Contract analysis

1. Purpose of Letter; Confirmation of Termination of Engagement This letter confirms the formal closure of Calderwood & Harkness LLP's ("Calderwood & Harkness" or the "Firm") engagement on behalf of Brightfield Cloud Services Inc. ("Brightfield" or the "Company") in connection with the proposed exclusive inbound technology license of the DeltaSync distributed-cache orchestration platform (the "DeltaSync Platform") fr

2. Summary of Engagement and Negotiation Timeline Calderwood & Harkness was formally engaged by Brightfield on June 8, 2023, pursuant to an engagement letter of even date, to represent the Company as prospective licensee in the negotiation and documentation of an exclusive, fully paid-up technology license from Nexilis for its patented DeltaSync Platform. The DeltaSync Platform is a distributed-cache orchestration sy

3. Calderwood & Harkness Engagement Team The following attorneys comprised the Calderwood & Harkness engagement team on this matter and contributed to the work performed during the course of the representation: Catherine Bloom served as the Responsible Partner on the engagement and maintained overall supervisory authority over the representation, including direct participation in all principal negotiation sessions an

4. Obligations Under the Mutual NDA — Return and Destruction of Confidential Information As noted in Section 2 above, Brightfield and Nexilis entered into a Mutual Nondisclosure Agreement effective as of June 19, 2023. Calderwood & Harkness, acting in its capacity as outside counsel to Brightfield, received Confidential Information of Nexilis in connection with the proposed transaction. The Confidential Information r

5. File Retention Policy Calderwood & Harkness will retain the matter file for Matter No. 1042-00003, including both physical and electronic records, in accordance with the Firm's standard document retention policies as set forth in the Firm's Records Management Policy (as amended through January 1, 2023). Under the Firm's retention policy, matter files will be maintained for a period of seven (7) years from the date

6. Outstanding Invoicing and Fees Calderwood & Harkness will issue a final invoice covering all professional fees and disbursements incurred through the date of matter closure (September 15, 2023). The final invoice, with a detailed breakdown of charges by timekeeper, activity, and date, will follow under separate cover and will be transmitted to Daniel Oshiro and the Brightfield accounts payable department in accord

7. No Ongoing Representation; Potential Future Engagement With the closure of Matter No. 1042-00003, Calderwood & Harkness's representation of Brightfield Cloud Services Inc. in connection with the proposed DeltaSync technology license has concluded. Effective as of the date of this letter, the attorney-client relationship between Calderwood & Harkness and Brightfield with respect to this matter has terminated. The F

8. Strategic Observations While this letter is principally administrative in nature, we thought it would be useful to include a brief observation regarding the commercial context that informed Brightfield's decision to decline the transaction on the terms available. As noted above, the field-of-use restriction issue that ultimately caused the negotiations to fail arose from Nexilis's existing contractual commitments