Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms As used in this Security Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Pinnacle National Bank, National Association, in its capacity as administrative agent under the Credit Agreement, and its successors and assigns in such capacity. The principal office of the Administrative Agent is located at 600 Lexington Avenue, 35th Floor, New Yo

Section 1.2 — UCC Definitions Unless otherwise defined herein, terms used in this Security Agreement that are defined in the UCC as in effect in the State of New York shall have the meanings assigned to them therein. Without limiting the generality of the foregoing, the following terms shall have the meanings assigned to them in Article 9 (and, where applicable, Article 8) of the UCC: "Accounts," "Chattel Paper," "Co

Section 1.3 — Interpretation (a) All references in this Security Agreement to the Credit Agreement or any other Loan Document shall include all schedules, exhibits, annexes, and other attachments thereto, and all amendments, restatements, supplements, and other modifications thereto. (b) This Security Agreement shall be governed by and construed in accordance with the laws of the State of New York, as more fully set

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.1 — Collateral As security for the prompt and complete payment and performance of all Obligations, the Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in all of the Grantor's right, title, and interest in, to, and under the following property, whether now owned or existing or hereafter acquired or arising and regard

Section 2.2 — Exclusions from Collateral Notwithstanding the provisions of Section 2.1, the Collateral shall not include the following: (a) Any lease, license, contract, property right, or agreement to which the Grantor is a party or under which the Grantor has rights, to the extent (and only to the extent) that the grant of a security interest therein would constitute a breach or violation of the terms thereof or re

Section 2.3 — Security for Obligations The Security Interest granted pursuant to this Article II secures the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Obligations of the Grantor under the Credit Agreement, the Guaranty, this Security Agreement, and all other Loan Documents, including, without limitation: (a) the repayment of the outstanding

Section 3.1 — Filing of Financing Statements (a) The Grantor hereby irrevocably authorizes the Collateral Agent to file, and to cause to be filed, one or more UCC-1 financing statements (and any amendments or continuations thereof) under the UCC naming the Grantor as debtor and the Collateral Agent as secured party, describing the Collateral, in the following jurisdictions: (i) The Office of the Secretary of State of

Section 3.2 — Control Agreements (a) The Grantor shall execute and deliver, and shall cause each applicable depository bank or financial institution to execute and deliver, deposit account control agreements ("DACAs") with respect to all Deposit Accounts of the Grantor, including, without limitation, the BCS operating account maintained at Pinnacle National Bank, N.A. (Account Number 7841-0029-3356) and any other dep

Section 3.3 — Intellectual Property Filings In order to perfect the Security Interest in the intellectual Property Collateral, the Grantor shall execute and deliver to the Collateral Agent, and the Collateral Agent is hereby authorized to file or record, the following: (a) A patent security agreement, in form and substance reasonably satisfactory to the Collateral Agent, for recordation with the United States Patent

Section 3.4 — Pledged Equity (a) With respect to all certificated equity interests constituting Pledged Equity, the Grantor shall deliver, or shall cause to be delivered, to the Collateral Agent all stock certificates or other certificates representing such equity interests, together with undated stock powers or other transfer instruments duly executed in blank by the Grantor, in each case in form and substance reaso

Section 3.5 — Further Assurances Regarding Perfection The Grantor shall, at the Grantor's sole cost and expense, take all actions that may be necessary or that the Collateral Agent may reasonably request in order to perfect and maintain the first-priority perfected security interest of the Collateral Agent in the Collateral (subject only to Permitted Liens), including, without limitation: (a) executing and delivering

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE GRANTOR The Grantor hereby represents and warrants to the Collateral Agent and each of the other Secured Parties as follows:

Section 4.1 — Organization and Authority (a) The Grantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) The Grantor is duly qualified to transact business as a foreign corporation, and is in good standing, in each of the following jurisdictions where the nature of its business or the ownership or leasing of its properties makes such qualification n

