1042-00004 · Lone Star Trust Company · Engagement

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

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Attorneys at Law

2000 McKinney Avenue, Suite 3400 Dallas, Texas 75201

Telephone: (214) 555-7800 Facsimile: (214) 555-7801 www.calderwoodharkness.com

April 12, 2023

Harold Ostrander, Esq. General Counsel Brightfield Cloud Services Inc. 4200 Westgrove Boulevard, Suite 1100 Irving, Texas 75038

Re: Engagement of Calderwood & Harkness LLP in connection with Brightfield Cloud Services Inc.'s proposed acquisition of Codelaunch Labs, Inc.

Matter No.: 1042-00004

Dear Mr. Ostrander:

1. Purpose and Engagement

Calderwood & Harkness LLP ("C&H," "we," or the "Firm") is pleased to confirm that Brightfield Cloud Services Inc., a Delaware corporation ("BCS" or the "Company"), has engaged the Firm to serve as outside legal counsel to BCS in connection with BCS's proposed acquisition of Codelaunch Labs, Inc., a Delaware corporation ("Codelaunch" or the "Target"), with principal offices located in Austin, Texas. We appreciate the Company's confidence in retaining us for this matter and look forward to working with you and your team throughout the course of this transaction.

As we understand it based on our preliminary discussions, BCS proposes to acquire the Target through a forward merger, with aggregate merger consideration of approximately Twenty-Two Million Dollars ($22,000,000) payable in cash at closing (subject to customary adjustments and any earnout consideration to be agreed upon during negotiations). The transaction is expected to be structured such that a newly formed wholly owned subsidiary of BCS (the "Merger Sub") will merge with and into Codelaunch pursuant to Section 251 of the Delaware General Corporation Law (the "DGCL"), with Codelaunch surviving the merger as a wholly owned subsidiary of BCS. The specific terms of the acquisition will be documented in a definitive Agreement and Plan of Merger and related ancillary agreements, all of which will be subject to negotiation with Codelaunch and its counsel.

This engagement letter (this "Letter") sets forth the scope of our representation, the staffing of the engagement team, the fee arrangements applicable to our services, and the standard terms and conditions governing the Firm's representation of BCS in connection with this matter. We ask that you review this Letter carefully and, if the terms are acceptable, execute and return a copy to our office to confirm BCS's agreement to the terms set forth herein.

2. Scope of Representation

The Firm's representation of BCS in connection with the proposed acquisition of Codelaunch will encompass the services described in Sections 2.1 through 2.6 below. The scope of the engagement may be modified or expanded by mutual written agreement of the parties as the transaction progresses.

2.1 Transaction Structuring and Negotiation

The Firm will advise BCS on the structuring of the proposed acquisition, including advice on the forward merger structure contemplated under DGCL Section 251, and on any alternative structures that may arise during the course of negotiations or as a result of due diligence findings. Our services in this regard will include, without limitation:

(a) Providing legal advice on structuring the acquisition as a forward merger under DGCL § 251, including analysis of the statutory requirements applicable to the merger, required stockholder approvals, and the mechanics of the merger process under Delaware law;

(b) Advising on the formation of the Merger Sub as a wholly owned Delaware subsidiary of BCS, including the preparation and filing of a certificate of incorporation for the Merger Sub, the adoption of bylaws, and the issuance of organizational resolutions;

(c) Leading the negotiation of the definitive Agreement and Plan of Merger on behalf of BCS with Codelaunch's counsel, including all substantive provisions relating to the merger consideration (including any purchase price adjustments tied to working capital, cash, indebtedness, or transaction expenses of the Target), earnout mechanics (if applicable), representations and warranties of the Target and BCS, pre-closing covenants, closing conditions, indemnification provisions (including negotiation of the cap, basket or deductible, tipping versus true deductible structure, survival periods for representations and warranties, and special indemnity provisions as warranted), and escrow arrangements for indemnification claims;

(d) Coordinating with BCS's management and corporate development team regarding deal strategy, negotiation priorities, and risk allocation throughout the negotiation process; and

(e) Preparing, reviewing, and finalizing all drafts of the Agreement and Plan of Merger, mark-ups, and related negotiation correspondence.

2.2 Due Diligence

The Firm will conduct and coordinate comprehensive legal due diligence on the Target, working in concert with BCS's internal teams and third-party advisors. Our due diligence services will include, without limitation:

(a) Review and analysis of Codelaunch's corporate records, including its certificate of incorporation, bylaws, board and stockholder minutes, and other organizational documents, to confirm due organization, valid existence, and good standing;

(b) Review of the Target's capitalization, including its authorized and outstanding equity securities, outstanding options, warrants, convertible instruments, and any agreements relating to equity compensation, rights of first refusal, co-sale rights, preemptive rights, or anti-dilution protections;

(c) Review of material contracts, including customer agreements, vendor and supplier agreements, licensing arrangements (both inbound and outbound), partnership or strategic alliance agreements, government contracts (if any), real property leases, and any agreements containing change-of-control provisions that could be triggered by the proposed merger;

(d) Review of the Target's intellectual property portfolio, including patents, trademarks, copyrights, trade secrets, domain names, and open-source software usage, as well as any pending or threatened intellectual property disputes or third-party infringement claims;

(e) Review of employment and labor matters, including review of employment agreements, offer letters, independent contractor arrangements, employee benefit plans, stock option plans and outstanding grants, employee handbooks and policies, and any pending or threatened employment-related claims or proceedings;

(f) Review of pending, threatened, or prior litigation, arbitration, administrative proceedings, governmental investigations, and regulatory actions involving the Target, including analysis of potential liabilities arising therefrom;

(g) Review of the Target's tax compliance status and any material tax matters, in coordination with BCS's tax advisors, to the extent that such matters are relevant to the legal aspects of the transaction (it being understood that the Firm is not providing tax advisory services as part of this engagement);

(h) Review of the Target's compliance with applicable regulatory requirements, including data privacy and cybersecurity laws and regulations (including the Texas Data Privacy and Security Act, the California Consumer Privacy Act, and any applicable federal requirements), export control regulations, and industry-specific regulatory frameworks;

(i) Coordination with BCS's accounting and financial diligence advisor, Kerrigan & Pryce LLP, as appropriate, to ensure alignment between legal and financial diligence workstreams and to address any cross-cutting issues identified during the diligence process; and

(j) Preparation and delivery of a comprehensive due diligence summary memorandum for the BCS deal team, identifying key findings, material risks, and recommended risk mitigation strategies to be addressed through the definitive agreements or otherwise.

