1042-00001 · Brightfield Cloud Services Inc · Closing

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SECRETARY'S CERTIFICATE

BRIGHTFIELD CLOUD SERVICES INC.

August 12, 2022

Delivered to:

Pinnacle National Bank, National Association as Lender and Administrative Agent 600 Lexington Avenue, 35th Floor New York, NY 10022

Meridian Whitcomb LLC as Collateral Agent 100 Wall Street, 18th Floor New York, NY 10005

Reference: Term Loan Agreement dated as of July 28, 2022 (the "Term Loan Agreement"), among Brightfield Cloud Services Inc., a Delaware corporation (the "Borrower" or the "Company"), Pinnacle National Bank, National Association, as Lender and Administrative Agent ("Pinnacle"), and Meridian Whitcomb LLC, as Collateral Agent (the "Collateral Agent"), providing for a $35,000,000 senior secured term loan facility (the "Term Loan").

This Secretary's Certificate is delivered pursuant to Section 4.01(d) of the Term Loan Agreement as a condition precedent to the initial funding of the Term Loan on the Closing Date (as defined in the Term Loan Agreement).

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, Suite 800, Austin, TX 78731. The Company's federal Employer Identification Number (EIN) is 84-3291057. The Company's registered agent for service of process in the State of Delaware is Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, DE 19801.

The undersigned delivers this Secretary's Certificate in his official capacity as General Counsel and Secretary of the Company and not in his individual or personal capacity. The undersigned has access to the corporate records and books of the Company, including the minute books, stock ledger, Certificate of Incorporation, Bylaws, and all resolutions duly adopted by the Board of Directors of the Company, and is authorized to certify the matters set forth herein.

Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Term Loan Agreement.

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 filed with the Secretary of State of the State of Delaware, including all amendments and restatements thereto through the date hereof (collectively, as so amended and restated, the "Charter"). The Certificate of Incorporation has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached to Exhibit A, and no proceedings for any such amendment, restatement, supplement, or modification are currently pending or contemplated. The Charter remains in full force and effect as of the date hereof.

The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing issued by the Delaware Secretary of State, a copy of which is included in Exhibit A. In addition, the Company is duly qualified to do business as a foreign corporation and is in good standing in each of the following jurisdictions in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary: the State of Texas, the State of Arizona, the State of California, and the Commonwealth of Virginia. The Company has all requisite corporate power and authority to own or hold under lease its properties and to conduct its business as presently conducted and as contemplated under the Term Loan Agreement.

Certification 2: Bylaws

Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Brightfield Cloud Services Inc., as currently in effect (the "Bylaws"). The Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of adoption reflected therein, and no proceedings for any such amendment, restatement, supplement, or modification are currently pending or contemplated. The Bylaws as attached to Exhibit B constitute the entire and only bylaws of the Company and are in full force and effect as of the date hereof.

Certification 3: Board Resolutions

Attached hereto as Exhibit C is a true, correct, and complete copy of resolutions (the "Resolutions") duly adopted by the Board of Directors of Brightfield Cloud Services Inc. authorizing the following actions:

(a) the execution, delivery, and performance by the Company of the Term Loan Agreement, dated as of July 28, 2022, by and among the Company, Pinnacle National Bank, National Association, as Lender and Administrative Agent, and Meridian Whitcomb LLC, as Collateral Agent;

(b) the execution, delivery, and performance by the Company of the Guaranty Agreement (to the extent the Company is required to join or acknowledge the same), dated as of July 28, 2022, by Solara Holdings Group LLC, the Company's direct parent and sole equity holder, in favor of Pinnacle National Bank, National Association, as Administrative Agent;

(c) the execution, delivery, and performance by the Company of the Security Agreement, dated as of July 28, 2022, by the Company in favor of Meridian Whitcomb LLC, as Collateral Agent for the benefit of Pinnacle National Bank, National Association, granting a first-priority security interest in substantially all assets of the Company;

(d) the borrowing of $35,000,000 under the Term Loan Agreement;

(e) the use of proceeds of the Term Loan for:

(i) repayment in full of the existing $15,000,000 revolving credit facility with Ridgeline Commercial Bank (the total payoff amount being $8,237,422, comprising $8,200,000 of outstanding principal and approximately $37,422 of accrued and unpaid interest through the anticipated payoff date);

