1042-00001 · Brightfield Cloud Services Inc · Engagement

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PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 42nd Floor New York, NY 10006

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

May 23, 2022

VIA EMAIL AND HAND DELIVERY

Mr. Jerome Hartwell General Counsel Brightfield Cloud Services Inc. 4200 Lone Star Parkway, Suite 800 Austin, TX 78731

Re: Engagement of Calderwood & Harkness LLP — Representation of Brightfield Cloud Services Inc. as Borrower in Connection with $35,000,000 Senior Secured Term Loan from Pinnacle National Bank, N.A.

C&H Matter Number: 1042-00001

Dear Mr. Hartwell:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Brightfield Cloud Services Inc. ("BCS" or the "Company"), a corporation organized and existing under the laws of the State of Delaware, as outside counsel in connection with the proposed thirty-five million dollar ($35,000,000) senior secured term loan facility (the "Facility" or the "Term Loan" and, together with all related agreements, instruments, certificates, and ancillary documents, the "Transaction"). The Term Loan will be extended by Pinnacle National Bank, N.A. ("Pinnacle"), a national banking association, acting as sole lender and administrative agent under the Term Loan Agreement (as defined below). Meridian Whitcomb LLC, a Delaware limited liability company ("Meridian Whitcomb"), will serve as collateral agent under the Security Agreement (as defined below) and related collateral documents.

In connection with the Facility, Solara Holdings Group LLC ("Solara Holdings"), a Delaware limited liability company and the Company's direct parent holding company and sole equity holder, will provide a full and unconditional guaranty (the "Guaranty") of all obligations of BCS arising under the Term Loan Agreement and the other loan documents. We understand that Solara Holdings is a portfolio holding entity of Solara Capital Partners Fund III, LP ("Solara Fund III").

We further understand that a portion of the proceeds of the Term Loan will be used to refinance and repay in full the Company's existing revolving credit facility with Ridgeline Commercial Bank, N.A. ("Ridgeline"), and that C&H will assist in coordinating the payoff and release of liens in connection therewith.

This engagement letter (the "Engagement Letter" or this "Letter") sets forth the terms and conditions under which C&H will provide legal services to the Company in connection with the Transaction. We ask that you review the terms carefully and, if they are acceptable, countersign and return a copy of this Letter as described in Section 14 below.

2. Scope of Representation

C&H will represent BCS solely in its capacity as borrower in the negotiation, documentation, and closing of the Term Loan. Our representation will include, without limitation, the following services:

(a) Term Sheet Review and Negotiation. Review and negotiation of the commitment letter and term sheet received from Pinnacle dated April 29, 2022, including negotiation of key economic and structural terms of the Facility as set forth therein.

(b) Term Loan Agreement. Drafting, reviewing, and negotiating the Term Loan Agreement (the "Term Loan Agreement") among BCS, as Borrower, Pinnacle, as Lender and Administrative Agent, and Meridian Whitcomb LLC, as Collateral Agent, including all schedules and exhibits thereto.

(c) Guaranty Agreement. Drafting, reviewing, and negotiating the Guaranty Agreement (the "Guaranty Agreement") to be executed and delivered by Solara Holdings Group LLC in favor of Pinnacle and Meridian Whitcomb LLC, guaranteeing payment and performance of all obligations of BCS under the Term Loan Agreement and the other loan documents.

(d) Security Agreement and Collateral Documents. Drafting, reviewing, and negotiating the Security Agreement (the "Security Agreement") pursuant to which BCS will grant to the Collateral Agent, for the benefit of the secured parties, a first-priority security interest in and lien upon substantially all assets of BCS, including but not limited to accounts, inventory, equipment, general intangibles, intellectual property, instruments, chattel paper, deposit accounts, investment property, and proceeds thereof.

(e) UCC Filings. Preparation, review, and filing of UCC-1 financing statements with the Delaware Secretary of State (as BCS's jurisdiction of organization) and the Texas Secretary of State (as the jurisdiction of BCS's principal place of business), as well as such additional filings as may be required to perfect the security interests contemplated by the Security Agreement.

(f) Deposit Account Control Agreements. Negotiation and review of deposit account control agreements with the Company's depository banks as required under the Term Loan Agreement and the Security Agreement to perfect the Collateral Agent's security interest in the Company's deposit accounts.

(g) Payoff and Lien Release — Ridgeline Commercial Bank. Coordination of the payoff and discharge of BCS's existing revolving credit facility with Ridgeline Commercial Bank, including negotiation and review of the payoff letter, termination of existing security interests, and filing of UCC-3 termination statements or amendments, as applicable.

(h) Ancillary Closing Documents. Preparation of ancillary closing documents, including without limitation officer's certificates, secretary's certificates (attaching resolutions, organizational documents, and incumbency information), closing certificates, solvency certificates, and board resolutions or written consents of the board of directors of BCS and, to the extent applicable, the governing body of Solara Holdings authorizing the Transaction.

(i) Legal Opinion. Preparation and delivery of a borrower's counsel legal opinion letter at closing, addressed to Pinnacle and Meridian Whitcomb LLC and their respective successors and assigns, covering customary opinion matters including due authorization, valid execution, enforceability of the loan documents against BCS, no conflicts with organizational documents or applicable law, good standing in the State of Delaware and the State of Texas, and such other matters as may be reasonably required by Pinnacle and its counsel.

(j) Funds Flow, Closing Checklist, and Compliance Certificate. Preparation of a funds flow memorandum detailing the disbursement and application of the Term Loan proceeds on the closing date, a comprehensive closing checklist identifying all conditions precedent and deliverables required for closing, and a pro forma compliance certificate demonstrating the Company's satisfaction of financial covenants as of the closing date on a pro forma basis after giving effect to the Transaction.

(k) Coordination with Lender's Counsel. Coordination with Wainwright & Pryor LLP, outside counsel to Pinnacle, on all documentation, diligence, and closing matters related to the Transaction.

(l) Coordination with Auditors. Coordination with Hartfield & Associates CPAs, PLLC, the Company's independent auditor, as needed for financial deliverables, including audited and interim financial statements required as conditions precedent to closing.

