1042-00005 · Lattimore, Parish & Keene LLP · Transaction Documents

term-sheet-executed.docx DOCUMENT M&A / Corporate

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NON-BINDING TERM SHEET — OEM RESELLER ARRANGEMENT

Brightfield Cloud Services Inc. / Vantage Industrial Solutions, LLC

December 19, 2025

Prepared by Calderwood & Harkness LLP on behalf of Brightfield Cloud Services Inc.

CONFIDENTIAL

This Term Sheet is non-binding and is intended solely to outline the principal commercial terms for discussion purposes. No party shall have any legal obligation arising from this Term Sheet except as expressly set forth in Section 14 (Exclusivity and Confidentiality) below.

Section 1: Parties

Licensor: Brightfield Cloud Services Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal offices located at 4100 Esperanza Boulevard, Suite 800, Austin, TX 78746 ("BCS").

BCS is a provider of the BrightEdge IoT platform, an integrated technology solution combining SaaS-based analytics, edge-computing firmware, and proprietary sensor hardware modules designed for industrial applications. The BrightEdge platform enables real-time data acquisition, predictive maintenance analytics, and operational intelligence for manufacturing, energy, and process-control environments.

Reseller: Vantage Industrial Solutions, LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal offices located at 7755 Commerce Park Drive, Solon, OH 44139 ("Vantage").

Vantage is a designer, manufacturer, and distributor of programmable logic controllers ("PLCs"), supervisory control and data acquisition ("SCADA") interfaces, and industrial automation hardware. Vantage sells its products to enterprise and mid-market manufacturers across North America and maintains an established distribution network and field-service organization serving a broad range of industrial verticals.

BCS and Vantage are referred to herein individually as a "Party" and collectively as the "Parties."

Section 2: Transaction Overview

The Parties propose to enter into an OEM Reseller Agreement (the "Definitive Agreement") whereby BCS, as licensor, would grant Vantage the right to embed BCS's proprietary BrightEdge IoT platform software and companion hardware modules into Vantage's existing and future product lines and to resell the resulting combined solution to end-users within the authorized territory on the terms and conditions described herein.

The contemplated arrangement is intended to leverage Vantage's established customer relationships and field-service infrastructure in the industrial automation market and BCS's technology leadership in IoT-enabled analytics and edge-computing firmware. By integrating the BrightEdge platform into Vantage's PLC and SCADA product offerings, the Parties believe they can deliver a differentiated, value-added solution to the North American manufacturing market.

The Parties intend to negotiate in good faith and to execute a Definitive Agreement reflecting the principal terms outlined in this Term Sheet, together with such additional terms, representations, warranties, covenants, and conditions as are customary for transactions of this nature.

Section 3: Licensed Technology

The technology to be licensed by BCS to Vantage under the Definitive Agreement (the "Licensed Technology") shall consist of the following components:

(a) BrightEdge SaaS Subscription Software. The cloud-hosted analytics and dashboard platform known as "BrightEdge," which provides end-users with real-time visualization, historical trend analysis, predictive maintenance algorithms, and configurable alerting capabilities accessible through a web-based interface and companion mobile applications.

(b) BrightEdge Edge Firmware. The embedded software loaded onto BCS hardware modules that enables local data acquisition, pre-processing, and edge-computing functionality at the device level, including protocol translation, data buffering, and secure communication with the BrightEdge SaaS platform.

(c) BCS Hardware Modules. BCS's proprietary sensor hardware modules, specifically the Model BE-400 (standard-density, 8-channel sensor module) and the Model BE-600 (high-density, 16-channel sensor module with integrated gateway functionality), including all associated connectors, enclosures, and mounting hardware.

All technical specifications, performance benchmarks, compatibility requirements, and form-factor details for each component of the Licensed Technology shall be set forth in one or more technical exhibits to be attached to the Definitive Agreement. BCS shall provide Vantage with current technical documentation, integration guides, and API specifications in connection with the negotiation of the Definitive Agreement to facilitate Vantage's integration planning.

Section 4: Territory

Authorized Territory. The territory in which Vantage shall be authorized to market, distribute, and resell the Licensed Technology under the Definitive Agreement shall be the United States of America and Canada (the "Territory").

Vantage shall not resell, distribute, market, promote, or otherwise make available the Licensed Technology, or any product incorporating the Licensed Technology, to any person or entity located outside the Territory without BCS's prior written consent. Any request by Vantage to expand the Territory shall be considered by BCS in good faith, and any such expansion shall be subject to mutually agreed commercial terms to be documented in an amendment to the Definitive Agreement.

Section 5: Exclusivity

Non-Exclusive Appointment. The reseller appointment contemplated by this Term Sheet shall be non-exclusive. BCS shall retain the right to appoint additional resellers, distributors, and channel partners within the Territory and to sell the Licensed Technology directly to end-users at its discretion, subject only to the limited exclusivity covenant described below.

Limited Exclusivity Covenant. During the initial three (3) year term of the Definitive Agreement (the "Initial Term"), BCS agrees that it shall not appoint more than four (4) additional OEM resellers authorized to embed and resell the Licensed Technology specifically within the industrial automation vertical in the Territory. For the avoidance of doubt, this means that during the Initial Term, a maximum of five (5) OEM resellers—Vantage plus up to four (4) others—shall hold appointments in the industrial automation vertical within the Territory.

The Limited Exclusivity Covenant described in this Section 5 shall not restrict or limit BCS's right to: (i) sell the Licensed Technology directly to end-users, whether in the industrial automation vertical or otherwise; (ii) appoint resellers, distributors, or channel partners in verticals other than industrial automation (including, without limitation, energy, utilities, transportation, and building management); or (iii) appoint OEM resellers outside the Territory. The scope and definition of "industrial automation vertical" shall be more precisely delineated in the Definitive Agreement.

Section 6: Term and Renewal

Initial Term. The Definitive Agreement shall have an initial term of three (3) years, commencing on the effective date of the Definitive Agreement (the "Effective Date") and expiring on the third anniversary thereof (the "Initial Term").

Renewal. Following the expiration of the Initial Term, the Definitive Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term," and together with the Initial Term, the "Term"), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days before the end of the then-current Initial Term or Renewal Term, as applicable.

Renewal MAC Escalation. Upon each renewal of the Definitive Agreement, the Minimum Annual Commitment (as defined in Section 7.1 below) applicable to the ensuing Renewal Term shall increase by four percent (4%) per annum over the Minimum Annual Commitment in effect for the immediately preceding contract year. By way of illustration:

The foregoing escalation schedule is provided for illustrative purposes and shall be set forth in detail in the Definitive Agreement.

