1042-00005 · Lattimore, Parish & Keene LLP · Engagement

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

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CALDERWOOD & HARKNESS LLP Attorneys at Law 1700 Pacific Avenue, Suite 4200 Dallas, TX 75201 Tel: (214) 555-7800

Fax: (214) 555-7801

www.calderwoodharkness.com

December 8, 2025

VIA EMAIL AND FIRST-CLASS MAIL

Priya Narasimhan, Esq. General Counsel Brightfield Cloud Services Inc. 4100 Esperanza Boulevard, Suite 800 Austin, TX 78746

Re: Engagement of Calderwood & Harkness LLP by Brightfield Cloud Services Inc. — OEM Reseller Agreement with Vantage Industrial Solutions, LLC Engagement Number: 1042-00005

Dear Ms. Narasimhan:

1. Purpose and Engagement Overview

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Brightfield Cloud Services Inc. ("BCS" or the "Client") in connection with the negotiation, drafting, and documentation of an Original Equipment Manufacturer Reseller Agreement (the "Agreement") between BCS, as licensor, and Vantage Industrial Solutions, LLC ("Vantage"), a Delaware limited liability company with its principal office at 7755 Commerce Park Drive, Solon, OH 44139, as authorized OEM reseller. We understand that the Agreement will govern the terms under which Vantage will be authorized to embed, integrate, and resell BCS's proprietary BrightEdge IoT Platform technology — including associated APIs, firmware modules, documentation, and related intellectual property — within Vantage's own industrial automation product offerings to Vantage's end-user customers.

We appreciate the confidence that you and the Brightfield Cloud Services team have placed in our Firm, and we look forward to working with you on this important transaction. The purpose of this letter is to set forth the terms and conditions governing our engagement, including the scope of services to be provided, our fee arrangements, staffing, and other matters relevant to the attorney-client relationship between C&H and BCS. We ask that you review this letter carefully and, if the terms are acceptable, countersign a copy and return it to us as described in Section 13 below.

2. Scope of Representation

The Firm will provide the following legal services to BCS in connection with the negotiation and documentation of the Agreement:

(a) Drafting of the Agreement. Preparation of the initial draft of the OEM Reseller Agreement and all exhibits, schedules, appendices, and ancillary attachments thereto, on behalf of BCS in its capacity as licensor of the BrightEdge IoT Platform technology. This will include, without limitation, drafting of provisions addressing license grants, reseller territories and channel restrictions, pricing and royalty mechanics, service-level commitments, acceptance testing protocols, term and renewal provisions, and termination rights and consequences.

(b) Redline Review and Counterproposal Response. Reviewing and responding to markups, redlines, comments, and counterproposals received from Vantage's outside counsel, Lattimore, Parish & Keene LLP, located in Cleveland, Ohio. We anticipate that the negotiation will involve multiple rounds of redlines and that substantial attention will be required to reconcile the parties' respective positions on key commercial and legal terms. The Firm will prepare responsive redlines and issue-by-issue summaries for BCS's internal review and approval prior to transmission to Vantage's counsel.

(c) Negotiation Support. Attendance at and participation in negotiation calls, videoconferences, and in-person sessions between BCS and Vantage principals and their respective legal counsel. This includes preparation of term sheets, negotiation agendas, and position papers, as well as real-time counsel during negotiation sessions. To the extent in-person meetings are required (whether in Dallas, Austin, Cleveland, or another location), the Firm will coordinate scheduling with your office and Vantage's counsel in advance.

(d) Ancillary Closing Documentation. Preparation of ancillary documents required for execution of the Agreement, including but not limited to officer's certificates, secretary's certificates, bring-down certificates, signing checklists, closing memoranda, and related closing documentation necessary to effectuate the transaction.

(e) Source Code Escrow Coordination. Coordination with Pinnacle Escrow Services, Inc., located in Arlington, Virginia, regarding the negotiation, drafting, and execution of the three-party source code escrow agreement to be entered into among BCS, Vantage, and Pinnacle Escrow Services, Inc. as an exhibit or companion agreement to the Agreement. This will include advising on deposit requirements, verification procedures, and release conditions applicable to the escrowed source code for the BrightEdge IoT Platform.

(f) intellectual Property Counsel. Providing legal counsel on intellectual property provisions of the Agreement, including trademark licensing terms and usage guidelines, ownership and assignment of intellectual property (including any jointly developed modifications, enhancements, or derivative works), source code escrow release conditions and triggers, and the scope and limitations of the license grants to Vantage as OEM reseller.

(g) Risk Allocation Provisions. Advising on indemnification obligations, limitation of liability provisions (including caps, exclusions, and carve-outs), insurance requirements and minimum coverage thresholds, warranty disclaimers, and other risk allocation mechanisms to protect BCS's interests under the Agreement.

Limitations on Scope. The scope of this engagement is expressly limited to the matters described above. Without limiting the generality of the foregoing, this engagement does NOT include representation in connection with any of the following:

(i) any regulatory filings or approvals, including but not limited to export control, CFIUS, or antitrust filings;

(ii) any securities law matters, including disclosures, filings, or compliance under federal or state securities laws;

(iii) tax advisory services, other than incidental review of contractual tax provisions (such as sales tax allocation, withholding, and gross-up clauses) contained in the Agreement itself;

(iv) any litigation, arbitration, mediation, or other dispute resolution proceedings, whether arising from the Agreement or otherwise;

(v) any employment, labor, or benefits matters related to BCS personnel or Vantage personnel; or

(vi) any other matters unrelated to the OEM Reseller Agreement described herein.

