Extract to table

| 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

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