Contract analysis

1. Introduction and Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement to represent Brightfield Cloud Services Inc., a Delaware corporation ("BCS" or the "Company"), as issuer's counsel in connection with the matters described below. This engagement shall be effective as of February 28, 2022. The Company has informed us that it intends to conduct a pre-seed/seed financing

2. Scope of Representation Subject to the limitations set forth in Section 3 below, the Firm will provide the following legal services in connection with the SAFE Round: (a) SAFE Instrument Drafting and Negotiation. Drafting, negotiating, and finalizing the form of Post-Money SAFE instrument (valuation cap, no discount) for execution with up to five (5) angel investors. This includes preparation of customized schedul

3. Limitations on Scope; Exclusions The scope of this engagement is limited to the services expressly described in Section 2 above. For the avoidance of doubt, the following matters are expressly excluded from this engagement: (a) Additional State Filings. Securities blue-sky filings or notice filings in any state other than Texas, California, and New York. If additional state filings become necessary — for example,

4. Staffing and Key Personnel The following attorneys will be principally responsible for the legal services rendered under this engagement: (a) Responsible Partner: George Trujillo. Mr. Trujillo is a partner in the Firm's Energy & Infrastructure Practice Group and will serve as the responsible partner overseeing the client relationship and providing strategic advice on the structure and execution of the SAFE Round.

5. Fees and Expenses 5.1 Flat Fee The Firm will perform the services described in Section 2 above for a flat fee of Thirty-Five Thousand Dollars ($35,000) (the "Flat Fee"), inclusive of all attorney time for the SAFE Round. The Flat Fee covers all work through closing of the SAFE Round and the delivery of post-closing filings, specifically the SEC Form D filing and the state blue-sky filings in Texas, California, and

6. Conflict of Interest Disclosures The Firm has conducted a conflicts check with respect to the parties to the contemplated Transaction in accordance with its standard conflict-checking procedures and the applicable Texas Disciplinary Rules of Professional Conduct. Based on that review, the Firm confirms the following: (a) The Firm does not currently represent, and has not within the past twenty-four (24) months rep

7. Confidentiality The Firm will maintain the confidentiality of all information provided by the Company in connection with this engagement, in accordance with the Firm's professional obligations under the Texas Disciplinary Rules of Professional Conduct and all other applicable rules of professional conduct governing the attorneys assigned to this matter. The Firm will not disclose the Company's confidential informa

8. Document Retention Upon completion of this engagement, the Firm will retain copies of all final executed Transaction documents and material correspondence related to the SAFE Round for a period consistent with the Firm's document retention policies, which currently require retention for a minimum period of seven (7) years following the conclusion of the engagement. Working papers, internal drafts, research memoran

9. Termination Either party may terminate this engagement at any time upon written notice to the other party. Such notice may be delivered by email to the addresses set forth in this engagement letter, by hand delivery, or by overnight courier. In the event of termination of this engagement prior to the closing of the SAFE Round, the Company shall pay the Firm for work performed through the date of termination on a r

10. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability for any and all claims arising out of or relating to this engagement, whether based in contract, tort, statute, or any other legal theory, shall not exceed the total fees actually paid by the Company to the Firm under this engagement letter. This limitation of liability does not apply to any liability arising

11. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict-of-laws principles thereof. Any dispute, claim, or controversy arising out of or relating to this engagement, including the validity, interpretation, performance, or breach of this engagement letter, shall be resolved by binding arbitratio

12. Client Identification and Compliance For the avoidance of doubt, the Firm's client in this engagement is Brightfield Cloud Services Inc., a Delaware corporation (Employer Identification Number: 87-3294156), and not any individual founder, officer, director, or stockholder of the Company in his or her personal capacity. Neither Devin Mallory, nor any other individual associated with the Company, is a client of the

13. Acceptance and Counterparts We are excited about the opportunity to work with BCS on this important milestone and look forward to a productive and collaborative working relationship. If the terms of this engagement letter are acceptable to you, please sign and return a copy of this letter to George Trujillo at the address above, or by email to gtrujillo@calderwoodharkness.com, at your earliest convenience. This e