Section 4.2 — Legal Name and Location (a) The exact legal name of the Grantor, as it appears in its Certificate of Incorporation as filed with the Secretary of State of the State of Delaware, is: Brightfield Cloud Services Inc. (b) The Grantor's Employer Identification Number (EIN) is 84-3291057. (c) The Grantor's state of organization is the State of Delaware. (d) The Grantor's registered agent in the State of Delaw

Section 4.3 — Title to Collateral; No Liens (a) The Grantor is the sole legal and beneficial owner of the Collateral (or, in the case of Collateral hereafter acquired, will be the sole legal and beneficial owner thereof at the time of acquisition), free and clear of all liens, security interests, pledges, charges, claims, and encumbrances of any nature whatsoever, other than (i) the Security Interest granted hereunde

Section 4.4 — Deposit Accounts A complete and accurate schedule of all deposit accounts maintained by the Grantor as of the date hereof is set forth on Schedule E attached hereto, including the BCS operating account at Pinnacle National Bank, N.A. (Account Number 7841-0029-3356). DACAs have been or will be executed with respect to all such deposit accounts as a condition precedent to the funding of the Term Loan unde

Section 4.5 — Intellectual Property (a) The intellectual property listed on Schedule B attached hereto constitutes a true, correct, and complete list of all registered and applied-for patents, trademarks, service marks, and copyrights owned by the Grantor as of the date hereof. (b) To the knowledge of the Grantor, all such intellectual property is valid, subsisting, and enforceable. The Grantor owns or has a valid li

Section 4.6 — Equity Interests in Subsidiaries (a) Schedule C attached hereto sets forth a true, correct, and complete list of all direct and indirect subsidiaries of the Grantor as of the date hereof, including the name and jurisdiction of organization of each such subsidiary, the percentage of equity interests owned by the Grantor (directly or indirectly), the type of equity interests (voting or non-voting), and th

Section 4.7 — Commercial Tort Claims As of the date hereof, the Grantor has no commercial tort claims, except as set forth on Schedule D attached hereto (which, as of the date hereof, reflects no existing commercial tort claims). The Grantor shall promptly (and in any event within fifteen (15) days) notify the Collateral Agent in writing of any new commercial tort claim hereafter arising or asserted by the Grantor, a

Section 4.8 — No Conflicts The execution, delivery, and performance by the Grantor of this Security Agreement and the granting of the Security Interest contemplated hereby do not and will not: (a) conflict with, result in a breach of, or constitute a default under the Grantor's Certificate of Incorporation (as amended) or Bylaws (as amended); (b) conflict with, result in a breach of, violate, or constitute a default

Section 4.9 — Enforceability This Security Agreement has been duly executed and delivered by the Grantor and constitutes a legal, valid, and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws of general applicability relating to or affecting creditors' rig

Section 4.10 — Priority The Security Interest constitutes (or, upon the completion of the applicable perfection steps described herein, will constitute) a valid, first-priority perfected security interest in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, in the Collateral, subject only to Permitted Liens. Such first-priority perfected security interest shall be created and perfected up

ARTICLE V — COVENANTS OF THE GRANTOR The Grantor hereby covenants and agrees with the Collateral Agent and each of the other Secured Parties as follows:

Section 5.1 — Maintenance of Collateral The Grantor shall maintain all Collateral in good working order and condition (ordinary wear and tear excepted) and shall make all necessary repairs thereto and replacements thereof. Without limiting the generality of the foregoing, all data center equipment located at the Dallas facility (2700 Stemmons Freeway, Building C, Dallas, Texas 75207) and the Phoenix facility (1850 We

Section 5.2 — Insurance (a) The Grantor shall maintain insurance coverage with respect to the Collateral and the Business in such amounts, with such insurers, and covering such risks as required under the Credit Agreement. Without limiting the generality of the foregoing, the Grantor shall maintain the following minimum insurance coverages: (i) Property and Casualty Insurance: Coverage with limits of not less than $5

