1042-00001 · Brightfield Cloud Services Inc · Correspondence

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

Principal Office One Liberty Plaza, 42nd Floor New York, NY 10006 Tel: (212) 554-7000

Fax: (212) 554-7001

Austin Office 300 West 6th Street, Suite 2100 Austin, TX 78701 Tel: (512) 318-4400

Fax: (512) 318-4401

August 12, 2022

Brightfield Cloud Services Inc. 4200 Lone Star Parkway, Suite 800 Austin, TX 78731

Attention: Jerome Hartwell, General Counsel

Re: Closing Confirmation — $35,000,000 Senior Secured Term Loan C&H Matter No. 1042-00001

Dear Mr. Hartwell:

1. Purpose and Confirmation of Closing

Calderwood & Harkness LLP is pleased to confirm that the closing and funding of the $35,000,000 senior secured term loan facility (the "Term Loan") was successfully completed today, August 12, 2022. This letter memorializes the principal events that occurred at the closing, summarizes the key terms and upcoming dates of which BCS should be aware, and identifies certain post-closing obligations that remain outstanding as of the date hereof.

As you are aware, the Term Loan Agreement, dated as of July 28, 2022 (the "Signing Date"), among Brightfield Cloud Services Inc. ("BCS" or the "Borrower"), Pinnacle National Bank, N.A. ("Pinnacle" or the "Lender" and "Administrative Agent"), and Meridian Whitcomb LLC (the "Collateral Agent") (the "Term Loan Agreement"), is now fully effective, and all loan proceeds have been funded to the accounts designated in the Funds Flow Memorandum described in Section 5 below. We note for the record that the original anticipated closing and funding date was July 28, 2022, which was the same date as the execution of the Term Loan Agreement and related transaction documents. Due to certain administrative and logistical matters—including the finalization of deposit account control agreements and the receipt of the payoff letter from Ridgeline Commercial Bank—the actual closing and funding date was extended to August 12, 2022. This extension was consented to by all parties and does not constitute a breach of, or default under, any provision of the Term Loan Agreement or any related transaction document.

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

2. Conditions Precedent — Satisfaction Confirmed

We have confirmed that all conditions precedent to the initial funding of the Term Loan set forth in Article V of the Term Loan Agreement were either satisfied or, where applicable, waived by the Administrative Agent and the Lender as of the closing date. The following is a summary of the principal conditions precedent and the manner in which each was satisfied:

A. Transaction Documents Executed and Delivered. The following transaction documents were duly executed and delivered by the applicable parties:

(i) Term Loan Agreement. The Term Loan Agreement (execution version dated July 28, 2022) was executed by BCS, as Borrower, Pinnacle National Bank, N.A., as Administrative Agent and Lender, and Meridian Whitcomb LLC, as Collateral Agent. Fully executed counterparts were delivered to all parties as of the Signing Date.

(ii) Guaranty Agreement. The Guaranty Agreement by Solara Holdings Group LLC (execution version dated July 28, 2022) was executed and delivered by David Kessler, in his capacity as Authorized Representative of Solara Holdings Group LLC. Pursuant to the Guaranty Agreement, Solara Holdings Group LLC has unconditionally and irrevocably guaranteed the due and punctual payment and performance of all Obligations of BCS under the Term Loan Agreement and the other Loan Documents.

(iii) Security Agreement. The Security Agreement by BCS in favor of Meridian Whitcomb LLC, as Collateral Agent (execution version dated July 28, 2022), was executed and delivered by BCS. The Security Agreement grants the Collateral Agent, for the benefit of the Secured Parties, a first-priority lien on and security interest in substantially all of the personal property and assets of BCS, as more fully described in Section 4 below.

B. Officer's Certificate. An Officer's Certificate was executed by Marcus Elliston, Chief Executive Officer of BCS, dated August 12, 2022 (the closing date). The Officer's Certificate certifies, among other things, that (a) all representations and warranties of BCS set forth in Article IV of the Term Loan Agreement are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of the closing date, with the same effect as though made on and as of such date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date); (b) no Default or Event of Default has occurred and is continuing or would result from the borrowing under the Term Loan; and (c) no material adverse change in the business, operations, assets, liabilities, condition (financial or otherwise), or results of operations of BCS has occurred since December 31, 2021.

C. Secretary's Certificate. A Secretary's Certificate was executed by Jerome Hartwell, in his capacity as General Counsel and Secretary of BCS, dated August 12, 2022 (the closing date). The Secretary's Certificate attaches certified copies of the following:

(i) the Certificate of Incorporation of BCS, as currently in effect, certified by the Delaware Secretary of State;

(ii) the Bylaws of BCS, as currently in effect, certified by the Secretary of BCS;

(iii) resolutions of the Board of Directors of BCS authorizing the execution, delivery, and performance of the Term Loan Agreement and the other Loan Documents, the borrowing of the Term Loan proceeds, and the grant of the security interests contemplated by the Security Agreement, certified by the Secretary of BCS as being true, correct, and complete and in full force and effect as of the closing date without modification or amendment; and

(iv) an incumbency certificate setting forth the names, titles, and specimen signatures of each officer of BCS authorized to sign the Loan Documents and any other documents to be delivered in connection therewith, namely: Marcus Elliston (Chief Executive Officer), Priya Ramanathan (Chief Financial Officer), and Jerome Hartwell (General Counsel and Secretary).

D. Legal Opinions. The following legal opinions were delivered in connection with the closing:

(i) Borrower's Counsel Legal Opinion. Calderwood & Harkness LLP delivered its legal opinion, dated August 12, 2022, addressed to Pinnacle National Bank, N.A. and Meridian Whitcomb LLC, in substantially the form agreed upon among the parties. The opinion was signed by Ian Blackwood, Partner, and covers, among other things, the due organization and good standing of BCS, the due authorization, execution, delivery, and enforceability of the Loan Documents against BCS, and the creation and perfection of the security interests granted under the Security Agreement, in each case subject to customary qualifications, exceptions, and assumptions.

(ii) Lender's Counsel Opinion. Wainwright & Pryor LLP, as counsel to Pinnacle National Bank, N.A., delivered its legal opinion, dated August 12, 2022, addressed to Pinnacle National Bank, N.A. (W&P Matter No. 1042-00001). The opinion was delivered by Gregory Fontaine, Partner, and covers such matters as Wainwright & Pryor deemed appropriate in connection with the transaction.

