MASTER SERVICES AGREEMENT

This Master Services Agreement (this "Agreement") is entered into as of March
3, 2025 (the "Effective Date") by and between Solstice Cloud Systems, Inc., a
Delaware corporation with its principal place of business at 1180 Marina
Village Parkway, Suite 300, Alameda, California 94501 ("Provider"), and
Brightwell Retail Holdings, LLC, a New York limited liability company with its
principal place of business at 450 West 33rd Street, New York, New York 10001
("Customer"). Provider and Customer are each referred to individually as a
"Party" and collectively as the "Parties."

WHEREAS, Provider owns and operates a cloud-based inventory optimization and
supply chain analytics platform and provides related implementation,
integration, and support services to enterprise customers;

WHEREAS, Customer operates a nationwide chain of retail stores and
distribution centers and desires to engage Provider to implement and support
that platform in connection with Customer's supply chain operations;

WHEREAS, the parties previously conducted a limited pilot engagement under a
letter of intent dated November 12, 2024, the results of which the parties
wish to memorialize and expand upon under the terms of a definitive,
comprehensive agreement;

WHEREAS, Provider is willing to provide the Services described in this
Agreement, and Customer is willing to pay the Fees for the Services, in each
case on the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

ARTICLE I
DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions.

As used in this Agreement, the following terms have the meanings set forth
below.

"Affiliate" means any other entity that directly or indirectly controls, is
controlled by, or is under common control with a Person, where control means
the ownership of more than fifty percent (50%) of the outstanding voting
securities of an entity or the contractual power to direct its management and
policies.

"Authorized User" means an employee, contractor, or agent of Customer who is
authorized by Customer to access and use the Services in accordance with this
Agreement and an applicable Order Form, and who has agreed to comply with an
acceptable use policy no less restrictive than the terms of this Agreement.

"Confidential Information" means any information disclosed by one party (the
"Disclosing Party") to the other party (the "Receiving Party"), whether
disclosed orally, in writing, or in any other form, that is marked as
confidential at the time of disclosure or that a reasonable person would
understand to be confidential given the circumstances of disclosure.

"Deliverables" means the reports, software, documentation, data models, and
other work product that Provider is expressly required to deliver to Customer
under an Order Form, as identified in that Order Form as a deliverable.

"Documentation" means the user guides, administrator guides, application
programming interface specifications, and other technical materials that
Provider makes generally available to its customers describing the use and
operation of the Services, as updated by Provider from time to time.

"Fees" means the amounts payable by Customer to Provider for the Services as
set forth in an Order Form, including any implementation fees, subscription
fees, usage-based fees, and professional services fees.

"Intellectual Property Rights" means all patents, copyrights, trademarks,
trade secrets, moral rights, and any other intellectual property or
proprietary rights recognized in any jurisdiction, together with all
applications, registrations, and renewals of the foregoing.

"Order Form" means a written or electronic ordering document, statement of
work, or similar document executed by both parties that references this
Agreement, describes the Services to be provided, and sets forth the
applicable Fees, and that upon execution is incorporated into and governed by
this Agreement.

"Services" means the software subscription, implementation, integration, and
support services described in an Order Form or in Exhibit A or Exhibit B
attached to this Agreement, together with any related Deliverables.

"Term" means the period commencing on the Effective Date and continuing until
this Agreement is terminated in accordance with Article IV.

Section 1.02 Interpretation.

In this Agreement, unless the context otherwise requires: words importing the
singular include the plural and vice versa; the words "include," "includes,"
and "including" are deemed followed by the phrase "without limitation"; a
reference to any statute includes any amendment or replacement of it; and
headings are for convenience only and do not affect interpretation.

ARTICLE II
SCOPE OF SERVICES

Section 2.01 Provision of Services.

Provider shall provide the Services to Customer in accordance with this
Agreement and each applicable Order Form, in a professional and workmanlike
manner consistent with prevailing industry standards, and shall devote
qualified personnel sufficient to meet the timelines set forth in the
applicable Order Form.

Section 2.02 Statements of Work and Order Forms.

The parties may from time to time enter into additional Order Forms describing
specific deliverables, milestones, staffing, and acceptance criteria for a
particular engagement. Each Order Form is subject to this Agreement, and the
terms of this Agreement control over an Order Form unless the Order Form
expressly states that it supersedes a specifically identified provision of
this Agreement.

Section 2.03 Change Orders.

Either party may propose a change to the scope, timeline, or fees of an Order
Form by written change request. No change is binding unless documented in a
written change order signed by an authorized representative of each party, and
Provider is not obligated to perform any change until the change order has
been fully executed.

