Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Brightfield Cloud Services Inc. ("BCS" or the "Company"), a corporation organized and existing under the laws of the State of Delaware, as outside counsel in connection with the proposed thirty-five million dollar ($35,000,000) senior secured term loan facility (the "Facility" or the "Term Loan" and, to

2. Scope of Representation C&H will represent BCS solely in its capacity as borrower in the negotiation, documentation, and closing of the Term Loan. Our representation will include, without limitation, the following services: (a) Term Sheet Review and Negotiation. Review and negotiation of the commitment letter and term sheet received from Pinnacle dated April 29, 2022, including negotiation of key economic and stru

3. Scope Limitations This engagement is limited solely to the Transaction described in Section 2 above. Our representation of BCS does not extend to any other matter, whether or not related to the business or operations of the Company, except as may be expressly agreed in a separate written engagement. C&H does not represent Solara Holdings Group LLC, Solara Capital Partners Fund III, LP, Solara Capital Partners Mana

4. Staffing The following attorneys have been assigned to this matter: Ian Blackwood — Responsible Partner, Banking & Finance Group, New York office. Mr. Blackwood will have overall supervisory responsibility for the engagement. Mr. Blackwood has over twenty years of experience representing borrowers, sponsors, and financial institutions in secured and unsecured credit facilities, acquisition financings, and restruct

5. Fee Arrangements 5.1 Hourly Rates C&H will bill for its services on an hourly basis at the Firm's standard rates in effect at the time services are rendered. The Firm's current standard hourly rates for the professionals assigned to this engagement are as follows: The Firm's standard hourly rates are subject to periodic adjustment, which typically takes effect on January 1 of each calendar year. The Company will b

6. Retainer No retainer or advance deposit of fees is required for this engagement at this time. C&H reserves the right to request a retainer or advance deposit of fees if, in the Firm's reasonable judgment, circumstances warrant, including but not limited to a material change in the scope or complexity of the engagement, a material delay in the payment of invoices, or other circumstances affecting the Firm's ability

7. Confidentiality C&H will maintain the confidentiality of all information provided by the Company in connection with this engagement, in accordance with applicable law, the New York Rules of Professional Conduct, and any other applicable professional obligations. The Firm will not disclose confidential information to any third party without the Company's prior consent, except as required by law, court order, or app

8. Conflicts of Interest C&H has conducted a conflict of interest review based on the information available to the Firm as of the date of this Letter, including the identities of BCS, Solara Holdings Group LLC, Solara Capital Partners Fund III, LP, Pinnacle National Bank, N.A., Meridian Whitcomb LLC, Ridgeline Commercial Bank, N.A., and the key individuals identified in the Transaction. Based on the results of that r

9. Communication and Reporting C&H will keep the Company informed of all material developments in the Transaction on a timely basis. The Firm will provide regular status updates and will promptly communicate any significant issues, counterparty positions, or developments that may affect the timeline, structure, or terms of the Transaction. The primary points of contact at C&H for this engagement shall be Ian Blackwoo

10. Term and Termination This engagement shall commence on the date of the Company's countersignature of this Letter and shall continue until the earliest of: (a) the closing and completion of the Transaction, including the delivery of all post-closing deliverables required under the loan documents and the closing checklist; (b) mutual written agreement of the Firm and the Company to terminate the engagement; or (c)

11. Document Retention Following the conclusion of this engagement, C&H will retain the files and work product related to this matter in accordance with the Firm's document retention policies then in effect. The Firm's current policy provides for the retention of closed engagement files for a period of ten (10) years from the date of engagement closing, after which time client files may be destroyed in the ordinary c

12. Limitation of Liability The Company acknowledges that C&H's obligations and responsibilities under this engagement are limited to the scope of services described in this Letter. The Firm shall not be liable for any loss, damage, cost, or expense arising out of or related to matters outside the scope of this engagement, including without limitation any loss arising from the Company's reliance on advice or services

13. Governing Law and Dispute Resolution This Engagement Letter, and the terms and conditions of the engagement set forth herein, shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. In the event of any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the engagement described herein, in

14. Acceptance We kindly request that the Company confirm its agreement to the terms and conditions set forth in this Engagement Letter by having an authorized representative of Brightfield Cloud Services Inc. countersign this Letter in the space provided below and return a signed copy to our office. A scanned copy returned via email to iblackwood@calderwoodharkness.com will be accepted as an original pending receipt