Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP ("C&H," "we," or the "Firm") is pleased to confirm that Brightfield Cloud Services Inc., a Delaware corporation ("BCS" or the "Company"), has engaged the Firm to serve as outside legal counsel to BCS in connection with BCS's proposed acquisition of Codelaunch Labs, Inc., a Delaware corporation ("Codelaunch" or the "Target"), with principal offices located in Austin,

2. Scope of Representation The Firm's representation of BCS in connection with the proposed acquisition of Codelaunch will encompass the services described in Sections 2.1 through 2.6 below. The scope of the engagement may be modified or expanded by mutual written agreement of the parties as the transaction progresses. 2.1 Transaction Structuring and Negotiation The Firm will advise BCS on the structuring of the prop

3. Engagement Team and Staffing 3.1 Responsible Partner Beatrice Holloway, Partner, Mergers & Acquisitions, will serve as the responsible partner for this engagement. Ms. Holloway will have overall responsibility for the engagement, including management of the client relationship, supervision of the engagement team, strategic advice to BCS on transaction structure and negotiation strategy, and oversight of all work p

4. Fee Arrangements 4.1 Hourly Rates Services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the attorneys and paraprofessionals staffed on the matter. The applicable 2023 hourly rates are as follows: The specific rate applicable to each individual timekeeper will depend upon the timekeeper's seniority, experience, and area of specialization.

5. Client Responsibilities and Contacts The success and efficiency of the engagement will depend in substantial part on BCS's cooperation and timely provision of information. BCS's day-to-day deal lead for the proposed acquisition will be Simone Lacroix, Vice President, Corporate Development, who will serve as the primary business contact for the Firm's engagement team in connection with the transaction. The primary

6. Confidentiality The Firm recognizes the sensitive nature of the information that BCS will share with us in connection with this engagement. All confidential information provided by BCS to the Firm, including information regarding the proposed acquisition, the Company's business and operations, the Company's negotiations with the Target, and the Company's strategic plans and financial information, will be treated a

7. Conflicts of Interest Prior to accepting this engagement, the Firm conducted a thorough review of its conflict-checking systems to identify any actual or potential conflicts of interest that could affect the Firm's ability to represent BCS in connection with the proposed acquisition. Based on our review, we have identified no conflicts of interest that would prevent us from undertaking this engagement. Specificall

8. Document Retention Upon the conclusion of this engagement, the Firm will retain engagement files (including electronic files and correspondence) in accordance with the Firm's standard document retention policies. Under the Firm's current policy, engagement files are retained for a minimum of seven (7) years from the date on which the matter is closed in the Firm's records. Following the expiration of the applicabl

9. Termination Either BCS or the Firm may terminate this engagement at any time upon written notice to the other party. In the case of termination by the Firm, termination shall be subject to the Firm's professional obligations regarding withdrawal from representation, including the obligation to take reasonable steps to protect the client's interests, to provide reasonable notice, to allow time for the client to eng

10. Limitation of Liability To the fullest extent permitted by applicable law and the rules of professional conduct, the Firm's aggregate liability to BCS for any and all claims, losses, damages, costs, and expenses arising out of or related to this engagement, whether based on contract, tort, negligence, strict liability, or any other legal theory, shall not exceed the total amount of professional fees actually paid

11. Governing Law and Dispute Resolution This Letter and the engagement described herein shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts-of-law principles thereof. In the event that any dispute arises between BCS and the Firm out of or in connection with this engagement or this Letter, including any dispute regarding the Firm's fees, the scope of t

12. Entire Agreement This Letter constitutes the entire agreement between BCS and the Firm with respect to the terms and conditions of this engagement and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter hereof. No representations, warranties, or commitments have been made by either party except as expressly set