Contract analysis

Section 1. Certification of Due Organization and Good Standing. I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby certify that: 1.1 Brightfield Cloud Services Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company was incorporated in the State of Delaware by the filing of its original Certificate of Inco

Section 2. Certification of Corporate Authorization. I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that: 2.1 The Board of Directors of the Company (the "Board"), which currently comprises five (5) directors, three (3) of whom are designated by Veltrano Capital Partners Fund IV, L.P. (the Company's majority equity holder) pursuant to the terms of the Stockholder

Section 3. Certification of No Conflicts. I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that: 3.1 The execution, delivery, and performance by the Company of the Agreement, and the consummation of the transactions contemplated thereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of the Company's Certificate of Incorpor

Section 4. Certification of Authorized Signatories. I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that the following individuals are duly elected or appointed officers of the Company, currently hold the respective offices set forth opposite their names below, and are duly authorized to execute and deliver the Agreement and all related documents, exhibits, sched

Section 5. Certification Regarding Litigation and Proceedings. I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that: 5.1 As of the date hereof, there are no pending actions, suits, claims, proceedings, arbitrations, mediations, or investigations before any court, arbitral tribunal, governmental authority, regulatory body, or administrative agency (collectively, "

Section 6. Certification Regarding Insurance. I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that: 6.1 The Company maintains commercial general liability insurance with coverage limits of not less than Five Million Dollars ($5,000,000) per occurrence and in the aggregate, providing coverage for bodily injury, property damage, personal injury, advertising injury,

Section 7. Reliance. This Certificate is being delivered to Vantage Industrial Solutions, LLC and to its outside legal counsel, Lattimore, Parish & Keene LLP, located at 600 Superior Avenue East, Suite 1700, Cleveland, OH 44114, in connection with the execution and delivery of the Agreement. Vantage Industrial Solutions, LLC and Lattimore, Parish & Keene LLP are expressly entitled to rely upon the certifications, rep