E. Payoff Letter. A Payoff Letter was received from Ridgeline Commercial Bank (contact: Renata Vasquez, Vice President, Commercial Lending), dated August 10, 2022, and confirmed as of August 12, 2022, setting forth the total payoff amount required to satisfy in full all outstanding obligations of BCS under the existing $15,000,000 Senior Secured Revolving Credit Facility, dated October 15, 2020, between BCS, as borrower, and Ridgeline Commercial Bank, as lender (the "Ridgeline Facility"). The total payoff amount was confirmed as $8,237,422, consisting of $8,200,000 in outstanding principal plus $37,422 in estimated accrued and unpaid interest through August 12, 2022. The satisfaction of this condition precedent and the payoff of the Ridgeline Facility are described in further detail in Section 3 below.

F. UCC-1 Financing Statements. UCC-1 financing statements naming BCS as debtor and Meridian Whitcomb LLC as secured party were filed with the Delaware Secretary of State (BCS's state of organization) and the Texas Secretary of State (BCS's chief executive office state) on or prior to the closing date. Further detail regarding these filings and the perfection of the Collateral Agent's security interests is set forth in Section 4 below.

G. Deposit Account Control Agreements. Deposit Account Control Agreements ("DACAs") were executed and delivered by BCS, the applicable depository institutions, and the Collateral Agent for all existing BCS operating accounts as of the closing date. These agreements establish the Collateral Agent's "control" over such deposit accounts for purposes of perfection of the security interest therein under Article 9 of the Uniform Commercial Code.

H. Evidence of Insurance. The following evidence of insurance was delivered and confirmed as satisfying the requirements of the Term Loan Agreement:

(i) Property & Casualty and Cyber Liability Insurance: Certificates of insurance evidencing coverage under policies issued by Northbrook Indemnity Insurance Co., with limits of $50,000,000 per occurrence for property and casualty and $10,000,000 per occurrence for cyber liability. Each policy names Pinnacle National Bank, N.A. as loss payee and additional insured, as required under the Loan Documents.

(ii) Directors & Officers Liability Insurance: Certificate of insurance evidencing coverage under a policy issued by Crosshaven Specialty Underwriters, Inc., with an aggregate limit of $15,000,000.

(iii) Insurance Broker: All policies referenced above are brokered through Ashford & Crane Insurance Brokerage LLC, Houston, Texas, which has confirmed the foregoing coverages and endorsements.

I. Audited Financial Statements. Audited financial statements of BCS for fiscal years ending December 31, 2020 and December 31, 2021, prepared and audited by Hartfield & Associates CPAs, PLLC (engagement partner: Neil Calderon, CPA), were delivered to Pinnacle. Such financial statements were prepared in accordance with generally accepted accounting principles consistently applied and were accompanied by unqualified audit reports.

J. Pro Forma Compliance Certificate. A Pro Forma Compliance Certificate was executed by Priya Ramanathan, Chief Financial Officer of BCS, dated August 12, 2022, demonstrating that BCS is in compliance with all financial covenants set forth in the Term Loan Agreement on a pro forma basis as of the closing date, giving effect to the borrowing under the Term Loan and the application of proceeds as contemplated by the Funds Flow Memorandum. The key pro forma compliance metrics are summarized in Section 6 of this letter.

K. Good Standing Certificates. Certificates of good standing or equivalent certificates were obtained for BCS from the following jurisdictions:

(i) Delaware (state of incorporation);

(ii) Texas;

(iii) Arizona;

(iv) California; and

(v) Virginia.

Each such certificate confirms that BCS is duly organized, validly existing, and in good standing under the laws of the applicable jurisdiction as of a recent date prior to the closing.

3. Payoff of Ridgeline Commercial Bank Facility

We confirm that the existing $15,000,000 Senior Secured Revolving Credit Facility with Ridgeline Commercial Bank (the Ridgeline Facility) was repaid in full on August 12, 2022, in accordance with the terms of the Payoff Letter and the Term Loan Agreement. A payoff wire in the aggregate amount of $8,237,422 was transmitted today to Ridgeline Commercial Bank at its offices located at 1500 Congress Avenue, Suite 600, Austin, TX 78701. The payoff amount consisted of the following:

• Outstanding principal: $8,200,000

• Accrued and unpaid interest through August 12, 2022: $37,422

• Total payoff amount: $8,237,422

Upon receipt and confirmation of the payoff proceeds, Ridgeline Commercial Bank has agreed, pursuant to the terms of the Payoff Letter, to (a) file UCC-3 termination statements in the State of Delaware and the State of Texas to release all existing liens and security interests securing the Ridgeline Facility, (b) deliver lien release and discharge letters confirming that all obligations under the Ridgeline Facility have been satisfied in full and that all security interests and liens have been released, and (c) take all other actions reasonably necessary to evidence the termination of its security interests in the assets of BCS.

We ask that BCS monitor the filing and delivery of the UCC-3 termination statements and lien releases by Ridgeline Commercial Bank, and upon receipt thereof, promptly forward copies to both our office (attention: Sophie Tremblay) and to Pinnacle National Bank, N.A. (attention: Thomas Whitford). The timely confirmation of these lien releases is an important post-closing obligation identified in Section 7 below.

4. UCC Filings and Perfection of Security Interests

UCC-1 financing statements were filed today, August 12, 2022, naming Brightfield Cloud Services Inc. as debtor and Meridian Whitcomb LLC, as Collateral Agent, as secured party, in the following jurisdictions:

(i) Delaware Secretary of State — the state of organization of BCS; and

(ii) Texas Secretary of State — the state in which the chief executive office of BCS is located.

These filings, together with the execution of the Security Agreement and the DACAs, are intended to perfect the first-priority lien on and security interest in substantially all of the personal property and assets of BCS granted to the Collateral Agent under the Security Agreement. The collateral described in the Security Agreement includes, but is not limited to, the following categories of assets:

• All accounts receivable, whether now existing or hereafter arising;

• All inventory, including raw materials, work-in-process, and finished goods;

• All equipment, including server hardware, data center equipment, networking infrastructure, and related tangible personal property;

• All intellectual property, including software (including source code and object code), patents and patent applications, trademarks and service marks (and applications therefor), copyrights, trade secrets, and domain names;

• All deposit accounts, whether maintained at Pinnacle National Bank, N.A. or at other depository institutions;

• All equity interests in domestic subsidiaries of BCS, and equity interests in foreign subsidiaries of BCS limited to sixty-five percent (65%) of the voting stock of any such foreign subsidiary; and

• All proceeds and products of the foregoing.