(m) Insurance Coordination. Review of insurance requirements set forth in the Term Loan Agreement and coordination with Ashford & Crane Insurance Brokerage LLC and the Company's insurance carriers, including Northbrook Indemnity Insurance Co. and Crosshaven Specialty Underwriters, Inc., regarding lender's loss payee endorsements, additional insured endorsements, and evidence of coverage as required by the loan documents.

The Term Loan Agreement and the other loan documents are expected to be governed by the laws of the State of New York, without regard to conflict of laws principles.

We understand that the anticipated use of proceeds of the Term Loan is as follows: (i) the build-out and construction of two new regional cloud data centers, one located in Dallas, Texas and one located in Phoenix, Arizona; (ii) the procurement of proprietary server hardware and related infrastructure equipment; (iii) the repayment in full of the existing revolving credit facility with Ridgeline Commercial Bank; (iv) general working capital purposes of BCS; and (v) the payment of fees, costs, and expenses incurred in connection with the Transaction, including legal fees, lender fees, and other closing costs.

3. Scope Limitations

This engagement is limited solely to the Transaction described in Section 2 above. Our representation of BCS does not extend to any other matter, whether or not related to the business or operations of the Company, except as may be expressly agreed in a separate written engagement.

C&H does not represent Solara Holdings Group LLC, Solara Capital Partners Fund III, LP, Solara Capital Partners Management LLC, or any other direct or indirect affiliate, subsidiary, member, partner, officer, director, or equity holder of BCS, except to the extent expressly agreed upon in a separate writing executed by C&H and such entity or person. Although the Guaranty Agreement will be executed by Solara Holdings, our representation is limited to BCS as borrower. Solara Holdings and its affiliates should consult their own independent counsel with respect to the Guaranty and any other matters arising in connection with the Transaction.

C&H does not represent BCS in any regulatory, tax, employment, environmental, intellectual property, real estate, or litigation matters arising outside the scope of this Transaction. The Company is advised to consult with appropriate specialists regarding any such matters, including, without limitation, the tax consequences of the Term Loan, the environmental and zoning compliance aspects of the proposed data center construction, and any intellectual property or technology licensing issues that may arise in connection with the Company's business.

Wainwright & Pryor LLP represents Pinnacle National Bank, N.A. in connection with this Transaction. C&H does not represent Pinnacle, Meridian Whitcomb LLC, or any other party to the Transaction other than BCS. BCS should be aware that the interests of the lender and the borrower may differ materially on a number of issues, including but not limited to covenants, representations and warranties, events of default, and remedies provisions, and C&H will advocate solely for the interests of BCS in all such matters.

To the extent the scope of the engagement changes materially — for example, if the Transaction is restructured, if additional lenders are added to the Facility, if additional collateral or subsidiary guarantors are required, or if the engagement is expanded to cover post-closing amendments or waivers — the parties will discuss and agree upon any modification to the scope of representation, fee arrangements, and other terms in writing prior to the commencement of any such additional work.

4. Staffing

The following attorneys have been assigned to this matter:

Ian Blackwood — Responsible Partner, Banking & Finance Group, New York office. Mr. Blackwood will have overall supervisory responsibility for the engagement. Mr. Blackwood has over twenty years of experience representing borrowers, sponsors, and financial institutions in secured and unsecured credit facilities, acquisition financings, and restructuring transactions. Mr. Blackwood may be reached by email at iblackwood@calderwoodharkness.com or by telephone at (212) 554-7112.

Stephanie Okafor — Billing Partner, Banking & Finance Group, New York office. Ms. Okafor will oversee all billing and fee matters related to the engagement, including the preparation and review of monthly invoices and the resolution of any billing inquiries. Ms. Okafor may be reached by email at sokafor@calderwoodharkness.com or by telephone at (212) 554-7245.

Sophie Tremblay — Lead Associate, Banking & Finance Group, New York office. Ms. Tremblay will handle day-to-day drafting, negotiation, and project management for the Transaction and will serve as a primary day-to-day contact for the Company's legal team. Ms. Tremblay may be reached by email at stremblay@calderwoodharkness.com or by telephone at (212) 554-7388.

Daniel Obi — Working Associate, Banking & Finance Group, Austin office (300 West 6th Street, Suite 2100, Austin, TX 78701). Mr. Obi will support due diligence, ancillary document preparation, local filing coordination, and coordination with the Company's Austin-based team. Mr. Obi may be reached by email at dobi@calderwoodharkness.com or by telephone at (512) 481-3200.

C&H may assign additional attorneys, paralegals, or other professional staff to the engagement as reasonably necessary to ensure the efficient and timely completion of the Transaction. The Company will be notified of any material staffing changes, including the addition of attorneys who will perform substantial work on the matter.

The primary client contact at BCS for purposes of this engagement shall be Jerome Hartwell, General Counsel. We understand that Mr. Hartwell will serve as the principal point of contact for all legal matters related to the Transaction. In addition, C&H will coordinate directly with Priya Ramanathan, Chief Financial Officer, with respect to financial deliverables, compliance certificates, and funds flow matters, and with Marcus Elliston, Chief Executive Officer, as needed for execution matters, organizational authorizations, and strategic decisions.

The Firm's primary sponsor-side contact for this engagement shall be David Kessler, Managing Director, Solara Capital Partners, serving in his capacity as the Authorized Representative of Solara Holdings Group LLC. Mr. Kessler will be copied on substantive correspondence at the direction and with the consent of BCS.

5. Fee Arrangements

5.1 Hourly Rates

C&H will bill for its services on an hourly basis at the Firm's standard rates in effect at the time services are rendered. The Firm's current standard hourly rates for the professionals assigned to this engagement are as follows:

The Firm's standard hourly rates are subject to periodic adjustment, which typically takes effect on January 1 of each calendar year. The Company will be notified in advance of any rate changes. In the event that this engagement extends beyond December 31, 2022, services rendered on or after January 1, 2023 will be billed at the then-prevailing rates.