Section 2.04 Customer Responsibilities.

Customer shall, at its own cost and expense, satisfy each of the following
obligations throughout the Term:

(a) Access and Cooperation.

Customer shall provide Provider with timely access to Customer's systems,
facilities, data, and personnel as reasonably necessary for Provider to
perform the Services, and shall respond to Provider's requests for information
or decisions within five (5) business days.

(b) Project Governance.

Customer shall designate a project manager who has authority to make decisions
and grant approvals on Customer's behalf, and shall promptly notify Provider
in writing of any change to that designation.

(c) Accuracy of Information.

Customer shall ensure that all data, specifications, and other information it
provides to Provider are accurate and complete in all material respects, and
Provider shall have no liability for any deficiency in the Services to the
extent caused by Customer's failure to satisfy its obligations under this
Section 2.04.

ARTICLE III
FEES AND PAYMENT

Section 3.01 Fees.

Customer shall pay Provider the Fees set forth in each Order Form. Except as
otherwise expressly stated in an Order Form, all Fees are quoted and payable
in United States dollars, are exclusive of taxes, and are non-refundable and
non-creditable once invoiced.

Section 3.02 Invoicing and Payment.

Provider shall invoice Customer monthly in arrears for Fees accrued during the
preceding month, or on such other schedule as set forth in the applicable
Order Form. Customer shall pay each undisputed invoice within thirty (30) days
after the invoice date (the "Payment Due Date") by wire transfer or ACH, and
may withhold any amount it disputes in good faith by notifying Provider in
writing within fifteen (15) days after the invoice date.

Section 3.03 Late Payments.

Any amount not paid by the Payment Due Date accrues interest at the rate of
one and one-half percent (1.5%) per month, or the highest rate permitted by
law, whichever is lower, from the Payment Due Date until paid in full. If any
undisputed invoice remains unpaid more than thirty (30) days after written
notice, Provider may suspend the Services described in Section 3.01 until
payment is received.

Section 3.04 Taxes.

The Fees do not include sales, use, value-added, or similar taxes
(collectively, "Taxes"), and Customer is responsible for all Taxes associated
with its purchases, other than taxes on Provider's net income. If Customer is
required by law to withhold Taxes from a payment, Customer shall gross up the
payment so Provider receives the full amount it would have received absent the
withholding.

ARTICLE IV
TERM AND TERMINATION

Section 4.01 Term.

This Agreement commences on the Effective Date and continues until terminated
as provided in this Article IV. The initial term of each Order Form is set
forth therein, and each Order Form renews automatically for successive
one-year terms unless either party gives the other written notice of
non-renewal at least sixty (60) days before the end of the then-current term.

Section 4.02 Termination for Convenience.

Either party may terminate this Agreement for convenience by giving the other
party at least ninety (90) days' prior written notice; provided that such
termination does not affect any Order Form then in effect, which continues to
be governed by this Agreement through its stated expiration or earlier
termination in accordance with Section 4.03.

Section 4.03 Termination for Cause.

Either party may terminate this Agreement or any Order Form immediately upon
written notice to the other party under any of the following circumstances:

(a) Uncured Material Breach.

The other party materially breaches this Agreement or an Order Form and fails
to cure the breach within thirty (30) days after receiving written notice
describing the breach in reasonable detail.

(b) Insolvency.

The other party becomes insolvent, makes an assignment for the benefit of
creditors, or becomes subject to a bankruptcy or insolvency proceeding that is
not dismissed within sixty (60) days of its filing.

(c) Cessation of Business.

The other party ceases to conduct business in the ordinary course for a period
of more than thirty (30) consecutive days.

Section 4.04 Effect of Termination.

Upon termination of this Agreement, Customer shall pay all Fees accrued
through the termination date, and each party shall return the other party's
Confidential Information in accordance with Article V. Licenses under Article
VI for terminated Services immediately terminate, and Article I, Article III
(as to Fees accrued before termination), Article V, Article VI, Article VII,
Article VIII, and Article IX shall survive termination.

ARTICLE V
CONFIDENTIALITY

Section 5.01 Confidentiality Obligations.

Each party shall hold the other party's Confidential Information in confidence
using at least the degree of care it uses to protect its own confidential
information, but not less than reasonable care; shall not disclose it to any
third party except as permitted under Section 5.02; and shall use it solely to
perform its obligations under this Agreement.

Section 5.02 Permitted Disclosures.