Any expansion of the scope of this engagement beyond the matters described in this Section 2 will require a separate written agreement or a written amendment to this letter, executed by both the Firm and the Client. We will promptly notify you if, in our judgment, matters arise during the course of the engagement that fall outside the scope described above, and we will not undertake additional work without your prior authorization.

For the avoidance of doubt, the Firm does not represent Veltrano Capital Partners Fund IV, L.P. or any of its affiliates in this engagement. BCS is the sole client of the Firm with respect to this matter, and all duties of loyalty, confidentiality, and professional responsibility run exclusively to BCS.

3. Staffing and Key Personnel

The Firm has assembled the following team to handle this engagement:

Responsible Partner: Douglas Fairchild Mr. Fairchild is a partner in the Firm's Real Estate practice group and serves as the long-standing relationship partner for portfolio companies of Veltrano Capital Partners Fund IV, L.P. Mr. Fairchild will have overall responsibility for the client relationship and matter supervision, including quality assurance and strategic oversight of all work product delivered in connection with the engagement. Mr. Fairchild will be the primary point of escalation for any concerns regarding the direction, staffing, or management of the engagement.

Billing Partner: Angela Fontaine Ms. Fontaine is a partner in the Firm's Real Estate practice group and will be responsible for all billing, invoicing, and fee-related inquiries for this engagement. Questions regarding invoices, fee estimates, budgeting, or payment should be directed to Ms. Fontaine.

Lead Associate: Robert Jansen Mr. Jansen is a senior associate in the Firm's Tax practice group and will serve as the lead associate for day-to-day drafting and negotiation support. Mr. Jansen will have primary responsibility for preparing and revising the Agreement and related documents, participating in negotiation calls and sessions, and coordinating with Vantage's outside counsel, Lattimore, Parish & Keene LLP. Mr. Jansen will report to Mr. Fairchild and will serve as your principal day-to-day contact at the Firm for substantive legal matters.

Working Associate: Amy Chesterton Ms. Chesterton is an associate in the Firm's Bankruptcy & Restructuring practice group and has been seconded to the commercial contracts team for this engagement. Ms. Chesterton will assist with document preparation, legal research, redline tracking, closing checklist management, and coordination with Pinnacle Escrow Services, Inc. regarding the source code escrow agreement.

The Firm may assign additional attorneys, paralegals, or support staff to the engagement as the workload and timeline require. We will provide notice to the Client of any material changes in staffing. The Responsible Partner, Mr. Fairchild, will retain supervisory authority over all work product produced in connection with this matter, regardless of which personnel are assigned.

4. Client Contact Information

The primary client contact for this engagement is Priya Narasimhan, General Counsel, Brightfield Cloud Services Inc. All substantive communications regarding the Agreement, including requests for instructions, approval of draft documents, and strategic decisions, shall be directed through or confirmed with Ms. Narasimhan.

In addition, the Client designates the following individual as an authorized contact for purposes of this engagement:

Connor Whitfield Vice President, Business Development Brightfield Cloud Services Inc.

Mr. Whitfield is authorized to communicate with the Firm regarding commercial and business terms of the Agreement, scheduling of negotiation sessions, and other coordination matters. However, all final approvals and substantive legal authorizations shall be provided by Ms. Narasimhan unless Ms. Narasimhan directs otherwise in writing.

The Client's address for notices under this engagement letter is:

Brightfield Cloud Services Inc. 4100 Esperanza Boulevard, Suite 800 Austin, TX 78746

Attention: Priya Narasimhan, General Counsel

5. Fee Arrangements

5.1 Hourly Rates

The Firm will bill for professional services rendered in connection with this engagement on an hourly basis at the Firm's standard hourly rates in effect at the time services are performed. Time is recorded and billed in increments of one-tenth (0.1) of an hour. The current applicable hourly rates for the categories of timekeepers expected to work on this matter are as follows:

The specific rate applicable to each individual timekeeper will be reflected on the Firm's monthly invoices. The Firm's standard hourly rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year. The Firm will provide advance written notice to the Client of any rate adjustments prior to their effective date.

5.2 Expenses and Disbursements

In addition to professional fees, the Client is responsible for reimbursement of all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with the engagement. Such costs and disbursements include, but are not limited to, the following:

• travel expenses (airfare, ground transportation, lodging, and meals) incurred in connection with in-person negotiation sessions or meetings;

• courier, express delivery, and overnight shipping charges;

• long-distance telephone and videoconference charges;

• filing fees, recording fees, and governmental charges;

• document reproduction, printing, and scanning charges;

• computerized legal research charges (e.g., Westmark Data Systems, Sundial Solutions); and

• third-party vendor charges, including charges from Pinnacle Escrow Services, Inc. or other vendors engaged in connection with the Agreement.

Third-party vendor costs will be passed through to the Client at cost, without markup. The Firm will obtain the Client's prior approval before incurring any single disbursement in excess of $5,000.