Meridian Whitcomb LLC serves as Collateral Agent under the Term Loan Agreement and the Security Agreement and holds the perfected security interests on behalf of the Secured Parties. The designated contact for the Collateral Agent is Laura Desmond, Vice President, Agency Services, at the following address:

Meridian Whitcomb LLC 100 Wall Street, 18th Floor New York, NY 10005

We note that perfection of the security interest in the pledged equity interests of BCS's domestic subsidiaries will also require the delivery of original stock certificates together with undated, blank stock powers, which is identified as a post-closing obligation in Section 7 below.

5. Disbursement of Loan Proceeds

We confirm that the full $35,000,000 in term loan proceeds was disbursed on August 12, 2022, in accordance with the Funds Flow Memorandum dated August 12, 2022, which was approved by BCS and Pinnacle prior to the closing. A summary of the disbursements is as follows:

All wire transfers were originated from the account of Pinnacle National Bank, N.A. (ABA Routing Number: 021-405-887). BCS should confirm receipt of all wire transfers to the applicable accounts and notify our office and Pinnacle of any discrepancies promptly.

6. Key Terms and Upcoming Dates — Summary Reminder

For ease of reference, we summarize below the key economic and structural terms of the Term Loan and certain important upcoming dates of which BCS should be aware. This summary is provided for convenience only and is qualified in its entirety by reference to the complete terms and conditions of the Term Loan Agreement and the other Loan Documents.

Interest Rate. The Term Loan bears interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus 350 basis points (3.50%), subject to a SOFR floor of 0.50%. Based on the applicable 1-month SOFR rate of approximately 2.29% as of the closing date, the initial all-in interest rate is approximately 5.79% per annum. Interest accrues on the outstanding principal balance and is payable on each Interest Payment Date as specified in the Term Loan Agreement.

Maturity Date. The Term Loan matures on August 12, 2027, which is five (5) years from the closing date. All outstanding principal, together with accrued and unpaid interest and any other amounts owing under the Term Loan Agreement, shall be due and payable in full on the Maturity Date.

Quarterly Amortization. The Term Loan is subject to quarterly amortization payments of $87,500 per quarter, representing 1.00% per annum of the $35,000,000 original principal amount (i.e., $350,000 annually, payable in equal quarterly installments). The remaining outstanding principal balance, together with all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date.

First Quarterly Amortization Payment. The first quarterly amortization payment of $87,500 is due on November 12, 2022. BCS should ensure that sufficient funds are available in its designated payment account on or prior to such date and that any necessary payment instructions are provided to Pinnacle in a timely manner.

Administrative Agent Fee. An annual administrative agent fee of $25,000 is payable to Pinnacle National Bank, N.A. in its capacity as Administrative Agent under the Term Loan Agreement. The terms and timing of such payments are set forth in the Term Loan Agreement.

Financial Covenants. The Term Loan Agreement requires BCS to maintain compliance with the following financial covenants, each of which is tested on a quarterly basis as of the last day of each fiscal quarter:

(i) Maximum Total Leverage Ratio: 3.50x, calculated as the ratio of Total Funded Debt to trailing twelve-month ("TTM") EBITDA.

(ii) Minimum Interest Coverage Ratio: 3.00x, calculated as the ratio of TTM EBITDA to TTM Interest Expense.

(iii) Minimum Liquidity: BCS must maintain unrestricted cash and cash equivalents of not less than $5,000,000 at all times (not solely tested on a quarterly basis).

(iv) Maximum Capital Expenditures: Capital expenditures may not exceed $18,000,000 in any fiscal year; provided, however, that up to $3,000,000 of unused capital expenditure capacity in any fiscal year may be carried forward to the immediately succeeding fiscal year.

Prepayment Premiums. Voluntary prepayments of the Term Loan are subject to the following prepayment premiums:

• Year 1 (through August 12, 2023): 2.00% of the principal amount prepaid.

• Year 2 (from August 13, 2023 through August 12, 2024): 1.00% of the principal amount prepaid.

• Year 3 and thereafter: No prepayment premium.

Pro Forma Compliance at Closing. Based on the Pro Forma Compliance Certificate delivered by the CFO at closing, the key pro forma financial metrics of BCS as of the closing date are as follows:

• Total Funded Debt: $35,000,000

• TTM EBITDA: $12,800,000

• Pro forma Total Leverage Ratio: 2.73x (within the 3.50x maximum covenant level; the covenant permits approximately $9,800,000 in additional funded debt before the maximum leverage ratio would be exceeded, all else being equal)

• Pro forma Interest Coverage Ratio: approximately 6.32x (well in excess of the 3.00x minimum covenant level)

Governing Law. The Term Loan Agreement and the other Loan Documents are governed by, and construed in accordance with, the laws of the State of New York.

7. Post-Closing Obligations

Notwithstanding the satisfaction or waiver of all conditions precedent to funding, certain items remain outstanding as post-closing obligations to be completed within the time periods specified in the Term Loan Agreement and the related Loan Documents. BCS should promptly attend to the following items and coordinate with our office to ensure timely completion:

1. Original Stock Certificates for Subsidiary Pledges. Delivery of original stock certificates (together with undated, blank stock powers executed in blank) representing all equity interests in the domestic subsidiaries of BCS that are pledged under the Security Agreement. These items are required to perfect the Collateral Agent's security interest in such pledged equity interests by possession under Article 8 of the Uniform Commercial Code. Target completion: within thirty (30) days of the closing date (i.e., by September 11, 2022).

2. Deposit Account Control Agreements for New Accounts. Execution and delivery of Deposit Account Control Agreements for any new deposit accounts opened by BCS after the closing date, including, without limitation, the Dallas and Phoenix data center project accounts if such accounts are maintained at depository institutions other than Pinnacle National Bank, N.A. DACAs for any such new accounts must be executed and delivered within the time frame specified in the Term Loan Agreement.

3. Confirmation of Ridgeline Lien Releases. BCS shall obtain and deliver to Pinnacle National Bank, N.A. and Meridian Whitcomb LLC copies of UCC-3 termination statements filed by Ridgeline Commercial Bank in the State of Delaware and the State of Texas, together with any lien release or discharge letters issued by Ridgeline, confirming the release of all security interests and liens previously securing the Ridgeline Facility. BCS should follow up directly with Renata Vasquez at Ridgeline to confirm the status and timing of these filings.