(ii) the build-out of regional cloud data centers in Dallas, Texas and Phoenix, Arizona;

(iii) procurement of proprietary server hardware and related data center equipment;

(iv) payment of fees, costs, and expenses incurred in connection with the Term Loan and the transactions contemplated by the Term Loan Agreement; and

(v) working capital and general corporate purposes;

(f) the grant of a first-priority perfected security interest in substantially all assets of the Company, including, without limitation, accounts receivable, inventory, equipment (including server hardware and data center equipment), intellectual property (including software, patents, and trademarks), deposit accounts, general intangibles, chattel paper, instruments, investment property, letter-of-credit rights, commercial tort claims, and equity interests in subsidiaries (limited to sixty-five percent (65%) of the voting stock of any first-tier foreign subsidiary), and the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, in each case as more fully described in the Security Agreement;

(g) the execution and delivery of all other documents, instruments, certificates, and agreements required or contemplated in connection with the Term Loan, including, without limitation, deposit account control agreements with each depository institution at which the Company maintains deposit accounts, officer's certificates, compliance certificates, legal opinions, and any other ancillary documents reasonably requested by Pinnacle or the Collateral Agent; and

(h) the authorization of certain officers of the Company, by name and title, to execute and deliver any and all documents, instruments, certificates, and agreements on behalf of the Company in connection with the foregoing, and to take all such further actions as any such officer may determine to be necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing Resolutions, with such determination to be conclusively evidenced by the execution and delivery of such documents or the taking of such actions.

The Resolutions were duly adopted by the Board of Directors of the Company at a meeting duly called and held (or by unanimous written consent in lieu of a meeting) on or prior to July 28, 2022, at which a quorum of the Board of Directors was present and acting throughout. The Resolutions were adopted by the affirmative vote of all directors present at such meeting, and the adoption of the Resolutions complied in all respects with the requirements of the General Corporation Law of the State of Delaware and the Certificate of Incorporation and Bylaws of the Company. The Resolutions have not been amended, modified, rescinded, or revoked in whole or in part and remain in full force and effect as of the date hereof.

Certification 4: Incumbency

Attached hereto as Exhibit D is a true, correct, and complete incumbency certificate setting forth the name, title, and specimen signature of each officer of the Company authorized to execute and deliver the Term Loan Agreement, the Security Agreement, and all related documents, instruments, certificates, and agreements on behalf of the Company. The officers so authorized are as follows:

Each of the persons named above has been duly elected or appointed to his or her respective office in accordance with the Certificate of Incorporation and Bylaws of the Company, is qualified to serve in such capacity, and is serving in such capacity as of the date hereof. No proceedings for the removal, resignation, or replacement of any of the foregoing officers have been initiated or are pending as of the date hereof. The specimen signatures appearing on Exhibit D are the genuine signatures of such persons.

Certification 5: No Conflict; Good Standing; Necessary Approvals

The undersigned further certifies that neither the execution and delivery by the Company of the Term Loan Agreement, the Guaranty Agreement (to the extent the Company is required to join or acknowledge the same), the Security Agreement, or any other document, instrument, or certificate delivered or to be delivered in connection with the Term Loan, nor the consummation of the transactions contemplated thereby, nor the performance by the Company of its obligations thereunder:

(a) conflicts with, or results in a breach or violation of, any provision of the Certificate of Incorporation or Bylaws of the Company;

(b) conflicts with, or results in a breach or violation of, any resolution duly adopted by the Board of Directors of the Company or any committee thereof; or

(c) to the knowledge of the undersigned, after due inquiry, conflicts with or violates any applicable federal, state, or local law, statute, rule, regulation, ordinance, order, judgment, decree, or governmental requirement applicable to the Company.

The Company has obtained all necessary corporate approvals, authorizations, and consents required under its Certificate of Incorporation, Bylaws, and applicable law to enter into and perform its obligations under the Term Loan Agreement, the Security Agreement, and each of the other documents, instruments, and agreements to be executed and delivered by the Company in connection with the Term Loan. No further corporate action on the part of the Company, its Board of Directors, or its stockholders is necessary or required to authorize the execution, delivery, and performance of the Term Loan Agreement and the related documents.

