1042-00003 · Whitmore & Falk LLP · Engagement

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CALDERWOOD & HARKNESS LLP 700 Louisiana Street, Suite 3400 Houston, TX 77002

1251 Avenue of the Americas, 42nd Floor New York, NY 10020

525 University Avenue, Suite 800 Palo Alto, CA 94301

Telephone: (713) 555-4200 Facsimile: (713) 555-4201 www.calderwoodharkness.com

June 8, 2023

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

Mr. Daniel Oshiro General Counsel Brightfield Cloud Services Inc. 4200 Bluebonnet Parkway, Suite 1100 Austin, TX 78745

Dear Mr. Oshiro:

1. Purpose and Engagement

Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") is pleased to confirm its engagement by Brightfield Cloud Services Inc. ("Brightfield" or "BCS"), a Delaware corporation headquartered in Austin, Texas, in connection with the matter described more fully below. This letter follows our recent discussions, including our meeting of May 22, 2023 and subsequent telephone conference of June 2, 2023, during which we addressed the general parameters of the proposed representation and the anticipated scope and timing of the underlying transaction.

The purpose of this letter is to set forth the terms and conditions upon which Calderwood & Harkness will provide legal services to Brightfield in connection with this engagement. We believe it is important for both the Firm and its clients to have a clear, mutual understanding of the scope of the engagement, the applicable fee arrangements, and the respective responsibilities of each party. We ask that you review this letter carefully and, if the terms set forth herein are acceptable, execute and return the enclosed duplicate original as indicated below in Section 13. Upon your execution and return of this letter, it will constitute a binding agreement between Calderwood & Harkness and Brightfield with respect to the matters described herein.

2. Scope of Representation

Calderwood & Harkness will represent Brightfield as licensee in connection with the negotiation, drafting, and documentation of an inbound exclusive technology license from Nexilis Innovations Ltd. ("Nexilis"), a Delaware corporation with principal offices in Cambridge, Massachusetts. The licensed technology that is the subject of the proposed transaction is Nexilis's patented DeltaSync Platform, a distributed-cache orchestration technology designed for high-availability cloud infrastructure environments.

The DeltaSync patent portfolio, as identified to date and based on preliminary information furnished by Nexilis, comprises fourteen (14) issued U.S. utility patents, bearing U.S. Patent Nos. 11,234,567 through 11,234,580 (collectively, the "Issued Patents"), and six (6) pending U.S. patent applications, bearing Application Nos. 17/901,201 through 17/901,206 (collectively, the "Pending Applications," and together with the Issued Patents, the "DeltaSync IP Portfolio"). We understand that Brightfield's interest in obtaining an exclusive license to the DeltaSync IP Portfolio is driven by BCS's strategic initiative to integrate distributed-cache orchestration capabilities into its existing cloud services infrastructure.

More specifically, the scope of our representation in this engagement will include the following:

(a) review and analysis of Nexilis's intellectual property portfolio, including the Issued Patents and Pending Applications, to assess the scope, validity, and enforceability of the DeltaSync IP Portfolio as it relates to the proposed license;

(b) negotiation of the commercial and legal deal terms of the proposed license, including, without limitation, license scope, exclusivity provisions, field-of-use restrictions, sublicensing rights, fee and royalty structures, milestone payments, term, renewal and extension rights, termination and reversion provisions, and any performance covenants;

(c) drafting and negotiation of a definitive Technology License Agreement (the "License Agreement") and related ancillary documents, including any side letters, escrow agreements, technical specifications appendices, transition services agreements, or other instruments that may be necessary or appropriate in connection with the proposed transaction;

(d) coordination with any third-party technical or patent consultants retained by or on behalf of Brightfield in connection with patent due diligence, freedom-to-operate analysis, or other technical assessments relating to the DeltaSync IP Portfolio; and

(e) such other legal services as Brightfield may reasonably request in connection with the proposed transaction and as may be agreed upon by the parties from time to time.

For the avoidance of doubt, this engagement does not encompass litigation or dispute resolution of any kind, regulatory filings (other than as may be incidental to and reasonably necessary for the consummation of the licensing transaction described herein), tax advice or tax planning, or representation of Brightfield in any matters unrelated to the proposed DeltaSync license transaction. Should Brightfield require legal services outside the scope of this engagement, we would be happy to discuss the terms of a separate engagement at that time.

We understand that Nexilis is represented in connection with this transaction by Whitmore & Falk LLP, located at 100 Federal Street, 28th Floor, Boston, MA 02110, with Joanna Whitmore, Managing Partner, serving as lead attorney. All substantive communications with Nexilis regarding the proposed transaction will be conducted through or in coordination with Whitmore & Falk LLP, as appropriate, and in consultation with Brightfield's management team.

3. Engagement Team

Calderwood & Harkness has assembled the following core engagement team to staff this matter. The team members, their roles, and their office locations are set forth below:

Responsible Partner: Catherine Bloom. Ms. Bloom is a Partner in the Firm's intellectual Property Group, resident in the Houston office at 700 Louisiana Street, Suite 3400, Houston, TX 77002. Ms. Bloom will serve as the responsible partner overseeing all aspects of the engagement and will be the primary point of contact for Brightfield's management team and General Counsel's office. Ms. Bloom has extensive experience in complex technology licensing transactions, including inbound and outbound patent licenses involving distributed computing, cloud infrastructure, and enterprise software technologies. She will be directly involved in all material aspects of the negotiation and will supervise the work of all other attorneys and staff assigned to this engagement.