2.3 Ancillary Agreements and Documentation

In addition to the Agreement and Plan of Merger, the Firm will draft, review, and negotiate ancillary transaction documents as required in connection with the proposed acquisition, including but not limited to the following:

(a) An escrow agreement with the designated escrow agent (expected to be a nationally recognized financial institution) governing the establishment, administration, and release of the indemnification escrow fund;

(b) Employment agreements, offer letters, or employment term sheets for key personnel of the Target who will continue in employment with Codelaunch (as the surviving entity) or BCS following the closing;

(c) Non-competition and non-solicitation agreements for founders, key executives, and other significant equity holders of Codelaunch, as applicable and as required by BCS;

(d) Disclosure schedules to the Agreement and Plan of Merger, including coordination with BCS's deal team and the Target's counsel regarding the preparation, review, and negotiation of the Target's disclosure schedules;

(e) Stockholder consent documentation required to approve the merger on behalf of Codelaunch's stockholders pursuant to DGCL § 228 (action by written consent in lieu of a meeting), including any required information statement or notice to non-consenting stockholders;

(f) Closing certificates, including officer's certificates, secretary's certificates, and good standing certificates to be delivered by the Target and BCS at closing, as well as bring-down certificates relating to the accuracy of representations and warranties as of the closing date;

(g) A stockholder representative engagement agreement or similar instrument, if a stockholder representative is to be appointed to act on behalf of the former Codelaunch stockholders following the closing with respect to indemnification claims and escrow matters; and

(h) Such other ancillary documents as may be required or customary in connection with the closing of the merger, including payoff letters, lien releases, and third-party consents.

2.4 Regulatory and Compliance Matters

The Firm will advise BCS on regulatory matters applicable to the proposed acquisition, including the following:

(a) Analysis of the applicability of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), to the proposed transaction, including a determination of whether the applicable size-of-the-transaction and size-of-the-parties thresholds are met and whether any exemptions are available. Based on our preliminary review of the expected transaction value and the parties' total assets, we will provide BCS with an initial assessment of HSR Act filing obligations promptly following the commencement of the engagement; and

(b) Preparation and submission of any required regulatory filings, if applicable, including any HSR Act notification and report form, and coordination with the applicable governmental authorities (including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice) in connection with any review of the proposed transaction.

2.5 Insurance. The Firm will coordinate with BCS's representations and warranties insurance ("R&W Insurance") broker regarding the placement of a buy-side R&W Insurance policy in connection with the proposed acquisition. Our services in this regard will include review and negotiation of the terms of the R&W Insurance policy (including coverage limits, retention amounts, exclusions, and any policy endorsements), coordination with the insurer's underwriting counsel during the underwriting process (including responding to underwriting questions and facilitating the insurer's review of due diligence materials), and ensuring that the terms of the R&W Insurance policy are consistent with and appropriately cross-referenced in the definitive Agreement and Plan of Merger and related indemnification provisions.

2.6 Closing and Post-Closing

The Firm will manage the closing of the proposed acquisition and provide limited post-closing support as follows:

(a) Preparation of a comprehensive closing checklist identifying all deliverables, conditions to closing, and required actions for each party;

(b) Preparation and coordination of all closing deliverables, including the certificate of merger to be filed with the Delaware Secretary of State, a legal opinion letter to be delivered by the Firm on behalf of BCS (if required by the Agreement and Plan of Merger), a funds flow memorandum setting forth the disbursement of the merger consideration and transaction expenses, and all other documents required to be delivered at closing;

(c) Filing of the certificate of merger with the Office of the Secretary of State of the State of Delaware, and confirmation of the effectiveness of the merger;

(d) Coordination with BCS's transfer agent, paying agent, and escrow agent, as applicable, to effectuate the disbursement of the merger consideration to the former stockholders of Codelaunch and the funding of the indemnification escrow; and

(e) Post-closing integration support as reasonably requested by BCS, including review of retention and equity incentive arrangements for Target personnel, review of post-closing purchase price adjustment mechanics, and advice on any post-closing indemnification claims or escrow release matters. The scope of any extended post-closing engagement will be discussed and agreed upon separately if the anticipated level of post-closing support is expected to be material.

2.7 Limitations on Scope

The scope of this engagement is limited to the matters described in Sections 2.1 through 2.6 above. For the avoidance of doubt, the following matters are expressly excluded from the scope of this engagement:

(a) Tax advisory services. While the Firm may identify tax-related issues in the course of legal due diligence and may coordinate with BCS's tax advisors, the Firm is not providing tax planning, tax structuring, or tax compliance advice in connection with this engagement. BCS should look to its own tax advisors for such services;

(b) Accounting and auditing services. The Firm does not provide accounting, auditing, or financial advisory services;

(d) Insurance brokerage services. While the Firm will review and negotiate the terms of any R&W Insurance policy, the Firm is not acting as an insurance broker or agent; and

(e) Any other matters unrelated to the proposed acquisition of Codelaunch.

The Firm does not represent Thorngate Capital Partners, LP or any affiliate of BCS (other than BCS itself) in connection with this matter, unless separately agreed in writing. The Company is our sole client in this engagement. If BCS desires that the Firm represent any affiliate in connection with this transaction, a separate engagement letter or a written amendment to this Letter will be required.

This engagement is limited to the proposed acquisition of Codelaunch and does not extend to other transactions or to general corporate matters of BCS, except to the extent that such other matters are directly related to and arise in connection with the consummation of the proposed transaction.

3. Engagement Team and Staffing

3.1 Responsible Partner

Beatrice Holloway, Partner, Mergers & Acquisitions, will serve as the responsible partner for this engagement. Ms. Holloway will have overall responsibility for the engagement, including management of the client relationship, supervision of the engagement team, strategic advice to BCS on transaction structure and negotiation strategy, and oversight of all work product delivered in connection with the matter. Ms. Holloway will serve as the primary senior point of contact for BCS on substantive legal matters arising in the engagement.

3.2 Billing Partner

James Prentice, Partner, Mergers & Acquisitions, will serve as the billing partner for this engagement. Mr. Prentice will be responsible for all billing matters, including the preparation and review of monthly invoices, communication regarding fee-related matters, and resolution of any billing questions or concerns. Inquiries relating to invoices or fee arrangements should be directed to Mr. Prentice.

3.3 Lead Associate

Ryan Kowalski, Associate, Mergers & Acquisitions, will serve as the lead associate on the engagement. Mr. Kowalski will be responsible for the day-to-day management of the transaction, including the initial drafting of the Agreement and Plan of Merger and ancillary agreements, coordination of the legal due diligence process (including management of the virtual data room review), coordination of closing logistics, and regular communication with BCS's deal team on the status of the transaction.

