1042-00001 · Brightfield Cloud Services Inc · Closing

borrowers-counsel-legal-opinion.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP

Attorneys at Law

One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: (212) 455-7200 Facsimile: (212) 455-7210

Austin Office: 300 West 6th Street, Suite 2100, Austin, Texas 78701 Telephone: (512) 721-1800

August 12, 2022

Pinnacle National Bank, National Association, as Lender and Administrative Agent 600 Lexington Avenue, 35th Floor New York, New York 10022

Attention: Thomas Whitford, Senior Vice President, Technology Lending Group

Meridian Whitcomb LLC, as Collateral Agent 100 Wall Street, 18th Floor New York, New York 10005

Attention: Laura Desmond, Vice President, Agency Services

Re: $35,000,000 Senior Secured Term Loan to Brightfield Cloud Services Inc.

Ladies and Gentlemen:

We have acted as counsel to Brightfield Cloud Services Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower" or "BCS"), in connection with the negotiation, execution, and delivery of the Loan Documents (as defined below) relating to the $35,000,000 senior secured term loan (the "Term Loan") extended to the Borrower pursuant to the Term Loan Agreement (as defined below) among BCS, Pinnacle National Bank, National Association ("Pinnacle" or the "Lender" and "Administrative Agent"), and Meridian Whitcomb LLC (the "Collateral Agent"). This matter is assigned Calderwood & Harkness LLP Matter Number 1042-00001.

This opinion letter is delivered to you pursuant to Section 4.01(g) of the Term Loan Agreement as a condition precedent to the initial funding of the $35,000,000 Term Loan on the date hereof (the "Closing Date"). We understand that closing and funding of the Term Loan are occurring on August 12, 2022.

I. LOAN DOCUMENTS

As used herein, the term "Loan Documents" refers collectively to the following agreements, instruments, and certificates:

(a) Term Loan Agreement — that certain Senior Secured Term Loan Agreement, dated as of July 28, 2022 (the "Term Loan Agreement"), among BCS, as Borrower, Pinnacle National Bank, N.A., as Lender and Administrative Agent, and Meridian Whitcomb LLC, as Collateral Agent, providing for a $35,000,000 senior secured term loan bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 350 basis points per annum, with a SOFR floor of 0.50%, and maturing on August 12, 2027;

(b) Guaranty — that certain Guaranty Agreement, dated as of July 28, 2022 (the "Guaranty"), by Solara Holdings Group LLC, a limited liability company organized under the laws of the State of Delaware (the "Guarantor"), in favor of Pinnacle National Bank, N.A., as Administrative Agent, for the ratable benefit of the Lender, guaranteeing all of the obligations of the Borrower arising under or in connection with the Term Loan Agreement and the other Loan Documents;

(c) Security Agreement — that certain Security Agreement, dated as of July 28, 2022 (the "Security Agreement"), by BCS, as Grantor, in favor of Meridian Whitcomb LLC, as Collateral Agent for the benefit of Pinnacle National Bank, N.A., as Lender, granting a first-priority security interest in substantially all of the assets of the Borrower, as more particularly described therein;

(d) Officer's Certificate — that certain Certificate of Marcus Elliston, Chief Executive Officer of BCS, dated August 12, 2022 (the "Officer's Certificate");

(e) Secretary's Certificate — that certain Certificate of Jerome Hartwell, General Counsel and Secretary of BCS, dated August 12, 2022 (the "Secretary's Certificate"); and

(f) such other ancillary documents, instruments, and certificates executed and delivered in connection with the foregoing.

Capitalized terms used but not otherwise defined in this opinion letter shall have the meanings ascribed to them in the Term Loan Agreement.

II. DOCUMENTS AND ITEMS EXAMINED

In connection with the opinions expressed herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, certificates, and records:

1. The Term Loan Agreement (execution version, dated as of July 28, 2022);

2. The Guaranty Agreement (execution version, dated as of July 28, 2022);

3. The Security Agreement (execution version, dated as of July 28, 2022);

4. The Certificate of Incorporation of Brightfield Cloud Services Inc., as filed with the Secretary of State of the State of Delaware, together with all amendments and restatements thereto, as certified by the Secretary's Certificate;

5. The Bylaws of BCS, as currently in effect, together with all amendments thereto, as certified by the Secretary's Certificate;

6. Resolutions of the Board of Directors of BCS, adopted by unanimous written consent dated July 25, 2022, authorizing the execution, delivery, and performance of the Loan Documents, the borrowing of $35,000,000 under the Term Loan Agreement, the granting of a security interest in substantially all of the assets of BCS pursuant to the Security Agreement, and the taking of all actions necessary or advisable in connection therewith, as certified by the Secretary's Certificate;

