1042-00001 · Brightfield Cloud Services Inc · Closing

officers-certificate.docx DOCUMENT Finance & Banking

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OFFICER'S CERTIFICATE OF BRIGHTFIELD CLOUD SERVICES INC.

Delivered pursuant to Section 4.01 (Conditions Precedent to Initial Funding) of the Term Loan Agreement dated as of July 28, 2022 (as defined below)

Date: August 12, 2022

To:

Pinnacle National Bank, National Association 600 Lexington Avenue, 35th Floor New York, New York 10022

Attention: Thomas Whitford, Senior Vice President, Technology Lending Group

In its capacity as Lender and Administrative Agent under the Term Loan Agreement (as defined below)

Copy to:

Meridian Whitcomb LLC 100 Wall Street, 18th Floor New York, New York 10005

Attention: Laura Desmond, Vice President, Agency Services

In its capacity as Collateral Agent under the Term Loan Agreement (as defined below)

Re: Term Loan Agreement, dated as of July 28, 2022 (the "Term Loan Agreement"), among Brightfield Cloud Services Inc., a Delaware corporation (the "Borrower"), Pinnacle National Bank, National Association, as Lender and Administrative Agent (the "Administrative Agent"), and Meridian Whitcomb LLC, as Collateral Agent (the "Collateral Agent") — Officer's Certificate Delivered Pursuant to Section 4.01 (Conditions Precedent to Initial Funding)

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 (Employer Identification Number: 84-3291057). The undersigned has served as Chief Executive Officer of the Borrower since September 2018 and is familiar with the organizational documents, corporate records, and ongoing operations of the Borrower.

This Officer's Certificate (this "Certificate") is delivered to the Administrative Agent pursuant to Section 4.01 of the Term Loan Agreement as a condition precedent to the initial funding of the thirty-five million dollars ($35,000,000) senior secured term loan (the "Term Loan") on the closing date (the "Closing Date"), which is August 12, 2022. This Certificate is one of several deliverables required to be furnished by the Borrower to the Administrative Agent and the Collateral Agent on or prior to the Closing Date in order to satisfy the conditions precedent set forth in Article IV of the Term Loan Agreement.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Term Loan Agreement. All references to sections, articles, and exhibits herein are to sections, articles, and exhibits of the Term Loan Agreement unless otherwise specified.

The undersigned is a duly authorized officer of the Borrower and is delivering this Certificate in such capacity and not in any individual or personal capacity. Neither the delivery of this Certificate nor any certification or statement contained herein shall give rise to any personal liability on the part of the undersigned except in the case of willful misconduct or fraud.

The undersigned has made due inquiry and investigation, and has consulted with the Borrower's Chief Financial Officer, General Counsel, and other senior management personnel, and is familiar with the properties, business, operations, financial condition, and prospects of the Borrower as necessary to make the certifications set forth herein. The undersigned has reviewed the Term Loan Agreement, the Guaranty Agreement, the Security Agreement, and the other Loan Documents, and has reviewed or caused to be reviewed such corporate records, financial statements, legal proceedings, and other information as the undersigned has deemed necessary or appropriate in order to provide the certifications contained in this Certificate.

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 materiality or Material Adverse Effect, is true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date hereof. To the extent that any such representation or warranty expressly relates to an earlier date (including, without limitation, representations and warranties made as of the date of execution of the Term Loan Agreement on July 28, 2022), such representation or warranty is true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.

Without limiting the generality of the foregoing, the undersigned specifically certifies the following:

(a) Organization, Existence, and Good Standing. The Borrower is duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now conducted. The Borrower is duly qualified to do business as a foreign corporation and is in good standing in each of the States of Texas, Arizona, California, and Virginia, and in each other jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.

(b) Authorization; No Conflicts. The execution, delivery, and performance by the Borrower of the Term Loan Agreement, the Guaranty Agreement (entered into by Solara Holdings Group LLC, as Guarantor), the Security Agreement, and each of the other Loan Documents to which the Borrower is a party have been duly authorized by all necessary corporate action on the part of the Borrower, including resolutions of the Board of Directors of the Borrower adopted at a duly convened meeting held on July 15, 2022. The execution, delivery, and performance of the Loan Documents do not and will not (i) violate any provision of the Borrower's Certificate of Incorporation or Bylaws, each as amended and in effect on the date hereof, (ii) violate any law, rule, regulation, order, writ, judgment, or decree applicable to the Borrower, or (iii) result in a breach of, or constitute a default under, any material contract, agreement, or instrument to which the Borrower is a party or by which its properties or assets may be bound.

(c) Litigation. There is no material litigation, investigation, arbitration, or proceeding pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against the Borrower or any of its properties or assets before any court, governmental authority, arbitral tribunal, or regulatory body that (i) could reasonably be expected to have a Material Adverse Effect, or (ii) challenges the validity or enforceability of any Loan Document or the transactions contemplated thereby. As of the date hereof, the Borrower is not subject to any outstanding order, judgment, injunction, or decree of any court or governmental authority that could reasonably be expected to have a Material Adverse Effect.