4. Landlord Waivers / Collateral Access Agreements. Landlord waivers or collateral access agreements, in form and substance reasonably satisfactory to the Collateral Agent, shall be obtained and delivered for each of the following leased premises at which material collateral is or will be located:

(a) Dallas data center site: 2700 Stemmons Freeway, Building C, Dallas, TX 75207; and

(b) Phoenix data center site: 1850 West Buckeye Road, Suite 100, Phoenix, AZ 85009.

Target completion: within sixty (60) days of the closing date (i.e., by October 11, 2022).

5. Updated Insurance Certificates. In the event that any new insurance policies are obtained or existing policies are renewed, amended, or replaced after the closing date, BCS shall promptly deliver to Pinnacle and the Collateral Agent updated certificates of insurance naming Pinnacle National Bank, N.A. as loss payee and additional insured, as required under the Loan Documents. BCS should coordinate with its insurance broker, Ashford & Crane Insurance Brokerage LLC, to ensure timely delivery of such updated certificates.

Calderwood & Harkness LLP will maintain a post-closing obligations tracker and will coordinate regularly with the BCS legal team and the following contacts at Pinnacle National Bank, N.A. to ensure the timely completion of all post-closing items:

• Thomas Whitford, Senior Vice President, Technology Lending Group (Relationship Manager)

• Angela Morreau, Vice President, Credit Risk (Credit Officer)

We will circulate the initial version of the post-closing tracker to all relevant parties within three (3) business days of the date of this letter.

8. Document Retention and Execution Copies

Fully executed original or PDF counterpart copies of all closing documents, including the Term Loan Agreement, the Guaranty Agreement, the Security Agreement, the legal opinions, the Officer's Certificate, the Secretary's Certificate, the Payoff Letter, the DACAs, the insurance certificates, the compliance certificate, the good standing certificates, and the Funds Flow Memorandum, have been compiled and distributed to the following parties:

• Brightfield Cloud Services Inc. (Attention: Jerome Hartwell, General Counsel)

• Pinnacle National Bank, N.A. (Attention: Thomas Whitford, SVP, Technology Lending Group)

• Meridian Whitcomb LLC (Attention: Laura Desmond, VP, Agency Services)

• Wainwright & Pryor LLP (Attention: Gregory Fontaine, Partner / Rachel Subramaniam, Associate)

• Calderwood & Harkness LLP file (C&H Matter No. 1042-00001)

We recommend that BCS retain all original executed documents in a secure location, such as a fireproof safe or a secure off-site document storage facility, and maintain electronic copies in its corporate records system. In the event that any original documents are lost, damaged, or destroyed, please contact our office immediately so that replacement copies may be obtained, if available.

9. Contact Information

For any questions regarding the transaction, the closing, the Loan Documents, or any post-closing obligations, the Calderwood & Harkness LLP engagement team is available to assist. Please do not hesitate to reach out to any of the following team members:

Ian Blackwood Responsible Partner, Banking & Finance (New York Office) Tel: (212) 554-7112

Email: iblackwood@calderwoodharkness.com

Stephanie Okafor Billing Partner, Banking & Finance (New York Office) Tel: (212) 554-7245

Email: sokafor@calderwoodharkness.com

Sophie Tremblay Lead Associate, Banking & Finance (New York Office) Tel: (212) 554-7389

Email: stremblay@calderwoodharkness.com

Daniel Obi Working Associate, Banking & Finance (Austin Office) Tel: (512) 318-4467

Email: dobi@calderwoodharkness.com

For ongoing relationship management and credit matters, BCS should also maintain direct contact with the following individuals at Pinnacle National Bank, N.A. and Meridian Whitcomb LLC:

Pinnacle National Bank, N.A.

Thomas Whitford, Senior Vice President, Technology Lending Group 600 Lexington Avenue, 35th Floor New York, NY 10022

Angela Morreau, Vice President, Credit Risk 600 Lexington Avenue, 35th Floor New York, NY 10022

Meridian Whitcomb LLC (Collateral Agent)

Laura Desmond, Vice President, Agency Services 100 Wall Street, 18th Floor New York, NY 10005

10. Acknowledgment and Congratulations

On behalf of the entire Calderwood & Harkness team, we extend our sincere congratulations to BCS, its management team—including Marcus Elliston, Priya Ramanathan, and Jerome Hartwell—and the broader BCS and Solara Capital Partners teams, including David Kessler and Elaine Nakamura, on the successful closing of this important financing transaction. The completion of this $35,000,000 Term Loan represents a significant milestone that will support BCS's strategic growth initiatives, including the build-out of its next-generation cloud infrastructure platform at the Dallas and Phoenix data center sites and the deployment of proprietary server hardware and appliances.

We are grateful for the collaborative and productive working relationship with BCS's management and the Solara Capital Partners team throughout this engagement, which commenced on May 23, 2022. We look forward to continuing to serve as trusted counsel to BCS and to supporting the Company as it executes on its growth strategy in the months and years ahead.

Please do not hesitate to contact us if you have any questions or if we can be of further assistance.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Ian Blackwood Partner, Banking & Finance

cc:

Marcus Elliston, Chief Executive Officer, Brightfield Cloud Services Inc. Priya Ramanathan, Chief Financial Officer, Brightfield Cloud Services Inc. David Kessler, Managing Director, Solara Capital Partners / Authorized Representative, Solara Holdings Group LLC Stephanie Okafor, Partner, Calderwood & Harkness LLP Sophie Tremblay, Associate, Calderwood & Harkness LLP Daniel Obi, Associate, Calderwood & Harkness LLP

Enclosures:

(1) Fully executed closing document set (USB drive / secure electronic link) (2) Post-closing obligations tracker

Disbursement	Amount
Payoff of Ridgeline Commercial Bank revolving credit facility	$8,237,422
Upfront fee to Pinnacle National Bank, N.A. (1.00% of $35,000,000 commitment)	$350,000
BCS Dallas data center project account (project site: 2700 Stemmons Freeway, Building C, Dallas, TX 75207)	$11,500,000
BCS Phoenix data center project account (project site: 1850 West Buckeye Road, Suite 100, Phoenix, AZ 85009)	$9,800,000
BCS hardware procurement account (proprietary server appliances)	$3,500,000
BCS operating account at Pinnacle National Bank, N.A. (Acct. No. 7841-0029-3356)	$1,612,578
Total	$35,000,000