Section 7: Financial Terms

7.1 Minimum Annual Commitment (MAC)

Vantage shall commit to purchase a minimum of Five Million Dollars ($5,000,000) per contract year in combined software license fees, software royalties, and hardware unit purchases during each year of the Initial Term (the "Minimum Annual Commitment" or "MAC"). The total minimum deal value over the Initial Term shall be Fifteen Million Dollars ($15,000,000) (i.e., $5,000,000 × 3 years). The MAC for any Renewal Term shall be subject to the escalation provisions set forth in Section 6 above.

7.2 Upfront License Fee

Vantage shall pay to BCS a non-refundable upfront license fee in the amount of Seven Hundred Fifty Thousand Dollars ($750,000) (the "Upfront License Fee"), payable within ten (10) business days of the execution and delivery of the Definitive Agreement. The Upfront License Fee shall be fully earned upon payment and shall not be refundable under any circumstances, including early termination of the Definitive Agreement.

The Upfront License Fee shall be credited against Vantage's Year 1 MAC obligation, such that Vantage's net remaining MAC obligation for the first contract year shall be Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) (i.e., $5,000,000 − $750,000 = $4,250,000).

7.3 Hardware Pricing

BCS shall supply the BCS Hardware Modules to Vantage at the following unit prices during the Initial Term:

All hardware shipments shall be made FOB Austin, TX (BCS's distribution facility). Title and risk of loss shall transfer to Vantage upon delivery of the hardware modules to the common carrier at BCS's Austin facility. Freight, insurance, and customs charges (if applicable for Canadian shipments) shall be borne by Vantage. Hardware pricing for any Renewal Term shall be subject to adjustment as agreed by the Parties in the Definitive Agreement, provided that BCS shall not increase hardware unit prices by more than a percentage to be negotiated in the Definitive Agreement in any given contract year.

7.4 Software Royalty

In consideration for the license to embed and resell the BrightEdge SaaS Subscription Software, Vantage shall pay BCS a software royalty equal to eighteen percent (18%) of Vantage's net resale price of the embedded SaaS subscription billed to each end-user (the "Software Royalty"). "Net resale price" shall mean the gross subscription fees invoiced by Vantage to the end-user, less any applicable sales taxes, refunds, and credits actually issued.

The Software Royalty shall be payable quarterly in arrears, within thirty (30) days following the end of each calendar quarter. Each royalty payment shall be accompanied by a detailed royalty report setting forth, at a minimum, the number of active end-user subscriptions, the gross and net subscription fees billed during the quarter, and the calculation of the royalty amount owed.

7.5 MAC Shortfall Payment

If Vantage's aggregate purchases of Licensed Technology (including hardware unit purchases, software royalties, and the Upfront License Fee credit) in any contract year fall below the applicable MAC for such year, Vantage shall pay BCS the amount of the shortfall (the "MAC Shortfall Payment") within forty-five (45) days following the end of the applicable contract year. The MAC Shortfall Payment shall be in addition to, and not in lieu of, any amounts otherwise payable under the Definitive Agreement.

By way of example: if Vantage's aggregate purchases in Year 1 total Four Million One Hundred Thousand Dollars ($4,100,000), the MAC Shortfall Payment for Year 1 would be Nine Hundred Thousand Dollars ($900,000) (i.e., $5,000,000 − $4,100,000 = $900,000).

7.6 Volume discount

In recognition of Vantage's potential for above-commitment purchasing levels, BCS shall grant Vantage a volume discount on hardware purchases in the event that Vantage's aggregate annual purchases of Licensed Technology exceed Seven Million Five Hundred Thousand Dollars ($7,500,000) in any given contract year. Specifically, BCS will apply a six percent (6%) discount to all hardware unit purchases above the $7,500,000 threshold in such contract year. The volume discount shall apply to hardware purchases only and shall not reduce or offset Software Royalty obligations.

7.7 Payment Terms

All invoices issued under the Definitive Agreement shall be due and payable net thirty (30) days from the date of invoice. Payments shall be made in United States Dollars by wire transfer of immediately available funds to an account designated by BCS.

Late payments shall accrue interest at a rate equal to the lesser of: (i) one and one-half percent (1.5%) per month (18% per annum), compounded monthly; or (ii) the maximum rate of interest permitted under the laws of the State of Delaware. The assessment of late-payment interest shall not constitute a waiver of any other rights or remedies available to BCS under the Definitive Agreement or at law or in equity.

Section 8: Intellectual Property Ownership

BCS shall retain all right, title, and interest in and to the BrightEdge platform, including all SaaS software, edge firmware, hardware designs, schematics, algorithms, data models, application programming interfaces, documentation, and all improvements, modifications, derivative works, and enhancements thereto, whether developed by BCS independently or in connection with the arrangement contemplated by this Term Sheet.

BCS shall further retain all right, title, and interest in and to all trademarks, service marks, trade names, logos, and other source identifiers associated with the BrightEdge platform, including the "BrightEdge" mark and the BCS corporate logo (collectively, the "BCS Marks"), together with all goodwill associated therewith.

No transfer of intellectual property ownership from BCS to Vantage is contemplated by this Term Sheet or the proposed transaction. Vantage shall acquire no rights in the Licensed Technology or the BCS Marks except as expressly granted under the Definitive Agreement. Any intellectual property developed by BCS during the Term in connection with the Licensed Technology shall be and remain the sole and exclusive property of BCS.

The Definitive Agreement shall contain customary provisions addressing ownership of any improvements, modifications, or adaptations developed by either Party or jointly by the Parties during the Term, including appropriate assignment and license-back provisions as mutually agreed.

Section 9: Trademark License

In connection with Vantage's authorized marketing and resale of the Licensed Technology within the Territory, BCS shall grant Vantage a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the BCS Marks solely for the purpose of marketing, promoting, and reselling the Licensed Technology to end-users in the Territory in accordance with the terms and conditions of the Definitive Agreement (the "Trademark License").

Vantage's use of the BCS Marks under the Trademark License shall at all times be subject to and in compliance with BCS's brand-use guidelines, trademark usage policies, and quality-control standards, which shall be set forth in an exhibit to the Definitive Agreement and may be updated by BCS from time to time upon reasonable prior notice to Vantage. Vantage acknowledges that its use of the BCS Marks shall inure to the benefit of BCS, and Vantage shall not at any time challenge or contest the validity of the BCS Marks or BCS's ownership thereof.

The Trademark License shall terminate automatically upon expiration or termination of the Definitive Agreement, and Vantage shall promptly cease all use of the BCS Marks following such expiration or termination, subject to a reasonable wind-down period to be agreed in the Definitive Agreement.