Certification 6: No Amendments to Organizational Documents

The undersigned further certifies that since December 31, 2021 (the reference date for the representation and warranty regarding the absence of a Material Adverse Change as set forth in Section 5.08 of the Term Loan Agreement), there have been no amendments, restatements, supplements, or modifications to the Certificate of Incorporation or the Bylaws of the Company that are materially adverse to the interests of Pinnacle National Bank, National Association, in its capacity as Lender and Administrative Agent, or to Meridian Whitcomb LLC, in its capacity as Collateral Agent, under the Term Loan Agreement or any of the related documents. Furthermore, no such amendment, restatement, supplement, or modification is currently pending or contemplated as of the date hereof.

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 the Term Loan on August 12, 2022 (the "Closing Date"). The undersigned acknowledges that Pinnacle, the Collateral Agent, and their counsel will rely upon the accuracy and completeness of the certifications, representations, and statements set forth herein and in the Exhibits attached hereto in connection with their decision to fund the Term Loan on the Closing Date and in connection with the rendering of legal opinions, if any, required under the Term Loan Agreement.

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

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 Directors of the Company to execute and deliver this Secretary's Certificate and to make the certifications set forth herein in his official capacity as General Counsel and Secretary. The signature of Jerome Hartwell appearing above is his genuine signature.

BRIGHTFIELD CLOUD SERVICES INC.

By: ________

Name: Marcus Elliston

Title: Chief Executive Officer

Date: August 12, 2022

EXHIBIT A

CERTIFICATE OF INCORPORATION

BRIGHTFIELD CLOUD SERVICES INC.

Attached hereto is a certified copy of the Certificate of Incorporation of Brightfield Cloud Services Inc., as filed with the Secretary of State of the State of Delaware, including all amendments and restatements thereto through the date hereof.

Entity Type: Corporation incorporated under the General Corporation Law of the State of Delaware.

Delaware Registered Agent: Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, DE 19801.

Date of Original Incorporation: The Company was originally incorporated in the State of Delaware in 2018. Subsequent to its incorporation, the Company was acquired by Solara Capital Partners, a private equity investment firm, in October 2020. In connection with such acquisition, the Company's capital structure and Certificate of Incorporation were amended to reflect the new ownership by Solara Holdings Group LLC, the direct parent entity and sole equity holder of the Company.

The Certificate of Incorporation, together with all amendments and certificates of correction, if any, filed with the Delaware Secretary of State through the date hereof, is attached on the following pages. A Certificate of Good Standing from the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the date hereof, is also included herewith.

[Certified copy of Certificate of Incorporation, including all amendments, follows this page]

EXHIBIT B

BYLAWS

BRIGHTFIELD CLOUD SERVICES INC.

Attached hereto is a true and correct copy of the Bylaws of Brightfield Cloud Services Inc., as adopted by the Board of Directors and currently in full force and effect as of the date hereof. The Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of adoption reflected therein, and no proceedings for any such amendment or modification are pending or contemplated.

[True and correct copy of the Bylaws of Brightfield Cloud Services Inc. follows this page]

EXHIBIT C

RESOLUTIONS OF THE BOARD OF DIRECTORS

BRIGHTFIELD CLOUD SERVICES INC.

The following resolutions were duly adopted by the Board of Directors of Brightfield Cloud Services Inc. (the "Company") by unanimous written consent in lieu of a meeting, effective as of July 28, 2022, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and the Bylaws of the Company:

WHEREAS, the Company desires to enter into a Term Loan Agreement (the "Term Loan Agreement") with Pinnacle National Bank, National Association ("Pinnacle"), as Lender and Administrative Agent, and Meridian Whitcomb LLC (the "Collateral Agent"), as Collateral Agent, pursuant to which Pinnacle will provide the Company with a $35,000,000 senior secured term loan facility (the "Term Loan");

WHEREAS, in connection with the Term Loan Agreement, the Company desires to execute and deliver a Security Agreement (the "Security Agreement") in favor of the Collateral Agent, for the benefit of Pinnacle, granting a first-priority security interest in substantially all assets of the Company to secure the Company's obligations under the Term Loan Agreement;