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
Principal Office One Liberty Plaza, 42nd Floor New York, NY 10006 Tel: (212) 554-7000
Fax: (212) 554-7001
Austin Office 300 West 6th Street, Suite 2100 Austin, TX 78701 Tel: (512) 318-4400
Fax: (512) 318-4401
August 12, 2022
Brightfield Cloud Services Inc. 4200 Lone Star Parkway, Suite 800 Austin, TX 78731
Attention: Jerome Hartwell, General Counsel
Re: Closing Confirmation — $35,000,000 Senior Secured Term Loan C&H Matter No. 1042-00001
Dear Mr. Hartwell:
1. Purpose and Confirmation of Closing
Calderwood & Harkness LLP is pleased to confirm that the closing and funding of the $35,000,000 senior secured term loan facility (the "Term Loan") was successfully completed today, August 12, 2022. This letter memorializes the principal events that occurred at the closing, summarizes the key terms and upcoming dates of which BCS should be aware, and identifies certain post-closing obligations that remain outstanding as of the date hereof.
As you are aware, the Term Loan Agreement, dated as of July 28, 2022 (the "Signing Date"), among Brightfield Cloud Services Inc. ("BCS" or the "Borrower"), Pinnacle National Bank, N.A. ("Pinnacle" or the "Lender" and "Administrative Agent"), and Meridian Whitcomb LLC (the "Collateral Agent") (the "Term Loan Agreement"), is now fully effective, and all loan proceeds have been funded to the accounts designated in the Funds Flow Memorandum described in Section 5 below. We note for the record that the original anticipated closing and funding date was July 28, 2022, which was the same date as the execution of the Term Loan Agreement and related transaction documents. Due to certain administrative and logistical matters—including the finalization of deposit account control agreements and the receipt of the payoff letter from Ridgeline Commercial Bank—the actual closing and funding date was extended to August 12, 2022. This extension was consented to by all parties and does not constitute a breach of, or default under, any provision of the Term Loan Agreement or any related transaction document.
Capitalized terms used but not otherwise defined in this letter shall have the meanings ascribed to them in the Term Loan Agreement unless the context otherwise requires.
2. Conditions Precedent — Satisfaction Confirmed
We have confirmed that all conditions precedent to the initial funding of the Term Loan set forth in Article V of the Term Loan Agreement were either satisfied or, where applicable, waived by the Administrative Agent and the Lender as of the closing date. The following is a summary of the principal conditions precedent and the manner in which each was satisfied:
A. Transaction Documents Executed and Delivered. The following transaction documents were duly executed and delivered by the applicable parties:
(i) Term Loan Agreement. The Term Loan Agreement (execution version dated July 28, 2022) was executed by BCS, as Borrower, Pinnacle National Bank, N.A., as Administrative Agent and Lender, and Meridian Whitcomb LLC, as Collateral Agent. Fully executed counterparts were delivered to all parties as of the Signing Date.
(ii) Guaranty Agreement. The Guaranty Agreement by Solara Holdings Group LLC (execution version dated July 28, 2022) was executed and delivered by David Kessler, in his capacity as Authorized Representative of Solara Holdings Group LLC. Pursuant to the Guaranty Agreement, Solara Holdings Group LLC has unconditionally and irrevocably guaranteed the due and punctual payment and performance of all Obligations of BCS under the Term Loan Agreement and the other Loan Documents.
(iii) Security Agreement. The Security Agreement by BCS in favor of Meridian Whitcomb LLC, as Collateral Agent (execution version dated July 28, 2022), was executed and delivered by BCS. The Security Agreement grants the Collateral Agent, for the benefit of the Secured Parties, a first-priority lien on and security interest in substantially all of the personal property and assets of BCS, as more fully described in Section 4 below.
B. Officer's Certificate. An Officer's Certificate was executed by Marcus Elliston, Chief Executive Officer of BCS, dated August 12, 2022 (the closing date). The Officer's Certificate certifies, among other things, that (a) all representations and warranties of BCS set forth in Article IV of the Term Loan Agreement are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of the closing date, with the same effect as though made on and as of such date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date); (b) no Default or Event of Default has occurred and is continuing or would result from the borrowing under the Term Loan; and (c) no material adverse change in the business, operations, assets, liabilities, condition (financial or otherwise), or results of operations of BCS has occurred since December 31, 2021.
C. Secretary's Certificate. A Secretary's Certificate was executed by Jerome Hartwell, in his capacity as General Counsel and Secretary of BCS, dated August 12, 2022 (the closing date). The Secretary's Certificate attaches certified copies of the following:
(i) the Certificate of Incorporation of BCS, as currently in effect, certified by the Delaware Secretary of State;
(ii) the Bylaws of BCS, as currently in effect, certified by the Secretary of BCS;
(iii) resolutions of the Board of Directors of BCS authorizing the execution, delivery, and performance of the Term Loan Agreement and the other Loan Documents, the borrowing of the Term Loan proceeds, and the grant of the security interests contemplated by the Security Agreement, certified by the Secretary of BCS as being true, correct, and complete and in full force and effect as of the closing date without modification or amendment; and
(iv) an incumbency certificate setting forth the names, titles, and specimen signatures of each officer of BCS authorized to sign the Loan Documents and any other documents to be delivered in connection therewith, namely: Marcus Elliston (Chief Executive Officer), Priya Ramanathan (Chief Financial Officer), and Jerome Hartwell (General Counsel and Secretary).
D. Legal Opinions. The following legal opinions were delivered in connection with the closing:
(i) Borrower's Counsel Legal Opinion. Calderwood & Harkness LLP delivered its legal opinion, dated August 12, 2022, addressed to Pinnacle National Bank, N.A. and Meridian Whitcomb LLC, in substantially the form agreed upon among the parties. The opinion was signed by Ian Blackwood, Partner, and covers, among other things, the due organization and good standing of BCS, the due authorization, execution, delivery, and enforceability of the Loan Documents against BCS, and the creation and perfection of the security interests granted under the Security Agreement, in each case subject to customary qualifications, exceptions, and assumptions.
(ii) Lender's Counsel Opinion. Wainwright & Pryor LLP, as counsel to Pinnacle National Bank, N.A., delivered its legal opinion, dated August 12, 2022, addressed to Pinnacle National Bank, N.A. (W&P Matter No. 1042-00001). The opinion was delivered by Gregory Fontaine, Partner, and covers such matters as Wainwright & Pryor deemed appropriate in connection with the transaction.