Section 10: Source Code Escrow

To provide Vantage with business continuity protections with respect to the BrightEdge platform, BCS shall deposit the source code for the BrightEdge platform (commencing with platform version 4.2 and including all subsequent updates, patches, and new releases delivered during the Term) with a mutually agreed-upon independent escrow agent under a three-party escrow agreement among BCS, Vantage, and the escrow agent (the "Escrow Agreement").

The Parties propose that the escrow agent for such arrangement shall be Pinnacle Escrow Services, Inc., located at 2300 Clarendon Boulevard, Suite 410, Arlington, VA 22201, subject to the mutual agreement of the Parties and the execution of a satisfactory Escrow Agreement. BCS shall bear the initial setup costs of the escrow arrangement, and the Parties shall share equally the ongoing annual maintenance fees charged by the escrow agent.

Release of the escrowed source code to Vantage shall be limited to the following conditions (the "Release Conditions"), each of which shall be more precisely defined and documented in the Escrow Agreement and the Definitive Agreement:

(a) BCS ceases business operations or otherwise winds down its affairs (other than in connection with a merger, acquisition, or reorganization in which the acquiring or surviving entity assumes BCS's obligations under the Definitive Agreement);

(b) BCS files a voluntary petition for bankruptcy or is the subject of an involuntary petition for bankruptcy that is not dismissed within sixty (60) days, or BCS makes a general assignment for the benefit of creditors, or a receiver, trustee, or liquidator is appointed for a substantial portion of BCS's assets; or

(c) BCS materially fails to maintain, support, or update the BrightEdge platform software for a period of more than one hundred twenty (120) consecutive days after written notice from Vantage specifying such failure in reasonable detail and demanding cure.

The specific terms, conditions, verification procedures, and dispute resolution mechanisms governing the source code escrow arrangement, including the scope of the license granted to Vantage upon any release of the escrowed source code, shall be negotiated and documented in the Definitive Agreement and the Escrow Agreement.

Section 11: Indemnification and Limitation of Liability

11.1 IP Indemnity

BCS shall defend, indemnify, and hold harmless Vantage and its officers, directors, members, managers, employees, agents, successors, and permitted assigns from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or relating to any allegation that the Licensed Technology, as provided by BCS and used by Vantage in accordance with the Definitive Agreement, infringes or misappropriates any United States or Canadian patent, copyright, or trade secret (each, an "IP Claim").

BCS's aggregate liability under its IP indemnification obligation shall be capped at Fifteen Million Dollars ($15,000,000), which represents one hundred percent (100%) of the total deal value over the Initial Term.

The Definitive Agreement shall contain customary provisions addressing BCS's rights and obligations in connection with the defense of IP Claims, including BCS's right to control the defense and settlement of such claims, Vantage's obligation to provide prompt notice and reasonable cooperation, and BCS's remedial options in the event the Licensed Technology is found to infringe (including modification, replacement, or procurement of appropriate licenses).

11.2 Product Liability Indemnity

Vantage shall defend, indemnify, and hold harmless BCS and its officers, directors, stockholders, employees, agents, successors, and permitted assigns from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or relating to Vantage's integration, customization, marketing, sale, distribution, or resale of the combined product incorporating the Licensed Technology, including any warranty claims, product liability claims, or personal injury or property damage claims made by end-users or other third parties in connection with the combined product.

For the avoidance of doubt, Vantage's product liability indemnification obligation shall not extend to claims that are solely attributable to defects in the Licensed Technology as provided by BCS (which shall be addressed under BCS's IP indemnity or under separate warranty provisions in the Definitive Agreement).

11.3 General Liability Cap

Except with respect to (i) each Party's IP indemnification obligations under Section 11.1, (ii) liability arising from a Party's willful misconduct or fraud, and (iii) liability arising from a Party's breach of its confidentiality obligations, each Party's total aggregate liability to the other Party for all claims arising under or in connection with the Definitive Agreement shall not exceed Seven Million Five Hundred Thousand Dollars ($7,500,000), which represents fifty percent (50%) of the total deal value over the Initial Term.

11.4 Consequential Damages Waiver

Neither Party shall be liable to the other Party for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or in connection with the Definitive Agreement, including damages for lost profits, lost revenue, loss of goodwill, business interruption, or loss of data, regardless of whether such damages are based on contract, tort, strict liability, or any other theory, and regardless of whether such Party has been advised of the possibility of such damages.

The foregoing mutual exclusion of consequential damages shall not apply to: (a) breaches of a Party's confidentiality obligations under the Definitive Agreement; (b) BCS's IP indemnification obligations under Section 11.1; or (c) damages arising from a Party's willful misconduct or fraud.

Section 12: Termination

Termination for Cause. Either Party may terminate the Definitive Agreement upon written notice to the other Party in the event of a material breach of the Definitive Agreement by such other Party, provided that the breaching Party shall have a period of thirty (30) days following receipt of written notice specifying the breach in reasonable detail to cure such breach. In the case of a payment default (i.e., failure to make any payment when due under the Definitive Agreement), the cure period shall be fifteen (15) days from receipt of written notice. If the breach is not cured within the applicable cure period, the non-breaching Party may terminate the Definitive Agreement immediately upon written notice to the breaching Party.

Termination for Convenience. Either Party may terminate the Definitive Agreement without cause at any time after the first anniversary of the Effective Date upon one hundred eighty (180) days' prior written notice to the other Party. In the event of termination for convenience by either Party, Vantage shall remain obligated to pay any outstanding MAC Shortfall Payment calculated on a pro rata basis through the effective date of termination, together with all other amounts accrued and owing as of such date.

The Definitive Agreement shall contain customary provisions addressing the rights and obligations of the Parties following expiration or termination, including provisions relating to wind-down of resale activities, return or destruction of confidential information, survival of certain obligations (including indemnification, confidentiality, and payment obligations), and post-termination transition assistance.

Section 13: Insurance Requirements

Each Party shall maintain, at its own expense, the following minimum insurance coverages throughout the Term of the Definitive Agreement:

BCS:

(a) Commercial general liability insurance with limits of not less than Five Million Dollars ($5,000,000) per occurrence and in the aggregate, covering bodily injury, property damage, and personal and advertising injury.

(b) Technology errors and omissions insurance (including cyber liability coverage) with limits of not less than Ten Million Dollars ($10,000,000) per claim and in the aggregate, covering claims arising from errors, omissions, or negligent acts in the provision of the Licensed Technology.

Vantage:

(b) Product liability insurance with limits of not less than Ten Million Dollars ($10,000,000) in the aggregate, covering claims arising from the design, manufacture, distribution, and sale of products incorporating the Licensed Technology.