3.4 Working Associate

Megan Chu, Associate, Mergers & Acquisitions, will serve as a working associate on the engagement. Ms. Chu will support Mr. Kowalski in connection with due diligence review and analysis, preparation of ancillary transaction documents, management of the closing checklist, and other tasks as assigned in the course of the engagement.

3.5 Additional Resources

From time to time during the course of the engagement, the Firm may staff additional attorneys or paraprofessionals as reasonably necessary to ensure the timely and efficient completion of the work. This may include attorneys from the Firm's intellectual Property, Employment and Labor, and Tax practice groups, who may be called upon to provide specialized advice or to assist with discrete workstreams of the legal due diligence. The Firm will advise BCS in advance of any material changes to staffing, and the rates applicable to any additional personnel will be consistent with the rate structure set forth in Section 4.1 below.

4. Fee Arrangements

4.1 Hourly Rates

Services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the attorneys and paraprofessionals staffed on the matter. The applicable 2023 hourly rates are as follows:

The specific rate applicable to each individual timekeeper will depend upon the timekeeper's seniority, experience, and area of specialization. The rates of the currently staffed engagement team members will be identified on the Firm's initial invoice.

Hourly rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. In the event that the engagement extends beyond December 31, 2023, any rate adjustment applicable to attorneys and paraprofessionals staffed on this matter will be communicated to BCS in writing in advance of the effective date of such adjustment.

4.2 Billing and Payment Terms

Invoices for services rendered and expenses incurred will be prepared and transmitted to BCS on a monthly basis, in arrears. Each invoice will reference Matter No. 1042-00004 and will include reasonable detail regarding the nature of the services performed, the time spent on each task (in increments of one-tenth of an hour), and the identity of the attorney or paraprofessional responsible for each time entry.

Payment of each invoice is due within thirty (30) days of the date of the invoice. Invoices should be directed to:

Harold Ostrander, General Counsel Brightfield Cloud Services Inc. 4200 Westgrove Boulevard, Suite 1100 Irving, Texas 75038

Email: hostrander@brightfieldcloud.com

If BCS has any questions or concerns regarding an invoice, BCS should contact the billing partner, James Prentice, promptly upon receipt of the invoice so that any issues may be resolved in a timely manner. The Firm reserves the right to charge interest at the rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, whichever is less) on any amounts that remain unpaid for more than sixty (60) days following the date of the invoice.

4.3 Expenses and Disbursements

In addition to professional fees, BCS will reimburse the Firm for reasonable out-of-pocket expenses and disbursements incurred in connection with the engagement. Such expenses may include, without limitation, the following:

(a) Filing fees, including fees for the filing of the certificate of merger with the Delaware Secretary of State and any HSR Act filing fees, if applicable;

(b) Travel expenses, including airfare, hotel, ground transportation, and meals incurred in connection with travel reasonably required for the engagement (e.g., travel to Austin, Texas for in-person due diligence sessions or closing);

(d) Document reproduction, printing, and binding costs;

(e) Database and electronic search charges, including charges for corporate, litigation, UCC, and intellectual property searches;

(f) Long-distance telephone and teleconference charges; and

(g) Other similar out-of-pocket costs directly related to the engagement.

Extraordinary expenses — defined for purposes of this engagement as any individual expense item exceeding Five Thousand Dollars ($5,000) — will be pre-approved by BCS's General Counsel or VP, Corporate Development prior to the Firm incurring such expense. The Firm will use commercially reasonable efforts to minimize expenses and to select cost-effective alternatives where available.

4.4 Estimated Fees

While it is inherently difficult to predict total fees with certainty given the variables involved in any acquisition, based on the Firm's experience with comparable technology-sector acquisitions in this transaction size range, we currently estimate that total legal fees for the engagement through the closing of the merger will be in the range of Three Hundred Fifty Thousand Dollars ($350,000) to Four Hundred Seventy-Five Thousand Dollars ($475,000), exclusive of out-of-pocket disbursements. This estimate is non-binding and is provided solely for budgeting purposes. Actual fees will depend upon a number of factors, including the complexity and duration of negotiations with Codelaunch and its counsel, the scope and results of due diligence, the number and complexity of ancillary agreements, the extent of any regulatory filings, and whether unanticipated issues arise during the course of the transaction.

We will endeavor to keep BCS apprised of the status of fees on a regular basis and will promptly notify you if, at any point during the engagement, it appears likely that total fees will materially exceed the upper end of the foregoing estimate. Nothing in this Section 4.4 shall be construed as a cap on fees or as a guarantee that total fees will fall within the estimated range.

5. Client Responsibilities and Contacts

The success and efficiency of the engagement will depend in substantial part on BCS's cooperation and timely provision of information. BCS's day-to-day deal lead for the proposed acquisition will be Simone Lacroix, Vice President, Corporate Development, who will serve as the primary business contact for the Firm's engagement team in connection with the transaction. The primary legal contact at BCS for purposes of this engagement will be Harold Ostrander, General Counsel, who will be responsible for overseeing the legal aspects of the transaction on behalf of BCS and for providing legal direction and authorization to the Firm as needed.

BCS agrees to provide the Firm with timely access to information, personnel, and documentation as reasonably requested by the Firm in connection with the engagement, including access to the Company's officers, directors, employees, and advisors who possess knowledge relevant to the transaction or the diligence process. BCS further agrees to designate and identify those personnel who are authorized to provide instructions, approvals, and other direction to the Firm on behalf of the Company in connection with this matter. Unless and until the Firm receives written notice to the contrary, the Firm will be entitled to rely upon instructions received from Mr. Ostrander or Ms. Lacroix as authorized instructions from BCS.

BCS acknowledges that the quality and completeness of the information provided by the Company to the Firm will directly affect the Firm's ability to render effective legal advice and to prepare accurate documentation. The Firm shall be entitled to rely upon the accuracy and completeness of information furnished by BCS and its officers, employees, and other advisors, and shall have no independent obligation to verify such information (except to the extent that the Firm's due diligence obligations with respect to the Target require independent investigation).

