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Lone Star Trust Company M&A / Corporate 12 docs · open →

Document types detected

Contract / agreement5

Analysis / memo4

Filing / regulatory1

Engagement letter1

Other1

Parties across the matter

Ames LLPAshburn Park Capital LLCBrightfield Cloud Services IncCapitol Registered Agents LLCCounsel Brightfield Cloud Services IncDelaware General CorpEquity IncFederal Deposit Insurance CorpFitch LLPGeneral CorpHARKNESS LLPHarkness LLPPryce LLPSurviving Corp

Chronology

2025-07-22 · closing-checklist.xlsx

… counts 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 …

2025-07-22 · closing-funds-flow-memo.xlsx

… ) 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 c …

2025-07-22 · agreement-and-plan-of-merger-execution.docx

… ing the Closing Date (i.e., commencing on July 22, 2023 and ending on July 22, 2025). "Effective Time" has the meaning set forth in Section 2.3. "Escrow Agent" means Lone St …

2025-07-22 · founder-employment-agreement-form.docx

… riod (i.e., the period commencing on the Effective Date and ending on July 22, 2025, or such later date as the final Earnout Milestone is determined under the Merger Agreeme …

2025-01-22 · closing-checklist.xlsx

… w 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 W …

2025-01-22 · closing-funds-flow-memo.xlsx

… .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 …

2025-01-22 · agreement-and-plan-of-merger-execution.docx

… nt reference number LSTC-ESC-2023-004417. "Escrow Release Date" means January 22, 2025, the date that is eighteen (18) months following the Closing Date. "FIRPTA Certificate" m …

2025-01-22 · escrow-agreement.docx

… ordance with the terms of this Agreement. "Escrow Release Date" means January 22, 2025, the date that is eighteen (18) months after the Closing Date. "Former Stockholders" mean …

2024-07-22 · closing-checklist.xlsx

… 00,000 (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 Foun …

2024-07-22 · closing-funds-flow-memo.xlsx

… 00): 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 …

2024-07-22 · founder-employment-agreement-form.docx

… SUs) shall vest on the first anniversary of the Effective Date (i.e., July 22, 2024), subject to Employee's continued employment with BCS (or a subsidiary of BCS) through su …

2023-12-31 · engagement-letter-bcs-codelaunch.docx

… f each calendar year. In the event that the engagement extends beyond December 31, 2023, any rate adjustment applicable to attorneys and paraprofessionals staffed on this matter …

2023-07-22 · certificate-of-merger.docx

… IXTH: The Merger shall become effective at 12:01 a.m. Eastern Time on July 22, 2023 (the "Effective Time"). SEVENTH: An executed copy of the Merger Agreement is on file at t …

2023-07-22 · closing-checklist.xlsx

… 2,000,000 Signing Date | June 1, 2023 Closing Date / Effective Time | July 22, 2023 Prepared By | Megan Chu, Working Associate; Ryan Kowalski, Lead Associate Supervised By | …

2023-07-22 · closing-funds-flow-memo.xlsx

… m 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 DevTool …

2023-07-22 · legal-opinion-buyers-counsel.docx

… Dallas, TX 75201 Telephone: (214) 555-7800 Facsimile: (214) 555-7801 July 22, 2023 The Former Stockholders of Codelaunch Labs, Inc. and Naveen Subramaniam, in his capacity …

2023-07-22 · officers-closing-certificate-target.docx

… ivered Pursuant to Section 7.2(c) of the Agreement and Plan of Merger July 22, 2023 The undersigned, Naveen Subramaniam, hereby certifies as follows: Reference is made to th …

2023-07-22 · agreement-and-plan-of-merger-execution.docx

… enty-four (24) months following the Closing Date (i.e., commencing on July 22, 2023 and ending on July 22, 2025). "Effective Time" has the meaning set forth in Section 2.3. …

2023-07-22 · escrow-agreement.docx

… ESCROW AGREEMENT Dated as of July 22, 2023 among BRIGHTFIELD CLOUD SERVICES INC. NAVEEN SUBRAMANIAM, as Stockholder Representative a …