5.3 Billing and Payment Terms

The Firm will render invoices on a monthly basis, generally within fifteen (15) business days following the close of each calendar month. All invoices are due and payable within thirty (30) days of the invoice date. Each invoice will include the following information:

(i) a summary narrative description of the services performed during the billing period;

(ii) identification of each timekeeper who performed services, together with the number of hours expended by such timekeeper;

(iii) an itemization of disbursements incurred during the billing period; and

(iv) a reference to Engagement Number 1042-00005.

The Client agrees to direct all billing inquiries to Angela Fontaine, Billing Partner, at the Firm's Dallas office. Any disputed portion of an invoice should be identified in writing to Ms. Fontaine within fifteen (15) days of receipt; the undisputed portion shall remain due and payable in accordance with this Section.

Late payments shall accrue interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), or at the maximum rate permitted under applicable Texas law, whichever is lower, on any balance outstanding more than thirty (30) days past the invoice due date. The Client shall also be responsible for reasonable costs of collection, including attorneys' fees, incurred by the Firm in connection with the collection of past-due amounts.

5.4 Fee Estimate (Non-Binding)

Based on the anticipated scope of the engagement as described in Section 2 above, the complexity of the BrightEdge IoT Platform licensing structure, and the Firm's experience with similar OEM reseller transactions in the technology and industrial sectors, the Firm currently estimates that total professional fees and expenses through execution of the Agreement will be approximately $120,000 to $175,000. This estimate assumes a transaction timeline of approximately ten to fourteen weeks from initial drafting through execution, with approximately three to five rounds of substantive redlines between the parties.

This estimate is expressly non-binding and is provided solely for the Client's internal budgeting and planning purposes. Actual fees and expenses will depend on range factors, including the complexity and duration of the negotiations, the number of redline rounds required, the responsiveness of Vantage and its counsel, the scope of intellectual property issues that arise, and whether additional ancillary agreements or amendments are requested. The estimate does not include fees for any out-of-scope matters described in Section 2 above.

If, at any point during the engagement, it appears that total fees and expenses will materially exceed this estimate, the Firm will promptly advise the Client and discuss the reasons for the variance and any steps that may be taken to manage costs.

5.5 Retainer. No retainer deposit is required at this time. The Firm reserves the right to request a retainer in the future if the Client's account becomes delinquent or if circumstances otherwise warrant.

6. Conflicts of Interest

The Firm has conducted a conflicts check in accordance with its standard procedures and the Texas Disciplinary Rules of Professional Conduct. Based on the information currently available to us, we have identified no conflicts of interest that would preclude or limit our representation of BCS in this matter.

Specifically, the Firm does not currently represent Vantage Industrial Solutions, LLC, Lattimore, Parish & Keene LLP, Harmon Family Holdings, LLC, Velthorn Bridge Capital, LLC, or any of their respective affiliates, subsidiaries, principals, officers, or directors in any matter.

The Client acknowledges and agrees that the Firm currently represents, and may in the future represent, other portfolio companies of Veltrano Capital Partners Fund IV, L.P. and its affiliated investment vehicles in matters unrelated to this engagement. Such representations are not adverse to BCS, and the Client consents to the Firm's continued representation of such other Veltrano portfolio companies in unrelated matters. This consent does not extend to any matter in which another Veltrano portfolio company's interests are directly adverse to those of BCS.

If a conflict of interest or potential conflict of interest arises during the course of this engagement — whether resulting from new representations undertaken by the Firm, changes in the parties' business relationships, or otherwise — the Firm will promptly notify the Client and discuss appropriate steps to address the situation. Such steps may include, depending on the nature and severity of the conflict, seeking an informed written waiver from the affected parties, implementing appropriate ethical screens within the Firm, or, if necessary, withdrawing from the engagement in accordance with Section 9 below.

7. Confidentiality and Privilege

All communications between the Client and the Firm in connection with this engagement, including oral and written communications, memoranda, drafts, notes, and work product, are protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm will take reasonable measures to preserve the confidentiality and privileged nature of all such communications.

The Firm will maintain the confidentiality of all Client information received in connection with this engagement in accordance with the Texas Disciplinary Rules of Professional Conduct, including Rule 1.05, and all other applicable laws and professional standards. Confidential information will not be disclosed to any third party without the Client's prior consent, except as permitted or required by law or the applicable rules of professional conduct.

The Client hereby authorizes the Firm to disclose confidential information to the extent reasonably necessary to carry out the purposes of this engagement. Such authorized disclosures include, without limitation:

(i) communications with Vantage's outside counsel, Lattimore, Parish & Keene LLP, in connection with the negotiation and documentation of the Agreement;

(ii) communications with Pinnacle Escrow Services, Inc. in connection with the source code escrow agreement;

(iii) communications with third-party vendors engaged in connection with the Agreement, as directed by the Client; and

(iv) such other disclosures as the Client may specifically authorize from time to time.

The Client understands that the disclosure of privileged communications to third parties may, in certain circumstances, result in a waiver of the attorney-client privilege. The Firm will use reasonable efforts to structure its communications to minimize the risk of any inadvertent waiver, but the Client should consult with the Firm before sharing privileged communications with any third party.

8. Document Retention

Upon completion or termination of this engagement, the Firm will retain the engagement file, including work product, correspondence, drafts, research memoranda, and copies of executed documents, for a period of seven (7) years from the date of completion or termination (the "Retention Period"). At the expiration of the Retention Period, the Firm may destroy or dispose of the file, including all physical and electronic copies, without further notice to the Client and without liability to the Client for such destruction or disposal.