Billing Partner: Alan Ngo. Mr. Ngo is a Partner in the Firm's intellectual Property Group, resident in the Palo Alto office at 525 University Avenue, Suite 800, Palo Alto, CA 94301. Mr. Ngo will serve as the billing partner and will be responsible for all matters relating to invoicing, fee administration, and financial management of the engagement. Mr. Ngo brings significant experience in patent portfolio transactions and technology licensing and may, from time to time, contribute substantive work on discrete aspects of the engagement.

Lead Associate: Wendy Schultz. Ms. Schultz is a Senior Associate in the Firm's intellectual Property Group, resident in the Houston office. Ms. Schultz will serve as the lead associate responsible for day-to-day drafting, negotiation support, and diligence coordination. She will be responsible for managing the document production process, coordinating with third-party consultants, and maintaining transaction timelines and deliverable schedules. Ms. Schultz will work under the direct supervision of Ms. Bloom.

Working Associate: Omar Siddiqui. Mr. Siddiqui is an Associate in the Firm's intellectual Property Group, resident in the Houston office. Mr. Siddiqui will support the engagement team with legal research, document preparation, patent portfolio analysis, prior art review, and other tasks as directed by Ms. Bloom and Ms. Schultz.

The Firm may, from time to time and as the needs of the engagement require, assign additional attorneys, paralegals, patent agents, or administrative support staff to work on this matter. All such personnel will work under the supervision of the responsible partner, and their time will be billed at their then-current standard rates, as described in Section 4 below. Calderwood & Harkness will notify Brightfield of any material changes to the composition of the core engagement team identified above, including the departure from the team of any of the four named professionals.

4. Fees and Billing Rates

4.1 Hourly Rates

Calderwood & Harkness will bill for all professional services rendered in connection with this engagement on an hourly basis at the following current standard rates for the members of the core engagement team:

Time will be recorded and billed in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). The rates set forth above are the Firm's current standard rates for the named timekeepers. Rates for any additional attorneys, paralegals, patent agents, or other professional staff assigned to this engagement will be billed at their respective then-current standard rates, which will be identified on the applicable invoice.

The Firm reserves the right to adjust hourly rates for all timekeepers annually. Such adjustments are typically effective as of January 1 of each calendar year and generally reflect customary annual increases consistent with the Firm's standard rate adjustment practices. Calderwood & Harkness will provide Brightfield with advance written notice of any rate adjustments at least thirty (30) days prior to the effective date of such adjustments. Any services rendered after the effective date of a rate adjustment will be billed at the adjusted rates.

4.2 Estimated Fees

Based on the scope of the engagement as currently understood, including the negotiation and drafting of the Technology License Agreement, review and analysis of the DeltaSync IP Portfolio, coordination with third-party consultants, and related transactional work, Calderwood & Harkness estimates that total professional fees for this engagement will range from $180,000 to $250,000. This estimate assumes a transaction timeline of approximately three to four months from the date of this engagement letter through execution of the definitive License Agreement and related ancillary documents.

This estimate is provided solely for budgeting and planning purposes and does not constitute a cap, guarantee, fixed fee, or maximum fee for the engagement. Actual fees incurred may be higher or lower than the estimated range depending on range factors, many of which are outside the Firm's control. Such factors include, without limitation, the complexity and duration of negotiations with Nexilis and Whitmore & Falk LLP, the number and extent of drafts of the License Agreement and ancillary documents exchanged between the parties, the scope and depth of patent diligence required (including any freedom-to-operate or invalidity analyses), the extent of involvement of third-party consultants, changes in the scope of the proposed transaction or the engagement, delays caused by external circumstances, and any additional services requested by Brightfield.

Calderwood & Harkness will endeavor to manage the engagement efficiently and cost-effectively. The Firm will promptly advise Brightfield if, at any point during the engagement, it appears that actual professional fees are likely to materially exceed the upper end of the estimated range, so that the parties may discuss the engagement scope and budget at that time.

4.3 Disbursements and Expenses

In addition to professional fees, Brightfield will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by Calderwood & Harkness in connection with this engagement. Disbursements and expenses that may be incurred in this engagement include, but are not limited to, the following:

(a) fees charged by third-party consultants, including patent landscape analysts, freedom-to-operate counsel, technical experts, and other professionals retained in connection with diligence on the DeltaSync IP Portfolio;

(b) document reproduction, scanning, and printing charges;

(c) travel expenses, including airfare, ground transportation, lodging, and meals, incurred by engagement team members in connection with in-person meetings, negotiations, or site visits related to the transaction;

(d) overnight courier, express delivery, and postage charges;

(e) filing fees and recording charges, to the extent applicable;

(f) charges for computerized legal research, including Westmark Data Systems, Sundial Solutions, patent database searches, and similar services; and

(g) any other reasonable out-of-pocket expenses directly related to this engagement.

Third-party consultants will be retained only with Brightfield's prior written approval, and Calderwood & Harkness will provide Brightfield with estimated costs for any proposed third-party engagement before such engagement is confirmed. All third-party consultants will be engaged by Calderwood & Harkness on behalf of, and for the account of, Brightfield, and the fees and expenses of such consultants will be reflected on the Firm's monthly invoices as third-party disbursements. Calderwood & Harkness will ensure that appropriate confidentiality and non-disclosure agreements are in place with any third-party consultants before confidential Brightfield or transaction-related information is shared.

5. Matter Identification

This engagement has been assigned the following identifiers within Calderwood & Harkness's records management and billing systems:

Matter Number: 1042-00003

Billing Code: BCS-NEXILIS-LIC-2023

All correspondence, invoices, memoranda, and internal records relating to this engagement will reference the above matter number and billing code. We request that Brightfield reference these identifiers in all communications with the Firm regarding this engagement, including instructions, document transmittals, and inquiries relating to billing or engagement administration, to facilitate efficient handling and recordkeeping.

