLP, 919 Congress Avenue, Suite 1500, Austin, TX 78701
Licensed Technology | BrightEdge IoT Platform (SaaS analytics, Edge Firmware, BE-400 and BE-600 hardware modules); Platform Version 4.2
Agreement Type | OEM Reseller Agreement (Technology Transactions)
Governing Law | State of Delaware
Dispute Resolution | Binding arbitration (AAA), seated in Wilmington, DE; expedited procedures for disputes under $500,000
Total Deal Value | $15,000,000 (MAC $5,000,000/yr × 3 years)
Minimum Annual Commitment (MAC) | $5,000,000/year (fixed for initial 3-year term)
Upfront License Fee | $750,000 (non-refundable; credited against Year 1 MAC)
Year 1 Net Remaining MAC | $4,250,000 ($5,000,000 − $750,000)
BE-400 Unit Price | $185/unit (FOB Austin, TX)
BE-600 Unit Price | $340/unit (FOB Austin, TX)
Software Royalty Rate | 18% of Vantage net resale price (quarterly in arrears)
Volume discount Threshold | $7,500,000/year; 6% discount on hardware above threshold
Payment Terms | Net 30 days; late interest: lesser of 1.5%/month or DE statutory maximum
Renewal MAC Escalator | 4%/year (Yr 4: $5,200,000; Yr 5: $5,408,000)
IP Indemnity Cap (BCS → Vantage) | $15,000,000 (100% of deal value)
General Liability Cap (each party) | $7,500,000 (50% of deal value)
BCS CGL Minimum / Tech E&O Minimum | $5,000,000/occurrence (CGL); $10,000,000/claim (Tech E&O) — Carrier: Meridian Mutual Insurance Company
Vantage CGL Minimum / Product Liability Minimum | $5,000,000/occurrence (CGL); $10,000,000 aggregate (Product Liability) — Carrier: Ironclad Specialty Underwriters, Inc.
Territory | United States and Canada (non-exclusive; Limited Exclusivity Covenant: max 4 additional OEM resellers in industrial automation vertical)
Initial Term | 3 years: February 20, 2026 through February 19, 2029
Renewal | Automatic 1-year renewals; 90 days' non-renewal notice
Termination for Cause Cure Period | 30 days (material breach); 15 days (payment default)
Termination for Convenience | 180 days' notice after first anniversary; pro-rata MAC shortfall applies ($5,000,000 × elapsed days / 365)
Source Code Escrow Release Triggers | (a) BCS ceases operations; (b) BCS bankruptcy filing; (c) 120 consecutive days' maintenance failure after written notice. Change of control NOT included.
BCS Approximate ARR | $62,000,000
BCS Approximate Headcount | ~320
Vantage Approximate Revenue (FY 2024) | ~$310,000,000
Vantage Approximate Headcount | ~1,200
Veltrano Fund IV AUM | $1,400,000,000
[sheet: Timeline]
Date | Event | Responsible Party | Status | Notes
December 8, 2025 | C&H engagement opened (Engagement No. 1042-00005) | Calderwood & Harkness LLP | Complete | Engagement letter to Priya Narasimhan, BCS GC; Responsible Partner: Douglas Fairchild; Billing Partner: Angela Fontaine
December 19, 2025 | Non-binding term sheet executed by BCS and Vantage | Connor Whitfield (BCS) / Derek Yun (Vantage) | Complete | Principal commercial terms agreed: 3-yr term, $5M/yr MAC, $750K upfront, 18% royalty, BE-400/BE-600 pricing
January 6, 2026 | First draft of OEM Reseller Agreement circulated by C&H | Calderwood & Harkness LLP | Complete | Prepared on behalf of BCS as licensor
January 17, 2026 | Vantage's first markup received from Lattimore, Parish & Keene LLP | Lattimore, Parish & Keene LLP | Complete | Redline received from Thomas Ellsworth / Jennifer Murata
January 29, 2026 | C&H counter-redline delivered | Calderwood & Harkness LLP | Complete | Addressed audit rights, non-compete scope, liability carve-outs, MAC shortfall, escrow triggers
February 5, 2026 | Vantage's second markup received from LP&K | Lattimore, Parish & Keene LLP | Complete
February 12, 2026 | C&H final redline delivered | Calderwood & Harkness LLP | Complete | Current operative draft; five open issues remain for resolution
February 14, 2026 | Outstanding issues call (BCS / Vantage principals + counsel) | All parties | Upcoming | Five open negotiation points: audit rights (§8.4), non-compete (§12.2), consequential damages carve-outs (§14.3), MAC shortfall pro-ration (§5.6), source code escrow change-of-control trigger (Exh. E)
February 18, 2026 | Deadline for receipt of all closing deliverables (exhibits, certificates, insurance certs) | All parties | Upcoming | See Signing Checklist tab for item-level status
February 20, 2026 | Target execution / signing date | BCS (Martin Lacroix) / Vantage (Gregory Harmon) | Upcoming | Effective Date of OEM Reseller Agreement; Initial Term commences
March 6, 2026 | Upfront License Fee due ($750,000) | Vantage | Upcoming | Due within 10 business days of execution; non-refundable; credited against Year 1 MAC (net remaining: $4,250,000)
February 19, 2029 | End of Initial Term (3-year term) | Both parties | Upcoming | Auto-renews for successive 1-year periods unless 90 days' non-renewal notice given
[sheet: Open Issues Tracker]
Issue No. | Agreement Section | Issue Description | Vantage Position | BCS Position / C&H Recommendation | Status | Resolution Date | Notes
1 | Section 8.4 — Audit Rights | Frequency of BCS's right to audit Vantage's resale records | Biennial audits | Annual audits with 30 days' prior written notice (hold firm) | Open | LP&K informally indicated Vantage may concede on this point
2 | Section 12.2 — Non-Compete / Competing Product Definition | Scope of "Competing Product" definition | Exclude legacy SCADA-only analytics from definition of Competing Product | Accept SCADA-only carve-out, but carve-out must exclude any product incorporating cloud-based IoT functionality | Open | BCS conditionally agreed to narrowing; carve-out language in final redline
3 | Section 14.3 — Limitation of Liability Carve-Outs (Consequential Damages Waiver) | Whether breach of confidentiality remains as an exception to the mutual consequential damages waiver | Remove "breach of confidentiality" from the carve-out to the consequential damages exclusion | Reject — breach of confidentiality must remain as a carve-out alongside IP indemnity and willful misconduct | Open | LP&K informally indicated Vantage may concede on this point; C&H rejected Vantage's proposal in both counter-redline and final redline
4 | Section 5.6 — MAC Shortfall Mechanism (Termination for Convenience) | Whether MAC shortfall is pro-rated upon mid-year termination for convenience | Pro-rate MAC shortfall based on elapsed days in the contract year | Accept pro-rata calculation: MAC × (elapsed days / 365). Example: termination on day 200 → $5,000,000 × (200/365) = $2,739,726 pro-rated MAC | Open | BCS agreed to Vantage's proposal; day-count formula included in final redline
5 | Exhibit E — Source Code Escrow Release Triggers | Whether change of control of BCS should be added as a release condition | Add "change of control of BCS" as a fourth release trigger for source code escrow | Reject — release conditions limited to: (a) cessation of operations, (b) bankruptcy filing, (c) 120 consecutive days' maintenance failure after written notice | Open | BCS continues to reject; Pinnacle Escrow Agreement draft does not include change-of-control trigger

[sheet: Signing Checklist]

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