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Contract analysis / secretarys-certificate.docx
secretarys-certificate.docx
High · 0
Medium · 2
Standard · 2
1. Certificate of Incorporation
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 filed with the Secretary of State of the State of Delaware on September 14, 2021 (Delaware File Number: 6198274) (the "Certificate of Incorporation"). The Certificate of Incorporation has not been amended, restated, supplemented, or otherwise mod
2. Bylaws
2. Bylaws Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company (the "Bylaws"). The Bylaws were duly adopted by the sole incorporator of the Company on September 14, 2021, and have been in continuous effect since that date. The Bylaws have not been amended, restated, supplemented, or otherwise modified in any respect since their adoption, and they remain in full force and eff
3. Board Written Consent
Medium
⚑ Notice / time limit to track
3. Board Written Consent Attached hereto as Exhibit C is a true, correct, and complete copy of the Action by Unanimous Written Consent of the Board of Directors of the Company, dated April 4, 2022 (the "Board Written Consent"). The Board Written Consent was duly executed by all members of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law and the applicable
4. Good Standing and Qualification
Standard
⚑ Commercial term
4. Good Standing and Qualification I hereby certify that the Company is a corporation validly existing and in good standing under the laws of the State of Delaware, as evidenced by the records of the Secretary of State of the State of Delaware (File Number: 6198274). All franchise taxes and fees due and payable to the State of Delaware have been paid in full through the date hereof. I further certify that the Company
5. Incumbency and Authority
5. Incumbency and Authority I hereby certify the names, titles, incumbency, and specimen signatures of the following officers of the Company, each of whom is duly serving in the capacity set forth opposite his or her name as of the date hereof: Each of the foregoing officers was duly elected or appointed to his or her respective office by the Board of Directors of the Company in accordance with the Certificate of Inc
6. Capitalization
Standard
⚑ Commercial term
6. Capitalization I hereby certify that, as of immediately prior to the closing of the SAFE Financing, the capitalization of the Company is as follows: (a) Authorized Capital Stock. The authorized capital stock of the Company consists solely of 10,000,000 shares of Common Stock, par value $0.0001 per share. No shares of preferred stock of any series or class have been authorized, designated, or issued. (b) Issued and
7. No Conflicts; Resolutions in Full Force
7. No Conflicts; Resolutions in Full Force I hereby certify that the execution, delivery, and performance by the Company of the Post-Money SAFEs, the Pro Rata Side Letters, and all other documents, instruments, and certificates executed or to be executed by the Company in connection with the SAFE Financing (collectively, the "Transaction Documents") have been duly authorized by all necessary corporate action on the p
8. No Proceedings
Medium
⚑ Assignment / subcontracting
8. No Proceedings I hereby certify that no proceedings for the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, have been commenced, are pending, or, to my knowledge, are threatened or contemplated as of the date hereof. No petition in bankruptcy has been filed by or against the Company, and no receiver, trustee, or custodian has been appointed for the Company or any of its as