E. Payoff Letter. A Payoff Letter was received from Ridgeline Commercial Bank (contact: Renata Vasquez, Vice President, Commercial Lending), dated August 10, 2022, and confirmed as of August 12, 2022, setting forth the total payoff amount required to satisfy in full all outstanding obligations of BCS under the existing $15,000,000 Senior Secured Revolving Credit Facility, dated October 15, 2020, between BCS, as borrower, and Ridgeline Commercial Bank, as lender (the "Ridgeline Facility"). The total payoff amount was confirmed as $8,237,422, consisting of $8,200,000 in outstanding principal plus $37,422 in estimated accrued and unpaid interest through August 12, 2022. The satisfaction of this condition precedent and the payoff of the Ridgeline Facility are described in further detail in Section 3 below.
F. UCC-1 Financing Statements. UCC-1 financing statements naming BCS as debtor and Meridian Whitcomb LLC as secured party were filed with the Delaware Secretary of State (BCS's state of organization) and the Texas Secretary of State (BCS's chief executive office state) on or prior to the closing date. Further detail regarding these filings and the perfection of the Collateral Agent's security interests is set forth in Section 4 below.
G. Deposit Account Control Agreements. Deposit Account Control Agreements ("DACAs") were executed and delivered by BCS, the applicable depository institutions, and the Collateral Agent for all existing BCS operating accounts as of the closing date. These agreements establish the Collateral Agent's "control" over such deposit accounts for purposes of perfection of the security interest therein under Article 9 of the Uniform Commercial Code.
H. Evidence of Insurance. The following evidence of insurance was delivered and confirmed as satisfying the requirements of the Term Loan Agreement:
(i) Property & Casualty and Cyber Liability Insurance: Certificates of insurance evidencing coverage under policies issued by Northbrook Indemnity Insurance Co., with limits of $50,000,000 per occurrence for property and casualty and $10,000,000 per occurrence for cyber liability. Each policy names Pinnacle National Bank, N.A. as loss payee and additional insured, as required under the Loan Documents.
(ii) Directors & Officers Liability Insurance: Certificate of insurance evidencing coverage under a policy issued by Crosshaven Specialty Underwriters, Inc., with an aggregate limit of $15,000,000.
(iii) Insurance Broker: All policies referenced above are brokered through Ashford & Crane Insurance Brokerage LLC, Houston, Texas, which has confirmed the foregoing coverages and endorsements.
I. Audited Financial Statements. Audited financial statements of BCS for fiscal years ending December 31, 2020 and December 31, 2021, prepared and audited by Hartfield & Associates CPAs, PLLC (engagement partner: Neil Calderon, CPA), were delivered to Pinnacle. Such financial statements were prepared in accordance with generally accepted accounting principles consistently applied and were accompanied by unqualified audit reports.
J. Pro Forma Compliance Certificate. A Pro Forma Compliance Certificate was executed by Priya Ramanathan, Chief Financial Officer of BCS, dated August 12, 2022, demonstrating that BCS is in compliance with all financial covenants set forth in the Term Loan Agreement on a pro forma basis as of the closing date, giving effect to the borrowing under the Term Loan and the application of proceeds as contemplated by the Funds Flow Memorandum. The key pro forma compliance metrics are summarized in Section 6 of this letter.
K. Good Standing Certificates. Certificates of good standing or equivalent certificates were obtained for BCS from the following jurisdictions:
(i) Delaware (state of incorporation);
(ii) Texas;
(iii) Arizona;
(iv) California; and
(v) Virginia.
Each such certificate confirms that BCS is duly organized, validly existing, and in good standing under the laws of the applicable jurisdiction as of a recent date prior to the closing.
3. Payoff of Ridgeline Commercial Bank Facility
We confirm that the existing $15,000,000 Senior Secured Revolving Credit Facility with Ridgeline Commercial Bank (the Ridgeline Facility) was repaid in full on August 12, 2022, in accordance with the terms of the Payoff Letter and the Term Loan Agreement. A payoff wire in the aggregate amount of $8,237,422 was transmitted today to Ridgeline Commercial Bank at its offices located at 1500 Congress Avenue, Suite 600, Austin, TX 78701. The payoff amount consisted of the following:
• Outstanding principal: $8,200,000
• Accrued and unpaid interest through August 12, 2022: $37,422
• Total payoff amount: $8,237,422
Upon receipt and confirmation of the payoff proceeds, Ridgeline Commercial Bank has agreed, pursuant to the terms of the Payoff Letter, to (a) file UCC-3 termination statements in the State of Delaware and the State of Texas to release all existing liens and security interests securing the Ridgeline Facility, (b) deliver lien release and discharge letters confirming that all obligations under the Ridgeline Facility have been satisfied in full and that all security interests and liens have been released, and (c) take all other actions reasonably necessary to evidence the termination of its security interests in the assets of BCS.
We ask that BCS monitor the filing and delivery of the UCC-3 termination statements and lien releases by Ridgeline Commercial Bank, and upon receipt thereof, promptly forward copies to both our office (attention: Sophie Tremblay) and to Pinnacle National Bank, N.A. (attention: Thomas Whitford). The timely confirmation of these lien releases is an important post-closing obligation identified in Section 7 below.
4. UCC Filings and Perfection of Security Interests
UCC-1 financing statements were filed today, August 12, 2022, naming Brightfield Cloud Services Inc. as debtor and Meridian Whitcomb LLC, as Collateral Agent, as secured party, in the following jurisdictions:
(i) Delaware Secretary of State — the state of organization of BCS; and
(ii) Texas Secretary of State — the state in which the chief executive office of BCS is located.
These filings, together with the execution of the Security Agreement and the DACAs, are intended to perfect the first-priority lien on and security interest in substantially all of the personal property and assets of BCS granted to the Collateral Agent under the Security Agreement. The collateral described in the Security Agreement includes, but is not limited to, the following categories of assets:
• All accounts receivable, whether now existing or hereafter arising;
• All inventory, including raw materials, work-in-process, and finished goods;
• All equipment, including server hardware, data center equipment, networking infrastructure, and related tangible personal property;
• All intellectual property, including software (including source code and object code), patents and patent applications, trademarks and service marks (and applications therefor), copyrights, trade secrets, and domain names;