6. Billing and Payment Terms

Calderwood & Harkness will render monthly invoices for professional fees and disbursements incurred during the preceding calendar month. Invoices will be prepared and transmitted to Brightfield's General Counsel's office (or to such other billing contact as Brightfield may designate in writing) within a reasonable time following the close of each calendar month, generally within fifteen (15) business days.

Each invoice will itemize professional services by timekeeper, including a narrative description of the services rendered, the date on which each service was performed, and the time expended on each task. Disbursements and expenses will be itemized separately and accompanied by supporting documentation upon request. Invoices will be provided in such format as may be reasonably requested by Brightfield, including any electronic billing format required by Brightfield's accounts payable or legal operations systems.

Payment of each invoice is due within thirty (30) days of the date of such invoice. Payment should be made by wire transfer or check to Calderwood & Harkness LLP, using the remittance instructions set forth on each invoice. Any amounts remaining unpaid after thirty (30) days from the date of invoice may, at the Firm's election, accrue interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), compounded monthly, or the maximum rate permitted by applicable law, whichever is less. Interest will accrue from the thirty-first (31st) day following the invoice date until the date payment is received in full.

Calderwood & Harkness reserves the right to suspend the provision of legal services or to withdraw from the engagement in the event of nonpayment of invoices for a period exceeding sixty (60) days, subject at all times to the Firm's obligations under the Texas Disciplinary Rules of Professional Conduct and other applicable rules of professional responsibility governing withdrawal from client representations.

Brightfield acknowledges that questions or disputes regarding any invoice should be raised promptly, and in no event later than thirty (30) days after receipt of the invoice. The Firm will work in good faith with Brightfield to resolve any billing questions or concerns in a timely manner.

7. Client Identification and Conflicts

The client in this engagement is Brightfield Cloud Services Inc. (EIN: 84-3291057), a Delaware corporation with its principal place of business at 4200 Bluebonnet Parkway, Suite 1100, Austin, TX 78745. No other entity or individual is a client of the Firm by virtue of this engagement letter, and no attorney-client relationship is created with any parent company, subsidiary, affiliate, officer, director, employee, or equity holder of Brightfield except as expressly set forth herein.

In accordance with the Firm's standard procedures, Calderwood & Harkness has conducted a conflicts of interest check based on the information currently available to us regarding the parties to, and other participants in, the proposed transaction. Based on that review, the Firm has not identified any conflict of interest that would preclude this representation under the applicable rules of professional conduct. Specifically, Calderwood & Harkness does not currently represent Nexilis Innovations Ltd. (EIN: 82-6174329), Whitmore & Falk LLP, or any of their known affiliates in any matter adverse to Brightfield, and the Firm is not aware of any prior representation of those entities that would give rise to a disqualifying conflict.

Brightfield acknowledges that Calderwood & Harkness is a multi-office law firm representing a wide and diverse range of clients across numerous industries and practice areas. The Firm may currently, or in the future, represent other clients in matters unrelated to this engagement whose interests may differ from, or in certain respects be adverse to, the interests of Brightfield. By executing this engagement letter, Brightfield consents to such unrelated representations, provided that they do not create a direct and material conflict with the specific subject matter of this engagement (i.e., the DeltaSync license transaction) and are otherwise permissible under applicable rules of professional conduct.

We note that Brightfield has informed us of its relationship with Vantage Summit Capital Partners, LP, a Delaware limited partnership with offices at 555 California Street, Suite 2900, San Francisco, CA 94104, which we understand to be the majority equity holder of Brightfield. For the avoidance of doubt, the client in this engagement is Brightfield Cloud Services Inc. and not Vantage Summit Capital Partners, LP or any of its affiliates, general partners, limited partners, portfolio companies, or other related entities. No attorney-client relationship is being formed with Vantage Summit Capital Partners, LP under this engagement letter, and Calderwood & Harkness does not owe any duty of representation, confidentiality, or loyalty to Vantage Summit Capital Partners, LP by virtue of this engagement, except to the extent that information regarding Vantage Summit is shared with the Firm by Brightfield in connection with this engagement, in which case such information will be treated as confidential client information of Brightfield in accordance with Section 8 below.

Should a conflict of interest arise during the course of this engagement, Calderwood & Harkness will promptly notify Brightfield and discuss the matter with you. In such circumstances, we will work cooperatively with Brightfield to address and, if possible, resolve the conflict in accordance with the applicable rules of professional conduct, which may include obtaining informed written consent to continued representation or, if the conflict cannot be resolved, facilitating an orderly transition of the representation to successor counsel.

8. Confidentiality and Privilege

All communications between Calderwood & Harkness and Brightfield in connection with this engagement, whether oral, written, or electronic, are intended to be, and shall be treated as, confidential and privileged. Such communications are protected by the attorney-client privilege, the work-product doctrine, and any other applicable privilege or protection recognized under federal or state law.

Calderwood & Harkness will maintain the confidentiality of all information received from Brightfield, its officers, directors, employees, agents, and representatives in connection with this engagement, in accordance with the Texas Disciplinary Rules of Professional Conduct, the Delaware Lawyers' Rules of Professional Conduct, and all other applicable rules of professional responsibility. The Firm will not disclose such information to any third party without Brightfield's prior consent, except as may be required by law, court order, or applicable rules of professional conduct.

Brightfield hereby consents to the Firm's reasonable sharing of confidential information relating to this engagement with third-party consultants retained in connection with the engagement (including, without limitation, patent analysts, technical experts, and freedom-to-operate counsel), provided that such consultants are bound by appropriate confidentiality and non-disclosure obligations before any confidential information is disclosed to them. Calderwood & Harkness will exercise reasonable care in determining the scope of information shared with such consultants and will limit disclosures to information that is necessary for the consultant to perform the services for which the consultant has been retained.