Each Party shall name the other Party as an additional insured on its commercial general liability policy and shall provide certificates of insurance evidencing the required coverages upon request. Each Party shall provide the other Party with not less than thirty (30) days' prior written notice of any material change in, cancellation of, or non-renewal of any required insurance coverage.

Section 14: Exclusivity and Confidentiality (Binding Provisions)

This Section 14 constitutes a binding obligation of the Parties, enforceable in accordance with its terms, notwithstanding the non-binding nature of the remainder of this Term Sheet. The Parties acknowledge and agree that this Section 14 is supported by adequate consideration, including the mutual promises and undertakings set forth herein, and is intended to be legally binding upon execution of this Term Sheet.

Exclusivity Period. From the date hereof through January 31, 2026 (or, if earlier, the date of execution and delivery of the Definitive Agreement) (the "Exclusivity Period"), neither Party shall, directly or indirectly, solicit, initiate, encourage, negotiate, or enter into any agreement, arrangement, or understanding with any third party for:

(a) with respect to BCS, a substantially similar OEM reseller arrangement for the Licensed Technology in the industrial automation vertical within the Territory; or

(b) with respect to Vantage, the embedding, integration, or OEM resale of a competing IoT platform (i.e., any third-party IoT analytics, edge-computing, or sensor platform that is substantially similar in functionality to the BrightEdge platform) in connection with Vantage's product lines.

Each Party shall promptly notify the other Party if it receives any unsolicited inquiry, proposal, or expression of interest from a third party that would, if pursued, be inconsistent with the exclusivity obligations set forth in this Section 14.

Confidentiality. Each Party shall keep the existence and terms of this Term Sheet and all related negotiations, discussions, correspondence, and materials exchanged between the Parties in connection with the proposed transaction strictly confidential, and shall not disclose the same to any third party without the prior written consent of the other Party. The foregoing confidentiality obligations are subject to the following customary exceptions:

(a) disclosures to a Party's legal counsel, financial advisors, accountants, and other professional advisors who have a need to know such information in connection with the proposed transaction and who are bound by professional or contractual obligations of confidentiality;

(b) disclosures required by applicable law, regulation, or order of a court or governmental authority of competent jurisdiction, provided that the disclosing Party shall, to the extent legally permissible, provide the other Party with prompt prior written notice of such required disclosure and cooperate with the other Party in seeking a protective order or other appropriate remedy; and

(c) disclosures permitted under the terms of the existing Non-Disclosure Agreement between the Parties dated September 3, 2025.

The confidentiality obligations set forth in this Section 14 shall survive the expiration or termination of this Term Sheet for a period of two (2) years.

Section 15: Governing Law

The Definitive Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to the Definitive Agreement, or the breach, termination, or invalidity thereof, shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect, seated in Wilmington, Delaware. The arbitration shall be conducted by a panel of three (3) arbitrators, each of whom shall have substantial experience in commercial technology transactions. The language of the arbitration shall be English. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction.

For disputes in which the amount in controversy is less than Five Hundred Thousand Dollars ($500,000), the arbitration shall be conducted under the AAA's Expedited Procedures, with a single arbitrator and an accelerated procedural schedule. The Parties agree that the arbitrator(s) shall have no authority to award punitive or exemplary damages except to the extent expressly permitted by the Definitive Agreement.

Section 16: Definitive Agreement

The Parties shall use commercially reasonable efforts to negotiate and execute a Definitive Agreement reflecting the terms set forth in this Term Sheet, together with such additional terms, representations, warranties, covenants, conditions, exhibits, and schedules as are customary for commercial transactions of this nature and as may be mutually agreed by the Parties and their respective counsel.

The Parties intend to complete the negotiation and execution of the Definitive Agreement within approximately sixty (60) days of the date of this Term Sheet, with a target execution date to be determined by the Parties in the course of negotiations.

Calderwood & Harkness LLP, 1700 Pacific Avenue, Suite 4200, Dallas, TX 75201, shall prepare the initial draft of the Definitive Agreement on behalf of BCS.

Vantage's outside counsel for the proposed transaction is Lattimore, Parish & Keene LLP, 600 Superior Avenue East, Suite 1700, Cleveland, OH 44114.

Section 17: Expenses

Each Party shall bear its own costs and expenses (including attorneys' fees, accountants' fees, advisor fees, and all other professional fees and out-of-pocket expenses) incurred in connection with the negotiation, preparation, and documentation of this Term Sheet, the Definitive Agreement, and the transactions contemplated hereby and thereby. Neither Party shall have any claim against the other Party for reimbursement of such costs and expenses, regardless of whether the Definitive Agreement is executed.

Section 18: Miscellaneous

Non-Binding Nature. Except for Section 14 (Exclusivity and Confidentiality), Section 15 (Governing Law), Section 17 (Expenses), and this Section 18, this Term Sheet does not constitute a binding agreement and no Party shall have any legal obligation hereunder. No Party shall have any liability to the other Party for any failure to negotiate or execute the Definitive Agreement, and no course of dealing between the Parties shall be construed as creating any binding obligation not expressly set forth in the binding provisions of this Term Sheet.

Counterparts. This Term Sheet may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Amendments. No amendment, modification, supplement, or waiver of any provision of this Term Sheet shall be effective unless it is in writing and signed by authorized representatives of both Parties.

No Third-Party Beneficiaries. Nothing in this Term Sheet, express or implied, is intended to or shall confer upon any person other than the Parties (and their respective successors and permitted assigns) any rights, remedies, obligations, or liabilities.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have caused this Non-Binding Term Sheet to be executed by their duly authorized representatives as of the date first written above.

BRIGHTFIELD CLOUD SERVICES INC.

By: ________

Name: Connor Whitfield

Title: Vice President, Business Development

Date: December 19, 2025

VANTAGE INDUSTRIAL SOLUTIONS, LLC

By: ________

Name: Derek Yun

Title: Vice President, Supply Chain & Procurement

Date: December 19, 2025

Prepared by Calderwood & Harkness LLP, 1700 Pacific Avenue, Suite 4200, Dallas, TX 75201 C&H Engagement No. 1042-00005

Contract Year	Period	Minimum Annual Commitment
Year 1	Initial Term — Year 1	$5,000,000
Year 2	Initial Term — Year 2	$5,000,000
Year 3	Initial Term — Year 3	$5,000,000
Year 4	Renewal Term 1	$5,200,000
Year 5	Renewal Term 2	$5,408,000
Year 6	Renewal Term 3	$5,624,320
Model	Description	Unit Price
BE-400	Standard-density 8-channel sensor module	$185.00
BE-600	High-density 16-channel sensor module with integrated gateway	$340.00

