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Contract analysis / secretarys-certificate.docx
secretarys-certificate.docx
1042-00001 · 5 clauses
High · 0 Medium · 2 Standard · 0
I. INTRODUCTORY RECITALS AND IDENTIFICATION OF CERTIFYING OFFICER
I. INTRODUCTORY RECITALS AND IDENTIFICATION OF CERTIFYING OFFICER The undersigned, Jerome Hartwell, hereby certifies that he is the duly appointed, qualified, and acting General Counsel and Secretary of Brightfield Cloud Services Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company"). The Company's principal executive office is located at 4200 Lone Star Parkway, Sui
II. CERTIFICATIONS Medium
⚑ Liability cap to check against exposure
II. CERTIFICATIONS The undersigned hereby certifies to Pinnacle National Bank, National Association, in its capacity as Lender and Administrative Agent, and to Meridian Whitcomb LLC, in its capacity as Collateral Agent, as follows: Certification 1: Certificate of Incorporation Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Brightfield Cloud Services Inc., as
III. RELIANCE
III. RELIANCE This Secretary's Certificate is delivered pursuant to the Term Loan Agreement and is intended to be relied upon by, and may be relied upon by, Pinnacle National Bank, National Association, in its capacity as Lender and Administrative Agent, Meridian Whitcomb LLC, in its capacity as Collateral Agent, and their respective legal counsel, Wainwright & Pryor LLP, in connection with the closing and funding of
IV. EXECUTION
IV. EXECUTION IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of August 12, 2022. BRIGHTFIELD CLOUD SERVICES INC. By: ________ Name: Jerome Hartwell Title: General Counsel and Secretary Brightfield Cloud Services Inc. 4200 Lone Star Parkway, Suite 800 Austin, TX 78731
V. COUNTER-CERTIFICATION — CONFIRMATION OF SECRETARY'S AUTHORITY Medium
⚑ Liability cap to check against exposure
V. COUNTER-CERTIFICATION — CONFIRMATION OF SECRETARY'S AUTHORITY The undersigned, Marcus Elliston, Chief Executive Officer of Brightfield Cloud Services Inc., a Delaware corporation, hereby confirms and certifies that Jerome Hartwell is the duly appointed, qualified, and acting General Counsel and Secretary of Brightfield Cloud Services Inc. as of the date hereof. Mr. Hartwell has been duly authorized by the Board of