(d) ERISA. The Borrower has no liability under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), that could reasonably be expected to have a Material Adverse Effect. The Borrower does not maintain, contribute to, or have any obligation to contribute to any "multiemployer plan" as defined in Section 3(37) of ERISA. Each "employee benefit plan" (within the meaning of Section 3(3) of ERISA) maintained by or contributed to by the Borrower has been administered in all material respects in accordance with its terms and with the applicable requirements of ERISA and the Code.

(e) Compliance with Laws; Data Privacy; SOC 2 Certification. The Borrower is in compliance in all material respects with all applicable laws, rules, regulations, orders, and directives of any governmental authority, including, without limitation, all applicable data privacy and data protection laws and regulations, including the California Consumer Privacy Act (CCPA), the Virginia Consumer Data Protection Act (VCDPA), and all other state and federal data privacy statutes and regulations applicable to the Borrower's business. The Borrower maintains a current SOC 2 Type II certification, most recently issued by Hartfield & Associates CPAs, PLLC, covering the period from January 1, 2021 through December 31, 2021, with no material exceptions noted. The Borrower has implemented and maintains commercially reasonable administrative, technical, and physical safeguards for the protection of customer data.

(f) intellectual Property. All intellectual property (including patents, trademarks, service marks, copyrights, trade secrets, domain names, and licenses) used or necessary in the conduct of the Borrower's business as presently conducted is owned by, or validly and enforceably licensed to, the Borrower. No infringement, misappropriation, or similar claims are pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against the Borrower. The Borrower has not received any written notice asserting that the operation of its business or the use of any of its intellectual property infringes, misappropriates, or otherwise violates the intellectual property rights of any third party.

(g) Tax Matters. All federal, state, and local tax returns required to be filed by the Borrower have been timely filed (taking into account any validly obtained extensions). All taxes shown as due and payable on such returns have been paid when due, except for taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with generally accepted accounting principles. There are no material tax disputes, audits, or assessments pending or, to the knowledge of the undersigned, threatened against the Borrower, and no tax liens have been filed against any property or assets of the Borrower.

(h) Registered Agent. The Borrower's registered agent in the State of Delaware is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801. Such registered agent designation is currently in good standing and has not been revoked, canceled, or otherwise terminated.

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 Agreement or under any other Loan Document as of the date hereof.

(b) No Event of Default (as defined in Section 1.01 of the Term Loan Agreement) has occurred and is continuing under the Term Loan Agreement or under any other Loan Document as of the date hereof.

Without limiting the generality of the foregoing certifications, the undersigned specifically certifies the following:

(i) No Payment Default. No payment default exists under the Term Loan Agreement or any other Loan Document. All fees, expenses, and other amounts payable to the Administrative Agent, the Collateral Agent, and the Lender on or prior to the Closing Date have been paid or will be paid concurrently with the initial funding on the date hereof.

(ii) No Financial Covenant Breach. No breach of any financial covenant set forth in Article VII of the Term Loan Agreement exists as of the date hereof, including on a pro forma basis after giving effect to the funding of the Term Loan and the application of proceeds, as further described in Section 6 below.

(iii) No Cross-Default. No cross-default to other indebtedness of the Borrower exceeding one million dollars ($1,000,000) in aggregate principal amount exists as of the date hereof. The undersigned acknowledges that the Borrower currently maintains an existing revolving credit facility with Ridgeline Commercial Bank, originally dated October 15, 2020 (as amended from time to time, the "Ridgeline Facility"), with an outstanding principal balance of eight million two hundred thousand dollars ($8,200,000) as of the date hereof. The Ridgeline Facility is being repaid in full on the date hereof from the proceeds of the Term Loan, and all liens and security interests granted in connection therewith are being released and terminated concurrently with such repayment. Upon such repayment, the Ridgeline Facility will be terminated in its entirety, and the Borrower will have no further obligations thereunder (other than customary indemnification and expense reimbursement obligations that survive termination). Ridgeline Commercial Bank has delivered a payoff letter confirming the payoff amount and its commitment to file UCC-3 termination statements upon receipt of the payoff proceeds.

(iv) No Material Judgment. No material judgment or judgments in excess of two million five hundred thousand dollars ($2,500,000) in the aggregate (to the extent not covered by insurance as to which the relevant insurer has acknowledged coverage in writing or has not denied coverage) have been rendered against the Borrower and remain unsatisfied, unstayed, unvacated, unbonded, or undischarged for a period of more than sixty (60) consecutive days.

(v) No Change of Control. No Change of Control (as defined in Section 1.01 of the Term Loan Agreement) has occurred. Solara Holdings Group LLC, a Delaware limited liability company, continues to own, directly, one hundred percent (100%) of the issued and outstanding voting equity interests of the Borrower. There are no agreements, arrangements, or understandings pursuant to which any person or entity other than Solara Holdings Group LLC has the right to acquire any voting equity interests of the Borrower or otherwise exercise control over the Borrower.

(vi) No Bankruptcy or Insolvency Event. No bankruptcy, insolvency, receivership, reorganization, or similar proceeding has been commenced by or against the Borrower or Solara Holdings Group LLC (the "Guarantor"), and no such proceeding is threatened in writing. Neither the Borrower nor the Guarantor is insolvent, and neither the Borrower nor the Guarantor has made an assignment for the benefit of creditors, nor has either entity failed generally to pay its debts as they become due.

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 annual financial statements.