Brightfield acknowledges that the maintenance of the attorney-client privilege requires that confidential communications between the Firm and the client not be disclosed to third parties outside the scope of the privilege. We encourage Brightfield to consult with us before disclosing any privileged communications or attorney work product to third parties, in order to preserve the protections afforded by the privilege.

9. Document Retention

Upon conclusion of this engagement, whether by completion of the transaction, termination, or otherwise, Calderwood & Harkness will retain the engagement files, including the Firm's work product and copies of correspondence, in the Firm's records management system for a period of seven (7) years from the date of conclusion of the engagement. Following the expiration of this seven-year retention period, the Firm may, in its sole discretion, destroy or dispose of the engagement files without further notice to, or consent from, Brightfield, unless Brightfield has previously requested the return of its original documents or other materials.

Brightfield may request the return of its original documents and materials at any time during or after the engagement. Upon receipt of such request, Calderwood & Harkness will return the original documents to Brightfield within a reasonable time, retaining copies of such documents as the Firm deems necessary for its records. The Firm's own work product, internal memoranda, and administrative files are the property of Calderwood & Harkness and may be retained or destroyed at the Firm's discretion, subject to the retention period described above and applicable rules of professional conduct.

10. Governing Law

This engagement letter, and the relationship between Calderwood & Harkness LLP and Brightfield Cloud Services Inc. arising out of or relating to this engagement, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any disputes arising out of or relating to this engagement letter, and each party waives any objection to venue in such courts.

11. Termination of Engagement

Either party may terminate this engagement at any time upon written notice to the other party. Termination by Calderwood & Harkness shall be subject to the Firm's obligations under the Texas Disciplinary Rules of Professional Conduct and other applicable rules of professional responsibility governing withdrawal from client representations, including any requirement to obtain leave of a tribunal if the Firm's withdrawal occurs in connection with a pending proceeding.

Upon termination of the engagement, whether by Brightfield or by Calderwood & Harkness, Brightfield will remain responsible for the payment of all professional fees and disbursements incurred through the effective date of termination, in accordance with the billing and payment terms set forth in Section 6 above. The Firm will render a final invoice for all outstanding fees and disbursements as promptly as practicable following the effective date of termination.

In the event of termination, Calderwood & Harkness will take all reasonable steps necessary to protect Brightfield's interests in connection with an orderly transition of the representation, including cooperating with successor counsel designated by Brightfield, transferring relevant files and materials, and providing such assistance as may be reasonably necessary to avoid prejudice to Brightfield's legal interests and business objectives.

12. Limitation of Liability and Indemnification

To the fullest extent permitted by applicable law, Calderwood & Harkness's aggregate liability to Brightfield arising out of or relating to the performance of services under this engagement, whether based on contract, tort (including negligence), strict liability, or any other legal theory, shall be limited to the re-performance of the services giving rise to the claim, or, at the Firm's election, a refund of the professional fees directly attributable to the specific services that are the subject of the claim. In no event shall Calderwood & Harkness be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or lost business opportunities, regardless of whether the Firm was advised of the possibility of such damages. The foregoing limitations shall apply except to the extent they are prohibited by applicable law or the applicable rules of professional conduct.

Brightfield and Calderwood & Harkness each agree to indemnify, defend, and hold harmless the other party, and its partners, members, officers, directors, employees, agents, and representatives, from and against any and all third-party claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the indemnifying party's material breach of the terms and conditions of this engagement letter. This mutual indemnification obligation shall survive the termination or expiration of this engagement.

13. Acceptance

We are grateful for your confidence in Calderwood & Harkness, and we look forward to working with you and the Brightfield team on this important matter. We believe that the DeltaSync licensing transaction represents a significant opportunity for Brightfield, and we are committed to providing the highest quality legal services in support of your business objectives.

If the terms and conditions set forth in this engagement letter are acceptable to Brightfield, we ask that you sign and date both the original and the enclosed duplicate original of this letter in the space provided below, return one fully executed original to the undersigned at the Firm's Houston office at 700 Louisiana Street, Suite 3400, Houston, TX 77002, or via email to cbloom@calderwoodharkness.com, and retain the other fully executed original for Brightfield's records. This engagement letter will become effective upon receipt by the Firm of a fully executed original.

Please do not hesitate to contact me or any member of the engagement team if you have any questions regarding this letter or the engagement generally. We are available to discuss any of the terms herein at your convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Catherine Bloom, Partner Intellectual Property Group Calderwood & Harkness LLP 700 Louisiana Street, Suite 3400 Houston, TX 77002 Telephone: (713) 555-4210

Email: cbloom@calderwoodharkness.com

ACKNOWLEDGED AND AGREED:

By executing this engagement letter below, the undersigned, on behalf of Brightfield Cloud Services Inc., confirms that the undersigned is authorized to enter into this engagement on behalf of Brightfield and that Brightfield agrees to the terms and conditions set forth herein.

BRIGHTFIELD CLOUD SERVICES INC.

