Contract analysis

1. Purpose and Confirmation of Closing Calderwood & Harkness LLP is pleased to confirm that the closing and funding of the $35,000,000 senior secured term loan facility (the "Term Loan") was successfully completed today, August 12, 2022. This letter memorializes the principal events that occurred at the closing, summarizes the key terms and upcoming dates of which BCS should be aware, and identifies certain post-clos

2. Conditions Precedent — Satisfaction Confirmed We have confirmed that all conditions precedent to the initial funding of the Term Loan set forth in Article V of the Term Loan Agreement were either satisfied or, where applicable, waived by the Administrative Agent and the Lender as of the closing date. The following is a summary of the principal conditions precedent and the manner in which each was satisfied: A. Tra

I. Audited Financial Statements. Audited financial statements of BCS for fiscal years ending December 31, 2020 and December 31, 2021, prepared and audited by Hartfield & Associates CPAs, PLLC (engagement partner: Neil Calderon, CPA), were delivered to Pinnacle. Such financial statements were prepared in accordance with generally accepted accounting principles consistently applied and were accompanied by unqualified a

3. Payoff of Ridgeline Commercial Bank Facility We confirm that the existing $15,000,000 Senior Secured Revolving Credit Facility with Ridgeline Commercial Bank (the Ridgeline Facility) was repaid in full on August 12, 2022, in accordance with the terms of the Payoff Letter and the Term Loan Agreement. A payoff wire in the aggregate amount of $8,237,422 was transmitted today to Ridgeline Commercial Bank at its office

4. UCC Filings and Perfection of Security Interests UCC-1 financing statements were filed today, August 12, 2022, naming Brightfield Cloud Services Inc. as debtor and Meridian Whitcomb LLC, as Collateral Agent, as secured party, in the following jurisdictions: (i) Delaware Secretary of State — the state of organization of BCS; and (ii) Texas Secretary of State — the state in which the chief executive office of BCS is

5. Disbursement of Loan Proceeds We confirm that the full $35,000,000 in term loan proceeds was disbursed on August 12, 2022, in accordance with the Funds Flow Memorandum dated August 12, 2022, which was approved by BCS and Pinnacle prior to the closing. A summary of the disbursements is as follows: All wire transfers were originated from the account of Pinnacle National Bank, N.A. (ABA Routing Number: 021-405-887).

6. Key Terms and Upcoming Dates — Summary Reminder For ease of reference, we summarize below the key economic and structural terms of the Term Loan and certain important upcoming dates of which BCS should be aware. This summary is provided for convenience only and is qualified in its entirety by reference to the complete terms and conditions of the Term Loan Agreement and the other Loan Documents. Interest Rate. The

7. Post-Closing Obligations Notwithstanding the satisfaction or waiver of all conditions precedent to funding, certain items remain outstanding as post-closing obligations to be completed within the time periods specified in the Term Loan Agreement and the related Loan Documents. BCS should promptly attend to the following items and coordinate with our office to ensure timely completion:

1. Original Stock Certificates for Subsidiary Pledges. Delivery of original stock certificates (together with undated, blank stock powers executed in blank) representing all equity interests in the domestic subsidiaries of BCS that are pledged under the Security Agreement. These items are required to perfect the Collateral Agent's security interest in such pledged equity interests by possession under Article 8 of the

2. Deposit Account Control Agreements for New Accounts. Execution and delivery of Deposit Account Control Agreements for any new deposit accounts opened by BCS after the closing date, including, without limitation, the Dallas and Phoenix data center project accounts if such accounts are maintained at depository institutions other than Pinnacle National Bank, N.A. DACAs for any such new accounts must be executed and d

3. Confirmation of Ridgeline Lien Releases. BCS shall obtain and deliver to Pinnacle National Bank, N.A. and Meridian Whitcomb LLC copies of UCC-3 termination statements filed by Ridgeline Commercial Bank in the State of Delaware and the State of Texas, together with any lien release or discharge letters issued by Ridgeline, confirming the release of all security interests and liens previously securing the Ridgeline

4. Landlord Waivers / Collateral Access Agreements. Landlord waivers or collateral access agreements, in form and substance reasonably satisfactory to the Collateral Agent, shall be obtained and delivered for each of the following leased premises at which material collateral is or will be located: (a) Dallas data center site: 2700 Stemmons Freeway, Building C, Dallas, TX 75207; and (b) Phoenix data center site: 1850

5. Updated Insurance Certificates. In the event that any new insurance policies are obtained or existing policies are renewed, amended, or replaced after the closing date, BCS shall promptly deliver to Pinnacle and the Collateral Agent updated certificates of insurance naming Pinnacle National Bank, N.A. as loss payee and additional insured, as required under the Loan Documents. BCS should coordinate with its insuran

8. Document Retention and Execution Copies Fully executed original or PDF counterpart copies of all closing documents, including the Term Loan Agreement, the Guaranty Agreement, the Security Agreement, the legal opinions, the Officer's Certificate, the Secretary's Certificate, the Payoff Letter, the DACAs, the insurance certificates, the compliance certificate, the good standing certificates, and the Funds Flow Memor

9. Contact Information For any questions regarding the transaction, the closing, the Loan Documents, or any post-closing obligations, the Calderwood & Harkness LLP engagement team is available to assist. Please do not hesitate to reach out to any of the following team members: Ian Blackwood Responsible Partner, Banking & Finance (New York Office) Tel: (212) 554-7112 Email: iblackwood@calderwoodharkness.com Stephanie

10. Acknowledgment and Congratulations On behalf of the entire Calderwood & Harkness team, we extend our sincere congratulations to BCS, its management team—including Marcus Elliston, Priya Ramanathan, and Jerome Hartwell—and the broader BCS and Solara Capital Partners teams, including David Kessler and Elaine Nakamura, on the successful closing of this important financing transaction. The completion of this $35,000,