• All deposit accounts, whether maintained at Pinnacle National Bank, N.A. or at other depository institutions;
• All equity interests in domestic subsidiaries of BCS, and equity interests in foreign subsidiaries of BCS limited to sixty-five percent (65%) of the voting stock of any such foreign subsidiary; and
• All proceeds and products of the foregoing.
Meridian Whitcomb LLC serves as Collateral Agent under the Term Loan Agreement and the Security Agreement and holds the perfected security interests on behalf of the Secured Parties. The designated contact for the Collateral Agent is Laura Desmond, Vice President, Agency Services, at the following address:
Meridian Whitcomb LLC 100 Wall Street, 18th Floor New York, NY 10005
We note that perfection of the security interest in the pledged equity interests of BCS's domestic subsidiaries will also require the delivery of original stock certificates together with undated, blank stock powers, which is identified as a post-closing obligation in Section 7 below.
5. Disbursement of Loan Proceeds
We confirm that the full $35,000,000 in term loan proceeds was disbursed on August 12, 2022, in accordance with the Funds Flow Memorandum dated August 12, 2022, which was approved by BCS and Pinnacle prior to the closing. A summary of the disbursements is as follows:
All wire transfers were originated from the account of Pinnacle National Bank, N.A. (ABA Routing Number: 021-405-887). BCS should confirm receipt of all wire transfers to the applicable accounts and notify our office and Pinnacle of any discrepancies promptly.
6. Key Terms and Upcoming Dates — Summary Reminder
For ease of reference, we summarize below the key economic and structural terms of the Term Loan and certain important upcoming dates of which BCS should be aware. This summary is provided for convenience only and is qualified in its entirety by reference to the complete terms and conditions of the Term Loan Agreement and the other Loan Documents.
Interest Rate. The Term Loan bears interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus 350 basis points (3.50%), subject to a SOFR floor of 0.50%. Based on the applicable 1-month SOFR rate of approximately 2.29% as of the closing date, the initial all-in interest rate is approximately 5.79% per annum. Interest accrues on the outstanding principal balance and is payable on each Interest Payment Date as specified in the Term Loan Agreement.
Maturity Date. The Term Loan matures on August 12, 2027, which is five (5) years from the closing date. All outstanding principal, together with accrued and unpaid interest and any other amounts owing under the Term Loan Agreement, shall be due and payable in full on the Maturity Date.
Quarterly Amortization. The Term Loan is subject to quarterly amortization payments of $87,500 per quarter, representing 1.00% per annum of the $35,000,000 original principal amount (i.e., $350,000 annually, payable in equal quarterly installments). The remaining outstanding principal balance, together with all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date.
First Quarterly Amortization Payment. The first quarterly amortization payment of $87,500 is due on November 12, 2022. BCS should ensure that sufficient funds are available in its designated payment account on or prior to such date and that any necessary payment instructions are provided to Pinnacle in a timely manner.
Administrative Agent Fee. An annual administrative agent fee of $25,000 is payable to Pinnacle National Bank, N.A. in its capacity as Administrative Agent under the Term Loan Agreement. The terms and timing of such payments are set forth in the Term Loan Agreement.
Financial Covenants. The Term Loan Agreement requires BCS to maintain compliance with the following financial covenants, each of which is tested on a quarterly basis as of the last day of each fiscal quarter:
(i) Maximum Total Leverage Ratio: 3.50x, calculated as the ratio of Total Funded Debt to trailing twelve-month ("TTM") EBITDA.
(ii) Minimum Interest Coverage Ratio: 3.00x, calculated as the ratio of TTM EBITDA to TTM Interest Expense.
(iii) Minimum Liquidity: BCS must maintain unrestricted cash and cash equivalents of not less than $5,000,000 at all times (not solely tested on a quarterly basis).
(iv) Maximum Capital Expenditures: Capital expenditures may not exceed $18,000,000 in any fiscal year; provided, however, that up to $3,000,000 of unused capital expenditure capacity in any fiscal year may be carried forward to the immediately succeeding fiscal year.
Prepayment Premiums. Voluntary prepayments of the Term Loan are subject to the following prepayment premiums:
• Year 1 (through August 12, 2023): 2.00% of the principal amount prepaid.
• Year 2 (from August 13, 2023 through August 12, 2024): 1.00% of the principal amount prepaid.
• Year 3 and thereafter: No prepayment premium.
Pro Forma Compliance at Closing. Based on the Pro Forma Compliance Certificate delivered by the CFO at closing, the key pro forma financial metrics of BCS as of the closing date are as follows:
• Total Funded Debt: $35,000,000
• TTM EBITDA: $12,800,000
• Pro forma Total Leverage Ratio: 2.73x (within the 3.50x maximum covenant level; the covenant permits approximately $9,800,000 in additional funded debt before the maximum leverage ratio would be exceeded, all else being equal)
• Pro forma Interest Coverage Ratio: approximately 6.32x (well in excess of the 3.00x minimum covenant level)
Governing Law. The Term Loan Agreement and the other Loan Documents are governed by, and construed in accordance with, the laws of the State of New York.
7. Post-Closing Obligations
Notwithstanding the satisfaction or waiver of all conditions precedent to funding, certain items remain outstanding as post-closing obligations to be completed within the time periods specified in the Term Loan Agreement and the related Loan Documents. BCS should promptly attend to the following items and coordinate with our office to ensure timely completion:
1. Original Stock Certificates for Subsidiary Pledges. Delivery of original stock certificates (together with undated, blank stock powers executed in blank) representing all equity interests in the domestic subsidiaries of BCS that are pledged under the Security Agreement. These items are required to perfect the Collateral Agent's security interest in such pledged equity interests by possession under Article 8 of the Uniform Commercial Code. Target completion: within thirty (30) days of the closing date (i.e., by September 11, 2022).
2. Deposit Account Control Agreements for New Accounts. Execution and delivery of Deposit Account Control Agreements for any new deposit accounts opened by BCS after the closing date, including, without limitation, the Dallas and Phoenix data center project accounts if such accounts are maintained at depository institutions other than Pinnacle National Bank, N.A. DACAs for any such new accounts must be executed and delivered within the time frame specified in the Term Loan Agreement.