By: ________

Name: Daniel Oshiro

Title: General Counsel

Brightfield Cloud Services Inc. 4200 Bluebonnet Parkway, Suite 1100 Austin, TX 78745

Date: ________

Encl.: Duplicate original of this engagement letter for execution and retention by Brightfield Cloud Services Inc.

cc: Catherine Bloom, Partner (file copy) Alan Ngo, Partner (billing partner copy)

Timekeeper	Role	Hourly Rate
Catherine Bloom	Partner	$1,150 per hour
Alan Ngo	Partner	$1,100 per hour
Wendy Schultz	Senior Associate	$725 per hour
Omar Siddiqui	Associate	$575 per hour

CALDERWOOD & HARKNESS LLP 700 Louisiana Street, Suite 3400 Houston, TX 77002
1251 Avenue of the Americas, 42nd Floor New York, NY 10020
525 University Avenue, Suite 800 Palo Alto, CA 94301
Telephone: (713) 555-4200 Facsimile: (713) 555-4201 www.calderwoodharkness.com
June 8, 2023
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
Mr. Daniel Oshiro General Counsel Brightfield Cloud Services Inc. 4200 Bluebonnet Parkway, Suite 1100 Austin, TX 78745
Dear Mr. Oshiro:
1. Purpose and Engagement
Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") is pleased to confirm its engagement by Brightfield Cloud Services Inc. ("Brightfield" or "BCS"), a Delaware corporation headquartered in Austin, Texas, in connection with the matter described more fully below. This letter follows our recent discussions, including our meeting of May 22, 2023 and subsequent telephone conference of June 2, 2023, during which we addressed the general parameters of the proposed representation and the anticipated scope and timing of the underlying transaction.
The purpose of this letter is to set forth the terms and conditions upon which Calderwood & Harkness will provide legal services to Brightfield in connection with this engagement. We believe it is important for both the Firm and its clients to have a clear, mutual understanding of the scope of the engagement, the applicable fee arrangements, and the respective responsibilities of each party. We ask that you review this letter carefully and, if the terms set forth herein are acceptable, execute and return the enclosed duplicate original as indicated below in Section 13. Upon your execution and return of this letter, it will constitute a binding agreement between Calderwood & Harkness and Brightfield with respect to the matters described herein.
2. Scope of Representation
Calderwood & Harkness will represent Brightfield as licensee in connection with the negotiation, drafting, and documentation of an inbound exclusive technology license from Nexilis Innovations Ltd. ("Nexilis"), a Delaware corporation with principal offices in Cambridge, Massachusetts. The licensed technology that is the subject of the proposed transaction is Nexilis's patented DeltaSync Platform, a distributed-cache orchestration technology designed for high-availability cloud infrastructure environments.
The DeltaSync patent portfolio, as identified to date and based on preliminary information furnished by Nexilis, comprises fourteen (14) issued U.S. utility patents, bearing U.S. Patent Nos. 11,234,567 through 11,234,580 (collectively, the "Issued Patents"), and six (6) pending U.S. patent applications, bearing Application Nos. 17/901,201 through 17/901,206 (collectively, the "Pending Applications," and together with the Issued Patents, the "DeltaSync IP Portfolio"). We understand that Brightfield's interest in obtaining an exclusive license to the DeltaSync IP Portfolio is driven by BCS's strategic initiative to integrate distributed-cache orchestration capabilities into its existing cloud services infrastructure.
More specifically, the scope of our representation in this engagement will include the following:
(a) review and analysis of Nexilis's intellectual property portfolio, including the Issued Patents and Pending Applications, to assess the scope, validity, and enforceability of the DeltaSync IP Portfolio as it relates to the proposed license;
(b) negotiation of the commercial and legal deal terms of the proposed license, including, without limitation, license scope, exclusivity provisions, field-of-use restrictions, sublicensing rights, fee and royalty structures, milestone payments, term, renewal and extension rights, termination and reversion provisions, and any performance covenants;
(c) drafting and negotiation of a definitive Technology License Agreement (the "License Agreement") and related ancillary documents, including any side letters, escrow agreements, technical specifications appendices, transition services agreements, or other instruments that may be necessary or appropriate in connection with the proposed transaction;
(d) coordination with any third-party technical or patent consultants retained by or on behalf of Brightfield in connection with patent due diligence, freedom-to-operate analysis, or other technical assessments relating to the DeltaSync IP Portfolio; and
(e) such other legal services as Brightfield may reasonably request in connection with the proposed transaction and as may be agreed upon by the parties from time to time.
For the avoidance of doubt, this engagement does not encompass litigation or dispute resolution of any kind, regulatory filings (other than as may be incidental to and reasonably necessary for the consummation of the licensing transaction described herein), tax advice or tax planning, or representation of Brightfield in any matters unrelated to the proposed DeltaSync license transaction. Should Brightfield require legal services outside the scope of this engagement, we would be happy to discuss the terms of a separate engagement at that time.
We understand that Nexilis is represented in connection with this transaction by Whitmore & Falk LLP, located at 100 Federal Street, 28th Floor, Boston, MA 02110, with Joanna Whitmore, Managing Partner, serving as lead attorney. All substantive communications with Nexilis regarding the proposed transaction will be conducted through or in coordination with Whitmore & Falk LLP, as appropriate, and in consultation with Brightfield's management team.
3. Engagement Team
Calderwood & Harkness has assembled the following core engagement team to staff this matter. The team members, their roles, and their office locations are set forth below:
Responsible Partner: Catherine Bloom. Ms. Bloom is a Partner in the Firm's intellectual Property Group, resident in the Houston office at 700 Louisiana Street, Suite 3400, Houston, TX 77002. Ms. Bloom will serve as the responsible partner overseeing all aspects of the engagement and will be the primary point of contact for Brightfield's management team and General Counsel's office. Ms. Bloom has extensive experience in complex technology licensing transactions, including inbound and outbound patent licenses involving distributed computing, cloud infrastructure, and enterprise software technologies. She will be directly involved in all material aspects of the negotiation and will supervise the work of all other attorneys and staff assigned to this engagement.
Billing Partner: Alan Ngo. Mr. Ngo is a Partner in the Firm's intellectual Property Group, resident in the Palo Alto office at 525 University Avenue, Suite 800, Palo Alto, CA 94301. Mr. Ngo will serve as the billing partner and will be responsible for all matters relating to invoicing, fee administration, and financial management of the engagement. Mr. Ngo brings significant experience in patent portfolio transactions and technology licensing and may, from time to time, contribute substantive work on discrete aspects of the engagement.