WHEREAS, Solara Holdings Group LLC ("Solara Holdings"), the Company's direct parent entity and sole equity holder, has agreed to execute and deliver a Guaranty Agreement (the "Guaranty Agreement") in favor of Pinnacle, guaranteeing the Company's obligations under the Term Loan Agreement, and the Company may be required to join or acknowledge such Guaranty Agreement;

WHEREAS, the Company intends to use the proceeds of the Term Loan to, among other things, (i) repay in full the existing $15,000,000 revolving credit facility with Ridgeline Commercial Bank (with a total payoff amount of $8,237,422, comprising $8,200,000 of outstanding principal and approximately $37,422 of accrued and unpaid interest), (ii) finance the build-out of regional cloud data centers in Dallas, Texas and Phoenix, Arizona, (iii) procure proprietary server hardware and related data center equipment, (iv) pay fees, costs, and expenses incurred in connection with the Term Loan, and (v) fund working capital and general corporate purposes; and

WHEREAS, the Board of Directors has reviewed and considered the terms and conditions of the Term Loan Agreement, the Security Agreement, the Guaranty Agreement, and the other documents to be delivered in connection with the Term Loan (collectively, the "Loan Documents"), and has determined that it is in the best interests of the Company to authorize the execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby.

NOW, THEREFORE, BE IT RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Term Loan Agreement, the Security Agreement, and each of the other Loan Documents to which the Company is or will be a party, in substantially the forms presented to the Board of Directors, with such changes, modifications, and amendments thereto as the officers executing such documents shall approve, such approval to be conclusively evidenced by the execution and delivery thereof;

RESOLVED FURTHER, that the Company is hereby authorized to borrow the aggregate principal amount of $35,000,000 under the Term Loan Agreement on the terms and conditions set forth therein;

RESOLVED FURTHER, that the Company is hereby authorized to grant a first-priority perfected security interest in substantially all of its assets to the Collateral Agent for the benefit of Pinnacle, including, without limitation, accounts receivable, inventory, equipment (including server hardware and data center equipment), intellectual property (including software, patents, and trademarks), deposit accounts, general intangibles, chattel paper, instruments, investment property, letter-of-credit rights, commercial tort claims, and equity interests in subsidiaries (limited to sixty-five percent (65%) of the voting stock of any first-tier foreign subsidiary), all as more fully described in the Security Agreement;

RESOLVED FURTHER, that the Company is hereby authorized to use the proceeds of the Term Loan for the following purposes and in the following approximate amounts:

Note: Any shortfall or excess in the foregoing allocations shall be applied to or from working capital and general corporate purposes.

RESOLVED FURTHER, that the Company is hereby authorized to file, or cause to be filed, UCC-1 financing statements with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, and such other UCC filings in such other jurisdictions as may be necessary or advisable to perfect the security interests granted under the Security Agreement;

RESOLVED FURTHER, that each of the following officers of the Company is hereby authorized and directed, acting individually, to execute and deliver the Term Loan Agreement, the Security Agreement, and each of the other Loan Documents to which the Company is a party, and any and all other documents, instruments, certificates, and agreements required or contemplated in connection with the Term Loan, on behalf of the Company:

• Marcus Elliston, Chief Executive Officer

• Priya Ramanathan, Chief Financial Officer

• Jerome Hartwell, General Counsel and Secretary

and any one of such officers, acting alone, is hereby authorized and empowered to execute and deliver all such documents and to take all such actions as such officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, the execution of any such document or the taking of any such action to be conclusive evidence of such officer's approval thereof;

RESOLVED FURTHER, that all actions heretofore taken by any officer, director, or authorized representative of the Company in connection with the negotiation, preparation, and execution of the Term Loan Agreement and the related Loan Documents are hereby ratified, confirmed, and approved in all respects; and

RESOLVED FURTHER, that each of the foregoing officers is hereby authorized and empowered to take all such further actions, to execute and deliver all such further documents, instruments, certificates, and agreements, and to pay all such fees, costs, and expenses as any such officer shall determine to be necessary, appropriate, or advisable to consummate the transactions contemplated by the foregoing resolutions, the determination of any such officer as to the necessity, appropriateness, or advisability of any such action, document, or payment to be conclusively evidenced by the taking of such action, the execution and delivery of such document, or the payment of such fees, costs, or expenses.

