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Lattimore, Parish & Keene LLP M&A / Corporate 12 docs · open →

Document types detected

Engagement letter6

Contract / agreement4

Analysis / memo1

Other1

Parties across the matter

ARRANGEMENT Brightfield Cloud Services IncBetween Brightfield Cloud Services IncBrightfield Cloud Services IncCounsel Brightfield Cloud Services IncDelaware General CorpDelaware LLCEva's Bridal LtdHARKNESS LLPHarkness LLPKeene LLPM. Best CompanyMaterials IncVantage's PLC

Chronology

2027-02-20 · email-client-update-pre-signing.eml

… e only after the first anniversary of the Effective Date (i.e., after February 20, 2027). **5. Source Code Escrow Release Triggers (Exhibit E)** This is the point I expect to …

2026-03-31 · negotiation-issues-memo.docx

… eline is important to both parties, as BCS's fiscal quarter closes on March 31, 2026, and BCS management wishes to recognize the upfront license fee and initial hardware orde …

2026-03-06 · negotiation-issues-memo.docx

… ee of $750,000 is due within ten business days of execution (i.e., by March 6, 2026, assuming a February 20 execution date), and BCS's finance team has requested that all an …

2026-03-06 · signing-checklist.xlsx

… e 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: …

2026-03-06 · email-client-update-pre-signing.eml

… e within 10 business days of execution — this means a payment date of March 6, 2026; credited against Year 1 MAC, leaving a net remaining Year 1 MAC obligation of $4,250,000 …

2026-03-06 · email-final-redline-transmittal.eml

… , 2026, which would place the upfront license fee payment deadline at March 6, 2026 (10 business days post-signing). We appreciate the collaborative approach both teams hav …

2026-02-20 · negotiation-issues-memo.docx

… phone if needed. The target execution date for the Agreement remains February 20, 2026. Maintaining this timeline is important to both parties, as BCS's fiscal quarter closes o …

2026-02-20 · bcs-officers-certificate.docx

… Cloud Services Inc. and Vantage Industrial Solutions, LLC Dated as of February 20, 2026 Prepared by: Calderwood & Harkness LLP, 1700 Pacific Avenue, Suite 4200, Dallas, TX 75201 …

2026-02-20 · signing-checklist.xlsx

… , 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 …

2026-02-20 · email-client-update-pre-signing.eml

… K (Thomas Ellsworth and Jennifer Murata). We remain on track for the February 20, 2026 target execution date, though a few points remain open. I have organized these below for …

2026-02-20 · email-final-redline-transmittal.eml

… f $5,000,000 per year across the three-year initial term running from February 20, 2026 through February 19, 2029. The upfront non-refundable license fee of $750,000 is due with …

2026-02-20 · oem-reseller-agreement-final-redline.docx

… 4. The Parties anticipate that the Effective Date will be on or about February 20, 2026, in which case the Initial Term would expire on February 19, 2029. 3.2 Renewal. Upon expi …

2026-02-20 · oem-reseller-agreement-first-draft.docx

… 4. The Parties anticipate that the Effective Date will be on or about February 20, 2026, in which case the Initial Term would expire on February 19, 2029. 3.2 Renewal. Upon expi …

2026-02-20 · oem-reseller-agreement-sc-counter-redline.docx

… 4. The Parties anticipate that the Effective Date will be on or about February 20, 2026, in which case the Initial Term would expire on February 19, 2029. 3.2 Renewal. Upon expi …

2026-02-20 · source-code-escrow-agreement-draft.docx

… SELLER AGREEMENT THREE-PARTY SOURCE CODE ESCROW AGREEMENT Dated as of February 20, 2026 This Three-Party Source Code Escrow Agreement (this "Agreement") is entered into as of Fe …

2026-02-18 · signing-checklist.xlsx

… BCS (Sandra Trejo, VP, Product Engineering) | Amy Chesterton (C&H) | February 18, 2026 | Pending | BCS Product Engineering to finalize technical specifications for BrightEdge p …

2026-02-14 · negotiation-issues-memo.docx

… standing issues call currently scheduled for 2:00 p.m. CST on Friday, February 14, 2026, between principals and counsel for our client, Brightfield Cloud Services Inc. ("BCS"), …