NON-BINDING TERM SHEET — OEM RESELLER ARRANGEMENT
Brightfield Cloud Services Inc. / Vantage Industrial Solutions, LLC
December 19, 2025
Prepared by Calderwood & Harkness LLP on behalf of Brightfield Cloud Services Inc.
CONFIDENTIAL
This Term Sheet is non-binding and is intended solely to outline the principal commercial terms for discussion purposes. No party shall have any legal obligation arising from this Term Sheet except as expressly set forth in Section 14 (Exclusivity and Confidentiality) below.
Section 1: Parties
Licensor: Brightfield Cloud Services Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal offices located at 4100 Esperanza Boulevard, Suite 800, Austin, TX 78746 ("BCS").
BCS is a provider of the BrightEdge IoT platform, an integrated technology solution combining SaaS-based analytics, edge-computing firmware, and proprietary sensor hardware modules designed for industrial applications. The BrightEdge platform enables real-time data acquisition, predictive maintenance analytics, and operational intelligence for manufacturing, energy, and process-control environments.
Reseller: Vantage Industrial Solutions, LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal offices located at 7755 Commerce Park Drive, Solon, OH 44139 ("Vantage").
Vantage is a designer, manufacturer, and distributor of programmable logic controllers ("PLCs"), supervisory control and data acquisition ("SCADA") interfaces, and industrial automation hardware. Vantage sells its products to enterprise and mid-market manufacturers across North America and maintains an established distribution network and field-service organization serving a broad range of industrial verticals.
BCS and Vantage are referred to herein individually as a "Party" and collectively as the "Parties."
Section 2: Transaction Overview
The Parties propose to enter into an OEM Reseller Agreement (the "Definitive Agreement") whereby BCS, as licensor, would grant Vantage the right to embed BCS's proprietary BrightEdge IoT platform software and companion hardware modules into Vantage's existing and future product lines and to resell the resulting combined solution to end-users within the authorized territory on the terms and conditions described herein.
The contemplated arrangement is intended to leverage Vantage's established customer relationships and field-service infrastructure in the industrial automation market and BCS's technology leadership in IoT-enabled analytics and edge-computing firmware. By integrating the BrightEdge platform into Vantage's PLC and SCADA product offerings, the Parties believe they can deliver a differentiated, value-added solution to the North American manufacturing market.
The Parties intend to negotiate in good faith and to execute a Definitive Agreement reflecting the principal terms outlined in this Term Sheet, together with such additional terms, representations, warranties, covenants, and conditions as are customary for transactions of this nature.
Section 3: Licensed Technology
The technology to be licensed by BCS to Vantage under the Definitive Agreement (the "Licensed Technology") shall consist of the following components:
(a) BrightEdge SaaS Subscription Software. The cloud-hosted analytics and dashboard platform known as "BrightEdge," which provides end-users with real-time visualization, historical trend analysis, predictive maintenance algorithms, and configurable alerting capabilities accessible through a web-based interface and companion mobile applications.
(b) BrightEdge Edge Firmware. The embedded software loaded onto BCS hardware modules that enables local data acquisition, pre-processing, and edge-computing functionality at the device level, including protocol translation, data buffering, and secure communication with the BrightEdge SaaS platform.
(c) BCS Hardware Modules. BCS's proprietary sensor hardware modules, specifically the Model BE-400 (standard-density, 8-channel sensor module) and the Model BE-600 (high-density, 16-channel sensor module with integrated gateway functionality), including all associated connectors, enclosures, and mounting hardware.
All technical specifications, performance benchmarks, compatibility requirements, and form-factor details for each component of the Licensed Technology shall be set forth in one or more technical exhibits to be attached to the Definitive Agreement. BCS shall provide Vantage with current technical documentation, integration guides, and API specifications in connection with the negotiation of the Definitive Agreement to facilitate Vantage's integration planning.
Section 4: Territory
Authorized Territory. The territory in which Vantage shall be authorized to market, distribute, and resell the Licensed Technology under the Definitive Agreement shall be the United States of America and Canada (the "Territory").
Vantage shall not resell, distribute, market, promote, or otherwise make available the Licensed Technology, or any product incorporating the Licensed Technology, to any person or entity located outside the Territory without BCS's prior written consent. Any request by Vantage to expand the Territory shall be considered by BCS in good faith, and any such expansion shall be subject to mutually agreed commercial terms to be documented in an amendment to the Definitive Agreement.
Section 5: Exclusivity
Non-Exclusive Appointment. The reseller appointment contemplated by this Term Sheet shall be non-exclusive. BCS shall retain the right to appoint additional resellers, distributors, and channel partners within the Territory and to sell the Licensed Technology directly to end-users at its discretion, subject only to the limited exclusivity covenant described below.
Limited Exclusivity Covenant. During the initial three (3) year term of the Definitive Agreement (the "Initial Term"), BCS agrees that it shall not appoint more than four (4) additional OEM resellers authorized to embed and resell the Licensed Technology specifically within the industrial automation vertical in the Territory. For the avoidance of doubt, this means that during the Initial Term, a maximum of five (5) OEM resellers—Vantage plus up to four (4) others—shall hold appointments in the industrial automation vertical within the Territory.
The Limited Exclusivity Covenant described in this Section 5 shall not restrict or limit BCS's right to: (i) sell the Licensed Technology directly to end-users, whether in the industrial automation vertical or otherwise; (ii) appoint resellers, distributors, or channel partners in verticals other than industrial automation (including, without limitation, energy, utilities, transportation, and building management); or (iii) appoint OEM resellers outside the Territory. The scope and definition of "industrial automation vertical" shall be more precisely delineated in the Definitive Agreement.
Section 6: Term and Renewal
Initial Term. The Definitive Agreement shall have an initial term of three (3) years, commencing on the effective date of the Definitive Agreement (the "Effective Date") and expiring on the third anniversary thereof (the "Initial Term").
Renewal. Following the expiration of the Initial Term, the Definitive Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term," and together with the Initial Term, the "Term"), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days before the end of the then-current Initial Term or Renewal Term, as applicable.
Renewal MAC Escalation. Upon each renewal of the Definitive Agreement, the Minimum Annual Commitment (as defined in Section 7.1 below) applicable to the ensuing Renewal Term shall increase by four percent (4%) per annum over the Minimum Annual Commitment in effect for the immediately preceding contract year. By way of illustration:
The foregoing escalation schedule is provided for illustrative purposes and shall be set forth in detail in the Definitive Agreement.
Section 7: Financial Terms
7.1 Minimum Annual Commitment (MAC)
