1042-00002 · Client 1042 · Engagement

engagement-letter-bcs-safe-round.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

600 Travis Street, Suite 4200 Houston, TX 77002 Telephone: (713) 555-4800 Facsimile: (713) 555-4801 www.calderwoodharkness.com

February 28, 2022

VIA EMAIL AND FIRST CLASS MAIL

Brightfield Cloud Services Inc.

Attention: Devin Mallory, Chief Executive Officer

4710 East Riverside Drive, Suite 210 Austin, TX 78741

Re: Engagement of Calderwood & Harkness LLP — SAFE Financing Round Matter Number: 1042-00002

Dear Mr. Mallory:

1. Introduction and Engagement

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement to represent Brightfield Cloud Services Inc., a Delaware corporation ("BCS" or the "Company"), as issuer's counsel in connection with the matters described below. This engagement shall be effective as of February 28, 2022.

The Company has informed us that it intends to conduct a pre-seed/seed financing round through the issuance of Simple Agreements for Future Equity ("SAFEs") to a group of angel investors. Specifically, the Company seeks to raise an aggregate target investment of approximately One Million Eight Hundred Fifty Thousand Dollars ($1,850,000) on a post-money SAFE basis, with a valuation cap of Twelve Million Dollars ($12,000,000) and no discount rate. It is our understanding that the Company anticipates issuing SAFEs to up to five (5) individual angel investors or their respective investment vehicles in connection with this financing round (the "SAFE Round" or the "Transaction").

The Firm will represent only the Company in connection with this matter. The Firm does not represent, and will not represent, any of the individual angel investors participating in the SAFE Round, any investment vehicles through which such investors may invest, or any other party to the Transaction. Each investor should be advised to retain independent legal counsel with respect to the Transaction, and we understand that the investors have retained Holloway, Fenn & Archer LLP for that purpose.

This letter sets forth the terms and conditions of our engagement. We ask that you review it carefully and contact us with any questions before signing and returning a copy as described in Section 13 below.

2. Scope of Representation

Subject to the limitations set forth in Section 3 below, the Firm will provide the following legal services in connection with the SAFE Round:

(a) SAFE Instrument Drafting and Negotiation. Drafting, negotiating, and finalizing the form of Post-Money SAFE instrument (valuation cap, no discount) for execution with up to five (5) angel investors. This includes preparation of customized schedules or exhibits to the form SAFE, as applicable, and management of any investor-specific modifications requested during negotiation.

(b) Ancillary Transaction Documents. Preparation of ancillary transaction documents associated with the SAFE Round, including:

(i) Pro Rata Rights Side Letter(s), granting qualifying investors a pro rata right to participate in subsequent financings, to the extent required or negotiated as part of the Transaction;

(ii) Board Written Consent — an action by unanimous written consent of the Board of Directors of BCS authorizing the issuance of the SAFEs, the execution and delivery of all Transaction documents, and the taking of all actions necessary to consummate the SAFE Round;

(iii) Secretary's Certificate certifying the incumbency of officers, the resolutions adopted by the Board, and the good standing and organizational documents of the Company;

(iv) Founder intellectual Property Assignment Confirmations — written confirmations from each founder that all intellectual property developed in connection with the Company's business has been properly assigned to BCS pursuant to previously executed intellectual property assignment agreements;

(c) Disclosure Schedule. Preparation of a Disclosure Schedule and/or Company Representations supplement for delivery to the investors in connection with the SAFE Round, containing customary representations regarding the Company's organization, capitalization, intellectual property, absence of litigation, compliance with laws, and other matters as may be reasonably requested by investors' counsel.

(d) Capitalization Table Memorandum. Preparation of a capitalization table memorandum reflecting the Company's pre-closing capitalization (including outstanding shares of Common Stock, reserved shares, and any other outstanding equity or equity-linked instruments) and the post-SAFE (pro forma) capitalization, including the estimated ownership percentages of the SAFE holders on an as-converted basis at the valuation cap.

(e) Tax Memorandum. Preparation of an internal tax memorandum analyzing the federal income tax characterization of the post-money SAFEs, including analysis of whether the SAFEs are treated as debt instruments, equity interests, prepaid forward contracts, or open transactions for U.S. federal income tax purposes. This memorandum will be prepared for the Company's internal use and will not constitute a formal tax opinion.