The Borrower's audited financial statements for the fiscal year ended December 31, 2021 (the "FY 2021 Financial Statements"), prepared in accordance with generally accepted accounting principles consistently applied and audited by Hartfield & Associates CPAs, PLLC (engagement partner: Neil Calderon, CPA), reported the following key financial metrics:

• Total Revenue: $48,300,000

• Software-as-a-Service (SaaS) Revenue: $31,400,000

• Hardware Revenue: $16,900,000

• EBITDA: $12,800,000

Since December 31, 2021, the Borrower has continued to operate its business in the ordinary course consistent with past practice. There has been no material adverse change in the Borrower's customer base, revenue composition, key personnel, technology platform, or competitive position. The Borrower has not experienced any material loss of customers, suppliers, or key employees, nor has it experienced any material interruption in its operations or services, any material casualty loss or condemnation event, or any other event, condition, or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect.

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 further certifies that no portion of the proceeds of the Term Loan will be used, directly or indirectly, (i) in violation of Regulation U of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 221), including for the purpose of purchasing or carrying any "margin stock" within the meaning of such regulation, (ii) for any purpose prohibited by the Term Loan Agreement or any other Loan Document, (iii) in violation of any applicable law, rule, regulation, or order, including any sanctions, anti-money laundering, or anti-corruption law, or (iv) to fund any activities of or business with any person that is the subject of sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty's Treasury.

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 financial covenants set forth in Article VII of the Term Loan Agreement, as summarized below:

(a) Total Leverage Ratio. Total Funded Debt of the Borrower as of the Closing Date (after giving effect to the funding and the payoff of the Ridgeline Facility) equals $35,000,000. Trailing twelve-month ("TTM") EBITDA, calculated in accordance with the definition set forth in Section 1.01 of the Term Loan Agreement, equals $12,800,000. The Total Leverage Ratio is therefore 2.73 to 1.00 ($35,000,000 ÷ $12,800,000). The maximum permitted Total Leverage Ratio under the Term Loan Agreement is 3.50 to 1.00. The Borrower is in compliance with this covenant.

(b) Interest Coverage Ratio. TTM EBITDA equals $12,800,000. Estimated annualized interest expense on the Term Loan, based on an all-in initial interest rate of approximately 5.79% per annum (comprised of one-month Term SOFR of 2.29% as of the Closing Date plus an applicable margin of 350 basis points), equals approximately $2,026,500. The Interest Coverage Ratio is therefore approximately 6.32 to 1.00 ($12,800,000 ÷ $2,026,500). The minimum required Interest Coverage Ratio under the Term Loan Agreement is 3.00 to 1.00. The Borrower is in compliance with this covenant.

(c) Minimum Liquidity. Unrestricted cash and cash equivalents of the Borrower as of the Closing Date, after giving effect to the funding of the Term Loan and the disbursement of proceeds in accordance with the use of proceeds table set forth in Section 5 above (including, without limitation, the retention of $1,612,578 for working capital and general corporate purposes), exceeds the minimum liquidity threshold of $5,000,000 set forth in the Term Loan Agreement. The Borrower is in compliance with this covenant.

(d) Capital Expenditures. No capital expenditures have been incurred by the Borrower during fiscal year 2022 as of the date hereof in excess of the $18,000,000 annual capital expenditure limit set forth in Section 7.11 of the Term Loan Agreement. The data center build-out expenditures described in Section 5 above will be funded from Term Loan proceeds and are within the permitted annual capital expenditure limit. The Borrower is in compliance with this covenant.

Reference is also made to the Pro Forma Compliance Certificate delivered to the Administrative Agent concurrently herewith on the date hereof, executed by Priya Ramanathan, Chief Financial Officer of the Borrower, which provides detailed calculations supporting the financial covenant compliance certifications set forth above. The Pro Forma Compliance Certificate is incorporated herein by reference.

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 limiting the generality of the foregoing, the undersigned specifically certifies that the following conditions have been satisfied or will be satisfied on or prior to the Closing Date:

(a) Loan Documents. The Term Loan Agreement, the Guaranty Agreement (executed by Solara Holdings Group LLC, by David Kessler, in his capacity as Authorized Representative thereof), the Security Agreement, and all other Loan Documents required to be executed and delivered on or prior to the Closing Date have been duly executed and delivered by the Borrower and each other party thereto. Each such Loan Document constitutes the legal, valid, and binding obligation of the Borrower and each other obligor party thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

(b) Payoff Letter — Ridgeline Commercial Bank. The Borrower has obtained and delivered to the Administrative Agent a payoff letter from Ridgeline Commercial Bank (contact: Renata Vasquez, Vice President, Commercial Lending), dated August 10, 2022, confirming the payoff amount of $8,237,422 (consisting of $8,200,000 in outstanding principal and $37,422 in estimated accrued and unpaid interest through August 12, 2022) and Ridgeline Commercial Bank's commitment to (i) release all liens and security interests in the Borrower's assets granted pursuant to the Ridgeline Facility, and (ii) file UCC-3 termination statements with respect to all UCC-1 financing statements filed in connection with the Ridgeline Facility, in each case promptly upon receipt of the payoff proceeds. The payoff proceeds will be wire-transferred to Ridgeline Commercial Bank on the date hereof from the proceeds of the Term Loan.