3. Confirmation of Ridgeline Lien Releases. BCS shall obtain and deliver to Pinnacle National Bank, N.A. and Meridian Whitcomb LLC copies of UCC-3 termination statements filed by Ridgeline Commercial Bank in the State of Delaware and the State of Texas, together with any lien release or discharge letters issued by Ridgeline, confirming the release of all security interests and liens previously securing the Ridgeline Facility. BCS should follow up directly with Renata Vasquez at Ridgeline to confirm the status and timing of these filings.
4. Landlord Waivers / Collateral Access Agreements. Landlord waivers or collateral access agreements, in form and substance reasonably satisfactory to the Collateral Agent, shall be obtained and delivered for each of the following leased premises at which material collateral is or will be located:
(a) Dallas data center site: 2700 Stemmons Freeway, Building C, Dallas, TX 75207; and
(b) Phoenix data center site: 1850 West Buckeye Road, Suite 100, Phoenix, AZ 85009.
Target completion: within sixty (60) days of the closing date (i.e., by October 11, 2022).
5. Updated Insurance Certificates. In the event that any new insurance policies are obtained or existing policies are renewed, amended, or replaced after the closing date, BCS shall promptly deliver to Pinnacle and the Collateral Agent updated certificates of insurance naming Pinnacle National Bank, N.A. as loss payee and additional insured, as required under the Loan Documents. BCS should coordinate with its insurance broker, Ashford & Crane Insurance Brokerage LLC, to ensure timely delivery of such updated certificates.
Calderwood & Harkness LLP will maintain a post-closing obligations tracker and will coordinate regularly with the BCS legal team and the following contacts at Pinnacle National Bank, N.A. to ensure the timely completion of all post-closing items:
• Thomas Whitford, Senior Vice President, Technology Lending Group (Relationship Manager)
• Angela Morreau, Vice President, Credit Risk (Credit Officer)
We will circulate the initial version of the post-closing tracker to all relevant parties within three (3) business days of the date of this letter.
8. Document Retention and Execution Copies
Fully executed original or PDF counterpart copies of all closing documents, including the Term Loan Agreement, the Guaranty Agreement, the Security Agreement, the legal opinions, the Officer's Certificate, the Secretary's Certificate, the Payoff Letter, the DACAs, the insurance certificates, the compliance certificate, the good standing certificates, and the Funds Flow Memorandum, have been compiled and distributed to the following parties:
• Brightfield Cloud Services Inc. (Attention: Jerome Hartwell, General Counsel)
• Pinnacle National Bank, N.A. (Attention: Thomas Whitford, SVP, Technology Lending Group)
• Meridian Whitcomb LLC (Attention: Laura Desmond, VP, Agency Services)
• Wainwright & Pryor LLP (Attention: Gregory Fontaine, Partner / Rachel Subramaniam, Associate)
• Calderwood & Harkness LLP file (C&H Matter No. 1042-00001)
We recommend that BCS retain all original executed documents in a secure location, such as a fireproof safe or a secure off-site document storage facility, and maintain electronic copies in its corporate records system. In the event that any original documents are lost, damaged, or destroyed, please contact our office immediately so that replacement copies may be obtained, if available.
9. Contact Information
For any questions regarding the transaction, the closing, the Loan Documents, or any post-closing obligations, the Calderwood & Harkness LLP engagement team is available to assist. Please do not hesitate to reach out to any of the following team members:
Ian Blackwood Responsible Partner, Banking & Finance (New York Office) Tel: (212) 554-7112
Email: iblackwood@calderwoodharkness.com
Stephanie Okafor Billing Partner, Banking & Finance (New York Office) Tel: (212) 554-7245
Email: sokafor@calderwoodharkness.com
Sophie Tremblay Lead Associate, Banking & Finance (New York Office) Tel: (212) 554-7389
Email: stremblay@calderwoodharkness.com
Daniel Obi Working Associate, Banking & Finance (Austin Office) Tel: (512) 318-4467
Email: dobi@calderwoodharkness.com
For ongoing relationship management and credit matters, BCS should also maintain direct contact with the following individuals at Pinnacle National Bank, N.A. and Meridian Whitcomb LLC:
Pinnacle National Bank, N.A.
Thomas Whitford, Senior Vice President, Technology Lending Group 600 Lexington Avenue, 35th Floor New York, NY 10022
Angela Morreau, Vice President, Credit Risk 600 Lexington Avenue, 35th Floor New York, NY 10022
Meridian Whitcomb LLC (Collateral Agent)
Laura Desmond, Vice President, Agency Services 100 Wall Street, 18th Floor New York, NY 10005
10. Acknowledgment and Congratulations
On behalf of the entire Calderwood & Harkness team, we extend our sincere congratulations to BCS, its management team—including Marcus Elliston, Priya Ramanathan, and Jerome Hartwell—and the broader BCS and Solara Capital Partners teams, including David Kessler and Elaine Nakamura, on the successful closing of this important financing transaction. The completion of this $35,000,000 Term Loan represents a significant milestone that will support BCS's strategic growth initiatives, including the build-out of its next-generation cloud infrastructure platform at the Dallas and Phoenix data center sites and the deployment of proprietary server hardware and appliances.
We are grateful for the collaborative and productive working relationship with BCS's management and the Solara Capital Partners team throughout this engagement, which commenced on May 23, 2022. We look forward to continuing to serve as trusted counsel to BCS and to supporting the Company as it executes on its growth strategy in the months and years ahead.
Please do not hesitate to contact us if you have any questions or if we can be of further assistance.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Ian Blackwood Partner, Banking & Finance
cc:
Marcus Elliston, Chief Executive Officer, Brightfield Cloud Services Inc. Priya Ramanathan, Chief Financial Officer, Brightfield Cloud Services Inc. David Kessler, Managing Director, Solara Capital Partners / Authorized Representative, Solara Holdings Group LLC Stephanie Okafor, Partner, Calderwood & Harkness LLP Sophie Tremblay, Associate, Calderwood & Harkness LLP Daniel Obi, Associate, Calderwood & Harkness LLP
Enclosures:
(1) Fully executed closing document set (USB drive / secure electronic link) (2) Post-closing obligations tracker
Disbursement | Amount
Payoff of Ridgeline Commercial Bank revolving credit facility | $8,237,422
Upfront fee to Pinnacle National Bank, N.A. (1.00% of $35,000,000 commitment) | $350,000
BCS Dallas data center project account (project site: 2700 Stemmons Freeway, Building C, Dallas, TX 75207) | $11,500,000
BCS Phoenix data center project account (project site: 1850 West Buckeye Road, Suite 100, Phoenix, AZ 85009) | $9,800,000
BCS hardware procurement account (proprietary server appliances) | $3,500,000
BCS operating account at Pinnacle National Bank, N.A. (Acct. No. 7841-0029-3356) | $1,612,578
Total | $35,000,000

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