5.2 Expenses and Disbursements

In addition to professional fees for legal services, the Company will be responsible for the reimbursement of reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with this engagement. Such expenses may include, but are not limited to, the following:

(a) filing fees associated with UCC-1 financing statements, UCC-3 amendments or terminations, good standing certificates, certified copies of organizational documents, and other governmental or regulatory filings;

(b) travel expenses, including airfare, ground transportation, lodging, and meals, if in-person meetings, due diligence sessions, or closings are required (travel will be subject to the Company's prior approval for any individual trip expected to exceed $2,500);

(d) overnight courier, express mail, and other delivery charges;

(e) charges for computerized database research and electronic legal research services (e.g., Westmark Data Systems, Sundial Solutions, and similar platforms);

(f) fees charged by third-party service providers, including registered agent services, lien search and UCC search providers, process servers, and similar vendors; and

(g) long-distance telephone and conference call charges, to the extent separately identifiable.

Disbursements will be itemized on the Firm's monthly invoices and are payable on the same terms as professional fees.

5.3 Billing Procedures

Invoices will be rendered on a monthly basis, reflecting services rendered and disbursements incurred during the preceding calendar month. Each invoice will include a summary of services rendered by each attorney and professional, the number of hours expended by each timekeeper, a narrative description of the work performed, and an itemized listing of disbursements. Invoices are due and payable within thirty (30) days of receipt.

All billing inquiries should be directed to Stephanie Okafor, Billing Partner, at sokafor@calderwoodharkness.com or (212) 554-7245. In the event of any billing dispute, C&H and the Company agree to work together in good faith to resolve such dispute promptly.

Payments should be made by wire transfer to the following account:

Bank: Greaves Bancorp Account Name: Calderwood & Harkness LLP — Client Trust Account ABA Routing Number: 021-000-021 Account Number: 8847-2210-6639 Reference: C&H Matter No. 1042-00001 / Brightfield Cloud Services Inc.

Alternatively, payments may be made by check payable to "Calderwood & Harkness LLP" and mailed to the Firm's principal office at One Liberty Plaza, 42nd Floor, New York, NY 10006, Attention: Accounts Receivable.

5.4 Fee Estimate

Based on the anticipated scope and complexity of the Transaction as currently understood, C&H estimates that total legal fees for this engagement will be in the range of one hundred seventy-five thousand dollars ($175,000) to two hundred fifty thousand dollars ($250,000), plus disbursements. This estimate is based on the assumption that (i) the Transaction will proceed substantially as described in the term sheet, (ii) the closing will occur within approximately sixty (60) to ninety (90) days of the date hereof, (iii) negotiations will involve a customary number of drafts and comment cycles, and (iv) no material unanticipated issues or complications will arise.

This estimate is provided for budgeting purposes only and does not constitute a cap, ceiling, or fixed fee arrangement. Actual fees may vary — and in some cases may vary materially — depending on the complexity and duration of negotiations, the nature and extent of lender requirements, the volume and difficulty of diligence items, the number of drafts and negotiation sessions required, the timing of closing, and other factors outside C&H's control. C&H will endeavor to keep the Company informed on a regular basis if fees are likely to materially exceed the estimated range, and will work with the Company to identify opportunities for efficiency where possible.

6. Retainer

No retainer or advance deposit of fees is required for this engagement at this time. C&H reserves the right to request a retainer or advance deposit of fees if, in the Firm's reasonable judgment, circumstances warrant, including but not limited to a material change in the scope or complexity of the engagement, a material delay in the payment of invoices, or other circumstances affecting the Firm's ability to be compensated for services rendered.

7. Confidentiality

C&H will maintain the confidentiality of all information provided by the Company in connection with this engagement, in accordance with applicable law, the New York Rules of Professional Conduct, and any other applicable professional obligations. The Firm will not disclose confidential information to any third party without the Company's prior consent, except as required by law, court order, or applicable rules of professional conduct.

Notwithstanding the foregoing, the Company acknowledges and agrees that C&H may share information concerning the Company and the Transaction with Pinnacle National Bank, N.A., Wainwright & Pryor LLP (counsel to Pinnacle), Meridian Whitcomb LLC, and other parties and their respective advisors as necessary and appropriate in connection with the negotiation, documentation, and closing of the Transaction. The Company's consent to such disclosures may be given generally for customary closing information and documentation, without the need for item-by-item authorization, provided that C&H will exercise reasonable professional judgment in determining the scope of such disclosures and will consult with the Company regarding any disclosure of information that C&H believes to be particularly sensitive or outside the customary scope of transactional disclosures.

8. Conflicts of Interest

C&H has conducted a conflict of interest review based on the information available to the Firm as of the date of this Letter, including the identities of BCS, Solara Holdings Group LLC, Solara Capital Partners Fund III, LP, Pinnacle National Bank, N.A., Meridian Whitcomb LLC, Ridgeline Commercial Bank, N.A., and the key individuals identified in the Transaction. Based on the results of that review, C&H has not identified any conflicts of interest that would prevent the Firm from undertaking this engagement in accordance with the New York Rules of Professional Conduct.

The Company acknowledges that C&H is a large, multi-office law firm that represents numerous clients in the banking, finance, corporate, capital markets, and related practice areas. It is possible, and in fact likely, that C&H currently represents or may in the future represent one or more parties — including financial institutions, sponsors, or corporate entities — that may have interests adverse to BCS in matters unrelated to this engagement. Nothing in this Engagement Letter shall be construed to prevent or restrict C&H from representing other clients in matters unrelated to this Transaction, provided that such representation does not create a conflict of interest under applicable professional responsibility rules that would impair C&H's ability to represent BCS effectively in this engagement.

If a conflict of interest arises or becomes apparent during the course of this engagement, C&H will promptly notify the Company and will discuss appropriate steps, which may include obtaining informed written consent from the affected parties, implementing an ethical screen or other protective measures, or, if the conflict cannot be adequately addressed, withdrawing from the engagement in accordance with applicable rules.

9. Communication and Reporting

C&H will keep the Company informed of all material developments in the Transaction on a timely basis. The Firm will provide regular status updates and will promptly communicate any significant issues, counterparty positions, or developments that may affect the timeline, structure, or terms of the Transaction.

