Contract analysis

Section 1 — Certification and Authority The undersigned, Priya Ramanathan, in her capacity as Chief Financial Officer of Brightfield Cloud Services Inc. ("BCS" or the "Borrower"), hereby certifies, in her capacity as a duly authorized Responsible Officer of the Borrower (and not in any individual or personal capacity), pursuant to Section 4.01(f) and Section 6.02(a) of the Term Loan Agreement, as follows:

1. This Pro Forma Compliance Certificate is being delivered to the Administrative Agent as a condition precedent to the initial funding of the $35,000,000 senior secured term loan (the "Term Loan") on the Closing Date, which is August 12, 2022 (the "Closing Date"). Pursuant to Section 4.01(f) of the Term Loan Agreement, the delivery of this Certificate, together with the calculations set forth herein, constitutes a c

2. The purpose of this Certificate is to demonstrate that, after giving pro forma effect to the transactions described below, the Borrower is in compliance with all financial covenants set forth in Article VII of the Term Loan Agreement. Specifically, the calculations herein give pro forma effect to: (a) the borrowing of the $35,000,000 Term Loan on the Closing Date; (b) the application of proceeds of the Term Loan a

3. The undersigned has reviewed and is familiar with the terms of the Term Loan Agreement and has made, or caused to be made under her supervision, a review of the transactions and financial condition of the Borrower during the applicable period and is satisfied that the information set forth in this Certificate is accurate and complete in all material respects.

Section 2 — Basis of Calculation 2.1 Measurement Period For purposes of all financial covenant calculations set forth in this Certificate, the applicable measurement period is the trailing twelve months ("TTM") ended December 31, 2021 (constituting the most recently completed fiscal year for which audited financial statements of the Borrower have been prepared and are available). The audited financial statements for

Section 3 — Pro Forma Financial Covenant Calculations Set forth below are the pro forma calculations demonstrating the Borrower's compliance with each financial covenant contained in Article VII of the Term Loan Agreement, after giving effect to the borrowing of the Term Loan and the other transactions described in Section 2.3 above. 3.1 Maximum Total Leverage Ratio (Section 7.01(a) of the Term Loan Agreement) Covena

Section 4 — Summary Compliance Table The following table summarizes the Borrower's pro forma compliance with each financial covenant set forth in Article VII of the Term Loan Agreement as of the Closing Date, after giving effect to the borrowing of the Term Loan and the application of proceeds as described herein: As demonstrated by the foregoing calculations and the summary table above, the Borrower is in pro forma

Section 5 — Use of Proceeds Confirmation The undersigned hereby confirms that the proceeds of the $35,000,000 Term Loan are being applied on the Closing Date in accordance with Section 6.11 of the Term Loan Agreement and the Funds Flow Memorandum dated August 12, 2022. The application of proceeds is as follows: The undersigned confirms that the foregoing application of proceeds is consistent with the permitted uses s

Section 6 — Additional Representations In connection with the delivery of this Certificate and the borrowing of the Term Loan on the Closing Date, the undersigned, in her capacity as a Responsible Officer of the Borrower, hereby further represents and certifies as follows:

1. No Default. No Default or Event of Default (each as defined in the Term Loan Agreement) has occurred and is continuing as of the Closing Date, or would result from the borrowing of the Term Loan and the application of proceeds as described in this Certificate and the Funds Flow Memorandum.

2. Representations and Warranties. All representations and warranties of the Borrower set forth in Article V of the Term Loan Agreement and in the other Loan Documents are true and correct in all material respects as of the Closing Date (or, in the case of representations and warranties qualified by materiality or Material Adverse Change, true and correct in all respects), except to the extent that any such represent

3. No Material Adverse Change. No Material Adverse Change (as defined in the Term Loan Agreement) has occurred since December 31, 2021. The business, operations, properties, condition (financial or otherwise), and prospects of the Borrower and its subsidiaries, taken as a whole, have not experienced any material adverse change since December 31, 2021 that would reasonably be expected to have a material adverse effect

4. Covenant Compliance. The Borrower is in compliance with all covenants, conditions, and obligations set forth in the Term Loan Agreement and the other Loan Documents, including, without limitation, all affirmative covenants set forth in Article VI and all negative covenants set forth in Article VII thereof.

5. Conditions Precedent. To the best knowledge of the undersigned, all conditions precedent to the making of the Term Loan set forth in Section 4.01 of the Term Loan Agreement have been satisfied (or, where applicable, waived by the Administrative Agent in writing) as of the Closing Date.

Section 7 — Supporting Documentation Reference This Certificate is delivered in reliance upon, and the calculations and representations set forth herein are based upon, the following documents and information, copies of which have been previously delivered to the Administrative Agent (or are being delivered concurrently with this Certificate): (a) Audited Financial Statements. Audited consolidated financial statement

Section 8 — Certification and Signature The undersigned hereby certifies that the foregoing calculations and statements are true, correct, and complete in all material respects as of the date hereof. This Certificate is delivered to the Administrative Agent in satisfaction of the condition precedent set forth in Section 4.01(f) of the Term Loan Agreement and in compliance with the Borrower's obligations under Section