Client-owned original documents, including original executed agreements, certificates, and other instruments delivered to the Firm during the course of the engagement, will be returned to the Client upon written request at any time during or after the engagement. The Client may also request delivery of the complete engagement file at any time, subject to the Firm's right to retain copies for its records and to any outstanding obligations of the Client under this engagement letter, including payment of fees and expenses.

The Firm reserves the right to maintain copies of documents necessary for compliance with applicable professional responsibility rules, malpractice insurance requirements, or regulatory obligations, regardless of any request for return of the file.

9. Termination of Engagement

Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Termination by the Client shall be effective upon receipt of written notice by the Firm. Termination by the Firm shall be subject to compliance with applicable rules of professional conduct, including Rule 1.15 of the Texas Disciplinary Rules of Professional Conduct, and any applicable court or tribunal rules.

Upon termination of this engagement for any reason:

(a) The Client shall remain responsible for payment of all fees earned and expenses incurred through the effective date of termination, in accordance with the fee arrangements set forth in Section 5 above.

(b) The Firm will take reasonable steps to protect the Client's interests during any transition period, including cooperating with successor counsel, providing an orderly transfer of the engagement file, and taking such other actions as may be reasonably necessary to avoid prejudice to the Client.

(c) The Firm will promptly deliver to the Client or its successor counsel all documents and property to which the Client is entitled, subject to the Firm's rights under applicable law, including any retaining lien for unpaid fees and expenses.

The Client acknowledges that the Firm's termination of the engagement may be required under certain circumstances by applicable rules of professional conduct, including situations involving conflicts of interest, the Client's failure to fulfill its obligations under this engagement letter, or other circumstances specified in the Texas Disciplinary Rules of Professional Conduct.

10. No Guarantee of Outcome

The Firm has made no promises or guarantees regarding the outcome of the negotiations with Vantage, the specific terms of the final Agreement, or the timeline for reaching a fully executed Agreement. The practice of law involves inherent uncertainties, and the results of any negotiation depend on numerous factors beyond the Firm's control, including the positions taken by Vantage and its counsel, commercial and business considerations, and market conditions.

Any expressions of professional judgment, assessments of likely outcomes, or evaluations of the strengths or weaknesses of particular negotiating positions are based on the Firm's experience and professional knowledge and are intended to assist the Client in making informed decisions. Such expressions do not constitute warranties, representations, or guarantees of any kind, and should not be relied upon as such.

11. Governing Law

This engagement letter and the attorney-client relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. To the extent applicable, the Texas Disciplinary Rules of Professional Conduct and related interpretive guidance shall also govern the professional aspects of the Firm's relationship with the Client.

Any dispute, claim, or controversy arising out of or relating to this engagement letter or the Firm's representation of the Client, including any dispute regarding the Firm's fees or the quality of the Firm's services, shall be subject to the exclusive jurisdiction of the state and federal courts located in Dallas County, Texas. The Client and the Firm each hereby consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

12. Entire Agreement and Amendments

This letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of the engagement described herein and supersedes all prior or contemporaneous oral or written discussions, negotiations, representations, or understandings relating to the subject matter of this letter.

No amendment, modification, supplement, or waiver of any provision of this engagement letter shall be effective unless made in writing and signed by an authorized representative of each of the Firm and the Client. No course of dealing or course of performance shall be deemed to amend or modify the terms of this engagement letter.

13. Acceptance

We are grateful for the opportunity to serve Brightfield Cloud Services Inc. in this matter and look forward to a successful engagement. Please confirm your acceptance of the terms set forth in this letter by countersigning a copy in the space provided below and returning it to us at your earliest convenience. A copy may be returned via email to douglas.fairchild@calderwoodharkness.com or via mail to the Firm's address set forth above.

Please note that the commencement of work by the Firm prior to receipt of the countersigned copy of this letter shall not constitute a waiver of any term or condition herein, and all work performed shall be deemed to have been performed subject to the terms of this letter.

If you have any questions regarding this engagement letter or any aspect of our proposed representation, please do not hesitate to contact me directly at (214) 555-7812.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Douglas Fairchild

Title: Partner

1700 Pacific Avenue, Suite 4200 Dallas, TX 75201

ACCEPTANCE AND COUNTERSIGNATURE

The undersigned, on behalf of Brightfield Cloud Services Inc., hereby accepts and agrees to the terms and conditions of the engagement as set forth in the foregoing letter dated December 8, 2025.

ACCEPTED AND AGREED:

BRIGHTFIELD CLOUD SERVICES INC.

By: ________

Name: Priya Narasimhan

Title: General Counsel

Date: ________

4100 Esperanza Boulevard, Suite 800 Austin, TX 78746

Enclosures: None

cc:

Angela Fontaine, Billing Partner, Calderwood & Harkness LLP Robert Jansen, Lead Associate, Calderwood & Harkness LLP Connor Whitfield, VP, Business Development, Brightfield Cloud Services Inc.