The primary points of contact at C&H for this engagement shall be Ian Blackwood, Responsible Partner, and Sophie Tremblay, Lead Associate. The Company should feel free to contact either Mr. Blackwood or Ms. Tremblay at any time with questions, instructions, or information relevant to the engagement.

The Company should direct all legal correspondence, documentation, and deliverables to C&H at the following addresses, as appropriate:

New York Office (Primary): Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006

Attention: Ian Blackwood / Sophie Tremblay

Austin Office: Calderwood & Harkness LLP 300 West 6th Street, Suite 2100 Austin, TX 78701

Attention: Daniel Obi

Correspondence may also be sent by email to the attorneys identified in Section 4 above. For the avoidance of doubt, email communication regarding this engagement should be marked "Privileged and Confidential — Attorney-Client Communication" where appropriate.

10. Term and Termination

This engagement shall commence on the date of the Company's countersignature of this Letter and shall continue until the earliest of: (a) the closing and completion of the Transaction, including the delivery of all post-closing deliverables required under the loan documents and the closing checklist; (b) mutual written agreement of the Firm and the Company to terminate the engagement; or (c) withdrawal by C&H from the engagement in accordance with applicable professional responsibility rules.

Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Company shall remain responsible for the payment of all fees for professional services rendered and all disbursements incurred through the effective date of termination, in accordance with the terms of this Letter.

Upon termination of the engagement, C&H will take such steps as are reasonably practicable to protect the Company's interests, including cooperating with successor counsel, providing access to the engagement files, and facilitating an orderly transition of the matter. The Firm's obligations with respect to confidentiality shall survive the termination of this engagement.

11. Document Retention

Following the conclusion of this engagement, C&H will retain the files and work product related to this matter in accordance with the Firm's document retention policies then in effect. The Firm's current policy provides for the retention of closed engagement files for a period of ten (10) years from the date of engagement closing, after which time client files may be destroyed in the ordinary course without further notice to the Company, unless the Company has previously requested their return.

Original documents provided by the Company to C&H will be returned to the Company upon written request. The Firm may retain copies of such documents for its files. Work product created by C&H in the course of the engagement (including drafts, internal memoranda, research, and attorney notes) is the property of the Firm but will be made available to the Company upon reasonable request, subject to applicable privilege considerations.

The Company is encouraged to contact the Firm promptly following the conclusion of the engagement if it wishes to request the return of any original documents or the transfer of engagement files to the Company or its successor counsel.

12. Limitation of Liability

The Company acknowledges that C&H's obligations and responsibilities under this engagement are limited to the scope of services described in this Letter. The Firm shall not be liable for any loss, damage, cost, or expense arising out of or related to matters outside the scope of this engagement, including without limitation any loss arising from the Company's reliance on advice or services not rendered by C&H, or from the acts or omissions of third parties.

C&H's aggregate liability to the Company arising out of or in connection with this engagement, whether based on contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total amount of fees actually paid by the Company to C&H for services rendered under this Engagement Letter. This limitation shall not apply to the extent prohibited by applicable law or professional responsibility rules, or to the extent resulting from the Firm's willful misconduct or fraud.

Nothing in this Section 12 shall be construed to limit any rights or remedies available to the Company under applicable law or the New York Rules of Professional Conduct that may not be limited by agreement.

13. Governing Law and Dispute Resolution

This Engagement Letter, and the terms and conditions of the engagement set forth herein, shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

In the event of any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the engagement described herein, including but not limited to any claim regarding the Firm's fees or the quality of its services, the parties agree to first attempt to resolve such dispute through good faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree that such dispute shall be submitted to and finally resolved by binding arbitration in the City of New York, State of New York, administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single arbitrator who shall be a licensed attorney with experience in legal malpractice or fee dispute matters. The decision of the arbitrator shall be final and binding upon both parties and may be entered as a judgment in any court of competent jurisdiction. The foregoing notwithstanding, nothing in this Section shall preclude either party from seeking preliminary injunctive relief or other provisional remedies in any court of competent jurisdiction where such relief is necessary to prevent irreparable harm pending the resolution of the arbitration.

14. Acceptance

We kindly request that the Company confirm its agreement to the terms and conditions set forth in this Engagement Letter by having an authorized representative of Brightfield Cloud Services Inc. countersign this Letter in the space provided below and return a signed copy to our office. A scanned copy returned via email to iblackwood@calderwoodharkness.com will be accepted as an original pending receipt of a hard copy, which may be sent by overnight courier or hand delivery.

We very much appreciate the opportunity to represent Brightfield Cloud Services Inc. in connection with this Transaction, and we look forward to working with you, Ms. Ramanathan, Mr. Elliston, and the entire BCS team to bring the Term Loan to a successful closing. Please do not hesitate to contact me or Sophie Tremblay if you have any questions regarding this Letter or any other aspect of the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Ian Blackwood Partner, Banking & Finance Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: (212) 554-7112

Email: iblackwood@calderwoodharkness.com

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Brightfield Cloud Services Inc., hereby acknowledges receipt of this Engagement Letter dated May 23, 2022, confirms that the undersigned is duly authorized to execute this Letter on behalf of the Company, and agrees to the terms and conditions of the engagement set forth herein.

BRIGHTFIELD CLOUD SERVICES INC.