6. Confidentiality

The Firm recognizes the sensitive nature of the information that BCS will share with us in connection with this engagement. All confidential information provided by BCS to the Firm, including information regarding the proposed acquisition, the Company's business and operations, the Company's negotiations with the Target, and the Company's strategic plans and financial information, will be treated as confidential by the Firm and will not be disclosed to any third party except as follows:

(a) As authorized by BCS, including disclosures to opposing counsel, the Target, or other transaction participants in the course of negotiating and consummating the proposed acquisition;

(b) As required by applicable law, regulation, or court order; or

(c) As necessary to carry out the Firm's obligations under this engagement, including disclosures to attorneys, paraprofessionals, and staff within the Firm who are working on the matter or who require access to such information in connection with the Firm's conflict-checking or administrative functions.

The Firm's confidentiality obligations hereunder are subject to and shall be interpreted in a manner consistent with the applicable Texas Disciplinary Rules of Professional Conduct and any other applicable rules of professional conduct governing the Firm's attorneys. The Firm's duty of confidentiality shall survive the termination or conclusion of this engagement.

7. Conflicts of Interest

Prior to accepting this engagement, the Firm conducted a thorough review of its conflict-checking systems to identify any actual or potential conflicts of interest that could affect the Firm's ability to represent BCS in connection with the proposed acquisition. Based on our review, we have identified no conflicts of interest that would prevent us from undertaking this engagement.

Specifically, the Firm does not currently represent, and has not in the recent past represented, Codelaunch Labs, Inc., any of Codelaunch's stockholders (including, without limitation, Ridgeway Ventures Fund II, LP), Caldwell, Raines & Fitch LLP (which we understand serves as counsel to the Target), Ashburn Park Capital LLC, or any other party known to be involved in this transaction, in any matter that would be adverse to BCS or that would create a material risk of adversely affecting the Firm's ability to represent BCS's interests in this engagement.

If, during the course of this engagement, a conflict of interest or potential conflict of interest arises (whether as a result of new representations undertaken by the Firm, changes in the parties involved in the transaction, or otherwise), the Firm will promptly notify BCS of the situation and will take appropriate steps in accordance with the applicable Texas Disciplinary Rules of Professional Conduct and any other applicable rules of professional conduct, which may include seeking BCS's informed consent to continued representation or, if consent is not obtainable or appropriate, withdrawal from the engagement.

8. Document Retention

Upon the conclusion of this engagement, the Firm will retain engagement files (including electronic files and correspondence) in accordance with the Firm's standard document retention policies. Under the Firm's current policy, engagement files are retained for a minimum of seven (7) years from the date on which the matter is closed in the Firm's records. Following the expiration of the applicable retention period, the Firm may destroy or dispose of engagement files without further notice to BCS, unless BCS has requested in writing that specific files be retained for a longer period.

Original documents and original executed agreements provided by BCS to the Firm during the course of the engagement will be returned to BCS upon request at any time during or after the engagement. BCS should direct any requests for the return of original documents to the responsible partner, Beatrice Holloway.

9. Termination

Either BCS or the Firm may terminate this engagement at any time upon written notice to the other party. In the case of termination by the Firm, termination shall be subject to the Firm's professional obligations regarding withdrawal from representation, including the obligation to take reasonable steps to protect the client's interests, to provide reasonable notice, to allow time for the client to engage substitute counsel, and to surrender papers and property to which the client is entitled, all as required by the Texas Disciplinary Rules of Professional Conduct.

Upon termination of this engagement for any reason, BCS will remain responsible for the payment of all fees for services rendered and all expenses and disbursements incurred by the Firm through the effective date of termination. The Firm will render a final invoice promptly following the effective date of termination.

10. Limitation of Liability

To the fullest extent permitted by applicable law and the rules of professional conduct, the Firm's aggregate liability to BCS for any and all claims, losses, damages, costs, and expenses arising out of or related to this engagement, whether based on contract, tort, negligence, strict liability, or any other legal theory, shall not exceed the total amount of professional fees actually paid by BCS to the Firm in connection with this matter as of the date on which such claim is asserted, except to the extent that such limitation is prohibited by applicable law or rules of professional conduct.

In no event shall the Firm be liable to BCS for any consequential, incidental, indirect, special, or punitive damages arising out of or related to this engagement, regardless of whether the Firm has been advised of the possibility of such damages. This limitation shall apply to the maximum extent permitted by applicable law.

Nothing in this Section 10 is intended to limit or modify the Firm's professional responsibilities to BCS under the applicable rules of professional conduct or to limit BCS's rights under applicable law to the extent that such rights may not be waived or limited by agreement.

11. Governing Law and Dispute Resolution

This Letter and the engagement described herein shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts-of-law principles thereof.

In the event that any dispute arises between BCS and the Firm out of or in connection with this engagement or this Letter, including any dispute regarding the Firm's fees, the scope of the engagement, or the quality of the Firm's services, such dispute shall be resolved by binding arbitration in Dallas, Texas, administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with such rules. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that an alternative allocation is appropriate.

12. Entire Agreement

This Letter constitutes the entire agreement between BCS and the Firm with respect to the terms and conditions of this engagement and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter hereof. No representations, warranties, or commitments have been made by either party except as expressly set forth in this Letter.

This Letter may not be amended, modified, or supplemented except by a written instrument signed by both BCS and the Firm. No waiver of any provision of this Letter shall be effective unless in writing and signed by the party granting such waiver, and no such waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.

We are enthusiastic about working with you and the BCS team on this transaction. If the foregoing terms are acceptable to the Company, please indicate your agreement by signing and returning a copy of this Letter in the space provided below. Please do not hesitate to contact me or Jim Prentice if you have any questions regarding this Letter or the engagement.

We look forward to a successful engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Beatrice Holloway

Title: Partner, Mergers & Acquisitions

Calderwood & Harkness LLP 2000 McKinney Avenue, Suite 3400 Dallas, Texas 75201

ACKNOWLEDGMENT AND ACCEPTANCE

Accepted and agreed to as of the date first written above:

BRIGHTFIELD CLOUD SERVICES INC.