Vantage shall commit to purchase a minimum of Five Million Dollars ($5,000,000) per contract year in combined software license fees, software royalties, and hardware unit purchases during each year of the Initial Term (the "Minimum Annual Commitment" or "MAC"). The total minimum deal value over the Initial Term shall be Fifteen Million Dollars ($15,000,000) (i.e., $5,000,000 × 3 years). The MAC for any Renewal Term shall be subject to the escalation provisions set forth in Section 6 above.
7.2 Upfront License Fee
Vantage shall pay to BCS a non-refundable upfront license fee in the amount of Seven Hundred Fifty Thousand Dollars ($750,000) (the "Upfront License Fee"), payable within ten (10) business days of the execution and delivery of the Definitive Agreement. The Upfront License Fee shall be fully earned upon payment and shall not be refundable under any circumstances, including early termination of the Definitive Agreement.
The Upfront License Fee shall be credited against Vantage's Year 1 MAC obligation, such that Vantage's net remaining MAC obligation for the first contract year shall be Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) (i.e., $5,000,000 − $750,000 = $4,250,000).
7.3 Hardware Pricing
BCS shall supply the BCS Hardware Modules to Vantage at the following unit prices during the Initial Term:
All hardware shipments shall be made FOB Austin, TX (BCS's distribution facility). Title and risk of loss shall transfer to Vantage upon delivery of the hardware modules to the common carrier at BCS's Austin facility. Freight, insurance, and customs charges (if applicable for Canadian shipments) shall be borne by Vantage. Hardware pricing for any Renewal Term shall be subject to adjustment as agreed by the Parties in the Definitive Agreement, provided that BCS shall not increase hardware unit prices by more than a percentage to be negotiated in the Definitive Agreement in any given contract year.
7.4 Software Royalty
In consideration for the license to embed and resell the BrightEdge SaaS Subscription Software, Vantage shall pay BCS a software royalty equal to eighteen percent (18%) of Vantage's net resale price of the embedded SaaS subscription billed to each end-user (the "Software Royalty"). "Net resale price" shall mean the gross subscription fees invoiced by Vantage to the end-user, less any applicable sales taxes, refunds, and credits actually issued.
The Software Royalty shall be payable quarterly in arrears, within thirty (30) days following the end of each calendar quarter. Each royalty payment shall be accompanied by a detailed royalty report setting forth, at a minimum, the number of active end-user subscriptions, the gross and net subscription fees billed during the quarter, and the calculation of the royalty amount owed.
7.5 MAC Shortfall Payment
If Vantage's aggregate purchases of Licensed Technology (including hardware unit purchases, software royalties, and the Upfront License Fee credit) in any contract year fall below the applicable MAC for such year, Vantage shall pay BCS the amount of the shortfall (the "MAC Shortfall Payment") within forty-five (45) days following the end of the applicable contract year. The MAC Shortfall Payment shall be in addition to, and not in lieu of, any amounts otherwise payable under the Definitive Agreement.
By way of example: if Vantage's aggregate purchases in Year 1 total Four Million One Hundred Thousand Dollars ($4,100,000), the MAC Shortfall Payment for Year 1 would be Nine Hundred Thousand Dollars ($900,000) (i.e., $5,000,000 − $4,100,000 = $900,000).
7.6 Volume discount
In recognition of Vantage's potential for above-commitment purchasing levels, BCS shall grant Vantage a volume discount on hardware purchases in the event that Vantage's aggregate annual purchases of Licensed Technology exceed Seven Million Five Hundred Thousand Dollars ($7,500,000) in any given contract year. Specifically, BCS will apply a six percent (6%) discount to all hardware unit purchases above the $7,500,000 threshold in such contract year. The volume discount shall apply to hardware purchases only and shall not reduce or offset Software Royalty obligations.
7.7 Payment Terms
All invoices issued under the Definitive Agreement shall be due and payable net thirty (30) days from the date of invoice. Payments shall be made in United States Dollars by wire transfer of immediately available funds to an account designated by BCS.
Late payments shall accrue interest at a rate equal to the lesser of: (i) one and one-half percent (1.5%) per month (18% per annum), compounded monthly; or (ii) the maximum rate of interest permitted under the laws of the State of Delaware. The assessment of late-payment interest shall not constitute a waiver of any other rights or remedies available to BCS under the Definitive Agreement or at law or in equity.
Section 8: Intellectual Property Ownership
BCS shall retain all right, title, and interest in and to the BrightEdge platform, including all SaaS software, edge firmware, hardware designs, schematics, algorithms, data models, application programming interfaces, documentation, and all improvements, modifications, derivative works, and enhancements thereto, whether developed by BCS independently or in connection with the arrangement contemplated by this Term Sheet.
BCS shall further retain all right, title, and interest in and to all trademarks, service marks, trade names, logos, and other source identifiers associated with the BrightEdge platform, including the "BrightEdge" mark and the BCS corporate logo (collectively, the "BCS Marks"), together with all goodwill associated therewith.
No transfer of intellectual property ownership from BCS to Vantage is contemplated by this Term Sheet or the proposed transaction. Vantage shall acquire no rights in the Licensed Technology or the BCS Marks except as expressly granted under the Definitive Agreement. Any intellectual property developed by BCS during the Term in connection with the Licensed Technology shall be and remain the sole and exclusive property of BCS.
The Definitive Agreement shall contain customary provisions addressing ownership of any improvements, modifications, or adaptations developed by either Party or jointly by the Parties during the Term, including appropriate assignment and license-back provisions as mutually agreed.
Section 9: Trademark License
In connection with Vantage's authorized marketing and resale of the Licensed Technology within the Territory, BCS shall grant Vantage a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the BCS Marks solely for the purpose of marketing, promoting, and reselling the Licensed Technology to end-users in the Territory in accordance with the terms and conditions of the Definitive Agreement (the "Trademark License").
Vantage's use of the BCS Marks under the Trademark License shall at all times be subject to and in compliance with BCS's brand-use guidelines, trademark usage policies, and quality-control standards, which shall be set forth in an exhibit to the Definitive Agreement and may be updated by BCS from time to time upon reasonable prior notice to Vantage. Vantage acknowledges that its use of the BCS Marks shall inure to the benefit of BCS, and Vantage shall not at any time challenge or contest the validity of the BCS Marks or BCS's ownership thereof.
The Trademark License shall terminate automatically upon expiration or termination of the Definitive Agreement, and Vantage shall promptly cease all use of the BCS Marks following such expiration or termination, subject to a reasonable wind-down period to be agreed in the Definitive Agreement.
Section 10: Source Code Escrow
To provide Vantage with business continuity protections with respect to the BrightEdge platform, BCS shall deposit the source code for the BrightEdge platform (commencing with platform version 4.2 and including all subsequent updates, patches, and new releases delivered during the Term) with a mutually agreed-upon independent escrow agent under a three-party escrow agreement among BCS, Vantage, and the escrow agent (the "Escrow Agreement").