(f) Coordination with Investors' Counsel. Coordination with counsel to the investors, Holloway, Fenn & Archer LLP (Diana Whitford, Partner), on SAFE negotiations, investor diligence requests, and closing deliverables. This includes management of document exchanges, negotiation of open points on the SAFE form and ancillary documents, and facilitation of a smooth and efficient closing process.

(g) Coordination with Company Accountants. Coordination with the Company's accountants, Cascadia Ridge Accounting Group, P.C. (Roger Ellman, CPA), as needed with respect to financial information, capitalization data, and other accounting materials provided to the investors in connection with the Transaction.

(h) SEC and State Filings. Preparation of a draft SEC Form D under Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and Section 4(a)(2) of the Securities Act, for filing with the U.S. Securities and Exchange Commission. In addition, the Firm will prepare and file state securities notice filings (commonly referred to as "blue-sky filings") in the States of Texas, California, and New York, which are the states of residence of the anticipated investors.

(i) Closing Checklist and Deliverables. Preparation of a comprehensive closing checklist identifying all documents and deliverables required for the consummation of the SAFE Round, together with the assembly and organization of all closing deliverables for execution and delivery.

(j) Closing Letter. Delivery of a closing letter to the Company summarizing the executed documents, the aggregate investment amounts received, and any post-closing obligations of the Company, including filing deadlines for the SEC Form D and applicable state notice filings.

(k) Data Privacy Advisory. Advising on data privacy implications of BCS's software platform, known as "BrightWatch," as relevant to investor representations and diligence inquiries. This advisory work will focus on identifying potential data privacy risks or compliance considerations that investors' counsel may raise during diligence and ensuring that appropriate representations and disclosures are made in the Transaction documents.

3. Limitations on Scope; Exclusions

The scope of this engagement is limited to the services expressly described in Section 2 above. For the avoidance of doubt, the following matters are expressly excluded from this engagement:

(a) Additional State Filings. Securities blue-sky filings or notice filings in any state other than Texas, California, and New York. If additional state filings become necessary — for example, due to the participation of additional investors residing in states other than those three — such filings will be outside the scope of this engagement and will be subject to a separate fee arrangement to be agreed upon in writing between the Firm and the Company before such work is commenced.

(b) Subsequent Financing Rounds. Representation of the Company in any subsequent equity financing, including without limitation a priced preferred stock round (e.g., a Series Seed or Series A preferred stock financing). Any such engagement would require a new engagement letter setting forth the scope, staffing, and fee arrangements applicable to that transaction.

(c) Equity Incentive Plan. Preparation or review of any equity incentive plan, stock option grants, restricted stock awards, or other equity compensation arrangements. We understand that BCS has not yet adopted an equity incentive plan, and should the Company wish to do so in the future, such work would be the subject of a separate engagement.

(d) General Corporate, Regulatory, or Employment-Law Advice. General corporate governance advice, regulatory compliance counseling, or employment-law advice, except to the extent that such advice is directly and specifically necessary for the completion of the SAFE Round closing. Any ongoing or ancillary advisory work in these areas would require a separate engagement.

(e) Tax Return Preparation and Compliance. Tax return preparation, ongoing tax compliance, or day-to-day tax advisory services, all of which are handled by the Company's accountants, Cascadia Ridge Accounting Group, P.C. The Firm's tax work under this engagement is limited to the internal tax memorandum described in Section 2(e) above.

(f) intellectual Property Prosecution. intellectual property prosecution, patent filings, trademark registrations, copyright registrations, or any other proceedings before the United States Patent and Trademark Office, the United States Copyright Office, or any other domestic or international intellectual property authority. The Firm's intellectual property work under this engagement is limited to the preparation of Founder intellectual Property Assignment Confirmations and related diligence review as described in Section 2(b)(iv) and Section 2(c).

(g) Litigation and Dispute Resolution. Any litigation, arbitration, mediation, or other dispute resolution matters, whether related or unrelated to the SAFE Round.

Please note that the Firm's advice in connection with this engagement is limited to matters of U.S. federal law and the laws of the States of Delaware, Texas, California, and New York, in each case as applicable to the Transaction. We do not express any opinion or provide any advice regarding the laws of any other jurisdiction. If issues arise that require analysis under the laws of another jurisdiction, we will advise you of the need to engage local counsel and, if requested, assist in identifying appropriate counsel.