By: ________

Name: Jerome Hartwell

Title: General Counsel

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

Date: ________

cc (via email):

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, Billing Partner, Calderwood & Harkness LLP Sophie Tremblay, Lead Associate, Calderwood & Harkness LLP Daniel Obi, Working Associate, Calderwood & Harkness LLP

Professional Category	Current Hourly Rate
Partners	$1,250 – $1,450 per hour
Senior Associates (6th year and above)	$875 – $1,050 per hour
Associates (1st through 5th year)	$650 – $825 per hour
Paralegals and Legal Assistants	$350 – $475 per hour

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 42nd Floor New York, NY 10006
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
May 23, 2022
VIA EMAIL AND HAND DELIVERY
Mr. Jerome Hartwell General Counsel Brightfield Cloud Services Inc. 4200 Lone Star Parkway, Suite 800 Austin, TX 78731
Re: Engagement of Calderwood & Harkness LLP — Representation of Brightfield Cloud Services Inc. as Borrower in Connection with $35,000,000 Senior Secured Term Loan from Pinnacle National Bank, N.A.
C&H Matter Number: 1042-00001
Dear Mr. Hartwell:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Brightfield Cloud Services Inc. ("BCS" or the "Company"), a corporation organized and existing under the laws of the State of Delaware, as outside counsel in connection with the proposed thirty-five million dollar ($35,000,000) senior secured term loan facility (the "Facility" or the "Term Loan" and, together with all related agreements, instruments, certificates, and ancillary documents, the "Transaction"). The Term Loan will be extended by Pinnacle National Bank, N.A. ("Pinnacle"), a national banking association, acting as sole lender and administrative agent under the Term Loan Agreement (as defined below). Meridian Whitcomb LLC, a Delaware limited liability company ("Meridian Whitcomb"), will serve as collateral agent under the Security Agreement (as defined below) and related collateral documents.
In connection with the Facility, Solara Holdings Group LLC ("Solara Holdings"), a Delaware limited liability company and the Company's direct parent holding company and sole equity holder, will provide a full and unconditional guaranty (the "Guaranty") of all obligations of BCS arising under the Term Loan Agreement and the other loan documents. We understand that Solara Holdings is a portfolio holding entity of Solara Capital Partners Fund III, LP ("Solara Fund III").
We further understand that a portion of the proceeds of the Term Loan will be used to refinance and repay in full the Company's existing revolving credit facility with Ridgeline Commercial Bank, N.A. ("Ridgeline"), and that C&H will assist in coordinating the payoff and release of liens in connection therewith.
This engagement letter (the "Engagement Letter" or this "Letter") sets forth the terms and conditions under which C&H will provide legal services to the Company in connection with the Transaction. We ask that you review the terms carefully and, if they are acceptable, countersign and return a copy of this Letter as described in Section 14 below.
2. Scope of Representation
C&H will represent BCS solely in its capacity as borrower in the negotiation, documentation, and closing of the Term Loan. Our representation will include, without limitation, the following services:
(a) Term Sheet Review and Negotiation. Review and negotiation of the commitment letter and term sheet received from Pinnacle dated April 29, 2022, including negotiation of key economic and structural terms of the Facility as set forth therein.
(b) Term Loan Agreement. Drafting, reviewing, and negotiating the Term Loan Agreement (the "Term Loan Agreement") among BCS, as Borrower, Pinnacle, as Lender and Administrative Agent, and Meridian Whitcomb LLC, as Collateral Agent, including all schedules and exhibits thereto.
(c) Guaranty Agreement. Drafting, reviewing, and negotiating the Guaranty Agreement (the "Guaranty Agreement") to be executed and delivered by Solara Holdings Group LLC in favor of Pinnacle and Meridian Whitcomb LLC, guaranteeing payment and performance of all obligations of BCS under the Term Loan Agreement and the other loan documents.
(d) Security Agreement and Collateral Documents. Drafting, reviewing, and negotiating the Security Agreement (the "Security Agreement") pursuant to which BCS will grant to the Collateral Agent, for the benefit of the secured parties, a first-priority security interest in and lien upon substantially all assets of BCS, including but not limited to accounts, inventory, equipment, general intangibles, intellectual property, instruments, chattel paper, deposit accounts, investment property, and proceeds thereof.
(e) UCC Filings. Preparation, review, and filing of UCC-1 financing statements with the Delaware Secretary of State (as BCS's jurisdiction of organization) and the Texas Secretary of State (as the jurisdiction of BCS's principal place of business), as well as such additional filings as may be required to perfect the security interests contemplated by the Security Agreement.
(f) Deposit Account Control Agreements. Negotiation and review of deposit account control agreements with the Company's depository banks as required under the Term Loan Agreement and the Security Agreement to perfect the Collateral Agent's security interest in the Company's deposit accounts.
(g) Payoff and Lien Release — Ridgeline Commercial Bank. Coordination of the payoff and discharge of BCS's existing revolving credit facility with Ridgeline Commercial Bank, including negotiation and review of the payoff letter, termination of existing security interests, and filing of UCC-3 termination statements or amendments, as applicable.
(h) Ancillary Closing Documents. Preparation of ancillary closing documents, including without limitation officer's certificates, secretary's certificates (attaching resolutions, organizational documents, and incumbency information), closing certificates, solvency certificates, and board resolutions or written consents of the board of directors of BCS and, to the extent applicable, the governing body of Solara Holdings authorizing the Transaction.
(i) Legal Opinion. Preparation and delivery of a borrower's counsel legal opinion letter at closing, addressed to Pinnacle and Meridian Whitcomb LLC and their respective successors and assigns, covering customary opinion matters including due authorization, valid execution, enforceability of the loan documents against BCS, no conflicts with organizational documents or applicable law, good standing in the State of Delaware and the State of Texas, and such other matters as may be reasonably required by Pinnacle and its counsel.
(j) Funds Flow, Closing Checklist, and Compliance Certificate. Preparation of a funds flow memorandum detailing the disbursement and application of the Term Loan proceeds on the closing date, a comprehensive closing checklist identifying all conditions precedent and deliverables required for closing, and a pro forma compliance certificate demonstrating the Company's satisfaction of financial covenants as of the closing date on a pro forma basis after giving effect to the Transaction.
(k) Coordination with Lender's Counsel. Coordination with Wainwright & Pryor LLP, outside counsel to Pinnacle, on all documentation, diligence, and closing matters related to the Transaction.
(l) Coordination with Auditors. Coordination with Hartfield & Associates CPAs, PLLC, the Company's independent auditor, as needed for financial deliverables, including audited and interim financial statements required as conditions precedent to closing.