The Parties propose that the escrow agent for such arrangement shall be Pinnacle Escrow Services, Inc., located at 2300 Clarendon Boulevard, Suite 410, Arlington, VA 22201, subject to the mutual agreement of the Parties and the execution of a satisfactory Escrow Agreement. BCS shall bear the initial setup costs of the escrow arrangement, and the Parties shall share equally the ongoing annual maintenance fees charged by the escrow agent.
Release of the escrowed source code to Vantage shall be limited to the following conditions (the "Release Conditions"), each of which shall be more precisely defined and documented in the Escrow Agreement and the Definitive Agreement:
(a) BCS ceases business operations or otherwise winds down its affairs (other than in connection with a merger, acquisition, or reorganization in which the acquiring or surviving entity assumes BCS's obligations under the Definitive Agreement);
(b) BCS files a voluntary petition for bankruptcy or is the subject of an involuntary petition for bankruptcy that is not dismissed within sixty (60) days, or BCS makes a general assignment for the benefit of creditors, or a receiver, trustee, or liquidator is appointed for a substantial portion of BCS's assets; or
(c) BCS materially fails to maintain, support, or update the BrightEdge platform software for a period of more than one hundred twenty (120) consecutive days after written notice from Vantage specifying such failure in reasonable detail and demanding cure.
The specific terms, conditions, verification procedures, and dispute resolution mechanisms governing the source code escrow arrangement, including the scope of the license granted to Vantage upon any release of the escrowed source code, shall be negotiated and documented in the Definitive Agreement and the Escrow Agreement.
Section 11: Indemnification and Limitation of Liability
11.1 IP Indemnity
BCS shall defend, indemnify, and hold harmless Vantage and its officers, directors, members, managers, employees, agents, successors, and permitted assigns from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or relating to any allegation that the Licensed Technology, as provided by BCS and used by Vantage in accordance with the Definitive Agreement, infringes or misappropriates any United States or Canadian patent, copyright, or trade secret (each, an "IP Claim").
BCS's aggregate liability under its IP indemnification obligation shall be capped at Fifteen Million Dollars ($15,000,000), which represents one hundred percent (100%) of the total deal value over the Initial Term.
The Definitive Agreement shall contain customary provisions addressing BCS's rights and obligations in connection with the defense of IP Claims, including BCS's right to control the defense and settlement of such claims, Vantage's obligation to provide prompt notice and reasonable cooperation, and BCS's remedial options in the event the Licensed Technology is found to infringe (including modification, replacement, or procurement of appropriate licenses).
11.2 Product Liability Indemnity
Vantage shall defend, indemnify, and hold harmless BCS and its officers, directors, stockholders, employees, agents, successors, and permitted assigns from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or relating to Vantage's integration, customization, marketing, sale, distribution, or resale of the combined product incorporating the Licensed Technology, including any warranty claims, product liability claims, or personal injury or property damage claims made by end-users or other third parties in connection with the combined product.
For the avoidance of doubt, Vantage's product liability indemnification obligation shall not extend to claims that are solely attributable to defects in the Licensed Technology as provided by BCS (which shall be addressed under BCS's IP indemnity or under separate warranty provisions in the Definitive Agreement).
11.3 General Liability Cap
Except with respect to (i) each Party's IP indemnification obligations under Section 11.1, (ii) liability arising from a Party's willful misconduct or fraud, and (iii) liability arising from a Party's breach of its confidentiality obligations, each Party's total aggregate liability to the other Party for all claims arising under or in connection with the Definitive Agreement shall not exceed Seven Million Five Hundred Thousand Dollars ($7,500,000), which represents fifty percent (50%) of the total deal value over the Initial Term.
11.4 Consequential Damages Waiver
Neither Party shall be liable to the other Party for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or in connection with the Definitive Agreement, including damages for lost profits, lost revenue, loss of goodwill, business interruption, or loss of data, regardless of whether such damages are based on contract, tort, strict liability, or any other theory, and regardless of whether such Party has been advised of the possibility of such damages.
The foregoing mutual exclusion of consequential damages shall not apply to: (a) breaches of a Party's confidentiality obligations under the Definitive Agreement; (b) BCS's IP indemnification obligations under Section 11.1; or (c) damages arising from a Party's willful misconduct or fraud.
Section 12: Termination
Termination for Cause. Either Party may terminate the Definitive Agreement upon written notice to the other Party in the event of a material breach of the Definitive Agreement by such other Party, provided that the breaching Party shall have a period of thirty (30) days following receipt of written notice specifying the breach in reasonable detail to cure such breach. In the case of a payment default (i.e., failure to make any payment when due under the Definitive Agreement), the cure period shall be fifteen (15) days from receipt of written notice. If the breach is not cured within the applicable cure period, the non-breaching Party may terminate the Definitive Agreement immediately upon written notice to the breaching Party.
Termination for Convenience. Either Party may terminate the Definitive Agreement without cause at any time after the first anniversary of the Effective Date upon one hundred eighty (180) days' prior written notice to the other Party. In the event of termination for convenience by either Party, Vantage shall remain obligated to pay any outstanding MAC Shortfall Payment calculated on a pro rata basis through the effective date of termination, together with all other amounts accrued and owing as of such date.
The Definitive Agreement shall contain customary provisions addressing the rights and obligations of the Parties following expiration or termination, including provisions relating to wind-down of resale activities, return or destruction of confidential information, survival of certain obligations (including indemnification, confidentiality, and payment obligations), and post-termination transition assistance.
Section 13: Insurance Requirements
Each Party shall maintain, at its own expense, the following minimum insurance coverages throughout the Term of the Definitive Agreement:
BCS:
(a) Commercial general liability insurance with limits of not less than Five Million Dollars ($5,000,000) per occurrence and in the aggregate, covering bodily injury, property damage, and personal and advertising injury.
(b) Technology errors and omissions insurance (including cyber liability coverage) with limits of not less than Ten Million Dollars ($10,000,000) per claim and in the aggregate, covering claims arising from errors, omissions, or negligent acts in the provision of the Licensed Technology.
Vantage:
(a) Commercial general liability insurance with limits of not less than Five Million Dollars ($5,000,000) per occurrence and in the aggregate, covering bodily injury, property damage, and personal and advertising injury.
(b) Product liability insurance with limits of not less than Ten Million Dollars ($10,000,000) in the aggregate, covering claims arising from the design, manufacture, distribution, and sale of products incorporating the Licensed Technology.