7. An incumbency certificate identifying the authorized officers of BCS, including Marcus Elliston (Chief Executive Officer), Priya Ramanathan (Chief Financial Officer), and Jerome Hartwell (General Counsel and Secretary), together with specimen signatures of each such officer, as certified by the Secretary's Certificate;

8. A Certificate of Good Standing of BCS issued by the Secretary of State of the State of Delaware, dated on or about the Closing Date;

9. Certificates of qualification and/or good standing of BCS issued by the Secretaries of State or equivalent governmental officials of the States of Texas, Arizona, California, and Virginia, each dated on or about the Closing Date;

10. UCC-1 financing statements (File Nos. 2022-0812-0437 and 2022-0812-1029) filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, respectively, in favor of Meridian Whitcomb LLC, as Collateral Agent, naming BCS as debtor;

11. Reports of Uniform Commercial Code, federal and state tax lien, and judgment searches conducted against BCS in the States of Delaware and Texas, delivered by Pemberton Health IT on or about August 10, 2022;

12. A payoff letter from Ridgeline Commercial Bank, dated on or about August 12, 2022, reflecting a payoff amount of $8,237,422.00 (consisting of $8,200,000.00 in outstanding principal and $37,422.00 in accrued and unpaid interest) required to satisfy in full BCS's obligations under that certain Credit Agreement dated as of March 15, 2019, between BCS and Ridgeline Commercial Bank;

13. Evidence of UCC-3 termination statements to be filed by or on behalf of Ridgeline Commercial Bank with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, terminating Ridgeline Commercial Bank's previously filed UCC-1 financing statements against BCS;

14. The Officer's Certificate of Marcus Elliston, Chief Executive Officer of BCS, dated August 12, 2022;

15. The Secretary's Certificate of Jerome Hartwell, General Counsel and Secretary of BCS, dated August 12, 2022;

16. A Pro Forma Compliance Certificate executed by Priya Ramanathan, Chief Financial Officer of BCS, dated August 12, 2022, demonstrating pro forma compliance with the financial covenants set forth in Article VII of the Term Loan Agreement as of the Closing Date after giving effect to the funding of the Term Loan and the application of proceeds thereof (including the payoff of the existing Ridgeline Commercial Bank indebtedness); and

17. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein.

III. ASSUMPTIONS

In rendering the opinions expressed herein, we have, with your consent and without independent investigation or verification, assumed the following:

1. All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies conform in all material respects to the originals thereof. All signatures on all documents reviewed by us are genuine and authorized, and all persons who have signed documents in connection with the transactions contemplated by the Loan Documents were, at the time of execution, competent to do so.

2. Each natural person who executed any document reviewed by us in connection with the rendering of this opinion had, at the time of such execution, the legal capacity to execute such document.

3. Pinnacle National Bank, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with full power and authority to conduct its banking business as presently conducted and to enter into and perform its obligations under the Loan Documents to which it is a party.

4. Meridian Whitcomb LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full power and authority to act as Collateral Agent under the Security Agreement and to enter into and perform its obligations under the Loan Documents to which it is a party.

5. Each party to the Loan Documents (other than BCS) has the requisite organizational power and authority to execute, deliver, and perform its obligations under the Loan Documents to which it is a party, and the execution, delivery, and performance of the Loan Documents have been duly authorized by all requisite organizational action on the part of each such party (other than BCS), and the Loan Documents have been duly executed and delivered by each such party (other than BCS).

6. The Loan Documents constitute the legal, valid, and binding obligations of each party thereto (other than BCS), enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, and equitable principles.

7. Pinnacle National Bank, N.A. and Meridian Whitcomb LLC have each acted in good faith and without notice of any defense against the enforcement of any rights created by or arising under the Loan Documents, and neither Pinnacle National Bank, N.A. nor Meridian Whitcomb LLC has engaged in any conduct that would give rise to a defense of waiver, estoppel, or similar defense.

8. There are no agreements, instruments, or understandings, whether oral or written, among the parties to the Loan Documents that would modify, amend, supplement, or otherwise alter the terms of the Loan Documents as reviewed by us, and there are no conditions to the effectiveness of the Loan Documents other than as expressly set forth therein.

9. The facts and statements set forth in the Officer's Certificate, the Secretary's Certificate, and the Pro Forma Compliance Certificate are true, correct, and complete in all material respects as of the date hereof, and such certificates accurately reflect the current status of the matters addressed therein.