A party may disclose the other party's Confidential Information to its
employees, Affiliates, contractors, and professional advisors who need to know
it and who are bound by confidentiality obligations at least as protective as
those in this Article V, and may disclose it to the extent required by
applicable law or a valid court order, provided that, where legally permitted,
it gives the disclosing party prompt written notice.

Section 5.03 Survival.

The obligations in this Article V shall survive execution and any termination
of this Agreement for a period of five (5) years, except that obligations
relating to Confidential Information that constitutes a trade secret under
applicable law shall continue for as long as that information remains a trade
secret.

ARTICLE VI
INTELLECTUAL PROPERTY

Section 6.01 Provider Ownership.

As between the parties, Provider owns all right, title, and interest in and to
the Services, the Documentation, and all other technology, tools, and know-how
that Provider uses in providing the Services, including all Intellectual
Property Rights therein. Except for the rights expressly granted in this
Agreement, no license or other right in the foregoing is granted to Customer.

Section 6.02 License Grant.

Subject to Customer's compliance with this Agreement and timely payment of all
Fees, Provider grants Customer a non-exclusive, non-transferable,
non-sublicensable license during the term of the applicable Order Form to
access and use the Services and Documentation solely for Customer's internal
business purposes.

Section 6.03 Customer Data.

As between the parties, Customer owns all right, title, and interest in the
data that Customer submits to the Services ("Customer Data"). Customer grants
Provider a non-exclusive, worldwide license to host, process, transmit, and
display Customer Data solely to provide the Services. Provider shall not use
Customer Data to train any model for the benefit of any other customer without
Customer's prior written consent.

Section 6.04 Deliverables.

Unless an Order Form states otherwise, Deliverables that Provider develops
specifically for Customer under an Order Form, excluding pre-existing Provider
technology incorporated into them, are works made for hire owned by Customer
upon full payment of the associated Fees; if a Deliverable does not qualify as
a work made for hire, Provider assigns it to Customer upon that payment.

ARTICLE VII
REPRESENTATIONS AND WARRANTIES

Section 7.01 Mutual Representations.

Each party represents and warrants that it has the full corporate power and
authority to enter into this Agreement and that this Agreement constitutes its
legal, valid, and binding obligation, enforceable against it in accordance
with its terms.

Section 7.02 Provider Warranty.

Provider warrants that the Services will perform materially in accordance with
the applicable Documentation. Customer's sole remedy, and Provider's entire
liability, for breach of this Section 7.02 is for Provider to use commercially
reasonable efforts to correct the non-conforming Services or, failing that
within sixty (60) days, to refund the Fees paid for the affected Services.

Section 7.03 Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.02, THE SERVICES AND DELIVERABLES
ARE PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF
TRADE.

ARTICLE VIII
INDEMNIFICATION AND LIMITATION OF LIABILITY

Section 8.01 Indemnification by Provider.

Provider shall defend, indemnify, and hold harmless Customer and its officers,
directors, and employees (collectively, "Customer Indemnitees") from any
third-party claim, and shall pay any resulting damages, costs, and reasonable
attorneys' fees (collectively, "Losses"), to the extent arising from an
allegation that the Services, as used in accordance with this Agreement,
infringe a third party's Intellectual Property Rights.

Section 8.02 Indemnification by Customer.

Customer shall defend, indemnify, and hold harmless Provider and its officers,
directors, and employees (collectively, "Provider Indemnitees") from any
Losses arising from Customer's breach of Article V, from Customer Data
infringing a third party's rights, or from Customer's use of the Services in
violation of applicable law.

Section 8.03 Indemnification Procedure.

The party seeking indemnification under Section 8.01 or Section 8.02 (the
"Indemnified Party") shall satisfy each of the following conditions as a
precondition to indemnification:

(a) Notification.

The Indemnified Party shall promptly notify the party from whom
indemnification is sought (the "Indemnifying Party") in writing of the claim,
provided that a delay in notice relieves the Indemnifying Party of its
obligations under this Section 8.03 only to the extent the delay materially
prejudices its defense.

(b) Control of Defense.

The Indemnified Party shall give the Indemnifying Party sole control of the
defense and settlement of the claim, except that the Indemnifying Party may
not settle any claim in a manner that admits fault by, or imposes any
obligation on, the Indemnified Party without the Indemnified Party's prior
written consent.

(c) Cooperation.

The Indemnified Party shall provide reasonable cooperation to the Indemnifying
Party, at the Indemnifying Party's expense, and may participate in the defense
with its own counsel at its own expense.

Section 8.04 Limitation of Liability.

EXCEPT FOR LOSSES ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER
SECTION 8.01 OR SECTION 8.02, A BREACH OF ARTICLE V, OR A PARTY'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND EACH
PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE
TWELVE (12) MONTHS PRECEDING THE CLAIM.