(m) Insurance Coordination. Review of insurance requirements set forth in the Term Loan Agreement and coordination with Ashford & Crane Insurance Brokerage LLC and the Company's insurance carriers, including Northbrook Indemnity Insurance Co. and Crosshaven Specialty Underwriters, Inc., regarding lender's loss payee endorsements, additional insured endorsements, and evidence of coverage as required by the loan documents.
The Term Loan Agreement and the other loan documents are expected to be governed by the laws of the State of New York, without regard to conflict of laws principles.
We understand that the anticipated use of proceeds of the Term Loan is as follows: (i) the build-out and construction of two new regional cloud data centers, one located in Dallas, Texas and one located in Phoenix, Arizona; (ii) the procurement of proprietary server hardware and related infrastructure equipment; (iii) the repayment in full of the existing revolving credit facility with Ridgeline Commercial Bank; (iv) general working capital purposes of BCS; and (v) the payment of fees, costs, and expenses incurred in connection with the Transaction, including legal fees, lender fees, and other closing costs.
3. Scope Limitations
This engagement is limited solely to the Transaction described in Section 2 above. Our representation of BCS does not extend to any other matter, whether or not related to the business or operations of the Company, except as may be expressly agreed in a separate written engagement.
C&H does not represent Solara Holdings Group LLC, Solara Capital Partners Fund III, LP, Solara Capital Partners Management LLC, or any other direct or indirect affiliate, subsidiary, member, partner, officer, director, or equity holder of BCS, except to the extent expressly agreed upon in a separate writing executed by C&H and such entity or person. Although the Guaranty Agreement will be executed by Solara Holdings, our representation is limited to BCS as borrower. Solara Holdings and its affiliates should consult their own independent counsel with respect to the Guaranty and any other matters arising in connection with the Transaction.
C&H does not represent BCS in any regulatory, tax, employment, environmental, intellectual property, real estate, or litigation matters arising outside the scope of this Transaction. The Company is advised to consult with appropriate specialists regarding any such matters, including, without limitation, the tax consequences of the Term Loan, the environmental and zoning compliance aspects of the proposed data center construction, and any intellectual property or technology licensing issues that may arise in connection with the Company's business.
Wainwright & Pryor LLP represents Pinnacle National Bank, N.A. in connection with this Transaction. C&H does not represent Pinnacle, Meridian Whitcomb LLC, or any other party to the Transaction other than BCS. BCS should be aware that the interests of the lender and the borrower may differ materially on a number of issues, including but not limited to covenants, representations and warranties, events of default, and remedies provisions, and C&H will advocate solely for the interests of BCS in all such matters.
To the extent the scope of the engagement changes materially — for example, if the Transaction is restructured, if additional lenders are added to the Facility, if additional collateral or subsidiary guarantors are required, or if the engagement is expanded to cover post-closing amendments or waivers — the parties will discuss and agree upon any modification to the scope of representation, fee arrangements, and other terms in writing prior to the commencement of any such additional work.
4. Staffing
The following attorneys have been assigned to this matter:
Ian Blackwood — Responsible Partner, Banking & Finance Group, New York office. Mr. Blackwood will have overall supervisory responsibility for the engagement. Mr. Blackwood has over twenty years of experience representing borrowers, sponsors, and financial institutions in secured and unsecured credit facilities, acquisition financings, and restructuring transactions. Mr. Blackwood may be reached by email at iblackwood@calderwoodharkness.com or by telephone at (212) 554-7112.
Stephanie Okafor — Billing Partner, Banking & Finance Group, New York office. Ms. Okafor will oversee all billing and fee matters related to the engagement, including the preparation and review of monthly invoices and the resolution of any billing inquiries. Ms. Okafor may be reached by email at sokafor@calderwoodharkness.com or by telephone at (212) 554-7245.
Sophie Tremblay — Lead Associate, Banking & Finance Group, New York office. Ms. Tremblay will handle day-to-day drafting, negotiation, and project management for the Transaction and will serve as a primary day-to-day contact for the Company's legal team. Ms. Tremblay may be reached by email at stremblay@calderwoodharkness.com or by telephone at (212) 554-7388.
Daniel Obi — Working Associate, Banking & Finance Group, Austin office (300 West 6th Street, Suite 2100, Austin, TX 78701). Mr. Obi will support due diligence, ancillary document preparation, local filing coordination, and coordination with the Company's Austin-based team. Mr. Obi may be reached by email at dobi@calderwoodharkness.com or by telephone at (512) 481-3200.
C&H may assign additional attorneys, paralegals, or other professional staff to the engagement as reasonably necessary to ensure the efficient and timely completion of the Transaction. The Company will be notified of any material staffing changes, including the addition of attorneys who will perform substantial work on the matter.
The primary client contact at BCS for purposes of this engagement shall be Jerome Hartwell, General Counsel. We understand that Mr. Hartwell will serve as the principal point of contact for all legal matters related to the Transaction. In addition, C&H will coordinate directly with Priya Ramanathan, Chief Financial Officer, with respect to financial deliverables, compliance certificates, and funds flow matters, and with Marcus Elliston, Chief Executive Officer, as needed for execution matters, organizational authorizations, and strategic decisions.
The Firm's primary sponsor-side contact for this engagement shall be David Kessler, Managing Director, Solara Capital Partners, serving in his capacity as the Authorized Representative of Solara Holdings Group LLC. Mr. Kessler will be copied on substantive correspondence at the direction and with the consent of BCS.
5. Fee Arrangements
5.1 Hourly Rates
C&H will bill for its services on an hourly basis at the Firm's standard rates in effect at the time services are rendered. The Firm's current standard hourly rates for the professionals assigned to this engagement are as follows:
The Firm's standard hourly rates are subject to periodic adjustment, which typically takes effect on January 1 of each calendar year. The Company will be notified in advance of any rate changes. In the event that this engagement extends beyond December 31, 2022, services rendered on or after January 1, 2023 will be billed at the then-prevailing rates.
5.2 Expenses and Disbursements
In addition to professional fees for legal services, the Company will be responsible for the reimbursement of reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with this engagement. Such expenses may include, but are not limited to, the following:
(a) filing fees associated with UCC-1 financing statements, UCC-3 amendments or terminations, good standing certificates, certified copies of organizational documents, and other governmental or regulatory filings;