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION

Timekeeper Category	Hourly Rate Range
Partners	$875 – $1,050 per hour
Associates	$475 – $650 per hour
Paralegals / Legal Assistants	$250 – $350 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law 1700 Pacific Avenue, Suite 4200 Dallas, TX 75201 Tel: (214) 555-7800
Fax: (214) 555-7801
www.calderwoodharkness.com
December 8, 2025
VIA EMAIL AND FIRST-CLASS MAIL
Priya Narasimhan, Esq. General Counsel Brightfield Cloud Services Inc. 4100 Esperanza Boulevard, Suite 800 Austin, TX 78746
Re: Engagement of Calderwood & Harkness LLP by Brightfield Cloud Services Inc. — OEM Reseller Agreement with Vantage Industrial Solutions, LLC Engagement Number: 1042-00005
Dear Ms. Narasimhan:
1. Purpose and Engagement Overview
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Brightfield Cloud Services Inc. ("BCS" or the "Client") in connection with the negotiation, drafting, and documentation of an Original Equipment Manufacturer Reseller Agreement (the "Agreement") between BCS, as licensor, and Vantage Industrial Solutions, LLC ("Vantage"), a Delaware limited liability company with its principal office at 7755 Commerce Park Drive, Solon, OH 44139, as authorized OEM reseller. We understand that the Agreement will govern the terms under which Vantage will be authorized to embed, integrate, and resell BCS's proprietary BrightEdge IoT Platform technology — including associated APIs, firmware modules, documentation, and related intellectual property — within Vantage's own industrial automation product offerings to Vantage's end-user customers.
We appreciate the confidence that you and the Brightfield Cloud Services team have placed in our Firm, and we look forward to working with you on this important transaction. The purpose of this letter is to set forth the terms and conditions governing our engagement, including the scope of services to be provided, our fee arrangements, staffing, and other matters relevant to the attorney-client relationship between C&H and BCS. We ask that you review this letter carefully and, if the terms are acceptable, countersign a copy and return it to us as described in Section 13 below.
2. Scope of Representation
The Firm will provide the following legal services to BCS in connection with the negotiation and documentation of the Agreement:
(a) Drafting of the Agreement. Preparation of the initial draft of the OEM Reseller Agreement and all exhibits, schedules, appendices, and ancillary attachments thereto, on behalf of BCS in its capacity as licensor of the BrightEdge IoT Platform technology. This will include, without limitation, drafting of provisions addressing license grants, reseller territories and channel restrictions, pricing and royalty mechanics, service-level commitments, acceptance testing protocols, term and renewal provisions, and termination rights and consequences.
(b) Redline Review and Counterproposal Response. Reviewing and responding to markups, redlines, comments, and counterproposals received from Vantage's outside counsel, Lattimore, Parish & Keene LLP, located in Cleveland, Ohio. We anticipate that the negotiation will involve multiple rounds of redlines and that substantial attention will be required to reconcile the parties' respective positions on key commercial and legal terms. The Firm will prepare responsive redlines and issue-by-issue summaries for BCS's internal review and approval prior to transmission to Vantage's counsel.
(c) Negotiation Support. Attendance at and participation in negotiation calls, videoconferences, and in-person sessions between BCS and Vantage principals and their respective legal counsel. This includes preparation of term sheets, negotiation agendas, and position papers, as well as real-time counsel during negotiation sessions. To the extent in-person meetings are required (whether in Dallas, Austin, Cleveland, or another location), the Firm will coordinate scheduling with your office and Vantage's counsel in advance.
(d) Ancillary Closing Documentation. Preparation of ancillary documents required for execution of the Agreement, including but not limited to officer's certificates, secretary's certificates, bring-down certificates, signing checklists, closing memoranda, and related closing documentation necessary to effectuate the transaction.
(e) Source Code Escrow Coordination. Coordination with Pinnacle Escrow Services, Inc., located in Arlington, Virginia, regarding the negotiation, drafting, and execution of the three-party source code escrow agreement to be entered into among BCS, Vantage, and Pinnacle Escrow Services, Inc. as an exhibit or companion agreement to the Agreement. This will include advising on deposit requirements, verification procedures, and release conditions applicable to the escrowed source code for the BrightEdge IoT Platform.
(f) intellectual Property Counsel. Providing legal counsel on intellectual property provisions of the Agreement, including trademark licensing terms and usage guidelines, ownership and assignment of intellectual property (including any jointly developed modifications, enhancements, or derivative works), source code escrow release conditions and triggers, and the scope and limitations of the license grants to Vantage as OEM reseller.
(g) Risk Allocation Provisions. Advising on indemnification obligations, limitation of liability provisions (including caps, exclusions, and carve-outs), insurance requirements and minimum coverage thresholds, warranty disclaimers, and other risk allocation mechanisms to protect BCS's interests under the Agreement.
Limitations on Scope. The scope of this engagement is expressly limited to the matters described above. Without limiting the generality of the foregoing, this engagement does NOT include representation in connection with any of the following:
(i) any regulatory filings or approvals, including but not limited to export control, CFIUS, or antitrust filings;
(ii) any securities law matters, including disclosures, filings, or compliance under federal or state securities laws;
(iii) tax advisory services, other than incidental review of contractual tax provisions (such as sales tax allocation, withholding, and gross-up clauses) contained in the Agreement itself;
(iv) any litigation, arbitration, mediation, or other dispute resolution proceedings, whether arising from the Agreement or otherwise;
(v) any employment, labor, or benefits matters related to BCS personnel or Vantage personnel; or
(vi) any other matters unrelated to the OEM Reseller Agreement described herein.
