Contract analysis

Section 1. Definitions As used in this Side Letter, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not otherwise defined in this Side Letter shall have the meanings set forth in the SAFEs. "Company" means Brightfield Cloud Services Inc., a Delaware corporation. "Equity Financing" has the meaning ascribed to such term in each SAFE, and shall mean a bona fide transaction

Section 2. Pro Rata Right 2.1 Grant of Right. Subject to the terms and conditions of this Side Letter, the Company hereby grants to each Major Purchaser the right (but not the obligation) to purchase up to such Major Purchaser's Pro Rata Share of the Equity Financing Securities issued and sold by the Company in the next Equity Financing, on the same terms, conditions, and at the same price per share as offered to the

Section 3. Representations and Warranties of Each Major Purchaser Each Major Purchaser, severally and not jointly, hereby represents and warrants to the Company as of the Effective Date, and shall be deemed to re-make such representations and warranties as of the date of delivery of any Exercise Notice and as of the closing date of the Equity Financing (if applicable), as follows: 3.1 Accredited Investor Status. Such

Section 4. Representations and Warranties of the Company The Company hereby represents and warrants to each Major Purchaser as of the Effective Date as follows: 4.1 Organization and Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company is qualified to do business as a foreign corporation and is in good standing in the Stat

Section 5. Confidentiality 5.1 Confidentiality Obligations. Each Major Purchaser agrees to hold in strict confidence and not to disclose, publish, or otherwise disseminate to any third party any information received from the Company in connection with the exercise of the pro rata right granted hereunder, including without limitation the terms, conditions, and contents of the Equity Financing Notice, any information r

Section 6. Amendment and Waiver This Side Letter may not be amended, modified, supplemented, or restated, and no provision hereof may be waived, except by a written instrument duly executed by the Company and each Major Purchaser who is affected by such amendment, modification, supplement, restatement, or waiver. Any such amendment, modification, supplement, restatement, or waiver shall be binding upon each party her

Section 7. Assignment The rights and obligations of each Major Purchaser under this Side Letter are personal to such Major Purchaser and may not be transferred, assigned, delegated, hypothecated, or otherwise disposed of, in whole or in part, by operation of law or otherwise, without the prior written consent of the Company, which consent may be withheld in the Company's sole discretion; provided, however, that a Maj

Section 8. Governing Law This Side Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 9. Entire Agreement This Side Letter, together with the SAFEs and any other documents, instruments, or agreements executed and delivered by the parties in connection with the SAFE financing contemplated thereby, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, negotiations, and

Section 10. Notices All notices, requests, consents, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given: (a) when delivered personally to the party to be notified; (b) when sent by confirmed electronic mail (with written confirmation of receipt by the recipient, which may be by reply e-mail confirming receipt); or (c) one (1) business day

Section 11. Severability If any provision of this Side Letter (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect under any applicable law, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Side Letter shall be construed as if such invalid, illegal, or unenforceable provision (or portion ther

Section 12. Counterparts This Side Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any ot