Lead Associate: Wendy Schultz. Ms. Schultz is a Senior Associate in the Firm's intellectual Property Group, resident in the Houston office. Ms. Schultz will serve as the lead associate responsible for day-to-day drafting, negotiation support, and diligence coordination. She will be responsible for managing the document production process, coordinating with third-party consultants, and maintaining transaction timelines and deliverable schedules. Ms. Schultz will work under the direct supervision of Ms. Bloom.
Working Associate: Omar Siddiqui. Mr. Siddiqui is an Associate in the Firm's intellectual Property Group, resident in the Houston office. Mr. Siddiqui will support the engagement team with legal research, document preparation, patent portfolio analysis, prior art review, and other tasks as directed by Ms. Bloom and Ms. Schultz.
The Firm may, from time to time and as the needs of the engagement require, assign additional attorneys, paralegals, patent agents, or administrative support staff to work on this matter. All such personnel will work under the supervision of the responsible partner, and their time will be billed at their then-current standard rates, as described in Section 4 below. Calderwood & Harkness will notify Brightfield of any material changes to the composition of the core engagement team identified above, including the departure from the team of any of the four named professionals.
4. Fees and Billing Rates
4.1 Hourly Rates
Calderwood & Harkness will bill for all professional services rendered in connection with this engagement on an hourly basis at the following current standard rates for the members of the core engagement team:
Time will be recorded and billed in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). The rates set forth above are the Firm's current standard rates for the named timekeepers. Rates for any additional attorneys, paralegals, patent agents, or other professional staff assigned to this engagement will be billed at their respective then-current standard rates, which will be identified on the applicable invoice.
The Firm reserves the right to adjust hourly rates for all timekeepers annually. Such adjustments are typically effective as of January 1 of each calendar year and generally reflect customary annual increases consistent with the Firm's standard rate adjustment practices. Calderwood & Harkness will provide Brightfield with advance written notice of any rate adjustments at least thirty (30) days prior to the effective date of such adjustments. Any services rendered after the effective date of a rate adjustment will be billed at the adjusted rates.
4.2 Estimated Fees
Based on the scope of the engagement as currently understood, including the negotiation and drafting of the Technology License Agreement, review and analysis of the DeltaSync IP Portfolio, coordination with third-party consultants, and related transactional work, Calderwood & Harkness estimates that total professional fees for this engagement will range from $180,000 to $250,000. This estimate assumes a transaction timeline of approximately three to four months from the date of this engagement letter through execution of the definitive License Agreement and related ancillary documents.
This estimate is provided solely for budgeting and planning purposes and does not constitute a cap, guarantee, fixed fee, or maximum fee for the engagement. Actual fees incurred may be higher or lower than the estimated range depending on range factors, many of which are outside the Firm's control. Such factors include, without limitation, the complexity and duration of negotiations with Nexilis and Whitmore & Falk LLP, the number and extent of drafts of the License Agreement and ancillary documents exchanged between the parties, the scope and depth of patent diligence required (including any freedom-to-operate or invalidity analyses), the extent of involvement of third-party consultants, changes in the scope of the proposed transaction or the engagement, delays caused by external circumstances, and any additional services requested by Brightfield.
Calderwood & Harkness will endeavor to manage the engagement efficiently and cost-effectively. The Firm will promptly advise Brightfield if, at any point during the engagement, it appears that actual professional fees are likely to materially exceed the upper end of the estimated range, so that the parties may discuss the engagement scope and budget at that time.
4.3 Disbursements and Expenses
In addition to professional fees, Brightfield will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by Calderwood & Harkness in connection with this engagement. Disbursements and expenses that may be incurred in this engagement include, but are not limited to, the following:
(a) fees charged by third-party consultants, including patent landscape analysts, freedom-to-operate counsel, technical experts, and other professionals retained in connection with diligence on the DeltaSync IP Portfolio;
(b) document reproduction, scanning, and printing charges;
(c) travel expenses, including airfare, ground transportation, lodging, and meals, incurred by engagement team members in connection with in-person meetings, negotiations, or site visits related to the transaction;
(d) overnight courier, express delivery, and postage charges;
(e) filing fees and recording charges, to the extent applicable;
(f) charges for computerized legal research, including Westmark Data Systems, Sundial Solutions, patent database searches, and similar services; and
(g) any other reasonable out-of-pocket expenses directly related to this engagement.
Third-party consultants will be retained only with Brightfield's prior written approval, and Calderwood & Harkness will provide Brightfield with estimated costs for any proposed third-party engagement before such engagement is confirmed. All third-party consultants will be engaged by Calderwood & Harkness on behalf of, and for the account of, Brightfield, and the fees and expenses of such consultants will be reflected on the Firm's monthly invoices as third-party disbursements. Calderwood & Harkness will ensure that appropriate confidentiality and non-disclosure agreements are in place with any third-party consultants before confidential Brightfield or transaction-related information is shared.
5. Matter Identification
This engagement has been assigned the following identifiers within Calderwood & Harkness's records management and billing systems:
Matter Number: 1042-00003
Billing Code: BCS-NEXILIS-LIC-2023
All correspondence, invoices, memoranda, and internal records relating to this engagement will reference the above matter number and billing code. We request that Brightfield reference these identifiers in all communications with the Firm regarding this engagement, including instructions, document transmittals, and inquiries relating to billing or engagement administration, to facilitate efficient handling and recordkeeping.
6. Billing and Payment Terms