4. Staffing and Key Personnel

The following attorneys will be principally responsible for the legal services rendered under this engagement:

(a) Responsible Partner: George Trujillo. Mr. Trujillo is a partner in the Firm's Energy & Infrastructure Practice Group and will serve as the responsible partner overseeing the client relationship and providing strategic advice on the structure and execution of the SAFE Round. Mr. Trujillo will be the primary point of contact for senior-level matters and will be available to discuss overall transaction strategy with the Company's management team.

(b) Billing Partner: Kevin Ostrowski. Mr. Ostrowski is a partner in the Firm's Privacy & Data Security Practice Group and will serve as the billing partner for this engagement. In that capacity, he will manage the billing relationship, oversee compliance with the terms of this engagement letter, and handle any fee-related inquiries. In addition, Mr. Ostrowski will provide substantive advice on data privacy implications of BCS's BrightWatch platform as they relate to investor representations and diligence, as described in Section 2(k).

(c) Lead Associate: Christy Bauer. Ms. Bauer is an associate in the Firm's intellectual Property Practice Group and will serve as the lead associate for the SAFE Round. Ms. Bauer will be responsible for the day-to-day management of closing deliverables, including drafting and negotiating the form SAFE instrument, preparing the Founder intellectual Property Assignment Confirmations, reviewing intellectual property representations in the Disclosure Schedule, preparing the capitalization table memorandum, preparing the SEC Form D and state notice filings, managing the closing checklist, and coordinating with investors' counsel and the Company's accountants. Ms. Bauer will serve as your principal day-to-day contact for this engagement.

(d) Working Associate: Garrett Simmons. Mr. Simmons is an associate in the Firm's Tax Practice Group and will be responsible for preparing the internal tax memorandum analyzing the federal income tax characterization of the post-money SAFEs. Mr. Simmons will also advise on Section 83(b) election matters relating to founders' restricted stock, to the extent relevant to closing deliverables and investor diligence, as well as state tax nexus considerations that may arise in the context of the Transaction.

The Firm may assign additional attorneys or professional staff (including paralegals and legal assistants) to this engagement as the Firm deems appropriate in its professional judgment to ensure efficient and high-quality service. The Company will be promptly notified of any material changes in the staffing of the engagement team, including any change in the Responsible Partner or Lead Associate.

5. Fees and Expenses

5.1 Flat Fee

The Firm will perform the services described in Section 2 above for a flat fee of Thirty-Five Thousand Dollars ($35,000) (the "Flat Fee"), inclusive of all attorney time for the SAFE Round. The Flat Fee covers all work through closing of the SAFE Round and the delivery of post-closing filings, specifically the SEC Form D filing and the state blue-sky filings in Texas, California, and New York, as described in the scope of this engagement.

The Flat Fee does not cover any out-of-scope matters as described in Section 3 above. Should the Company request, and the Firm agree to provide, legal services beyond the defined scope of this engagement, such additional work will be billed at the Firm's standard hourly rates then in effect, as agreed upon in advance in writing between the Company and the Firm prior to the commencement of any such additional work.

5.2 Expenses. The Company will reimburse the Firm for reasonable out-of-pocket expenses incurred in connection with this engagement. Such expenses may include, without limitation:

(a) filing fees, including the SEC Form D filing fee and state securities notice filing fees in Texas, California, and New York;

(b) courier, overnight delivery, and postage charges;

(d) document reproduction and printing costs; and

(e) travel expenses, if any, which must be pre-approved in writing by the Company before they are incurred.

Expense reimbursement is in addition to the Flat Fee and will be invoiced separately.

5.3 Investors' Counsel Fee Reimbursement

The Firm notes that, pursuant to the non-binding term sheet dated February 14, 2022, between the Company and the lead investor, the Company has agreed to reimburse the legal fees of investors' counsel, Holloway, Fenn & Archer LLP, in an amount not to exceed Fifteen Thousand Dollars ($15,000). This reimbursement obligation is solely between the Company and the investors (or their counsel) and is not an obligation of the Firm. However, the Firm will coordinate the payment logistics for this reimbursement at or promptly following closing, including verifying the amount of the investors' counsel invoice and facilitating payment from the Company.

5.4 Payment Terms

The Flat Fee shall be payable as follows:

(a) First Installment: Seventeen Thousand Five Hundred Dollars ($17,500) due upon execution of this engagement letter.

(b) Second Installment: Seventeen Thousand Five Hundred Dollars ($17,500) due upon closing of the SAFE Round.

