Contract analysis

1. Recitals and Identification of Certifying Officer The undersigned, Marcus Elliston, hereby certifies that he is the duly elected, qualified, and acting Chief Executive Officer of Brightfield Cloud Services Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Borrower"), with its principal place of business located at 4200 Lone Star Parkway, Suite 800, Austin, Texas 78731 (E

2. Certification — Representations and Warranties The undersigned hereby certifies to the Administrative Agent and the Collateral Agent that each of the representations and warranties made by the Borrower in Article V (Representations and Warranties) of the Term Loan Agreement is true and correct in all material respects as of the date hereof (or, with respect to any representation or warranty that is qualified by ma

3. Certification — No Default or Event of Default The undersigned hereby certifies to the Administrative Agent and the Collateral Agent that, after giving effect to the initial funding of the Term Loan on the date hereof and the application of proceeds thereof as described in Section 5 below: (a) No Default (as defined in Section 1.01 of the Term Loan Agreement) has occurred and is continuing under the Term Loan Agre

4. Certification — No Material Adverse Change The undersigned hereby certifies to the Administrative Agent and the Collateral Agent that no Material Adverse Change (as defined in Section 1.01 of the Term Loan Agreement) has occurred with respect to the business, operations, properties, assets, financial condition, or prospects of the Borrower since December 31, 2021, the date of the Borrower's most recent audited ann

5. Certification — Use of Proceeds The undersigned hereby certifies to the Administrative Agent and the Collateral Agent that the proceeds of the thirty-five million dollar ($35,000,000) Term Loan will be applied on the date hereof solely for the purposes set forth in Section 6.15 (Use of Proceeds) of the Term Loan Agreement. The specific application of proceeds is set forth in the following table: The undersigned fu

6. Certification — Financial Covenant Compliance (Pro Forma) The undersigned hereby certifies to the Administrative Agent and the Collateral Agent that, on a pro forma basis after giving effect to the funding of the Term Loan and the application of proceeds on the date hereof (including the repayment in full and termination of the Ridgeline revolving credit facility), the Borrower is in compliance with each of the fi

7. Certification — Conditions Precedent Satisfied The undersigned hereby certifies to the Administrative Agent and the Collateral Agent that, to the best of the undersigned's knowledge after due inquiry, all conditions precedent to the initial funding of the Term Loan set forth in Section 4.01 of the Term Loan Agreement have been satisfied or will be satisfied concurrently with the funding on the date hereof. Without

8. Reliance This Certificate is delivered to the Administrative Agent and the Collateral Agent for their benefit and for the benefit of the Lender in connection with the closing and initial funding of the Term Loan on the date hereof. The Administrative Agent and the Collateral Agent are entitled to rely on this Certificate and on the certifications, representations, and statements contained herein in making the init

9. Execution IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Certificate as of August 12, 2022. BRIGHTFIELD CLOUD SERVICES INC. By: ________ Name: Marcus Elliston Title: Chief Executive Officer Date: August 12, 2022 This Officer's Certificate is delivered in connection with the initial funding of the Term Loan under that certain Term Loan Agreement, dated as of July 28, 2022, among Brigh