Any expansion of the scope of this engagement beyond the matters described in this Section 2 will require a separate written agreement or a written amendment to this letter, executed by both the Firm and the Client. We will promptly notify you if, in our judgment, matters arise during the course of the engagement that fall outside the scope described above, and we will not undertake additional work without your prior authorization.
For the avoidance of doubt, the Firm does not represent Veltrano Capital Partners Fund IV, L.P. or any of its affiliates in this engagement. BCS is the sole client of the Firm with respect to this matter, and all duties of loyalty, confidentiality, and professional responsibility run exclusively to BCS.
3. Staffing and Key Personnel
The Firm has assembled the following team to handle this engagement:
Responsible Partner: Douglas Fairchild Mr. Fairchild is a partner in the Firm's Real Estate practice group and serves as the long-standing relationship partner for portfolio companies of Veltrano Capital Partners Fund IV, L.P. Mr. Fairchild will have overall responsibility for the client relationship and matter supervision, including quality assurance and strategic oversight of all work product delivered in connection with the engagement. Mr. Fairchild will be the primary point of escalation for any concerns regarding the direction, staffing, or management of the engagement.
Billing Partner: Angela Fontaine Ms. Fontaine is a partner in the Firm's Real Estate practice group and will be responsible for all billing, invoicing, and fee-related inquiries for this engagement. Questions regarding invoices, fee estimates, budgeting, or payment should be directed to Ms. Fontaine.
Lead Associate: Robert Jansen Mr. Jansen is a senior associate in the Firm's Tax practice group and will serve as the lead associate for day-to-day drafting and negotiation support. Mr. Jansen will have primary responsibility for preparing and revising the Agreement and related documents, participating in negotiation calls and sessions, and coordinating with Vantage's outside counsel, Lattimore, Parish & Keene LLP. Mr. Jansen will report to Mr. Fairchild and will serve as your principal day-to-day contact at the Firm for substantive legal matters.
Working Associate: Amy Chesterton Ms. Chesterton is an associate in the Firm's Bankruptcy & Restructuring practice group and has been seconded to the commercial contracts team for this engagement. Ms. Chesterton will assist with document preparation, legal research, redline tracking, closing checklist management, and coordination with Pinnacle Escrow Services, Inc. regarding the source code escrow agreement.
The Firm may assign additional attorneys, paralegals, or support staff to the engagement as the workload and timeline require. We will provide notice to the Client of any material changes in staffing. The Responsible Partner, Mr. Fairchild, will retain supervisory authority over all work product produced in connection with this matter, regardless of which personnel are assigned.
4. Client Contact Information
The primary client contact for this engagement is Priya Narasimhan, General Counsel, Brightfield Cloud Services Inc. All substantive communications regarding the Agreement, including requests for instructions, approval of draft documents, and strategic decisions, shall be directed through or confirmed with Ms. Narasimhan.
In addition, the Client designates the following individual as an authorized contact for purposes of this engagement:
Connor Whitfield Vice President, Business Development Brightfield Cloud Services Inc.
Mr. Whitfield is authorized to communicate with the Firm regarding commercial and business terms of the Agreement, scheduling of negotiation sessions, and other coordination matters. However, all final approvals and substantive legal authorizations shall be provided by Ms. Narasimhan unless Ms. Narasimhan directs otherwise in writing.
The Client's address for notices under this engagement letter is:
Brightfield Cloud Services Inc. 4100 Esperanza Boulevard, Suite 800 Austin, TX 78746
Attention: Priya Narasimhan, General Counsel
5. Fee Arrangements
5.1 Hourly Rates
The Firm will bill for professional services rendered in connection with this engagement on an hourly basis at the Firm's standard hourly rates in effect at the time services are performed. Time is recorded and billed in increments of one-tenth (0.1) of an hour. The current applicable hourly rates for the categories of timekeepers expected to work on this matter are as follows:
The specific rate applicable to each individual timekeeper will be reflected on the Firm's monthly invoices. The Firm's standard hourly rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year. The Firm will provide advance written notice to the Client of any rate adjustments prior to their effective date.
5.2 Expenses and Disbursements
In addition to professional fees, the Client is responsible for reimbursement of all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with the engagement. Such costs and disbursements include, but are not limited to, the following:
•  travel expenses (airfare, ground transportation, lodging, and meals) incurred in connection with in-person negotiation sessions or meetings;
•  courier, express delivery, and overnight shipping charges;
•  long-distance telephone and videoconference charges;
•  filing fees, recording fees, and governmental charges;
•  document reproduction, printing, and scanning charges;
•  computerized legal research charges (e.g., Westmark Data Systems, Sundial Solutions); and
•  third-party vendor charges, including charges from Pinnacle Escrow Services, Inc. or other vendors engaged in connection with the Agreement.
Third-party vendor costs will be passed through to the Client at cost, without markup. The Firm will obtain the Client's prior approval before incurring any single disbursement in excess of $5,000.
5.3 Billing and Payment Terms
The Firm will render invoices on a monthly basis, generally within fifteen (15) business days following the close of each calendar month. All invoices are due and payable within thirty (30) days of the invoice date. Each invoice will include the following information:
(i) a summary narrative description of the services performed during the billing period;
(ii) identification of each timekeeper who performed services, together with the number of hours expended by such timekeeper;
(iii) an itemization of disbursements incurred during the billing period; and
(iv) a reference to Engagement Number 1042-00005.