ARTICLE IX
GENERAL PROVISIONS

Section 9.01 Governing Law; Venue.

This Agreement is governed by the laws of the State of Delaware, without
regard to its conflict of laws principles. Each party irrevocably submits to
the exclusive jurisdiction of the state and federal courts located in the
Borough of Manhattan, City and State of New York, for any action arising out
of or relating to this Agreement, and waives any objection to venue in those
courts.

Section 9.02 Notices.

All notices under this Agreement shall be in writing and addressed to the
applicable party at the address set forth on the signature page, or such other
address as that party designates by notice given in accordance with this
Section 9.02, and shall be deemed given as follows:

(a) Personal Delivery.

A notice delivered by hand is deemed given upon delivery.

(b) Courier.

A notice sent by a nationally recognized overnight courier, freight prepaid,
is deemed given one (1) business day after deposit with the courier.

(c) Mail.

A notice sent by United States mail, postage prepaid, certified or registered,
return receipt requested, is deemed given three (3) business days after
deposit in the mail.

Section 9.03 Assignment.

Neither party may assign this Agreement without the prior written consent of
the other party, which consent shall not be unreasonably withheld, except that
either party may assign this Agreement without consent to an Affiliate or to a
successor in a merger, acquisition, or sale of substantially all of its
assets, provided the assignee agrees in writing to be bound by this Agreement.

Section 9.04 Entire Agreement; Amendment.

This Agreement, together with all Order Forms and Exhibits incorporated by
reference, constitutes the entire agreement between the parties and supersedes
all prior agreements, proposals, and understandings, whether oral or written.
No amendment is effective unless in writing and signed by an authorized
representative of each party, and this Agreement may be executed in
counterparts, including by electronic signature.

IN WITNESS WHEREOF

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the Effective Date.

SOLSTICE CLOUD SYSTEMS, INC.

By:

Name:

Title:

Date:

BRIGHTWELL RETAIL HOLDINGS, LLC

By:

Name:

Title:

Date:

EXHIBIT A
STATEMENT OF WORK NO. 1

1. Description of Services

Provider shall implement its Inventory Optimization Platform (the "Platform")
for up to two hundred (200) Authorized Users across Customer's distribution
centers, including demand-forecasting model configuration, integration with
Customer's warehouse management system, and migration of twenty-four (24)
months of historical inventory data.

Provider shall also deliver up to forty (40) hours of administrator training
and a dedicated implementation manager for the engagement described in this
Exhibit A.

2. Deliverables and Milestones

The following milestones apply to the Services under this Exhibit A: Milestone
1, environment provisioning and data mapping, due thirty (30) days after the
SOW Effective Date; Milestone 2, integration testing, due seventy-five (75)
days after the SOW Effective Date; and Milestone 3, production go-live, due
one hundred twenty (120) days after the SOW Effective Date. Provider shall
notify Customer in writing upon completion of each milestone.

3. Fees

The total fixed fee for the Services described in this Exhibit A is USD
$312,000, payable as follows: USD $93,600 upon execution of this Exhibit A;
USD $109,200 upon completion of Milestone 2; and USD $109,200 upon completion
of Milestone 3. Fees under this Exhibit A are in addition to the ongoing
subscription Fees set forth in Exhibit B and are invoiced in accordance with
Section 3.02.

EXHIBIT B
SUBSCRIPTION SERVICES AND SERVICE LEVELS

1. Subscription Services

Commencing on the go-live date confirmed under Exhibit A, Provider shall make
the Platform available to Customer on a subscription basis for an initial term
of thirty-six (36) months. The annual subscription fee is USD $180,000,
payable annually in advance in accordance with Section 3.02, and includes
standard support during Provider's business hours of 8:00 a.m. to 8:00 p.m.
Eastern Time, Monday through Friday.

2. Service Levels

Provider shall use commercially reasonable efforts to maintain a monthly
Platform uptime of at least 99.5%, measured by Provider's monitoring tools and
excluding scheduled maintenance of which Provider gives forty-eight (48)
hours' prior notice. If uptime falls below target in a given month, Customer's
sole remedy is a service credit of five percent (5%) of that month's fee per
percentage point of shortfall, capped at twenty-five percent (25%).

3. Renewal and Termination

The subscription described in this Exhibit B renews automatically for
successive twelve-month terms unless either party provides notice of
non-renewal in accordance with Section 4.01, and termination of this Exhibit B
for Customer's uncured breach is governed by Section 4.03.