(c) UCC Filings. UCC-1 financing statements have been filed, or are being filed concurrently with the Closing Date, with the Delaware Secretary of State (covering the Borrower as debtor, with the Collateral Agent as secured party) and with the Texas Secretary of State (covering the Borrower as debtor, with the Collateral Agent as secured party), in each case perfecting the security interests granted by the Borrower to the Collateral Agent under the Security Agreement.

(d) Deposit Account Control Agreements. The Borrower has executed and delivered deposit account control agreements (each, a "DACA") with respect to all operating accounts of the Borrower, including, without limitation, the Borrower's new primary operating account at Pinnacle National Bank, National Association (Account Number: 7841-0029-3356), in each case in form and substance satisfactory to the Administrative Agent and the Collateral Agent. Each such DACA has been acknowledged and countersigned by the applicable depositary bank.

(e) Officer's Certificate. Delivery of this Certificate to the Administrative Agent and the Collateral Agent.

(f) Secretary's Certificate. Delivery of the Secretary's Certificate, executed by Jerome Hartwell, General Counsel and Secretary of the Borrower, certifying as to (i) the Certificate of Incorporation and Bylaws of the Borrower, (ii) the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery, and performance of the Loan Documents, and (iii) the incumbency and specimen signatures of the officers of the Borrower authorized to execute and deliver the Loan Documents and any notices, certificates, or other documents to be delivered in connection therewith.

(g) Legal Opinions. Delivery of (i) the legal opinion of Calderwood & Harkness LLP, counsel to the Borrower, addressed to the Administrative Agent, the Collateral Agent, and the Lender, covering customary matters including due authorization, enforceability, no conflicts, perfection of security interests, and no litigation, and (ii) the legal opinion of Wainwright & Pryor LLP, counsel to the Lender, addressed to the Administrative Agent and the Lender, covering customary matters.

(h) Insurance. Delivery of evidence of insurance from Ashford & Crane Insurance Brokerage LLC (the Borrower's insurance broker of record), demonstrating that the Borrower maintains the following insurance coverages in full force and effect as required by the Term Loan Agreement:

(i) Property and Casualty Insurance: Minimum coverage of $50,000,000 per occurrence, issued by Northbrook Indemnity Insurance Co. (A.M. Best rating: A, XV), with the Administrative Agent named as loss payee with respect to the collateral;

(ii) Cyber Liability Insurance: Minimum coverage of $10,000,000 per occurrence, issued by Northbrook Indemnity Insurance Co. (A.M. Best rating: A, XV), with the Administrative Agent named as additional insured; and

(iii) Directors and Officers Liability Insurance: Minimum coverage of $15,000,000 in the aggregate, issued by Crosshaven Specialty Underwriters, Inc. (A.M. Best rating: A-, XIV), with the Administrative Agent named as additional insured as required.

(i) Financial Statements. Delivery of audited financial statements of the Borrower for the fiscal years ended December 31, 2020 and December 31, 2021, in each case prepared in accordance with generally accepted accounting principles consistently applied and audited by Hartfield & Associates CPAs, PLLC (engagement partner: Neil Calderon, CPA), with unqualified audit opinions issued with respect to each such fiscal year.

(j) Pro Forma Compliance Certificate. Delivery of the Pro Forma Compliance Certificate executed by Priya Ramanathan, Chief Financial Officer of the Borrower, demonstrating pro forma compliance with all financial covenants set forth in the Term Loan Agreement after giving effect to the funding of the Term Loan and the application of proceeds.

(k) Good Standing Certificates. Delivery of certificates of good standing (or equivalent certificates) for the Borrower issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, each dated within thirty (30) days of the Closing Date.

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 initial funding of the Term Loan and in taking or refraining from taking any action under or in connection with the Term Loan Agreement or any other Loan Document. The undersigned acknowledges that the Administrative Agent and the Collateral Agent would not make the initial funding of the Term Loan absent the delivery of this Certificate and the certifications contained herein.

This Certificate shall inure to the benefit of, and be enforceable by, the Administrative Agent, the Collateral Agent, the Lender, and their respective successors and assigns. Nothing in this Certificate, express or implied, shall give to any person other than the Administrative Agent, the Collateral Agent, the Lender, and their respective successors and assigns any benefit or legal or equitable right, remedy, or claim under or by reason of this Certificate.

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 Brightfield Cloud Services Inc., Pinnacle National Bank, National Association, as Lender and Administrative Agent, and Meridian Whitcomb LLC, as Collateral Agent. This Certificate does not constitute an amendment, waiver, or modification of any provision of the Term Loan Agreement or any other Loan Document.

