Contract analysis

1. Purpose and Engagement Overview Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Brightfield Cloud Services Inc. ("BCS" or the "Client") in connection with the negotiation, drafting, and documentation of an Original Equipment Manufacturer Reseller Agreement (the "Agreement") between BCS, as licensor, and Vantage Industrial Solutions, LLC ("Vantage"), a Delaware limited liabil

2. Scope of Representation The Firm will provide the following legal services to BCS in connection with the negotiation and documentation of the Agreement: (a) Drafting of the Agreement. Preparation of the initial draft of the OEM Reseller Agreement and all exhibits, schedules, appendices, and ancillary attachments thereto, on behalf of BCS in its capacity as licensor of the BrightEdge IoT Platform technology. This w

3. Staffing and Key Personnel The Firm has assembled the following team to handle this engagement: Responsible Partner: Douglas Fairchild Mr. Fairchild is a partner in the Firm's Real Estate practice group and serves as the long-standing relationship partner for portfolio companies of Veltrano Capital Partners Fund IV, L.P. Mr. Fairchild will have overall responsibility for the client relationship and matter supervis

4. Client Contact Information The primary client contact for this engagement is Priya Narasimhan, General Counsel, Brightfield Cloud Services Inc. All substantive communications regarding the Agreement, including requests for instructions, approval of draft documents, and strategic decisions, shall be directed through or confirmed with Ms. Narasimhan. In addition, the Client designates the following individual as an

5. Fee Arrangements 5.1 Hourly Rates The Firm will bill for professional services rendered in connection with this engagement on an hourly basis at the Firm's standard hourly rates in effect at the time services are performed. Time is recorded and billed in increments of one-tenth (0.1) of an hour. The current applicable hourly rates for the categories of timekeepers expected to work on this matter are as follows: Th

6. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and the Texas Disciplinary Rules of Professional Conduct. Based on the information currently available to us, we have identified no conflicts of interest that would preclude or limit our representation of BCS in this matter. Specifically, the Firm does not currently represent Vantage Industrial Solutions, LLC,

7. Confidentiality and Privilege All communications between the Client and the Firm in connection with this engagement, including oral and written communications, memoranda, drafts, notes, and work product, are protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm will take reasonable measures to preserve the confidentiality and privileged

8. Document Retention Upon completion or termination of this engagement, the Firm will retain the engagement file, including work product, correspondence, drafts, research memoranda, and copies of executed documents, for a period of seven (7) years from the date of completion or termination (the "Retention Period"). At the expiration of the Retention Period, the Firm may destroy or dispose of the file, including all

9. Termination of Engagement Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Termination by the Client shall be effective upon receipt of written notice by the Firm. Termination by the Firm shall be subject to compliance with applicable rules of professional conduct, including Rule 1.15 of the Texas Disciplinary Rules of Professional Conduct, and any app

10. No Guarantee of Outcome The Firm has made no promises or guarantees regarding the outcome of the negotiations with Vantage, the specific terms of the final Agreement, or the timeline for reaching a fully executed Agreement. The practice of law involves inherent uncertainties, and the results of any negotiation depend on numerous factors beyond the Firm's control, including the positions taken by Vantage and its c

11. Governing Law This engagement letter and the attorney-client relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. To the extent applicable, the Texas Disciplinary Rules of Professional Conduct and related interpretive guidance shall also govern the professional aspects of the Firm's rel

12. Entire Agreement and Amendments This letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of the engagement described herein and supersedes all prior or contemporaneous oral or written discussions, negotiations, representations, or understandings relating to the subject matter of this letter. No amendment, modification, supplement, or waiver of any provi

13. Acceptance We are grateful for the opportunity to serve Brightfield Cloud Services Inc. in this matter and look forward to a successful engagement. Please confirm your acceptance of the terms set forth in this letter by countersigning a copy in the space provided below and returning it to us at your earliest convenience. A copy may be returned via email to douglas.fairchild@calderwoodharkness.com or via mail to t