Each Party shall name the other Party as an additional insured on its commercial general liability policy and shall provide certificates of insurance evidencing the required coverages upon request. Each Party shall provide the other Party with not less than thirty (30) days' prior written notice of any material change in, cancellation of, or non-renewal of any required insurance coverage.
Section 14: Exclusivity and Confidentiality (Binding Provisions)
This Section 14 constitutes a binding obligation of the Parties, enforceable in accordance with its terms, notwithstanding the non-binding nature of the remainder of this Term Sheet. The Parties acknowledge and agree that this Section 14 is supported by adequate consideration, including the mutual promises and undertakings set forth herein, and is intended to be legally binding upon execution of this Term Sheet.
Exclusivity Period. From the date hereof through January 31, 2026 (or, if earlier, the date of execution and delivery of the Definitive Agreement) (the "Exclusivity Period"), neither Party shall, directly or indirectly, solicit, initiate, encourage, negotiate, or enter into any agreement, arrangement, or understanding with any third party for:
(a) with respect to BCS, a substantially similar OEM reseller arrangement for the Licensed Technology in the industrial automation vertical within the Territory; or
(b) with respect to Vantage, the embedding, integration, or OEM resale of a competing IoT platform (i.e., any third-party IoT analytics, edge-computing, or sensor platform that is substantially similar in functionality to the BrightEdge platform) in connection with Vantage's product lines.
Each Party shall promptly notify the other Party if it receives any unsolicited inquiry, proposal, or expression of interest from a third party that would, if pursued, be inconsistent with the exclusivity obligations set forth in this Section 14.
Confidentiality. Each Party shall keep the existence and terms of this Term Sheet and all related negotiations, discussions, correspondence, and materials exchanged between the Parties in connection with the proposed transaction strictly confidential, and shall not disclose the same to any third party without the prior written consent of the other Party. The foregoing confidentiality obligations are subject to the following customary exceptions:
(a) disclosures to a Party's legal counsel, financial advisors, accountants, and other professional advisors who have a need to know such information in connection with the proposed transaction and who are bound by professional or contractual obligations of confidentiality;
(b) disclosures required by applicable law, regulation, or order of a court or governmental authority of competent jurisdiction, provided that the disclosing Party shall, to the extent legally permissible, provide the other Party with prompt prior written notice of such required disclosure and cooperate with the other Party in seeking a protective order or other appropriate remedy; and
(c) disclosures permitted under the terms of the existing Non-Disclosure Agreement between the Parties dated September 3, 2025.
The confidentiality obligations set forth in this Section 14 shall survive the expiration or termination of this Term Sheet for a period of two (2) years.
Section 15: Governing Law
The Definitive Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to the Definitive Agreement, or the breach, termination, or invalidity thereof, shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect, seated in Wilmington, Delaware. The arbitration shall be conducted by a panel of three (3) arbitrators, each of whom shall have substantial experience in commercial technology transactions. The language of the arbitration shall be English. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction.
For disputes in which the amount in controversy is less than Five Hundred Thousand Dollars ($500,000), the arbitration shall be conducted under the AAA's Expedited Procedures, with a single arbitrator and an accelerated procedural schedule. The Parties agree that the arbitrator(s) shall have no authority to award punitive or exemplary damages except to the extent expressly permitted by the Definitive Agreement.
Section 16: Definitive Agreement
The Parties shall use commercially reasonable efforts to negotiate and execute a Definitive Agreement reflecting the terms set forth in this Term Sheet, together with such additional terms, representations, warranties, covenants, conditions, exhibits, and schedules as are customary for commercial transactions of this nature and as may be mutually agreed by the Parties and their respective counsel.
The Parties intend to complete the negotiation and execution of the Definitive Agreement within approximately sixty (60) days of the date of this Term Sheet, with a target execution date to be determined by the Parties in the course of negotiations.
Calderwood & Harkness LLP, 1700 Pacific Avenue, Suite 4200, Dallas, TX 75201, shall prepare the initial draft of the Definitive Agreement on behalf of BCS.
Vantage's outside counsel for the proposed transaction is Lattimore, Parish & Keene LLP, 600 Superior Avenue East, Suite 1700, Cleveland, OH 44114.
Section 17: Expenses
Each Party shall bear its own costs and expenses (including attorneys' fees, accountants' fees, advisor fees, and all other professional fees and out-of-pocket expenses) incurred in connection with the negotiation, preparation, and documentation of this Term Sheet, the Definitive Agreement, and the transactions contemplated hereby and thereby. Neither Party shall have any claim against the other Party for reimbursement of such costs and expenses, regardless of whether the Definitive Agreement is executed.
Section 18: Miscellaneous
Non-Binding Nature. Except for Section 14 (Exclusivity and Confidentiality), Section 15 (Governing Law), Section 17 (Expenses), and this Section 18, this Term Sheet does not constitute a binding agreement and no Party shall have any legal obligation hereunder. No Party shall have any liability to the other Party for any failure to negotiate or execute the Definitive Agreement, and no course of dealing between the Parties shall be construed as creating any binding obligation not expressly set forth in the binding provisions of this Term Sheet.
Counterparts. This Term Sheet may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
Amendments. No amendment, modification, supplement, or waiver of any provision of this Term Sheet shall be effective unless it is in writing and signed by authorized representatives of both Parties.
No Third-Party Beneficiaries. Nothing in this Term Sheet, express or implied, is intended to or shall confer upon any person other than the Parties (and their respective successors and permitted assigns) any rights, remedies, obligations, or liabilities.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have caused this Non-Binding Term Sheet to be executed by their duly authorized representatives as of the date first written above.
BRIGHTFIELD CLOUD SERVICES INC.
By: ________
Name: Connor Whitfield
Title: Vice President, Business Development
Date: December 19, 2025
VANTAGE INDUSTRIAL SOLUTIONS, LLC
By: ________
Name: Derek Yun
Title: Vice President, Supply Chain & Procurement
Date: December 19, 2025
Prepared by Calderwood & Harkness LLP, 1700 Pacific Avenue, Suite 4200, Dallas, TX 75201 C&H Engagement No. 1042-00005
Contract Year | Period | Minimum Annual Commitment
Year 1 | Initial Term — Year 1 | $5,000,000
Year 2 | Initial Term — Year 2 | $5,000,000
Year 3 | Initial Term — Year 3 | $5,000,000
Year 4 | Renewal Term 1 | $5,200,000
Year 5 | Renewal Term 2 | $5,408,000
Year 6 | Renewal Term 3 | $5,624,320
Model | Description | Unit Price
BE-400 | Standard-density 8-channel sensor module | $185.00
BE-600 | High-density 16-channel sensor module with integrated gateway | $340.00

NON-BINDING TERM SHEET — OEM RESELLER ARRANGEMENT

CONFIDENTIAL

BRIGHTFIELD CLOUD SERVICES INC.

VANTAGE INDUSTRIAL SOLUTIONS, LLC

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