Use of Proceeds	Amount
Repayment and termination of existing revolving credit facility with Ridgeline Commercial Bank ($8,200,000 principal plus $37,422 estimated accrued interest through August 12, 2022)	$8,237,422
Dallas, TX data center build-out (2700 Stemmons Freeway, Building C, Dallas, TX 75207)	$11,500,000
Phoenix, AZ data center build-out (1850 West Buckeye Road, Suite 100, Phoenix, AZ 85009)	$9,800,000
Procurement of proprietary server hardware and appliances	$3,500,000
Working capital and general corporate purposes	$1,612,578
Upfront fee payable to the Administrative Agent (1.00% of $35,000,000 commitment amount)	$350,000
Total	$35,000,000

OFFICER'S CERTIFICATE OF BRIGHTFIELD CLOUD SERVICES INC.
Delivered pursuant to Section 4.01 (Conditions Precedent to Initial Funding) of the Term Loan Agreement dated as of July 28, 2022 (as defined below)
Date: August 12, 2022
To:
Pinnacle National Bank, National Association 600 Lexington Avenue, 35th Floor New York, New York 10022
Attention: Thomas Whitford, Senior Vice President, Technology Lending Group
In its capacity as Lender and Administrative Agent under the Term Loan Agreement (as defined below)
Copy to:
Meridian Whitcomb LLC 100 Wall Street, 18th Floor New York, New York 10005
Attention: Laura Desmond, Vice President, Agency Services
In its capacity as Collateral Agent under the Term Loan Agreement (as defined below)
Re: Term Loan Agreement, dated as of July 28, 2022 (the "Term Loan Agreement"), among Brightfield Cloud Services Inc., a Delaware corporation (the "Borrower"), Pinnacle National Bank, National Association, as Lender and Administrative Agent (the "Administrative Agent"), and Meridian Whitcomb LLC, as Collateral Agent (the "Collateral Agent") — Officer's Certificate Delivered Pursuant to Section 4.01 (Conditions Precedent to Initial Funding)
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 (Employer Identification Number: 84-3291057). The undersigned has served as Chief Executive Officer of the Borrower since September 2018 and is familiar with the organizational documents, corporate records, and ongoing operations of the Borrower.
This Officer's Certificate (this "Certificate") is delivered to the Administrative Agent pursuant to Section 4.01 of the Term Loan Agreement as a condition precedent to the initial funding of the thirty-five million dollars ($35,000,000) senior secured term loan (the "Term Loan") on the closing date (the "Closing Date"), which is August 12, 2022. This Certificate is one of several deliverables required to be furnished by the Borrower to the Administrative Agent and the Collateral Agent on or prior to the Closing Date in order to satisfy the conditions precedent set forth in Article IV of the Term Loan Agreement.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Term Loan Agreement. All references to sections, articles, and exhibits herein are to sections, articles, and exhibits of the Term Loan Agreement unless otherwise specified.
The undersigned is a duly authorized officer of the Borrower and is delivering this Certificate in such capacity and not in any individual or personal capacity. Neither the delivery of this Certificate nor any certification or statement contained herein shall give rise to any personal liability on the part of the undersigned except in the case of willful misconduct or fraud.
The undersigned has made due inquiry and investigation, and has consulted with the Borrower's Chief Financial Officer, General Counsel, and other senior management personnel, and is familiar with the properties, business, operations, financial condition, and prospects of the Borrower as necessary to make the certifications set forth herein. The undersigned has reviewed the Term Loan Agreement, the Guaranty Agreement, the Security Agreement, and the other Loan Documents, and has reviewed or caused to be reviewed such corporate records, financial statements, legal proceedings, and other information as the undersigned has deemed necessary or appropriate in order to provide the certifications contained in this Certificate.
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 materiality or Material Adverse Effect, is true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date hereof. To the extent that any such representation or warranty expressly relates to an earlier date (including, without limitation, representations and warranties made as of the date of execution of the Term Loan Agreement on July 28, 2022), such representation or warranty is true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.
Without limiting the generality of the foregoing, the undersigned specifically certifies the following:
(a) Organization, Existence, and Good Standing. The Borrower is duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now conducted. The Borrower is duly qualified to do business as a foreign corporation and is in good standing in each of the States of Texas, Arizona, California, and Virginia, and in each other jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.
(b) Authorization; No Conflicts. The execution, delivery, and performance by the Borrower of the Term Loan Agreement, the Guaranty Agreement (entered into by Solara Holdings Group LLC, as Guarantor), the Security Agreement, and each of the other Loan Documents to which the Borrower is a party have been duly authorized by all necessary corporate action on the part of the Borrower, including resolutions of the Board of Directors of the Borrower adopted at a duly convened meeting held on July 15, 2022. The execution, delivery, and performance of the Loan Documents do not and will not (i) violate any provision of the Borrower's Certificate of Incorporation or Bylaws, each as amended and in effect on the date hereof, (ii) violate any law, rule, regulation, order, writ, judgment, or decree applicable to the Borrower, or (iii) result in a breach of, or constitute a default under, any material contract, agreement, or instrument to which the Borrower is a party or by which its properties or assets may be bound.
(c) Litigation. There is no material litigation, investigation, arbitration, or proceeding pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against the Borrower or any of its properties or assets before any court, governmental authority, arbitral tribunal, or regulatory body that (i) could reasonably be expected to have a Material Adverse Effect, or (ii) challenges the validity or enforceability of any Loan Document or the transactions contemplated thereby. As of the date hereof, the Borrower is not subject to any outstanding order, judgment, injunction, or decree of any court or governmental authority that could reasonably be expected to have a Material Adverse Effect.