By: ________

Name: Harold Ostrander

Title: General Counsel

Brightfield Cloud Services Inc. 4200 Westgrove Boulevard, Suite 1100 Irving, Texas 75038

Date: ________

cc: Simone Lacroix, Vice President, Corporate Development, Brightfield Cloud Services Inc.

cc: James Prentice, Partner, Calderwood & Harkness LLP

Enclosure: Standard Terms of Engagement (incorporated herein)

Timekeeper Category	Hourly Rate Range
Partners	$975 – $1,150 per hour
Senior Associates (5th year and above)	$650 – $825 per hour
Associates (1st through 4th year)	$475 – $625 per hour
Paraprofessionals / Legal Assistants	$275 – $350 per hour

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Attorneys at Law
2000 McKinney Avenue, Suite 3400 Dallas, Texas 75201
Telephone: (214) 555-7800 Facsimile: (214) 555-7801 www.calderwoodharkness.com
April 12, 2023
Harold Ostrander, Esq. General Counsel Brightfield Cloud Services Inc. 4200 Westgrove Boulevard, Suite 1100 Irving, Texas 75038
Re: Engagement of Calderwood & Harkness LLP in connection with Brightfield Cloud Services Inc.'s proposed acquisition of Codelaunch Labs, Inc.
Matter No.: 1042-00004
Dear Mr. Ostrander:
1. Purpose and Engagement
Calderwood & Harkness LLP ("C&H," "we," or the "Firm") is pleased to confirm that Brightfield Cloud Services Inc., a Delaware corporation ("BCS" or the "Company"), has engaged the Firm to serve as outside legal counsel to BCS in connection with BCS's proposed acquisition of Codelaunch Labs, Inc., a Delaware corporation ("Codelaunch" or the "Target"), with principal offices located in Austin, Texas. We appreciate the Company's confidence in retaining us for this matter and look forward to working with you and your team throughout the course of this transaction.
As we understand it based on our preliminary discussions, BCS proposes to acquire the Target through a forward merger, with aggregate merger consideration of approximately Twenty-Two Million Dollars ($22,000,000) payable in cash at closing (subject to customary adjustments and any earnout consideration to be agreed upon during negotiations). The transaction is expected to be structured such that a newly formed wholly owned subsidiary of BCS (the "Merger Sub") will merge with and into Codelaunch pursuant to Section 251 of the Delaware General Corporation Law (the "DGCL"), with Codelaunch surviving the merger as a wholly owned subsidiary of BCS. The specific terms of the acquisition will be documented in a definitive Agreement and Plan of Merger and related ancillary agreements, all of which will be subject to negotiation with Codelaunch and its counsel.
This engagement letter (this "Letter") sets forth the scope of our representation, the staffing of the engagement team, the fee arrangements applicable to our services, and the standard terms and conditions governing the Firm's representation of BCS in connection with this matter. We ask that you review this Letter carefully and, if the terms are acceptable, execute and return a copy to our office to confirm BCS's agreement to the terms set forth herein.
2. Scope of Representation
The Firm's representation of BCS in connection with the proposed acquisition of Codelaunch will encompass the services described in Sections 2.1 through 2.6 below. The scope of the engagement may be modified or expanded by mutual written agreement of the parties as the transaction progresses.
2.1 Transaction Structuring and Negotiation
The Firm will advise BCS on the structuring of the proposed acquisition, including advice on the forward merger structure contemplated under DGCL Section 251, and on any alternative structures that may arise during the course of negotiations or as a result of due diligence findings. Our services in this regard will include, without limitation:
(a) Providing legal advice on structuring the acquisition as a forward merger under DGCL § 251, including analysis of the statutory requirements applicable to the merger, required stockholder approvals, and the mechanics of the merger process under Delaware law;
(b) Advising on the formation of the Merger Sub as a wholly owned Delaware subsidiary of BCS, including the preparation and filing of a certificate of incorporation for the Merger Sub, the adoption of bylaws, and the issuance of organizational resolutions;
(c) Leading the negotiation of the definitive Agreement and Plan of Merger on behalf of BCS with Codelaunch's counsel, including all substantive provisions relating to the merger consideration (including any purchase price adjustments tied to working capital, cash, indebtedness, or transaction expenses of the Target), earnout mechanics (if applicable), representations and warranties of the Target and BCS, pre-closing covenants, closing conditions, indemnification provisions (including negotiation of the cap, basket or deductible, tipping versus true deductible structure, survival periods for representations and warranties, and special indemnity provisions as warranted), and escrow arrangements for indemnification claims;
(d) Coordinating with BCS's management and corporate development team regarding deal strategy, negotiation priorities, and risk allocation throughout the negotiation process; and
(e) Preparing, reviewing, and finalizing all drafts of the Agreement and Plan of Merger, mark-ups, and related negotiation correspondence.
2.2 Due Diligence
The Firm will conduct and coordinate comprehensive legal due diligence on the Target, working in concert with BCS's internal teams and third-party advisors. Our due diligence services will include, without limitation:
(a) Review and analysis of Codelaunch's corporate records, including its certificate of incorporation, bylaws, board and stockholder minutes, and other organizational documents, to confirm due organization, valid existence, and good standing;
(b) Review of the Target's capitalization, including its authorized and outstanding equity securities, outstanding options, warrants, convertible instruments, and any agreements relating to equity compensation, rights of first refusal, co-sale rights, preemptive rights, or anti-dilution protections;
(c) Review of material contracts, including customer agreements, vendor and supplier agreements, licensing arrangements (both inbound and outbound), partnership or strategic alliance agreements, government contracts (if any), real property leases, and any agreements containing change-of-control provisions that could be triggered by the proposed merger;
(d) Review of the Target's intellectual property portfolio, including patents, trademarks, copyrights, trade secrets, domain names, and open-source software usage, as well as any pending or threatened intellectual property disputes or third-party infringement claims;
(e) Review of employment and labor matters, including review of employment agreements, offer letters, independent contractor arrangements, employee benefit plans, stock option plans and outstanding grants, employee handbooks and policies, and any pending or threatened employment-related claims or proceedings;
(f) Review of pending, threatened, or prior litigation, arbitration, administrative proceedings, governmental investigations, and regulatory actions involving the Target, including analysis of potential liabilities arising therefrom;
(g) Review of the Target's tax compliance status and any material tax matters, in coordination with BCS's tax advisors, to the extent that such matters are relevant to the legal aspects of the transaction (it being understood that the Firm is not providing tax advisory services as part of this engagement);
(h) Review of the Target's compliance with applicable regulatory requirements, including data privacy and cybersecurity laws and regulations (including the Texas Data Privacy and Security Act, the California Consumer Privacy Act, and any applicable federal requirements), export control regulations, and industry-specific regulatory frameworks;
(i) Coordination with BCS's accounting and financial diligence advisor, Kerrigan & Pryce LLP, as appropriate, to ensure alignment between legal and financial diligence workstreams and to address any cross-cutting issues identified during the diligence process; and
(j) Preparation and delivery of a comprehensive due diligence summary memorandum for the BCS deal team, identifying key findings, material risks, and recommended risk mitigation strategies to be addressed through the definitive agreements or otherwise.