Calderwood & Harkness will render monthly invoices for professional fees and disbursements incurred during the preceding calendar month. Invoices will be prepared and transmitted to Brightfield's General Counsel's office (or to such other billing contact as Brightfield may designate in writing) within a reasonable time following the close of each calendar month, generally within fifteen (15) business days.
Each invoice will itemize professional services by timekeeper, including a narrative description of the services rendered, the date on which each service was performed, and the time expended on each task. Disbursements and expenses will be itemized separately and accompanied by supporting documentation upon request. Invoices will be provided in such format as may be reasonably requested by Brightfield, including any electronic billing format required by Brightfield's accounts payable or legal operations systems.
Payment of each invoice is due within thirty (30) days of the date of such invoice. Payment should be made by wire transfer or check to Calderwood & Harkness LLP, using the remittance instructions set forth on each invoice. Any amounts remaining unpaid after thirty (30) days from the date of invoice may, at the Firm's election, accrue interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), compounded monthly, or the maximum rate permitted by applicable law, whichever is less. Interest will accrue from the thirty-first (31st) day following the invoice date until the date payment is received in full.
Calderwood & Harkness reserves the right to suspend the provision of legal services or to withdraw from the engagement in the event of nonpayment of invoices for a period exceeding sixty (60) days, subject at all times to the Firm's obligations under the Texas Disciplinary Rules of Professional Conduct and other applicable rules of professional responsibility governing withdrawal from client representations.
Brightfield acknowledges that questions or disputes regarding any invoice should be raised promptly, and in no event later than thirty (30) days after receipt of the invoice. The Firm will work in good faith with Brightfield to resolve any billing questions or concerns in a timely manner.
7. Client Identification and Conflicts
The client in this engagement is Brightfield Cloud Services Inc. (EIN: 84-3291057), a Delaware corporation with its principal place of business at 4200 Bluebonnet Parkway, Suite 1100, Austin, TX 78745. No other entity or individual is a client of the Firm by virtue of this engagement letter, and no attorney-client relationship is created with any parent company, subsidiary, affiliate, officer, director, employee, or equity holder of Brightfield except as expressly set forth herein.
In accordance with the Firm's standard procedures, Calderwood & Harkness has conducted a conflicts of interest check based on the information currently available to us regarding the parties to, and other participants in, the proposed transaction. Based on that review, the Firm has not identified any conflict of interest that would preclude this representation under the applicable rules of professional conduct. Specifically, Calderwood & Harkness does not currently represent Nexilis Innovations Ltd. (EIN: 82-6174329), Whitmore & Falk LLP, or any of their known affiliates in any matter adverse to Brightfield, and the Firm is not aware of any prior representation of those entities that would give rise to a disqualifying conflict.
Brightfield acknowledges that Calderwood & Harkness is a multi-office law firm representing a wide and diverse range of clients across numerous industries and practice areas. The Firm may currently, or in the future, represent other clients in matters unrelated to this engagement whose interests may differ from, or in certain respects be adverse to, the interests of Brightfield. By executing this engagement letter, Brightfield consents to such unrelated representations, provided that they do not create a direct and material conflict with the specific subject matter of this engagement (i.e., the DeltaSync license transaction) and are otherwise permissible under applicable rules of professional conduct.
We note that Brightfield has informed us of its relationship with Vantage Summit Capital Partners, LP, a Delaware limited partnership with offices at 555 California Street, Suite 2900, San Francisco, CA 94104, which we understand to be the majority equity holder of Brightfield. For the avoidance of doubt, the client in this engagement is Brightfield Cloud Services Inc. and not Vantage Summit Capital Partners, LP or any of its affiliates, general partners, limited partners, portfolio companies, or other related entities. No attorney-client relationship is being formed with Vantage Summit Capital Partners, LP under this engagement letter, and Calderwood & Harkness does not owe any duty of representation, confidentiality, or loyalty to Vantage Summit Capital Partners, LP by virtue of this engagement, except to the extent that information regarding Vantage Summit is shared with the Firm by Brightfield in connection with this engagement, in which case such information will be treated as confidential client information of Brightfield in accordance with Section 8 below.
Should a conflict of interest arise during the course of this engagement, Calderwood & Harkness will promptly notify Brightfield and discuss the matter with you. In such circumstances, we will work cooperatively with Brightfield to address and, if possible, resolve the conflict in accordance with the applicable rules of professional conduct, which may include obtaining informed written consent to continued representation or, if the conflict cannot be resolved, facilitating an orderly transition of the representation to successor counsel.
8. Confidentiality and Privilege
All communications between Calderwood & Harkness and Brightfield in connection with this engagement, whether oral, written, or electronic, are intended to be, and shall be treated as, confidential and privileged. Such communications are protected by the attorney-client privilege, the work-product doctrine, and any other applicable privilege or protection recognized under federal or state law.
Calderwood & Harkness will maintain the confidentiality of all information received from Brightfield, its officers, directors, employees, agents, and representatives in connection with this engagement, in accordance with the Texas Disciplinary Rules of Professional Conduct, the Delaware Lawyers' Rules of Professional Conduct, and all other applicable rules of professional responsibility. The Firm will not disclose such information to any third party without Brightfield's prior consent, except as may be required by law, court order, or applicable rules of professional conduct.
Brightfield hereby consents to the Firm's reasonable sharing of confidential information relating to this engagement with third-party consultants retained in connection with the engagement (including, without limitation, patent analysts, technical experts, and freedom-to-operate counsel), provided that such consultants are bound by appropriate confidentiality and non-disclosure obligations before any confidential information is disclosed to them. Calderwood & Harkness will exercise reasonable care in determining the scope of information shared with such consultants and will limit disclosures to information that is necessary for the consultant to perform the services for which the consultant has been retained.