(d) ERISA. The Borrower has no liability under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), that could reasonably be expected to have a Material Adverse Effect. The Borrower does not maintain, contribute to, or have any obligation to contribute to any "multiemployer plan" as defined in Section 3(37) of ERISA. Each "employee benefit plan" (within the meaning of Section 3(3) of ERISA) maintained by or contributed to by the Borrower has been administered in all material respects in accordance with its terms and with the applicable requirements of ERISA and the Code.
(e) Compliance with Laws; Data Privacy; SOC 2 Certification. The Borrower is in compliance in all material respects with all applicable laws, rules, regulations, orders, and directives of any governmental authority, including, without limitation, all applicable data privacy and data protection laws and regulations, including the California Consumer Privacy Act (CCPA), the Virginia Consumer Data Protection Act (VCDPA), and all other state and federal data privacy statutes and regulations applicable to the Borrower's business. The Borrower maintains a current SOC 2 Type II certification, most recently issued by Hartfield & Associates CPAs, PLLC, covering the period from January 1, 2021 through December 31, 2021, with no material exceptions noted. The Borrower has implemented and maintains commercially reasonable administrative, technical, and physical safeguards for the protection of customer data.
(f) intellectual Property. All intellectual property (including patents, trademarks, service marks, copyrights, trade secrets, domain names, and licenses) used or necessary in the conduct of the Borrower's business as presently conducted is owned by, or validly and enforceably licensed to, the Borrower. No infringement, misappropriation, or similar claims are pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against the Borrower. The Borrower has not received any written notice asserting that the operation of its business or the use of any of its intellectual property infringes, misappropriates, or otherwise violates the intellectual property rights of any third party.
(g) Tax Matters. All federal, state, and local tax returns required to be filed by the Borrower have been timely filed (taking into account any validly obtained extensions). All taxes shown as due and payable on such returns have been paid when due, except for taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with generally accepted accounting principles. There are no material tax disputes, audits, or assessments pending or, to the knowledge of the undersigned, threatened against the Borrower, and no tax liens have been filed against any property or assets of the Borrower.
(h) Registered Agent. The Borrower's registered agent in the State of Delaware is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801. Such registered agent designation is currently in good standing and has not been revoked, canceled, or otherwise terminated.
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 Agreement or under any other Loan Document as of the date hereof.
(b) No Event of Default (as defined in Section 1.01 of the Term Loan Agreement) has occurred and is continuing under the Term Loan Agreement or under any other Loan Document as of the date hereof.
Without limiting the generality of the foregoing certifications, the undersigned specifically certifies the following:
(i) No Payment Default. No payment default exists under the Term Loan Agreement or any other Loan Document. All fees, expenses, and other amounts payable to the Administrative Agent, the Collateral Agent, and the Lender on or prior to the Closing Date have been paid or will be paid concurrently with the initial funding on the date hereof.
(ii) No Financial Covenant Breach. No breach of any financial covenant set forth in Article VII of the Term Loan Agreement exists as of the date hereof, including on a pro forma basis after giving effect to the funding of the Term Loan and the application of proceeds, as further described in Section 6 below.
(iii) No Cross-Default. No cross-default to other indebtedness of the Borrower exceeding one million dollars ($1,000,000) in aggregate principal amount exists as of the date hereof. The undersigned acknowledges that the Borrower currently maintains an existing revolving credit facility with Ridgeline Commercial Bank, originally dated October 15, 2020 (as amended from time to time, the "Ridgeline Facility"), with an outstanding principal balance of eight million two hundred thousand dollars ($8,200,000) as of the date hereof. The Ridgeline Facility is being repaid in full on the date hereof from the proceeds of the Term Loan, and all liens and security interests granted in connection therewith are being released and terminated concurrently with such repayment. Upon such repayment, the Ridgeline Facility will be terminated in its entirety, and the Borrower will have no further obligations thereunder (other than customary indemnification and expense reimbursement obligations that survive termination). Ridgeline Commercial Bank has delivered a payoff letter confirming the payoff amount and its commitment to file UCC-3 termination statements upon receipt of the payoff proceeds.
(iv) No Material Judgment. No material judgment or judgments in excess of two million five hundred thousand dollars ($2,500,000) in the aggregate (to the extent not covered by insurance as to which the relevant insurer has acknowledged coverage in writing or has not denied coverage) have been rendered against the Borrower and remain unsatisfied, unstayed, unvacated, unbonded, or undischarged for a period of more than sixty (60) consecutive days.
(v) No Change of Control. No Change of Control (as defined in Section 1.01 of the Term Loan Agreement) has occurred. Solara Holdings Group LLC, a Delaware limited liability company, continues to own, directly, one hundred percent (100%) of the issued and outstanding voting equity interests of the Borrower. There are no agreements, arrangements, or understandings pursuant to which any person or entity other than Solara Holdings Group LLC has the right to acquire any voting equity interests of the Borrower or otherwise exercise control over the Borrower.