10. Solara Holdings Group LLC (the Guarantor) has the requisite limited liability company power and authority to execute, deliver, and perform its obligations under the Guaranty and has duly authorized, executed, and delivered the Guaranty. We note that we do not opine on any matters relating to the Guarantor or the enforceability of the Guaranty against the Guarantor. The Guarantor is represented by its own counsel and may, if required under the Term Loan Agreement, furnish a separate legal opinion addressing such matters.

IV. OPINIONS

Based upon the foregoing, and subject in each case to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:

Opinion 1: Due Organization and Good Standing

Brightfield Cloud Services Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. BCS has the corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted in all material respects as described in the Officer's Certificate and the Secretary's Certificate.

Based solely on certificates of qualification and/or good standing obtained from the relevant governmental authorities of the States of Texas, Arizona, California, and Virginia, each dated on or about the Closing Date, BCS is duly qualified to transact business and is in good standing as a foreign corporation in each of the States of Texas, Arizona, California, and Virginia.

Opinion 2: Corporate Power and Authority

BCS has the corporate power and authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, including without limitation the Term Loan Agreement and the Security Agreement.

BCS has the corporate power and authority to borrow $35,000,000 under the Term Loan Agreement and to incur the indebtedness evidenced thereby, and to grant a first-priority security interest in substantially all of its assets in favor of the Collateral Agent for the benefit of the Lender pursuant to the Security Agreement.

Opinion 3: Due Authorization

The execution, delivery, and performance by BCS of each of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby (including the borrowing of $35,000,000 under the Term Loan Agreement and the granting of security interests pursuant to the Security Agreement), have been duly authorized by all requisite corporate action on the part of BCS. Such requisite corporate action includes the resolutions of the Board of Directors of BCS adopted by unanimous written consent dated July 25, 2022, copies of which are attached to and certified by the Secretary's Certificate.

No vote or approval of the stockholders of BCS is required under the General Corporation Law of the State of Delaware, the Certificate of Incorporation of BCS, or the Bylaws of BCS for BCS to enter into the Loan Documents or to consummate the transactions contemplated thereby.

Opinion 4: Execution and Delivery

Each of the Loan Documents to which BCS is a party has been duly executed and delivered by BCS. The Loan Documents to which BCS is a party have been executed on behalf of BCS by authorized officers of BCS, specifically Marcus Elliston, Chief Executive Officer, and/or Priya Ramanathan, Chief Financial Officer, as applicable, each of whom is identified in the incumbency certificate forming part of the Secretary's Certificate and whose authority to execute such documents was duly confirmed by the resolutions of the Board of Directors of BCS referenced above.

Opinion 5: Enforceability

The Term Loan Agreement constitutes the legal, valid, and binding obligation of BCS, enforceable against BCS in accordance with its terms, subject to the Enforceability Qualifications set forth in Section V below.

The Security Agreement constitutes the legal, valid, and binding obligation of BCS, enforceable against BCS in accordance with its terms, subject to the Enforceability Qualifications set forth in Section V below.

Opinion 6: No Conflicts

The execution, delivery, and performance by BCS of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby (including the borrowing of $35,000,000 under the Term Loan Agreement and the granting of security interests pursuant to the Security Agreement), do not and will not:

(a) violate or conflict with the Certificate of Incorporation of BCS, as amended to date, or the Bylaws of BCS, as amended to date;

(b) violate or conflict with any law, statute, rule, or regulation of the State of New York, the State of Delaware, the State of Texas, or the federal laws of the United States applicable to BCS, in each case limited to those laws, statutes, rules, and regulations that, in our experience, are normally applicable to corporations engaged in business activities similar to those of BCS and to transactions of the type contemplated by the Loan Documents (without our having made any special investigation as to the applicability of any specific law, statute, rule, or regulation);

(c) result in a breach of, or constitute a default (or an event which, with notice, lapse of time, or both, would constitute a default) under, or require any consent or approval under, any material agreement, contract, indenture, mortgage, deed of trust, license, or other instrument to which BCS is a party or by which BCS or any of its properties or assets are bound, in each case to the extent such agreements and instruments have been identified to us by BCS in the Officer's Certificate and the Secretary's Certificate; or

(d) result in the creation or imposition of any lien, charge, pledge, security interest, or other encumbrance upon any of the properties or assets of BCS, other than the liens and security interests created by the Security Agreement in favor of Meridian Whitcomb LLC, as Collateral Agent, for the benefit of Pinnacle National Bank, N.A., as Lender.