(b) travel expenses, including airfare, ground transportation, lodging, and meals, if in-person meetings, due diligence sessions, or closings are required (travel will be subject to the Company's prior approval for any individual trip expected to exceed $2,500);
(c) document production, reproduction, and copying costs;
(d) overnight courier, express mail, and other delivery charges;
(e) charges for computerized database research and electronic legal research services (e.g., Westmark Data Systems, Sundial Solutions, and similar platforms);
(f) fees charged by third-party service providers, including registered agent services, lien search and UCC search providers, process servers, and similar vendors; and
(g) long-distance telephone and conference call charges, to the extent separately identifiable.
Disbursements will be itemized on the Firm's monthly invoices and are payable on the same terms as professional fees.
5.3 Billing Procedures
Invoices will be rendered on a monthly basis, reflecting services rendered and disbursements incurred during the preceding calendar month. Each invoice will include a summary of services rendered by each attorney and professional, the number of hours expended by each timekeeper, a narrative description of the work performed, and an itemized listing of disbursements. Invoices are due and payable within thirty (30) days of receipt.
All billing inquiries should be directed to Stephanie Okafor, Billing Partner, at sokafor@calderwoodharkness.com or (212) 554-7245. In the event of any billing dispute, C&H and the Company agree to work together in good faith to resolve such dispute promptly.
Payments should be made by wire transfer to the following account:
Bank: Greaves Bancorp Account Name: Calderwood & Harkness LLP — Client Trust Account ABA Routing Number: 021-000-021 Account Number: 8847-2210-6639 Reference: C&H Matter No. 1042-00001 / Brightfield Cloud Services Inc.
Alternatively, payments may be made by check payable to "Calderwood & Harkness LLP" and mailed to the Firm's principal office at One Liberty Plaza, 42nd Floor, New York, NY 10006, Attention: Accounts Receivable.
5.4 Fee Estimate
Based on the anticipated scope and complexity of the Transaction as currently understood, C&H estimates that total legal fees for this engagement will be in the range of one hundred seventy-five thousand dollars ($175,000) to two hundred fifty thousand dollars ($250,000), plus disbursements. This estimate is based on the assumption that (i) the Transaction will proceed substantially as described in the term sheet, (ii) the closing will occur within approximately sixty (60) to ninety (90) days of the date hereof, (iii) negotiations will involve a customary number of drafts and comment cycles, and (iv) no material unanticipated issues or complications will arise.
This estimate is provided for budgeting purposes only and does not constitute a cap, ceiling, or fixed fee arrangement. Actual fees may vary — and in some cases may vary materially — depending on the complexity and duration of negotiations, the nature and extent of lender requirements, the volume and difficulty of diligence items, the number of drafts and negotiation sessions required, the timing of closing, and other factors outside C&H's control. C&H will endeavor to keep the Company informed on a regular basis if fees are likely to materially exceed the estimated range, and will work with the Company to identify opportunities for efficiency where possible.
6. Retainer
No retainer or advance deposit of fees is required for this engagement at this time. C&H reserves the right to request a retainer or advance deposit of fees if, in the Firm's reasonable judgment, circumstances warrant, including but not limited to a material change in the scope or complexity of the engagement, a material delay in the payment of invoices, or other circumstances affecting the Firm's ability to be compensated for services rendered.
7. Confidentiality
C&H will maintain the confidentiality of all information provided by the Company in connection with this engagement, in accordance with applicable law, the New York Rules of Professional Conduct, and any other applicable professional obligations. The Firm will not disclose confidential information to any third party without the Company's prior consent, except as required by law, court order, or applicable rules of professional conduct.
Notwithstanding the foregoing, the Company acknowledges and agrees that C&H may share information concerning the Company and the Transaction with Pinnacle National Bank, N.A., Wainwright & Pryor LLP (counsel to Pinnacle), Meridian Whitcomb LLC, and other parties and their respective advisors as necessary and appropriate in connection with the negotiation, documentation, and closing of the Transaction. The Company's consent to such disclosures may be given generally for customary closing information and documentation, without the need for item-by-item authorization, provided that C&H will exercise reasonable professional judgment in determining the scope of such disclosures and will consult with the Company regarding any disclosure of information that C&H believes to be particularly sensitive or outside the customary scope of transactional disclosures.
8. Conflicts of Interest
C&H has conducted a conflict of interest review based on the information available to the Firm as of the date of this Letter, including the identities of BCS, Solara Holdings Group LLC, Solara Capital Partners Fund III, LP, Pinnacle National Bank, N.A., Meridian Whitcomb LLC, Ridgeline Commercial Bank, N.A., and the key individuals identified in the Transaction. Based on the results of that review, C&H has not identified any conflicts of interest that would prevent the Firm from undertaking this engagement in accordance with the New York Rules of Professional Conduct.
The Company acknowledges that C&H is a large, multi-office law firm that represents numerous clients in the banking, finance, corporate, capital markets, and related practice areas. It is possible, and in fact likely, that C&H currently represents or may in the future represent one or more parties — including financial institutions, sponsors, or corporate entities — that may have interests adverse to BCS in matters unrelated to this engagement. Nothing in this Engagement Letter shall be construed to prevent or restrict C&H from representing other clients in matters unrelated to this Transaction, provided that such representation does not create a conflict of interest under applicable professional responsibility rules that would impair C&H's ability to represent BCS effectively in this engagement.
If a conflict of interest arises or becomes apparent during the course of this engagement, C&H will promptly notify the Company and will discuss appropriate steps, which may include obtaining informed written consent from the affected parties, implementing an ethical screen or other protective measures, or, if the conflict cannot be adequately addressed, withdrawing from the engagement in accordance with applicable rules.
9. Communication and Reporting
C&H will keep the Company informed of all material developments in the Transaction on a timely basis. The Firm will provide regular status updates and will promptly communicate any significant issues, counterparty positions, or developments that may affect the timeline, structure, or terms of the Transaction.
The primary points of contact at C&H for this engagement shall be Ian Blackwood, Responsible Partner, and Sophie Tremblay, Lead Associate. The Company should feel free to contact either Mr. Blackwood or Ms. Tremblay at any time with questions, instructions, or information relevant to the engagement.