(vi) No Bankruptcy or Insolvency Event. No bankruptcy, insolvency, receivership, reorganization, or similar proceeding has been commenced by or against the Borrower or Solara Holdings Group LLC (the "Guarantor"), and no such proceeding is threatened in writing. Neither the Borrower nor the Guarantor is insolvent, and neither the Borrower nor the Guarantor has made an assignment for the benefit of creditors, nor has either entity failed generally to pay its debts as they become due.
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 annual financial statements.
The Borrower's audited financial statements for the fiscal year ended December 31, 2021 (the "FY 2021 Financial Statements"), prepared in accordance with generally accepted accounting principles consistently applied and audited by Hartfield & Associates CPAs, PLLC (engagement partner: Neil Calderon, CPA), reported the following key financial metrics:
•  Total Revenue: $48,300,000
•  Software-as-a-Service (SaaS) Revenue: $31,400,000
•  Hardware Revenue: $16,900,000
•  EBITDA: $12,800,000
Since December 31, 2021, the Borrower has continued to operate its business in the ordinary course consistent with past practice. There has been no material adverse change in the Borrower's customer base, revenue composition, key personnel, technology platform, or competitive position. The Borrower has not experienced any material loss of customers, suppliers, or key employees, nor has it experienced any material interruption in its operations or services, any material casualty loss or condemnation event, or any other event, condition, or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect.
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 further certifies that no portion of the proceeds of the Term Loan will be used, directly or indirectly, (i) in violation of Regulation U of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 221), including for the purpose of purchasing or carrying any "margin stock" within the meaning of such regulation, (ii) for any purpose prohibited by the Term Loan Agreement or any other Loan Document, (iii) in violation of any applicable law, rule, regulation, or order, including any sanctions, anti-money laundering, or anti-corruption law, or (iv) to fund any activities of or business with any person that is the subject of sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty's Treasury.
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 financial covenants set forth in Article VII of the Term Loan Agreement, as summarized below:
(a) Total Leverage Ratio. Total Funded Debt of the Borrower as of the Closing Date (after giving effect to the funding and the payoff of the Ridgeline Facility) equals $35,000,000. Trailing twelve-month ("TTM") EBITDA, calculated in accordance with the definition set forth in Section 1.01 of the Term Loan Agreement, equals $12,800,000. The Total Leverage Ratio is therefore 2.73 to 1.00 ($35,000,000 ÷ $12,800,000). The maximum permitted Total Leverage Ratio under the Term Loan Agreement is 3.50 to 1.00. The Borrower is in compliance with this covenant.
(b) Interest Coverage Ratio. TTM EBITDA equals $12,800,000. Estimated annualized interest expense on the Term Loan, based on an all-in initial interest rate of approximately 5.79% per annum (comprised of one-month Term SOFR of 2.29% as of the Closing Date plus an applicable margin of 350 basis points), equals approximately $2,026,500. The Interest Coverage Ratio is therefore approximately 6.32 to 1.00 ($12,800,000 ÷ $2,026,500). The minimum required Interest Coverage Ratio under the Term Loan Agreement is 3.00 to 1.00. The Borrower is in compliance with this covenant.
(c) Minimum Liquidity. Unrestricted cash and cash equivalents of the Borrower as of the Closing Date, after giving effect to the funding of the Term Loan and the disbursement of proceeds in accordance with the use of proceeds table set forth in Section 5 above (including, without limitation, the retention of $1,612,578 for working capital and general corporate purposes), exceeds the minimum liquidity threshold of $5,000,000 set forth in the Term Loan Agreement. The Borrower is in compliance with this covenant.
(d) Capital Expenditures. No capital expenditures have been incurred by the Borrower during fiscal year 2022 as of the date hereof in excess of the $18,000,000 annual capital expenditure limit set forth in Section 7.11 of the Term Loan Agreement. The data center build-out expenditures described in Section 5 above will be funded from Term Loan proceeds and are within the permitted annual capital expenditure limit. The Borrower is in compliance with this covenant.
Reference is also made to the Pro Forma Compliance Certificate delivered to the Administrative Agent concurrently herewith on the date hereof, executed by Priya Ramanathan, Chief Financial Officer of the Borrower, which provides detailed calculations supporting the financial covenant compliance certifications set forth above. The Pro Forma Compliance Certificate is incorporated herein by reference.
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 limiting the generality of the foregoing, the undersigned specifically certifies that the following conditions have been satisfied or will be satisfied on or prior to the Closing Date:
(a) Loan Documents. The Term Loan Agreement, the Guaranty Agreement (executed by Solara Holdings Group LLC, by David Kessler, in his capacity as Authorized Representative thereof), the Security Agreement, and all other Loan Documents required to be executed and delivered on or prior to the Closing Date have been duly executed and delivered by the Borrower and each other party thereto. Each such Loan Document constitutes the legal, valid, and binding obligation of the Borrower and each other obligor party thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.
(b) Payoff Letter — Ridgeline Commercial Bank. The Borrower has obtained and delivered to the Administrative Agent a payoff letter from Ridgeline Commercial Bank (contact: Renata Vasquez, Vice President, Commercial Lending), dated August 10, 2022, confirming the payoff amount of $8,237,422 (consisting of $8,200,000 in outstanding principal and $37,422 in estimated accrued and unpaid interest through August 12, 2022) and Ridgeline Commercial Bank's commitment to (i) release all liens and security interests in the Borrower's assets granted pursuant to the Ridgeline Facility, and (ii) file UCC-3 termination statements with respect to all UCC-1 financing statements filed in connection with the Ridgeline Facility, in each case promptly upon receipt of the payoff proceeds. The payoff proceeds will be wire-transferred to Ridgeline Commercial Bank on the date hereof from the proceeds of the Term Loan.