All invoices rendered by the Firm shall be due and payable within thirty (30) days of the invoice date. Expense reimbursements will be invoiced on a monthly basis. If the Company has any questions regarding an invoice, the Company should contact Kevin Ostrowski, the Billing Partner, within fifteen (15) days of receipt of the invoice in question.

5.5 Wire Instructions for Payment

Payment should be directed to Calderwood & Harkness LLP's client trust account (IOLTA account). Wire instructions will be provided to the Company separately under cover of a confidential communication. The Company should not remit payment until it has received and confirmed the wire instructions directly with the Firm's accounting department.

6. Conflict of Interest Disclosures

The Firm has conducted a conflicts check with respect to the parties to the contemplated Transaction in accordance with its standard conflict-checking procedures and the applicable Texas Disciplinary Rules of Professional Conduct.

Based on that review, the Firm confirms the following:

(a) The Firm does not currently represent, and has not within the past twenty-four (24) months represented, any of the five angel investors anticipated to participate in the SAFE Round — specifically: Lorraine Chastain (individually); marshall Huang and/or Jade Peak Ventures LLC; Dr. Nneka Adeyemi-Foster and/or Ariel Crest Capital LLC; Samuel Kittridge (individually); and Renata Dobrynin and/or Volkov Bridge Holdings LLC.

(b) The Firm does not currently represent, and has not within the past twenty-four (24) months represented, Holloway, Fenn & Archer LLP (investors' counsel) in any matter.

(c) The Firm does not currently represent, and has not within the past twenty-four (24) months represented, Cascadia Ridge Accounting Group, P.C. (the Company's accountants) or Pinehart National Bank in any matter.

The Company acknowledges that Calderwood & Harkness LLP is a large, multi-office law firm with a diverse client base. The Firm may currently represent, or may in the future represent, other clients whose interests are adverse to BCS in matters that are wholly unrelated to this engagement and the SAFE Round. By executing this engagement letter, the Company consents to such unrelated representations, provided that they do not involve the SAFE financing described herein, the specific parties identified above in connection with this Transaction, or the subject matter of this engagement.

If an actual conflict of interest arises during the course of this engagement, the Firm will promptly disclose the nature of the conflict to the Company and, if necessary, discuss appropriate measures to address the conflict. Such measures may include the implementation of an ethical screen within the Firm, the engagement of independent counsel for the affected matter, or, if the conflict cannot be adequately resolved, withdrawal from the engagement in accordance with Section 9 below and the applicable rules of professional conduct.

7. Confidentiality

The Firm will maintain the confidentiality of all information provided by the Company in connection with this engagement, in accordance with the Firm's professional obligations under the Texas Disciplinary Rules of Professional Conduct and all other applicable rules of professional conduct governing the attorneys assigned to this matter.

The Firm will not disclose the Company's confidential information to any third party without the Company's prior consent, except as follows:

(a) as required by law, regulation, court order, or subpoena;

(b) as required by the Firm's applicable ethical obligations, including obligations relating to the prevention of fraud or other illegal conduct; and

The Company hereby authorizes the Firm to share confidential information with investors' counsel, Holloway, Fenn & Archer LLP, and the Company's accountants, Cascadia Ridge Accounting Group, P.C., as reasonably necessary for the negotiation, documentation, and completion of the SAFE Round. The Company acknowledges that the Firm will exercise reasonable professional judgment in determining the scope and nature of information to be shared with such parties, and that such disclosures will be limited to information that is directly relevant to the Transaction.

8. Document Retention

Upon completion of this engagement, the Firm will retain copies of all final executed Transaction documents and material correspondence related to the SAFE Round for a period consistent with the Firm's document retention policies, which currently require retention for a minimum period of seven (7) years following the conclusion of the engagement.

Working papers, internal drafts, research memoranda, notes, and other internal work product generated by the Firm in connection with this engagement are the property of the Firm. Such materials may be retained or destroyed at the Firm's sole discretion following the closing of the SAFE Round, in accordance with the Firm's standard records management procedures.

The Company is strongly encouraged to maintain its own complete set of copies of all final executed documents, closing deliverables, and material correspondence. At or promptly following closing, the Firm will deliver to the Company a USB drive and/or secure electronic copies (via encrypted file transfer) of all closing documents assembled in connection with the SAFE Round.