2023-07-22 · founder-employment-agreement-form.docx

… NT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of July 22, 2023 (the "Effective Date"), by and between Brightfield Cloud Services Inc., a Delaware corpor …

2023-07-18 · certificate-of-merger.docx

… the General Corporation Law of the State of Delaware Date of Filing: July 18, 2023 Filed with: Secretary of State of the State of Delaware The undersigned corporation, BCS …

2023-07-18 · closing-checklist.xlsx

… Delaware Secretary of State | Calderwood & Harkness LLP | Delivered | July 18, 2023 | Merger Sub surviving; effective time July 22, 2023; references Agreement and Plan of Me …

2023-07-18 · closing-funds-flow-memo.xlsx

2023-07-18 · legal-opinion-buyers-counsel.docx

… nc., as filed with the Secretary of State of the State of Delaware on July 18, 2023 (the "Certificate of Merger"); 7. Resolutions of the Board of Directors of Brightfield C …

2023-07-18 · officers-closing-certificate-target.docx

… ger was filed with the Secretary of State of the State of Delaware on July 18, 2023, in accordance with Section 251 of the DGCL, specifying an effective time of 11:59 p.m. E …

2023-07-17 · legal-opinion-buyers-counsel.docx

… Inc. issued by the Secretary of State of the State of Delaware, dated July 17, 2023, and a certificate of good standing for BCS DevTools Merger Sub, Inc. issued by the Secre …

2023-07-16 · agreement-and-plan-of-merger-execution.docx

… ith respect to quantity, frequency, and amount). "Outside Date" means July 16, 2023, being the date that is forty-five (45) days following the date of this Agreement. "Paren …

2023-07-15 · closing-checklist.xlsx

2023-07-14 · legal-opinion-buyers-counsel.docx

… ), as certified by the Secretary of State of the State of Delaware on July 14, 2023; 3. The Amended and Restated Bylaws of Brightfield Cloud Services Inc., as amended and i …

2023-06-16 · legal-opinion-buyers-counsel.docx

… erger Sub, Inc., adopted by unanimous written consent effective as of June 16, 2023, authorizing the execution, delivery, and performance of the Merger Agreement and the con …

2023-06-15 · closing-checklist.xlsx

2023-06-15 · legal-opinion-buyers-counsel.docx

… 06), as filed with the Secretary of State of the State of Delaware on June 15, 2023; 5. The Bylaws of BCS DevTools Merger Sub, Inc., as adopted and in effect as of the date …

2023-06-15 · agreement-and-plan-of-merger-execution.docx

… number 7916483; Employer Identification Number 93-1748206), formed on June 15, 2023, as a wholly owned subsidiary of Parent for the sole purpose of effectuating the merger c …

2023-06-09 · certificate-of-merger.docx

… by written consent in lieu of a meeting of stockholders, dated as of June 9, 2023, in accordance with the requirements of Section 228 of the DGCL and Section 251 of the DG …

2023-06-09 · closing-checklist.xlsx

… 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 sh …

2023-06-09 · legal-opinion-buyers-counsel.docx

… e written consent of the stockholders of Codelaunch Labs, Inc., dated June 9, 2023, approving and adopting the Merger Agreement and the transactions contemplated thereby, w …

2023-06-09 · officers-closing-certificate-target.docx

… plated thereby, including the Merger, to be executed and delivered on June 9, 2023, in accordance with Section 228 of the General Corporation Law of the State of Delaware ( …

2023-06-09 · escrow-agreement.docx

… of the Merger Agreement and the Written Consent of Stockholders dated June 9, 2023, to act on behalf of the former stockholders of Codelaunch in connection with all post-cl …

2023-06-09 · written-consent-of-stockholders.docx

… opted Pursuant to Section 228 of the Delaware General Corporation Law June 9, 2023 The undersigned, being stockholders of Codelaunch Labs, Inc., a Delaware corporation (the …

2023-06-01 · certificate-of-merger.docx

… nc. shall cease. SECOND: An Agreement and Plan of Merger, dated as of June 1, 2023 (as the same may have been amended, supplemented, or otherwise modified from time to time …