The Company should direct all legal correspondence, documentation, and deliverables to C&H at the following addresses, as appropriate:
New York Office (Primary): Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006
Attention: Ian Blackwood / Sophie Tremblay
Austin Office: Calderwood & Harkness LLP 300 West 6th Street, Suite 2100 Austin, TX 78701
Attention: Daniel Obi
Correspondence may also be sent by email to the attorneys identified in Section 4 above. For the avoidance of doubt, email communication regarding this engagement should be marked "Privileged and Confidential — Attorney-Client Communication" where appropriate.
10. Term and Termination
This engagement shall commence on the date of the Company's countersignature of this Letter and shall continue until the earliest of: (a) the closing and completion of the Transaction, including the delivery of all post-closing deliverables required under the loan documents and the closing checklist; (b) mutual written agreement of the Firm and the Company to terminate the engagement; or (c) withdrawal by C&H from the engagement in accordance with applicable professional responsibility rules.
Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Company shall remain responsible for the payment of all fees for professional services rendered and all disbursements incurred through the effective date of termination, in accordance with the terms of this Letter.
Upon termination of the engagement, C&H will take such steps as are reasonably practicable to protect the Company's interests, including cooperating with successor counsel, providing access to the engagement files, and facilitating an orderly transition of the matter. The Firm's obligations with respect to confidentiality shall survive the termination of this engagement.
11. Document Retention
Following the conclusion of this engagement, C&H will retain the files and work product related to this matter in accordance with the Firm's document retention policies then in effect. The Firm's current policy provides for the retention of closed engagement files for a period of ten (10) years from the date of engagement closing, after which time client files may be destroyed in the ordinary course without further notice to the Company, unless the Company has previously requested their return.
Original documents provided by the Company to C&H will be returned to the Company upon written request. The Firm may retain copies of such documents for its files. Work product created by C&H in the course of the engagement (including drafts, internal memoranda, research, and attorney notes) is the property of the Firm but will be made available to the Company upon reasonable request, subject to applicable privilege considerations.
The Company is encouraged to contact the Firm promptly following the conclusion of the engagement if it wishes to request the return of any original documents or the transfer of engagement files to the Company or its successor counsel.
12. Limitation of Liability
The Company acknowledges that C&H's obligations and responsibilities under this engagement are limited to the scope of services described in this Letter. The Firm shall not be liable for any loss, damage, cost, or expense arising out of or related to matters outside the scope of this engagement, including without limitation any loss arising from the Company's reliance on advice or services not rendered by C&H, or from the acts or omissions of third parties.
C&H's aggregate liability to the Company arising out of or in connection with this engagement, whether based on contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total amount of fees actually paid by the Company to C&H for services rendered under this Engagement Letter. This limitation shall not apply to the extent prohibited by applicable law or professional responsibility rules, or to the extent resulting from the Firm's willful misconduct or fraud.
Nothing in this Section 12 shall be construed to limit any rights or remedies available to the Company under applicable law or the New York Rules of Professional Conduct that may not be limited by agreement.
13. Governing Law and Dispute Resolution
This Engagement Letter, and the terms and conditions of the engagement set forth herein, shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.
In the event of any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the engagement described herein, including but not limited to any claim regarding the Firm's fees or the quality of its services, the parties agree to first attempt to resolve such dispute through good faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree that such dispute shall be submitted to and finally resolved by binding arbitration in the City of New York, State of New York, administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single arbitrator who shall be a licensed attorney with experience in legal malpractice or fee dispute matters. The decision of the arbitrator shall be final and binding upon both parties and may be entered as a judgment in any court of competent jurisdiction. The foregoing notwithstanding, nothing in this Section shall preclude either party from seeking preliminary injunctive relief or other provisional remedies in any court of competent jurisdiction where such relief is necessary to prevent irreparable harm pending the resolution of the arbitration.
14. Acceptance
We kindly request that the Company confirm its agreement to the terms and conditions set forth in this Engagement Letter by having an authorized representative of Brightfield Cloud Services Inc. countersign this Letter in the space provided below and return a signed copy to our office. A scanned copy returned via email to iblackwood@calderwoodharkness.com will be accepted as an original pending receipt of a hard copy, which may be sent by overnight courier or hand delivery.
We very much appreciate the opportunity to represent Brightfield Cloud Services Inc. in connection with this Transaction, and we look forward to working with you, Ms. Ramanathan, Mr. Elliston, and the entire BCS team to bring the Term Loan to a successful closing. Please do not hesitate to contact me or Sophie Tremblay if you have any questions regarding this Letter or any other aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Ian Blackwood Partner, Banking & Finance Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: (212) 554-7112
Email: iblackwood@calderwoodharkness.com
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Brightfield Cloud Services Inc., hereby acknowledges receipt of this Engagement Letter dated May 23, 2022, confirms that the undersigned is duly authorized to execute this Letter on behalf of the Company, and agrees to the terms and conditions of the engagement set forth herein.
BRIGHTFIELD CLOUD SERVICES INC.
By: ________
Name: Jerome Hartwell
Title: General Counsel
Brightfield Cloud Services Inc. 4200 Lone Star Parkway, Suite 800 Austin, TX 78731
Date: ________
cc (via email):
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, Billing Partner, Calderwood & Harkness LLP Sophie Tremblay, Lead Associate, Calderwood & Harkness LLP Daniel Obi, Working Associate, Calderwood & Harkness LLP
Professional Category | Current Hourly Rate
Partners | $1,250 – $1,450 per hour
Senior Associates (6th year and above) | $875 – $1,050 per hour
Associates (1st through 5th year) | $650 – $825 per hour
Paralegals and Legal Assistants | $350 – $475 per hour

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

VIA EMAIL AND HAND DELIVERY

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

BRIGHTFIELD CLOUD SERVICES INC.

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