(c) UCC Filings. UCC-1 financing statements have been filed, or are being filed concurrently with the Closing Date, with the Delaware Secretary of State (covering the Borrower as debtor, with the Collateral Agent as secured party) and with the Texas Secretary of State (covering the Borrower as debtor, with the Collateral Agent as secured party), in each case perfecting the security interests granted by the Borrower to the Collateral Agent under the Security Agreement.
(d) Deposit Account Control Agreements. The Borrower has executed and delivered deposit account control agreements (each, a "DACA") with respect to all operating accounts of the Borrower, including, without limitation, the Borrower's new primary operating account at Pinnacle National Bank, National Association (Account Number: 7841-0029-3356), in each case in form and substance satisfactory to the Administrative Agent and the Collateral Agent. Each such DACA has been acknowledged and countersigned by the applicable depositary bank.
(e) Officer's Certificate. Delivery of this Certificate to the Administrative Agent and the Collateral Agent.
(f) Secretary's Certificate. Delivery of the Secretary's Certificate, executed by Jerome Hartwell, General Counsel and Secretary of the Borrower, certifying as to (i) the Certificate of Incorporation and Bylaws of the Borrower, (ii) the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery, and performance of the Loan Documents, and (iii) the incumbency and specimen signatures of the officers of the Borrower authorized to execute and deliver the Loan Documents and any notices, certificates, or other documents to be delivered in connection therewith.
(g) Legal Opinions. Delivery of (i) the legal opinion of Calderwood & Harkness LLP, counsel to the Borrower, addressed to the Administrative Agent, the Collateral Agent, and the Lender, covering customary matters including due authorization, enforceability, no conflicts, perfection of security interests, and no litigation, and (ii) the legal opinion of Wainwright & Pryor LLP, counsel to the Lender, addressed to the Administrative Agent and the Lender, covering customary matters.
(h) Insurance. Delivery of evidence of insurance from Ashford & Crane Insurance Brokerage LLC (the Borrower's insurance broker of record), demonstrating that the Borrower maintains the following insurance coverages in full force and effect as required by the Term Loan Agreement:
(i) Property and Casualty Insurance: Minimum coverage of $50,000,000 per occurrence, issued by Northbrook Indemnity Insurance Co. (A.M. Best rating: A, XV), with the Administrative Agent named as loss payee with respect to the collateral;
(ii) Cyber Liability Insurance: Minimum coverage of $10,000,000 per occurrence, issued by Northbrook Indemnity Insurance Co. (A.M. Best rating: A, XV), with the Administrative Agent named as additional insured; and
(iii) Directors and Officers Liability Insurance: Minimum coverage of $15,000,000 in the aggregate, issued by Crosshaven Specialty Underwriters, Inc. (A.M. Best rating: A-, XIV), with the Administrative Agent named as additional insured as required.
(i) Financial Statements. Delivery of audited financial statements of the Borrower for the fiscal years ended December 31, 2020 and December 31, 2021, in each case prepared in accordance with generally accepted accounting principles consistently applied and audited by Hartfield & Associates CPAs, PLLC (engagement partner: Neil Calderon, CPA), with unqualified audit opinions issued with respect to each such fiscal year.
(j) Pro Forma Compliance Certificate. Delivery of the Pro Forma Compliance Certificate executed by Priya Ramanathan, Chief Financial Officer of the Borrower, demonstrating pro forma compliance with all financial covenants set forth in the Term Loan Agreement after giving effect to the funding of the Term Loan and the application of proceeds.
(k) Good Standing Certificates. Delivery of certificates of good standing (or equivalent certificates) for the Borrower issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, each dated within thirty (30) days of the Closing Date.
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 initial funding of the Term Loan and in taking or refraining from taking any action under or in connection with the Term Loan Agreement or any other Loan Document. The undersigned acknowledges that the Administrative Agent and the Collateral Agent would not make the initial funding of the Term Loan absent the delivery of this Certificate and the certifications contained herein.
This Certificate shall inure to the benefit of, and be enforceable by, the Administrative Agent, the Collateral Agent, the Lender, and their respective successors and assigns. Nothing in this Certificate, express or implied, shall give to any person other than the Administrative Agent, the Collateral Agent, the Lender, and their respective successors and assigns any benefit or legal or equitable right, remedy, or claim under or by reason of this Certificate.
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 Brightfield Cloud Services Inc., Pinnacle National Bank, National Association, as Lender and Administrative Agent, and Meridian Whitcomb LLC, as Collateral Agent. This Certificate does not constitute an amendment, waiver, or modification of any provision of the Term Loan Agreement or any other Loan Document.
Use of Proceeds | Amount
Repayment and termination of existing revolving credit facility with Ridgeline Commercial Bank ($8,200,000 principal plus $37,422 estimated accrued interest through August 12, 2022) | $8,237,422
Dallas, TX data center build-out (2700 Stemmons Freeway, Building C, Dallas, TX 75207) | $11,500,000
Phoenix, AZ data center build-out (1850 West Buckeye Road, Suite 100, Phoenix, AZ 85009) | $9,800,000
Procurement of proprietary server hardware and appliances | $3,500,000
Working capital and general corporate purposes | $1,612,578
Upfront fee payable to the Administrative Agent (1.00% of $35,000,000 commitment amount) | $350,000
Total | $35,000,000

OFFICER'S CERTIFICATE OF BRIGHTFIELD CLOUD SERVICES INC.

BRIGHTFIELD CLOUD SERVICES INC.

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