9. Termination

Either party may terminate this engagement at any time upon written notice to the other party. Such notice may be delivered by email to the addresses set forth in this engagement letter, by hand delivery, or by overnight courier.

In the event of termination of this engagement prior to the closing of the SAFE Round, the Company shall pay the Firm for work performed through the date of termination on a reasonable basis proportionate to the Flat Fee. The amount payable upon termination will be determined based on the Firm's good-faith estimate of the percentage of the total work contemplated by Section 2 that had been completed as of the date of termination, applied to the Flat Fee of $35,000, plus any unreimbursed out-of-pocket expenses incurred through the termination date. The Firm will provide the Company with a written statement of the estimated percentage of work completed and the resulting fee calculation.

The Firm's right to withdraw from the engagement is subject at all times to the applicable rules of professional conduct, including the Texas Disciplinary Rules of Professional Conduct, and any required approval of the relevant tribunal, if applicable. Upon any termination or withdrawal, the Firm will take reasonable steps to protect the Company's interests, including providing reasonable notice, allowing time for the Company to retain successor counsel, and delivering to the Company any documents or other property to which the Company is entitled.

10. Limitation of Liability

To the fullest extent permitted by applicable law, the Firm's aggregate liability for any and all claims arising out of or relating to this engagement, whether based in contract, tort, statute, or any other legal theory, shall not exceed the total fees actually paid by the Company to the Firm under this engagement letter.

This limitation of liability does not apply to any liability arising from the Firm's willful misconduct or gross negligence. Nothing in this Section 10 shall be construed to limit or waive any rights or remedies available to the Company under applicable rules of professional conduct or the laws governing attorney malpractice in the State of Texas.

11. Governing Law and Dispute Resolution

This engagement letter shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict-of-laws principles thereof.

Any dispute, claim, or controversy arising out of or relating to this engagement, including the validity, interpretation, performance, or breach of this engagement letter, shall be resolved by binding arbitration in Houston, Texas, administered under the Commercial Arbitration Rules of a nationally recognized arbitration organization mutually agreed upon by the parties. If the parties cannot agree on an administering organization within thirty (30) days of a written demand for arbitration, the arbitration shall be administered by the American Arbitration Association. The arbitration shall be conducted by a single arbitrator who is a licensed attorney with at least fifteen (15) years of experience in legal ethics or professional responsibility matters. The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction. The parties may agree in writing to resolve any dispute through an alternative dispute resolution mechanism in lieu of arbitration.

12. Client Identification and Compliance

For the avoidance of doubt, the Firm's client in this engagement is Brightfield Cloud Services Inc., a Delaware corporation (Employer Identification Number: 87-3294156), and not any individual founder, officer, director, or stockholder of the Company in his or her personal capacity. Neither Devin Mallory, nor any other individual associated with the Company, is a client of the Firm by virtue of this engagement, and no attorney-client relationship exists between the Firm and any such individual with respect to the matters covered by this engagement letter.

The Firm has received and verified the Company's formation and qualification documents, including:

(a) Certificate of Incorporation of Brightfield Cloud Services Inc., filed with the Secretary of State of the State of Delaware on September 14, 2021 (Delaware Secretary of State File No. 6198274); and

(b) Application for Registration of a Foreign Corporation (Texas Foreign Qualification), filed with the Secretary of State of the State of Texas on September 22, 2021 (Texas Secretary of State Filing Number 804217635).

The Company represents that the foregoing formation and qualification documents remain in full force and effect as of the date of this engagement letter, and that the Company is in good standing in the State of Delaware and duly qualified to transact business in the State of Texas.

13. Acceptance and Counterparts

We are excited about the opportunity to work with BCS on this important milestone and look forward to a productive and collaborative working relationship. If the terms of this engagement letter are acceptable to you, please sign and return a copy of this letter to George Trujillo at the address above, or by email to gtrujillo@calderwoodharkness.com, at your earliest convenience.

This engagement letter may be signed in counterparts (including by facsimile or electronic signature), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

This engagement letter constitutes the entire agreement between the Firm and the Company with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, and warranties relating to the Firm's engagement by the Company for the SAFE Round. No amendment, modification, or waiver of any provision of this engagement letter shall be effective unless made in writing and signed by both parties.

We look forward to hearing from you and to commencing work on the SAFE Round promptly upon your execution of this letter and remittance of the initial installment of the Flat Fee.

Very truly yours,