Opinion 7: Governmental Consents

No consent, approval, authorization, order, registration, qualification, or filing with any federal, state, or local governmental authority or regulatory body is required for the execution, delivery, and performance by BCS of the Loan Documents to which it is a party, or for the consummation of the transactions contemplated thereby, except for:

(a) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware (BCS being organized in Delaware) and the Secretary of State of the State of Texas (the chief executive office of BCS being located in Texas), which UCC-1 financing statements have been duly filed on or before the Closing Date; and

(b) such other consents, approvals, authorizations, orders, registrations, qualifications, or filings as have already been obtained or made prior to the Closing Date and are in full force and effect as of the date hereof.

Opinion 8: Security Interest (UCC Opinions)

The Security Agreement creates a valid security interest in favor of Meridian Whitcomb LLC, as Collateral Agent, in the personal property collateral of BCS described in the Security Agreement (collectively, the "Collateral"), to the extent that a security interest therein may be created under Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "NY UCC").

Upon the filing of UCC-1 financing statements with (i) the Secretary of State of the State of Delaware, the State of Delaware being the State in which BCS is organized as contemplated by Section 9-301(1) of the NY UCC, and (ii) the Secretary of State of the State of Texas, the State of Texas being the State in which the chief executive office of BCS is located, the security interest in the Collateral of the type in which a security interest may be perfected by the filing of a UCC-1 financing statement under the NY UCC has been perfected. Such UCC-1 financing statements have been filed on or before the Closing Date.

We note that perfection of a security interest in certain categories of Collateral — including without limitation deposit accounts (as defined in Section 9-102(a)(29) of the NY UCC), letter-of-credit rights (as defined in Section 9-102(a)(51) of the NY UCC), electronic chattel paper (as defined in Section 9-102(a)(31) of the NY UCC), and certain categories of investment property (as defined in Section 9-102(a)(49) of the NY UCC) — may require "control" (as defined in the applicable provisions of the NY UCC) or other actions beyond the filing of a UCC-1 financing statement. We express no opinion as to the perfection of a security interest in any Collateral to the extent that perfection requires control or any method other than the filing of a UCC-1 financing statement. We further express no opinion as to the priority of the security interest created by the Security Agreement relative to the interests of any third party.

Opinion 9: No Litigation (Negative Assurance)

Based solely upon (i) the representations and certifications set forth in the Officer's Certificate of Marcus Elliston, Chief Executive Officer of BCS, dated August 12, 2022, and (ii) inquiries of Jerome Hartwell, General Counsel of BCS, conducted by members of this firm on or about the Closing Date, we are not aware of any pending or, to our knowledge, threatened litigation, arbitration, administrative proceeding, or governmental investigation or proceeding against BCS or any of its properties or assets that would reasonably be expected to have a material adverse effect on the financial condition, business, operations, or properties of BCS or that would materially and adversely affect BCS's ability to perform its obligations under the Loan Documents.

This opinion is not, and should not be construed as, an independent factual investigation or an assurance regarding the absence of claims or proceedings, and is limited solely to the sources of information described above.

V. QUALIFICATIONS AND LIMITATIONS

The opinions expressed herein are subject to and limited by the following qualifications and limitations:

A. Enforceability Qualifications

The enforceability opinions set forth in Opinion 5 above (and any other opinion expressed herein that relates to the enforceability of any agreement or instrument) are subject to and limited by:

1. Bankruptcy and Insolvency Laws. The effect of applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally, including without limitation the United States Bankruptcy Code (Title 11, United States Code), as amended from time to time, and applicable state laws relating to assignments for the benefit of creditors and similar debtor relief laws.

2. General Principles of Equity. General principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity), including without limitation concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies regardless of the adequacy of legal remedies. The application of equitable principles is within the discretion of the court before which any proceeding may be brought, and such principles may limit the availability of certain remedies provided for in the Loan Documents.

3. Usury and Interest Rate Limitations. The effect of applicable usury laws, interest rate limitation statutes, or judicial decisions limiting the rate of interest that may be charged, contracted for, or collected, including any applicable provisions of New York General Obligations Law Section 5-501 and New York Banking Law Section 14-a, and federal laws preempting state usury limitations for certain classes of lenders.