Brightfield acknowledges that the maintenance of the attorney-client privilege requires that confidential communications between the Firm and the client not be disclosed to third parties outside the scope of the privilege. We encourage Brightfield to consult with us before disclosing any privileged communications or attorney work product to third parties, in order to preserve the protections afforded by the privilege.
9. Document Retention
Upon conclusion of this engagement, whether by completion of the transaction, termination, or otherwise, Calderwood & Harkness will retain the engagement files, including the Firm's work product and copies of correspondence, in the Firm's records management system for a period of seven (7) years from the date of conclusion of the engagement. Following the expiration of this seven-year retention period, the Firm may, in its sole discretion, destroy or dispose of the engagement files without further notice to, or consent from, Brightfield, unless Brightfield has previously requested the return of its original documents or other materials.
Brightfield may request the return of its original documents and materials at any time during or after the engagement. Upon receipt of such request, Calderwood & Harkness will return the original documents to Brightfield within a reasonable time, retaining copies of such documents as the Firm deems necessary for its records. The Firm's own work product, internal memoranda, and administrative files are the property of Calderwood & Harkness and may be retained or destroyed at the Firm's discretion, subject to the retention period described above and applicable rules of professional conduct.
10. Governing Law
This engagement letter, and the relationship between Calderwood & Harkness LLP and Brightfield Cloud Services Inc. arising out of or relating to this engagement, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any disputes arising out of or relating to this engagement letter, and each party waives any objection to venue in such courts.
11. Termination of Engagement
Either party may terminate this engagement at any time upon written notice to the other party. Termination by Calderwood & Harkness shall be subject to the Firm's obligations under the Texas Disciplinary Rules of Professional Conduct and other applicable rules of professional responsibility governing withdrawal from client representations, including any requirement to obtain leave of a tribunal if the Firm's withdrawal occurs in connection with a pending proceeding.
Upon termination of the engagement, whether by Brightfield or by Calderwood & Harkness, Brightfield will remain responsible for the payment of all professional fees and disbursements incurred through the effective date of termination, in accordance with the billing and payment terms set forth in Section 6 above. The Firm will render a final invoice for all outstanding fees and disbursements as promptly as practicable following the effective date of termination.
In the event of termination, Calderwood & Harkness will take all reasonable steps necessary to protect Brightfield's interests in connection with an orderly transition of the representation, including cooperating with successor counsel designated by Brightfield, transferring relevant files and materials, and providing such assistance as may be reasonably necessary to avoid prejudice to Brightfield's legal interests and business objectives.
12. Limitation of Liability and Indemnification
To the fullest extent permitted by applicable law, Calderwood & Harkness's aggregate liability to Brightfield arising out of or relating to the performance of services under this engagement, whether based on contract, tort (including negligence), strict liability, or any other legal theory, shall be limited to the re-performance of the services giving rise to the claim, or, at the Firm's election, a refund of the professional fees directly attributable to the specific services that are the subject of the claim. In no event shall Calderwood & Harkness be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or lost business opportunities, regardless of whether the Firm was advised of the possibility of such damages. The foregoing limitations shall apply except to the extent they are prohibited by applicable law or the applicable rules of professional conduct.
Brightfield and Calderwood & Harkness each agree to indemnify, defend, and hold harmless the other party, and its partners, members, officers, directors, employees, agents, and representatives, from and against any and all third-party claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the indemnifying party's material breach of the terms and conditions of this engagement letter. This mutual indemnification obligation shall survive the termination or expiration of this engagement.
13. Acceptance
We are grateful for your confidence in Calderwood & Harkness, and we look forward to working with you and the Brightfield team on this important matter. We believe that the DeltaSync licensing transaction represents a significant opportunity for Brightfield, and we are committed to providing the highest quality legal services in support of your business objectives.
If the terms and conditions set forth in this engagement letter are acceptable to Brightfield, we ask that you sign and date both the original and the enclosed duplicate original of this letter in the space provided below, return one fully executed original to the undersigned at the Firm's Houston office at 700 Louisiana Street, Suite 3400, Houston, TX 77002, or via email to cbloom@calderwoodharkness.com, and retain the other fully executed original for Brightfield's records. This engagement letter will become effective upon receipt by the Firm of a fully executed original.
Please do not hesitate to contact me or any member of the engagement team if you have any questions regarding this letter or the engagement generally. We are available to discuss any of the terms herein at your convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Catherine Bloom, Partner Intellectual Property Group Calderwood & Harkness LLP 700 Louisiana Street, Suite 3400 Houston, TX 77002 Telephone: (713) 555-4210
Email: cbloom@calderwoodharkness.com
ACKNOWLEDGED AND AGREED:
By executing this engagement letter below, the undersigned, on behalf of Brightfield Cloud Services Inc., confirms that the undersigned is authorized to enter into this engagement on behalf of Brightfield and that Brightfield agrees to the terms and conditions set forth herein.
BRIGHTFIELD CLOUD SERVICES INC.
By: ________
Name: Daniel Oshiro
Title: General Counsel
Brightfield Cloud Services Inc. 4200 Bluebonnet Parkway, Suite 1100 Austin, TX 78745
Date: ________
Encl.: Duplicate original of this engagement letter for execution and retention by Brightfield Cloud Services Inc.
cc: Catherine Bloom, Partner (file copy) Alan Ngo, Partner (billing partner copy)
Timekeeper | Role | Hourly Rate
Catherine Bloom | Partner | $1,150 per hour
Alan Ngo | Partner | $1,100 per hour
Wendy Schultz | Senior Associate | $725 per hour
Omar Siddiqui | Associate | $575 per hour

CALDERWOOD & HARKNESS LLP 700 Louisiana Street, Suite 3400 Houston, TX 77002

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

BRIGHTFIELD CLOUD SERVICES INC.

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