The Client agrees to direct all billing inquiries to Angela Fontaine, Billing Partner, at the Firm's Dallas office. Any disputed portion of an invoice should be identified in writing to Ms. Fontaine within fifteen (15) days of receipt; the undisputed portion shall remain due and payable in accordance with this Section.
Late payments shall accrue interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), or at the maximum rate permitted under applicable Texas law, whichever is lower, on any balance outstanding more than thirty (30) days past the invoice due date. The Client shall also be responsible for reasonable costs of collection, including attorneys' fees, incurred by the Firm in connection with the collection of past-due amounts.
5.4 Fee Estimate (Non-Binding)
Based on the anticipated scope of the engagement as described in Section 2 above, the complexity of the BrightEdge IoT Platform licensing structure, and the Firm's experience with similar OEM reseller transactions in the technology and industrial sectors, the Firm currently estimates that total professional fees and expenses through execution of the Agreement will be approximately $120,000 to $175,000. This estimate assumes a transaction timeline of approximately ten to fourteen weeks from initial drafting through execution, with approximately three to five rounds of substantive redlines between the parties.
This estimate is expressly non-binding and is provided solely for the Client's internal budgeting and planning purposes. Actual fees and expenses will depend on range factors, including the complexity and duration of the negotiations, the number of redline rounds required, the responsiveness of Vantage and its counsel, the scope of intellectual property issues that arise, and whether additional ancillary agreements or amendments are requested. The estimate does not include fees for any out-of-scope matters described in Section 2 above.
If, at any point during the engagement, it appears that total fees and expenses will materially exceed this estimate, the Firm will promptly advise the Client and discuss the reasons for the variance and any steps that may be taken to manage costs.
5.5 Retainer.  No retainer deposit is required at this time. The Firm reserves the right to request a retainer in the future if the Client's account becomes delinquent or if circumstances otherwise warrant.
6. Conflicts of Interest
The Firm has conducted a conflicts check in accordance with its standard procedures and the Texas Disciplinary Rules of Professional Conduct. Based on the information currently available to us, we have identified no conflicts of interest that would preclude or limit our representation of BCS in this matter.
Specifically, the Firm does not currently represent Vantage Industrial Solutions, LLC, Lattimore, Parish & Keene LLP, Harmon Family Holdings, LLC, Velthorn Bridge Capital, LLC, or any of their respective affiliates, subsidiaries, principals, officers, or directors in any matter.
The Client acknowledges and agrees that the Firm currently represents, and may in the future represent, other portfolio companies of Veltrano Capital Partners Fund IV, L.P. and its affiliated investment vehicles in matters unrelated to this engagement. Such representations are not adverse to BCS, and the Client consents to the Firm's continued representation of such other Veltrano portfolio companies in unrelated matters. This consent does not extend to any matter in which another Veltrano portfolio company's interests are directly adverse to those of BCS.
If a conflict of interest or potential conflict of interest arises during the course of this engagement — whether resulting from new representations undertaken by the Firm, changes in the parties' business relationships, or otherwise — the Firm will promptly notify the Client and discuss appropriate steps to address the situation. Such steps may include, depending on the nature and severity of the conflict, seeking an informed written waiver from the affected parties, implementing appropriate ethical screens within the Firm, or, if necessary, withdrawing from the engagement in accordance with Section 9 below.
7. Confidentiality and Privilege
All communications between the Client and the Firm in connection with this engagement, including oral and written communications, memoranda, drafts, notes, and work product, are protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm will take reasonable measures to preserve the confidentiality and privileged nature of all such communications.
The Firm will maintain the confidentiality of all Client information received in connection with this engagement in accordance with the Texas Disciplinary Rules of Professional Conduct, including Rule 1.05, and all other applicable laws and professional standards. Confidential information will not be disclosed to any third party without the Client's prior consent, except as permitted or required by law or the applicable rules of professional conduct.
The Client hereby authorizes the Firm to disclose confidential information to the extent reasonably necessary to carry out the purposes of this engagement. Such authorized disclosures include, without limitation:
(i) communications with Vantage's outside counsel, Lattimore, Parish & Keene LLP, in connection with the negotiation and documentation of the Agreement;
(ii) communications with Pinnacle Escrow Services, Inc. in connection with the source code escrow agreement;
(iii) communications with third-party vendors engaged in connection with the Agreement, as directed by the Client; and
(iv) such other disclosures as the Client may specifically authorize from time to time.
The Client understands that the disclosure of privileged communications to third parties may, in certain circumstances, result in a waiver of the attorney-client privilege. The Firm will use reasonable efforts to structure its communications to minimize the risk of any inadvertent waiver, but the Client should consult with the Firm before sharing privileged communications with any third party.
8. Document Retention
Upon completion or termination of this engagement, the Firm will retain the engagement file, including work product, correspondence, drafts, research memoranda, and copies of executed documents, for a period of seven (7) years from the date of completion or termination (the "Retention Period"). At the expiration of the Retention Period, the Firm may destroy or dispose of the file, including all physical and electronic copies, without further notice to the Client and without liability to the Client for such destruction or disposal.