2.3 Ancillary Agreements and Documentation
In addition to the Agreement and Plan of Merger, the Firm will draft, review, and negotiate ancillary transaction documents as required in connection with the proposed acquisition, including but not limited to the following:
(a) An escrow agreement with the designated escrow agent (expected to be a nationally recognized financial institution) governing the establishment, administration, and release of the indemnification escrow fund;
(b) Employment agreements, offer letters, or employment term sheets for key personnel of the Target who will continue in employment with Codelaunch (as the surviving entity) or BCS following the closing;
(c) Non-competition and non-solicitation agreements for founders, key executives, and other significant equity holders of Codelaunch, as applicable and as required by BCS;
(d) Disclosure schedules to the Agreement and Plan of Merger, including coordination with BCS's deal team and the Target's counsel regarding the preparation, review, and negotiation of the Target's disclosure schedules;
(e) Stockholder consent documentation required to approve the merger on behalf of Codelaunch's stockholders pursuant to DGCL § 228 (action by written consent in lieu of a meeting), including any required information statement or notice to non-consenting stockholders;
(f) Closing certificates, including officer's certificates, secretary's certificates, and good standing certificates to be delivered by the Target and BCS at closing, as well as bring-down certificates relating to the accuracy of representations and warranties as of the closing date;
(g) A stockholder representative engagement agreement or similar instrument, if a stockholder representative is to be appointed to act on behalf of the former Codelaunch stockholders following the closing with respect to indemnification claims and escrow matters; and
(h) Such other ancillary documents as may be required or customary in connection with the closing of the merger, including payoff letters, lien releases, and third-party consents.
2.4 Regulatory and Compliance Matters
The Firm will advise BCS on regulatory matters applicable to the proposed acquisition, including the following:
(a) Analysis of the applicability of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), to the proposed transaction, including a determination of whether the applicable size-of-the-transaction and size-of-the-parties thresholds are met and whether any exemptions are available. Based on our preliminary review of the expected transaction value and the parties' total assets, we will provide BCS with an initial assessment of HSR Act filing obligations promptly following the commencement of the engagement; and
(b) Preparation and submission of any required regulatory filings, if applicable, including any HSR Act notification and report form, and coordination with the applicable governmental authorities (including the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice) in connection with any review of the proposed transaction.
2.5 Insurance.  The Firm will coordinate with BCS's representations and warranties insurance ("R&W Insurance") broker regarding the placement of a buy-side R&W Insurance policy in connection with the proposed acquisition. Our services in this regard will include review and negotiation of the terms of the R&W Insurance policy (including coverage limits, retention amounts, exclusions, and any policy endorsements), coordination with the insurer's underwriting counsel during the underwriting process (including responding to underwriting questions and facilitating the insurer's review of due diligence materials), and ensuring that the terms of the R&W Insurance policy are consistent with and appropriately cross-referenced in the definitive Agreement and Plan of Merger and related indemnification provisions.
2.6 Closing and Post-Closing
The Firm will manage the closing of the proposed acquisition and provide limited post-closing support as follows:
(a) Preparation of a comprehensive closing checklist identifying all deliverables, conditions to closing, and required actions for each party;
(b) Preparation and coordination of all closing deliverables, including the certificate of merger to be filed with the Delaware Secretary of State, a legal opinion letter to be delivered by the Firm on behalf of BCS (if required by the Agreement and Plan of Merger), a funds flow memorandum setting forth the disbursement of the merger consideration and transaction expenses, and all other documents required to be delivered at closing;
(c) Filing of the certificate of merger with the Office of the Secretary of State of the State of Delaware, and confirmation of the effectiveness of the merger;
(d) Coordination with BCS's transfer agent, paying agent, and escrow agent, as applicable, to effectuate the disbursement of the merger consideration to the former stockholders of Codelaunch and the funding of the indemnification escrow; and
(e) Post-closing integration support as reasonably requested by BCS, including review of retention and equity incentive arrangements for Target personnel, review of post-closing purchase price adjustment mechanics, and advice on any post-closing indemnification claims or escrow release matters. The scope of any extended post-closing engagement will be discussed and agreed upon separately if the anticipated level of post-closing support is expected to be material.
2.7 Limitations on Scope
The scope of this engagement is limited to the matters described in Sections 2.1 through 2.6 above. For the avoidance of doubt, the following matters are expressly excluded from the scope of this engagement:
(a) Tax advisory services. While the Firm may identify tax-related issues in the course of legal due diligence and may coordinate with BCS's tax advisors, the Firm is not providing tax planning, tax structuring, or tax compliance advice in connection with this engagement. BCS should look to its own tax advisors for such services;
(b) Accounting and auditing services. The Firm does not provide accounting, auditing, or financial advisory services;
(c) Lobbying or government affairs activities;
(d) Insurance brokerage services. While the Firm will review and negotiate the terms of any R&W Insurance policy, the Firm is not acting as an insurance broker or agent; and
(e) Any other matters unrelated to the proposed acquisition of Codelaunch.
The Firm does not represent Thorngate Capital Partners, LP or any affiliate of BCS (other than BCS itself) in connection with this matter, unless separately agreed in writing. The Company is our sole client in this engagement. If BCS desires that the Firm represent any affiliate in connection with this transaction, a separate engagement letter or a written amendment to this Letter will be required.
This engagement is limited to the proposed acquisition of Codelaunch and does not extend to other transactions or to general corporate matters of BCS, except to the extent that such other matters are directly related to and arise in connection with the consummation of the proposed transaction.
3. Engagement Team and Staffing
3.1 Responsible Partner
Beatrice Holloway, Partner, Mergers & Acquisitions, will serve as the responsible partner for this engagement. Ms. Holloway will have overall responsibility for the engagement, including management of the client relationship, supervision of the engagement team, strategic advice to BCS on transaction structure and negotiation strategy, and oversight of all work product delivered in connection with the matter. Ms. Holloway will serve as the primary senior point of contact for BCS on substantive legal matters arising in the engagement.
3.2 Billing Partner
James Prentice, Partner, Mergers & Acquisitions, will serve as the billing partner for this engagement. Mr. Prentice will be responsible for all billing matters, including the preparation and review of monthly invoices, communication regarding fee-related matters, and resolution of any billing questions or concerns. Inquiries relating to invoices or fee arrangements should be directed to Mr. Prentice.
3.3 Lead Associate