B. Scope of Laws Covered

The opinions expressed herein are limited in all respects to the laws of the State of New York (excluding the choice-of-law rules thereof except to the extent that such rules require the application of the laws of the State of New York), the General Corporation Law of the State of Delaware (Title 8, Chapter 1 of the Delaware Code), and the federal laws of the United States of America, in each case as in effect on the date hereof. We do not express any opinion with respect to the laws of any other jurisdiction, including without limitation the internal laws of the States of Texas, Arizona, California, or Virginia (other than as stated in Opinion 1 above regarding BCS's qualification to do business in such states, as to which we have relied solely on certificates of good standing or qualification issued by the appropriate governmental authorities of such states, dated on or about the Closing Date, without any independent investigation).

C. Specific Limitations

We express no opinion as to:

1. The enforceability of provisions in the Loan Documents relating to indemnification, contribution, or exculpation to the extent that such provisions may be limited by applicable law or public policy, including without limitation provisions that purport to indemnify a party against liability arising from such party's own negligence, gross negligence, willful misconduct, or violation of applicable law.

2. The enforceability of any choice-of-law or choice-of-forum provisions, or any consent to jurisdiction or waiver of objection to venue provisions, contained in the Loan Documents, or the enforceability of any provision waiving the right to trial by jury, to the extent that such provisions may be subject to limitation under applicable law.

3. The enforceability of any provision in the Loan Documents that purports to establish evidentiary standards or that purports to make certain determinations or certificates conclusive or binding upon any party.

4. Compliance with or the effect of any antitrust, securities, tax (including without limitation federal, state, or local income tax or transfer tax), environmental, pension (including without limitation the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), labor, healthcare, data privacy, sanctions, anti-money laundering, or other regulatory laws or regulations, except as expressly addressed herein and except for the General Corporation Law of the State of Delaware.

5. The creation, attachment, perfection, or priority of security interests in any property or assets to the extent governed by laws other than Article 9 of the NY UCC, including without limitation (i) real property or interests therein, (ii) intellectual property that is subject to federal registration requirements (including patents, patent applications, registered trademarks, trademark applications, and copyrights, to the extent such security interests may be governed by federal law, including the United States Patent Act, the Lanham Act, or the Copyright Act), (iii) fixtures (to the extent governed by real property law), (iv) motor vehicles or other assets subject to certificate-of-title statutes, and (v) property located outside the United States or governed by the laws of a jurisdiction other than the State of New York.

6. The effect of any pending or future changes in applicable law, whether by legislative enactment, judicial decision, regulatory action, or otherwise, that may occur after the date hereof.

7. Any matters relating to Solara Holdings Group LLC (the Guarantor), including without limitation (i) the due organization, valid existence, or good standing of the Guarantor, (ii) the Guarantor's power and authority to execute, deliver, and perform the Guaranty, (iii) the due authorization, execution, or delivery of the Guaranty by the Guarantor, or (iv) the enforceability of the Guaranty against the Guarantor. As noted above, the Guarantor is represented by its own counsel and may, if required under Section 4.01(h) of the Term Loan Agreement, deliver a separate legal opinion addressing such matters.

D. No Implied Opinions

We express no opinion other than those expressly set forth herein. No opinion is to be implied or may be inferred beyond the matters expressly stated in this opinion letter, and we disclaim any obligation to address any matters not expressly covered by the opinions set forth above, whether or not such matters might be relevant to the transactions contemplated by the Loan Documents.

VI. RELIANCE AND LIMITATIONS ON USE

This opinion letter is rendered solely for the benefit of Pinnacle National Bank, National Association, in its capacity as Lender and Administrative Agent under the Term Loan Agreement, and Meridian Whitcomb LLC, in its capacity as Collateral Agent under the Security Agreement, and their respective successors in such capacities, in connection with the transactions contemplated by the Term Loan Agreement and the other Loan Documents. This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent.

Notwithstanding the foregoing, this opinion letter may be relied upon by any permitted assignee or participant of Pinnacle National Bank, N.A. under the Term Loan Agreement that acquires an interest in the Term Loan or the commitments thereunder in accordance with the provisions of the Term Loan Agreement; provided, however, that any such reliance by a permitted assignee or participant shall be subject to the same assumptions, qualifications, limitations, and exceptions set forth herein, and such permitted assignee or participant shall be deemed to have acknowledged and accepted such assumptions, qualifications, limitations, and exceptions by relying on this opinion letter.

This opinion letter is given as of the date hereof, and we speak only as to laws and facts in existence as of the date hereof. We undertake no obligation, and hereby disclaim any obligation, to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law (whether by legislative action, judicial decision, regulatory action, or otherwise) that may hereafter occur, even if such facts, circumstances, or changes may affect the opinions expressed herein.

Very truly yours,