Contract analysis

Section 1: Purpose and Summary This memorandum provides detailed instructions for the preparation and filing of SEC Form D in connection with the SAFE financing round being conducted by Brightfield Cloud Services Inc. ("BCS" or the "Company"), a Delaware corporation with its principal place of business at 4710 East Riverside Drive, Suite 210, Austin, TX 78741. The memorandum also sets forth the blue-sky notice filing

Section 2: Filing Logistics 2.1 SEC EDGAR Filing Form D must be filed electronically via the SEC's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system. Paper filings are not accepted. The Form D is filed through the EDGAR online forms management website and requires the issuer to have valid EDGAR access codes on file with the SEC. BCS will need the following EDGAR access codes to complete the filing:

Section 3: Key Information for Form D Completion The following sets forth the specific data points required for each item of Form D. This information has been compiled from the Company's organizational documents, the executed SAFE agreements, the accredited investor questionnaires, and prior communications with the Company's management team. Where information remains to be confirmed, this is noted below. 3.1 Issuer I

Section 4: Blue-Sky / State Notice Filing Checklist Under Rule 506(b), the offering qualifies as a "covered security" under Section 18 of the Securities Act, as amended by the National Securities Markets Improvement Act of 1996 ("NSMIA"). Section 18(b)(4)(F) provides that securities offered or sold in transactions exempt from registration under Rule 506 of Regulation D are "covered securities," and Section 18(a) pree

Section 5: Engagement Scope Note Per the Calderwood & Harkness LLP engagement letter dated February 28, 2022, executed by George Trujillo on behalf of the firm and by Devin Mallory on behalf of the Company, the scope of this engagement includes the following with respect to SEC and state securities filings: (i) preparation and filing of the initial SEC Form D in connection with the SAFE financing round; and (ii) prep

Section 6: Action Items and Responsibilities The following table summarizes the key action items, responsible parties, and target dates for the Form D filing and blue-sky notice filings. All members of the deal team should review this schedule and flag any potential conflicts or delays immediately. Please direct any questions regarding this memorandum or the Form D filing process to Christy Bauer at extension 4217 or

1. All filing fees are estimates and should be confirmed against current fee schedules published by the respective state authorities prior to submission.

2. All filings should be made on or before April 29, 2022, which is within the 15-calendar-day filing window following the date of first sale (April 15, 2022).

3. The New York filing requires execution and notarization of a Form U-2 Consent to Service of Process by an authorized officer of BCS. Christy Bauer should coordinate with Devin Mallory to ensure timely execution.

4. No other state filings are required at this time based on the current investor roster. APPENDIX B Investor Detail for Cross-Reference The following table provides detailed information regarding each investor in the SAFE offering by Brightfield Cloud Services Inc. This information has been compiled from the executed SAFE agreements and accredited investor questionnaires on file with Calderwood & Harkness LLP. Notes

1. All accredited investor questionnaires have been reviewed by this office and are on file in the closing binder (Matter No. 1042-00002).

2. For each entity investor (Jade Peak Ventures LLC, Ariel Crest Capital LLC, and Volkov Bridge Holdings LLC), the sole member/equity owner has completed an individual accredited investor questionnaire confirming qualification as an accredited investor under Rule 501(a) of Regulation D.

3. Each entity investor is a single-member limited liability company. In each case, the accredited investor status of the entity derives from the accredited status of its sole member under Rule 501(a)(8) (entity in which all equity owners are accredited investors).

4. No investor has been classified as a non-accredited investor. No investor has been classified as a "sophisticated" non-accredited investor under Rule 506(b)(2)(ii). APPENDIX C Key Corporate Reference Data The following reference data for Brightfield Cloud Services Inc. is compiled for use in connection with the Form D filing, blue-sky notice filings, and general closing records. END OF MEMORANDUM AND ATTACHMENTS T