Client-owned original documents, including original executed agreements, certificates, and other instruments delivered to the Firm during the course of the engagement, will be returned to the Client upon written request at any time during or after the engagement. The Client may also request delivery of the complete engagement file at any time, subject to the Firm's right to retain copies for its records and to any outstanding obligations of the Client under this engagement letter, including payment of fees and expenses.
The Firm reserves the right to maintain copies of documents necessary for compliance with applicable professional responsibility rules, malpractice insurance requirements, or regulatory obligations, regardless of any request for return of the file.
9. Termination of Engagement
Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Termination by the Client shall be effective upon receipt of written notice by the Firm. Termination by the Firm shall be subject to compliance with applicable rules of professional conduct, including Rule 1.15 of the Texas Disciplinary Rules of Professional Conduct, and any applicable court or tribunal rules.
Upon termination of this engagement for any reason:
(a) The Client shall remain responsible for payment of all fees earned and expenses incurred through the effective date of termination, in accordance with the fee arrangements set forth in Section 5 above.
(b) The Firm will take reasonable steps to protect the Client's interests during any transition period, including cooperating with successor counsel, providing an orderly transfer of the engagement file, and taking such other actions as may be reasonably necessary to avoid prejudice to the Client.
(c) The Firm will promptly deliver to the Client or its successor counsel all documents and property to which the Client is entitled, subject to the Firm's rights under applicable law, including any retaining lien for unpaid fees and expenses.
The Client acknowledges that the Firm's termination of the engagement may be required under certain circumstances by applicable rules of professional conduct, including situations involving conflicts of interest, the Client's failure to fulfill its obligations under this engagement letter, or other circumstances specified in the Texas Disciplinary Rules of Professional Conduct.
10. No Guarantee of Outcome
The Firm has made no promises or guarantees regarding the outcome of the negotiations with Vantage, the specific terms of the final Agreement, or the timeline for reaching a fully executed Agreement. The practice of law involves inherent uncertainties, and the results of any negotiation depend on numerous factors beyond the Firm's control, including the positions taken by Vantage and its counsel, commercial and business considerations, and market conditions.
Any expressions of professional judgment, assessments of likely outcomes, or evaluations of the strengths or weaknesses of particular negotiating positions are based on the Firm's experience and professional knowledge and are intended to assist the Client in making informed decisions. Such expressions do not constitute warranties, representations, or guarantees of any kind, and should not be relied upon as such.
11. Governing Law
This engagement letter and the attorney-client relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. To the extent applicable, the Texas Disciplinary Rules of Professional Conduct and related interpretive guidance shall also govern the professional aspects of the Firm's relationship with the Client.
Any dispute, claim, or controversy arising out of or relating to this engagement letter or the Firm's representation of the Client, including any dispute regarding the Firm's fees or the quality of the Firm's services, shall be subject to the exclusive jurisdiction of the state and federal courts located in Dallas County, Texas. The Client and the Firm each hereby consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.
12. Entire Agreement and Amendments
This letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of the engagement described herein and supersedes all prior or contemporaneous oral or written discussions, negotiations, representations, or understandings relating to the subject matter of this letter.
No amendment, modification, supplement, or waiver of any provision of this engagement letter shall be effective unless made in writing and signed by an authorized representative of each of the Firm and the Client. No course of dealing or course of performance shall be deemed to amend or modify the terms of this engagement letter.
13. Acceptance
We are grateful for the opportunity to serve Brightfield Cloud Services Inc. in this matter and look forward to a successful engagement. Please confirm your acceptance of the terms set forth in this letter by countersigning a copy in the space provided below and returning it to us at your earliest convenience. A copy may be returned via email to douglas.fairchild@calderwoodharkness.com or via mail to the Firm's address set forth above.
Please note that the commencement of work by the Firm prior to receipt of the countersigned copy of this letter shall not constitute a waiver of any term or condition herein, and all work performed shall be deemed to have been performed subject to the terms of this letter.
If you have any questions regarding this engagement letter or any aspect of our proposed representation, please do not hesitate to contact me directly at (214) 555-7812.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Douglas Fairchild
Title: Partner
1700 Pacific Avenue, Suite 4200 Dallas, TX 75201
ACCEPTANCE AND COUNTERSIGNATURE
The undersigned, on behalf of Brightfield Cloud Services Inc., hereby accepts and agrees to the terms and conditions of the engagement as set forth in the foregoing letter dated December 8, 2025.
ACCEPTED AND AGREED:
BRIGHTFIELD CLOUD SERVICES INC.
By: ________
Name: Priya Narasimhan
Title: General Counsel
Date: ________
4100 Esperanza Boulevard, Suite 800 Austin, TX 78746
Enclosures: None
cc:
Angela Fontaine, Billing Partner, Calderwood & Harkness LLP Robert Jansen, Lead Associate, Calderwood & Harkness LLP Connor Whitfield, VP, Business Development, Brightfield Cloud Services Inc.
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION
Timekeeper Category | Hourly Rate Range
Partners | $875 – $1,050 per hour
Associates | $475 – $650 per hour
Paralegals / Legal Assistants | $250 – $350 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law 1700 Pacific Avenue, Suite 4200 Dallas, TX 75201 Tel: (214) 555-7800

VIA EMAIL AND FIRST-CLASS MAIL

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND COUNTERSIGNATURE

ACCEPTED AND AGREED:

BRIGHTFIELD CLOUD SERVICES INC.

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