Ryan Kowalski, Associate, Mergers & Acquisitions, will serve as the lead associate on the engagement. Mr. Kowalski will be responsible for the day-to-day management of the transaction, including the initial drafting of the Agreement and Plan of Merger and ancillary agreements, coordination of the legal due diligence process (including management of the virtual data room review), coordination of closing logistics, and regular communication with BCS's deal team on the status of the transaction.
3.4 Working Associate
Megan Chu, Associate, Mergers & Acquisitions, will serve as a working associate on the engagement. Ms. Chu will support Mr. Kowalski in connection with due diligence review and analysis, preparation of ancillary transaction documents, management of the closing checklist, and other tasks as assigned in the course of the engagement.
3.5 Additional Resources
From time to time during the course of the engagement, the Firm may staff additional attorneys or paraprofessionals as reasonably necessary to ensure the timely and efficient completion of the work. This may include attorneys from the Firm's intellectual Property, Employment and Labor, and Tax practice groups, who may be called upon to provide specialized advice or to assist with discrete workstreams of the legal due diligence. The Firm will advise BCS in advance of any material changes to staffing, and the rates applicable to any additional personnel will be consistent with the rate structure set forth in Section 4.1 below.
4. Fee Arrangements
4.1 Hourly Rates
Services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the attorneys and paraprofessionals staffed on the matter. The applicable 2023 hourly rates are as follows:
The specific rate applicable to each individual timekeeper will depend upon the timekeeper's seniority, experience, and area of specialization. The rates of the currently staffed engagement team members will be identified on the Firm's initial invoice.
Hourly rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. In the event that the engagement extends beyond December 31, 2023, any rate adjustment applicable to attorneys and paraprofessionals staffed on this matter will be communicated to BCS in writing in advance of the effective date of such adjustment.
4.2 Billing and Payment Terms
Invoices for services rendered and expenses incurred will be prepared and transmitted to BCS on a monthly basis, in arrears. Each invoice will reference Matter No. 1042-00004 and will include reasonable detail regarding the nature of the services performed, the time spent on each task (in increments of one-tenth of an hour), and the identity of the attorney or paraprofessional responsible for each time entry.
Payment of each invoice is due within thirty (30) days of the date of the invoice. Invoices should be directed to:
Harold Ostrander, General Counsel Brightfield Cloud Services Inc. 4200 Westgrove Boulevard, Suite 1100 Irving, Texas 75038
Email: hostrander@brightfieldcloud.com
If BCS has any questions or concerns regarding an invoice, BCS should contact the billing partner, James Prentice, promptly upon receipt of the invoice so that any issues may be resolved in a timely manner. The Firm reserves the right to charge interest at the rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, whichever is less) on any amounts that remain unpaid for more than sixty (60) days following the date of the invoice.
4.3 Expenses and Disbursements
In addition to professional fees, BCS will reimburse the Firm for reasonable out-of-pocket expenses and disbursements incurred in connection with the engagement. Such expenses may include, without limitation, the following:
(a) Filing fees, including fees for the filing of the certificate of merger with the Delaware Secretary of State and any HSR Act filing fees, if applicable;
(b) Travel expenses, including airfare, hotel, ground transportation, and meals incurred in connection with travel reasonably required for the engagement (e.g., travel to Austin, Texas for in-person due diligence sessions or closing);
(c) Courier and overnight delivery charges;
(d) Document reproduction, printing, and binding costs;
(e) Database and electronic search charges, including charges for corporate, litigation, UCC, and intellectual property searches;
(f) Long-distance telephone and teleconference charges; and
(g) Other similar out-of-pocket costs directly related to the engagement.
Extraordinary expenses — defined for purposes of this engagement as any individual expense item exceeding Five Thousand Dollars ($5,000) — will be pre-approved by BCS's General Counsel or VP, Corporate Development prior to the Firm incurring such expense. The Firm will use commercially reasonable efforts to minimize expenses and to select cost-effective alternatives where available.
4.4 Estimated Fees
While it is inherently difficult to predict total fees with certainty given the variables involved in any acquisition, based on the Firm's experience with comparable technology-sector acquisitions in this transaction size range, we currently estimate that total legal fees for the engagement through the closing of the merger will be in the range of Three Hundred Fifty Thousand Dollars ($350,000) to Four Hundred Seventy-Five Thousand Dollars ($475,000), exclusive of out-of-pocket disbursements. This estimate is non-binding and is provided solely for budgeting purposes. Actual fees will depend upon a number of factors, including the complexity and duration of negotiations with Codelaunch and its counsel, the scope and results of due diligence, the number and complexity of ancillary agreements, the extent of any regulatory filings, and whether unanticipated issues arise during the course of the transaction.
We will endeavor to keep BCS apprised of the status of fees on a regular basis and will promptly notify you if, at any point during the engagement, it appears likely that total fees will materially exceed the upper end of the foregoing estimate. Nothing in this Section 4.4 shall be construed as a cap on fees or as a guarantee that total fees will fall within the estimated range.
5. Client Responsibilities and Contacts
The success and efficiency of the engagement will depend in substantial part on BCS's cooperation and timely provision of information. BCS's day-to-day deal lead for the proposed acquisition will be Simone Lacroix, Vice President, Corporate Development, who will serve as the primary business contact for the Firm's engagement team in connection with the transaction. The primary legal contact at BCS for purposes of this engagement will be Harold Ostrander, General Counsel, who will be responsible for overseeing the legal aspects of the transaction on behalf of BCS and for providing legal direction and authorization to the Firm as needed.
BCS agrees to provide the Firm with timely access to information, personnel, and documentation as reasonably requested by the Firm in connection with the engagement, including access to the Company's officers, directors, employees, and advisors who possess knowledge relevant to the transaction or the diligence process. BCS further agrees to designate and identify those personnel who are authorized to provide instructions, approvals, and other direction to the Firm on behalf of the Company in connection with this matter. Unless and until the Firm receives written notice to the contrary, the Firm will be entitled to rely upon instructions received from Mr. Ostrander or Ms. Lacroix as authorized instructions from BCS.
BCS acknowledges that the quality and completeness of the information provided by the Company to the Firm will directly affect the Firm's ability to render effective legal advice and to prepare accurate documentation. The Firm shall be entitled to rely upon the accuracy and completeness of information furnished by BCS and its officers, employees, and other advisors, and shall have no independent obligation to verify such information (except to the extent that the Firm's due diligence obligations with respect to the Target require independent investigation).
6. Confidentiality
The Firm recognizes the sensitive nature of the information that BCS will share with us in connection with this engagement. All confidential information provided by BCS to the Firm, including information regarding the proposed acquisition, the Company's business and operations, the Company's negotiations with the Target, and the Company's strategic plans and financial information, will be treated as confidential by the Firm and will not be disclosed to any third party except as follows:
(a) As authorized by BCS, including disclosures to opposing counsel, the Target, or other transaction participants in the course of negotiating and consummating the proposed acquisition;
(b) As required by applicable law, regulation, or court order; or
(c) As necessary to carry out the Firm's obligations under this engagement, including disclosures to attorneys, paraprofessionals, and staff within the Firm who are working on the matter or who require access to such information in connection with the Firm's conflict-checking or administrative functions.
The Firm's confidentiality obligations hereunder are subject to and shall be interpreted in a manner consistent with the applicable Texas Disciplinary Rules of Professional Conduct and any other applicable rules of professional conduct governing the Firm's attorneys. The Firm's duty of confidentiality shall survive the termination or conclusion of this engagement.
7. Conflicts of Interest
Prior to accepting this engagement, the Firm conducted a thorough review of its conflict-checking systems to identify any actual or potential conflicts of interest that could affect the Firm's ability to represent BCS in connection with the proposed acquisition. Based on our review, we have identified no conflicts of interest that would prevent us from undertaking this engagement.
Specifically, the Firm does not currently represent, and has not in the recent past represented, Codelaunch Labs, Inc., any of Codelaunch's stockholders (including, without limitation, Ridgeway Ventures Fund II, LP), Caldwell, Raines & Fitch LLP (which we understand serves as counsel to the Target), Ashburn Park Capital LLC, or any other party known to be involved in this transaction, in any matter that would be adverse to BCS or that would create a material risk of adversely affecting the Firm's ability to represent BCS's interests in this engagement.
If, during the course of this engagement, a conflict of interest or potential conflict of interest arises (whether as a result of new representations undertaken by the Firm, changes in the parties involved in the transaction, or otherwise), the Firm will promptly notify BCS of the situation and will take appropriate steps in accordance with the applicable Texas Disciplinary Rules of Professional Conduct and any other applicable rules of professional conduct, which may include seeking BCS's informed consent to continued representation or, if consent is not obtainable or appropriate, withdrawal from the engagement.
8. Document Retention
Upon the conclusion of this engagement, the Firm will retain engagement files (including electronic files and correspondence) in accordance with the Firm's standard document retention policies. Under the Firm's current policy, engagement files are retained for a minimum of seven (7) years from the date on which the matter is closed in the Firm's records. Following the expiration of the applicable retention period, the Firm may destroy or dispose of engagement files without further notice to BCS, unless BCS has requested in writing that specific files be retained for a longer period.
Original documents and original executed agreements provided by BCS to the Firm during the course of the engagement will be returned to BCS upon request at any time during or after the engagement. BCS should direct any requests for the return of original documents to the responsible partner, Beatrice Holloway.
9. Termination
Either BCS or the Firm may terminate this engagement at any time upon written notice to the other party. In the case of termination by the Firm, termination shall be subject to the Firm's professional obligations regarding withdrawal from representation, including the obligation to take reasonable steps to protect the client's interests, to provide reasonable notice, to allow time for the client to engage substitute counsel, and to surrender papers and property to which the client is entitled, all as required by the Texas Disciplinary Rules of Professional Conduct.
Upon termination of this engagement for any reason, BCS will remain responsible for the payment of all fees for services rendered and all expenses and disbursements incurred by the Firm through the effective date of termination. The Firm will render a final invoice promptly following the effective date of termination.
10. Limitation of Liability
To the fullest extent permitted by applicable law and the rules of professional conduct, the Firm's aggregate liability to BCS for any and all claims, losses, damages, costs, and expenses arising out of or related to this engagement, whether based on contract, tort, negligence, strict liability, or any other legal theory, shall not exceed the total amount of professional fees actually paid by BCS to the Firm in connection with this matter as of the date on which such claim is asserted, except to the extent that such limitation is prohibited by applicable law or rules of professional conduct.
In no event shall the Firm be liable to BCS for any consequential, incidental, indirect, special, or punitive damages arising out of or related to this engagement, regardless of whether the Firm has been advised of the possibility of such damages. This limitation shall apply to the maximum extent permitted by applicable law.
Nothing in this Section 10 is intended to limit or modify the Firm's professional responsibilities to BCS under the applicable rules of professional conduct or to limit BCS's rights under applicable law to the extent that such rights may not be waived or limited by agreement.
11. Governing Law and Dispute Resolution
This Letter and the engagement described herein shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts-of-law principles thereof.
In the event that any dispute arises between BCS and the Firm out of or in connection with this engagement or this Letter, including any dispute regarding the Firm's fees, the scope of the engagement, or the quality of the Firm's services, such dispute shall be resolved by binding arbitration in Dallas, Texas, administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with such rules. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that an alternative allocation is appropriate.
12. Entire Agreement
This Letter constitutes the entire agreement between BCS and the Firm with respect to the terms and conditions of this engagement and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter hereof. No representations, warranties, or commitments have been made by either party except as expressly set forth in this Letter.
This Letter may not be amended, modified, or supplemented except by a written instrument signed by both BCS and the Firm. No waiver of any provision of this Letter shall be effective unless in writing and signed by the party granting such waiver, and no such waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.
We are enthusiastic about working with you and the BCS team on this transaction. If the foregoing terms are acceptable to the Company, please indicate your agreement by signing and returning a copy of this Letter in the space provided below. Please do not hesitate to contact me or Jim Prentice if you have any questions regarding this Letter or the engagement.
We look forward to a successful engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Beatrice Holloway
Title: Partner, Mergers & Acquisitions
Calderwood & Harkness LLP 2000 McKinney Avenue, Suite 3400 Dallas, Texas 75201
ACKNOWLEDGMENT AND ACCEPTANCE
Accepted and agreed to as of the date first written above:
BRIGHTFIELD CLOUD SERVICES INC.
By: ________
Name: Harold Ostrander
Title: General Counsel
Brightfield Cloud Services Inc. 4200 Westgrove Boulevard, Suite 1100 Irving, Texas 75038
Date: ________
cc: Simone Lacroix, Vice President, Corporate Development, Brightfield Cloud Services Inc.
cc: James Prentice, Partner, Calderwood & Harkness LLP
Enclosure: Standard Terms of Engagement (incorporated herein)
Timekeeper Category | Hourly Rate Range
Partners | $975 – $1,150 per hour
Senior Associates (5th year and above) | $650 – $825 per hour
Associates (1st through 4th year) | $475 – $625 per hour
Paraprofessionals / Legal Assistants | $275 – $350 per hour

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

BRIGHTFIELD CLOUD SERVICES INC.

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