2026-02-14 · signing-checklist.xlsx

… ed 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 …

2026-02-14 · email-final-redline-transmittal.eml

… d by Delaware law. As you know, we have a call scheduled for Friday, February 14, 2026, with principals and counsel from both sides to discuss the outstanding issues. We are ho …

2026-02-12 · negotiation-issues-memo.docx

… disputes but maintained Vantage's positions on several key points. • February 12, 2026: Calderwood & Harkness delivered its final redline reflecting BCS's positions on all rema …

2026-02-12 · signing-checklist.xlsx

… &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 conform …

2026-02-11 · negotiation-issues-memo.docx

… obert Jansen, Lead Associate; Amy Chesterton, Working Associate DATE: February 11, 2026 RE: Outstanding Negotiation Issues and Recommended Positions — OEM Reseller Agreement bet …

2026-02-10 · signing-checklist.xlsx

2026-02-05 · negotiation-issues-memo.docx

… elivered a counter-redline addressing each of Vantage's proposals. • February 5, 2026: Lattimore, Parish & Keene LLP delivered Vantage's second markup, which narrowed the disp …

2026-02-05 · signing-checklist.xlsx

… n-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 F …

2026-01-29 · negotiation-issues-memo.docx

… ve-outs, MAC shortfall mechanics, and source code escrow triggers. • January 29, 2026: Calderwood & Harkness delivered a counter-redline addressing each of Vantage's proposals …

2026-01-29 · signing-checklist.xlsx

2026-01-29 · email-final-redline-transmittal.eml

… acked-changes version marked against our counter-redline delivered on January 29, 2026, and reflects BCS's responses to Vantage's second markup, which we received from your off …

2026-01-17 · negotiation-issues-memo.docx

… Calderwood & Harkness circulated the first draft of the Agreement. • January 17, 2026: Lattimore, Parish & Keene LLP delivered Vantage's first markup, which introduced changes …

2026-01-17 · signing-checklist.xlsx

… ood & 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 …

2026-01-06 · ip-ownership-and-escrow-analysis.docx

… of the OEM Reseller Agreement, which is scheduled for circulation on January 6, 2026. Vantage is represented by Lattimore, Parish & Keene LLP, located in Cleveland, Ohio, wit …

2026-01-06 · negotiation-issues-memo.docx

… ement has been through multiple rounds of negotiation, as follows: • January 6, 2026: Calderwood & Harkness circulated the first draft of the Agreement. • January 17, 2026: …

2026-01-06 · signing-checklist.xlsx

2026-01-06 · oem-reseller-agreement-first-draft.docx

… ness LLP 1700 Pacific Avenue, Suite 4200 Dallas, TX 75201 Draft Date: January 6, 2026 Engagement Number: 1042-00005 PRIVILEGED & CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES O …

2026-01-03 · ip-ownership-and-escrow-analysis.docx

… ya Narasimhan, General Counsel, Brightfield Cloud Services Inc. DATE: January 3, 2026 RE: Analysis of intellectual Property Ownership, Trademark License, and Source Code Escro …

2025-12-19 · ip-ownership-and-escrow-analysis.docx

… per year over a three-year initial term. The term sheet was signed on December 19, 2025, by Connor Whitfield, Vice President of Business Development at BCS, and Derek Yun, Vice …

2025-12-19 · negotiation-issues-memo.docx

… tiated between the parties' respective business teams and executed on December 19, 2025, by Connor Whitfield on behalf of BCS and Derek Yun on behalf of Vantage. The term sheet …

2025-12-19 · signing-checklist.xlsx

… | 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 an …

2025-12-19 · term-sheet-executed.docx

… T Brightfield Cloud Services Inc. / Vantage Industrial Solutions, LLC December 19, 2025 Prepared by Calderwood & Harkness LLP on behalf of Brightfield Cloud Services Inc. CONFID …

2025-12-08 · negotiation-issues-memo.docx

… ural Background and Negotiation History This engagement was opened on December 8, 2025, following initial outreach from BCS's General Counsel, Priya Narasimhan, to you regardin …