Section 5.3 — Disposition of Collateral The Grantor shall not sell, transfer, assign, exchange, lease, or otherwise dispose of any Collateral, or attempt, offer, or contract to do so, except as expressly permitted under the Credit Agreement. For the avoidance of doubt, the Credit Agreement permits dispositions of assets not exceeding One Million Five Hundred Thousand Dollars ($1,500,000) individually or Five Million

Section 5.4 — Liens The Grantor shall not create, incur, assume, or permit to exist any lien, security interest, pledge, charge, claim, or other encumbrance upon or with respect to any Collateral, except (a) the Security Interest granted hereunder and (b) Permitted Liens as defined in the Credit Agreement. The Grantor shall take all actions necessary to defend the Collateral against, and to remove from the Collateral

Section 5.5 — Changes in Name, Location, or Structure The Grantor shall not, without providing at least thirty (30) days' prior written notice to the Collateral Agent: (a) change its legal name; (b) change its state of organization or organizational form; (c) change the location of its chief executive office; or (d) merge into or consolidate with any other entity, or change its organizational identity or corporate st

Section 5.6 — Defense of Collateral The Grantor shall, at the Grantor's sole cost and expense, defend the Collateral against all claims, demands, actions, and proceedings of all persons other than the Secured Parties and shall protect and preserve the Grantor's rights in and to the Collateral. The Grantor shall promptly notify the Collateral Agent in writing of any claim or demand made against the Grantor or any Coll

Section 5.7 — Notices Regarding Collateral The Grantor shall promptly (and in any event within ten (10) Business Days) notify the Collateral Agent in writing of: (a) any material loss, damage, or destruction of any Collateral (whether or not covered by insurance); (b) any claim, action, or proceeding adverse to the Grantor's ownership of, or the Security Interest in, any material Collateral; (c) any new commercial to

Section 5.8 — Intellectual Property Maintenance (a) The Grantor shall maintain and preserve all material intellectual Property Collateral, and shall take all actions necessary or advisable to protect the validity, enforceability, and value thereof. Without limiting the foregoing, the Grantor shall: (i) timely file all necessary maintenance documents, renewal applications, statements of use, and declarations of contin

Section 5.9 — Further Assurances (a) The Grantor shall, at the Grantor's sole cost and expense, promptly execute and deliver all instruments, documents, and agreements, and take all further action, that the Collateral Agent may from time to time reasonably request in order to perfect, protect, and maintain the Security Interest and the first-priority lien status thereof, and to enable the Collateral Agent to exercise

Section 5.10 — Books and Records (a) The Grantor shall maintain complete and accurate books and records regarding the Collateral, including, without limitation, records reflecting the existence, nature, location, and value of all items of Collateral. Such books and records shall be maintained at the Grantor's chief executive office or at such other location as shall have been disclosed to and approved by the Collater

ARTICLE VI — RIGHTS AND REMEDIES OF THE COLLATERAL AGENT

Section 6.1 — Remedies Upon Default (a) Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), the Collateral Agent shall have, in addition to all other rights and remedies granted to the Secured Parties under the Loan Documents, all of the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and all right

Section 6.2 — Sale of Collateral (a) The Collateral Agent may sell, lease, license, or otherwise dispose of any or all of the Collateral, at one or more public or private sales, at any broker's board or on any securities exchange, for cash, upon credit, or for future delivery, at such prices and upon such terms as the Collateral Agent may deem commercially reasonable, irrespective of the impact of any such sale on th

Section 6.3 — Collection of Receivables Upon the occurrence and during the continuance of an Event of Default: (a) The Collateral Agent may notify any or all account debtors and other obligors of the Grantor to make payments directly to the Collateral Agent, and the Collateral Agent may take control of any proceeds of the Collateral. (b) The Collateral Agent may settle, compromise, or adjust any amounts owed on, and