The foregoing resolutions were duly adopted by the unanimous written consent of the Board of Directors of Brightfield Cloud Services Inc., effective as of July 28, 2022.

EXHIBIT D

INCUMBENCY CERTIFICATE

BRIGHTFIELD CLOUD SERVICES INC.

The undersigned, Jerome Hartwell, General Counsel and Secretary of Brightfield Cloud Services Inc., a corporation incorporated under the laws of the State of Delaware (the "Company"), hereby certifies that each of the individuals listed below is a duly elected or appointed officer of the Company, holding the title set forth opposite his or her name, is qualified to serve in such capacity, and is duly authorized to act on behalf of the Company in connection with the Term Loan Agreement dated as of July 28, 2022, the Security Agreement dated as of July 28, 2022, and all related documents, instruments, certificates, and agreements to be executed and delivered by the Company in connection therewith.

The signature set forth opposite each individual's name below is the genuine signature of such individual.

This Incumbency Certificate is delivered as of August 12, 2022, pursuant to the Term Loan Agreement and may be relied upon by Pinnacle National Bank, National Association, as Lender and Administrative Agent, and Meridian Whitcomb LLC, as Collateral Agent, in connection with the closing and funding of the Term Loan.

BRIGHTFIELD CLOUD SERVICES INC.

By: ________

Name: Jerome Hartwell

Title: General Counsel and Secretary

Date: August 12, 2022

This Secretary's Certificate, together with all Exhibits attached hereto, constitutes a confidential document delivered in connection with the Term Loan Agreement dated as of July 28, 2022. Distribution is limited to the parties to the Term Loan Agreement and their respective legal counsel.

Name	Title	Authorization
Marcus Elliston	Chief Executive Officer	Authorized to execute and deliver the Term Loan Agreement, the Security Agreement, the Officer's Certificate, and all related documents, instruments, and agreements on behalf of the Company
Priya Ramanathan	Chief Financial Officer	Authorized to execute and deliver the Term Loan Agreement, the Security Agreement, Compliance Certificates, and all related documents, instruments, and agreements on behalf of the Company
Jerome Hartwell	General Counsel and Secretary	Authorized to execute and deliver the Term Loan Agreement, the Security Agreement, this Secretary's Certificate, and all related documents, instruments, and agreements on behalf of the Company
Use of Proceeds	Approximate Amount
Repayment of Ridgeline Commercial Bank revolving credit facility (payoff amount)	$8,237,422
Build-out of Dallas, Texas regional cloud data center	$11,500,000
Build-out of Phoenix, Arizona regional cloud data center	$9,800,000
Procurement of proprietary server hardware	$3,500,000
Working capital and general corporate purposes	$1,650,000
Upfront commitment fee payable to Pinnacle	$350,000
Fees, costs, and transaction expenses (including legal fees)	Included above
Total	$35,037,422
Name	Title	Specimen Signature
Marcus Elliston	Chief Executive Officer	________
Priya Ramanathan	Chief Financial Officer	________
Jerome Hartwell	General Counsel and Secretary	________

SECRETARY'S CERTIFICATE
OF
BRIGHTFIELD CLOUD SERVICES INC.
August 12, 2022
Delivered to:
Pinnacle National Bank, National Association as Lender and Administrative Agent 600 Lexington Avenue, 35th Floor New York, NY 10022
Meridian Whitcomb LLC as Collateral Agent 100 Wall Street, 18th Floor New York, NY 10005
Reference: Term Loan Agreement dated as of July 28, 2022 (the "Term Loan Agreement"), among Brightfield Cloud Services Inc., a Delaware corporation (the "Borrower" or the "Company"), Pinnacle National Bank, National Association, as Lender and Administrative Agent ("Pinnacle"), and Meridian Whitcomb LLC, as Collateral Agent (the "Collateral Agent"), providing for a $35,000,000 senior secured term loan facility (the "Term Loan").
This Secretary's Certificate is delivered pursuant to Section 4.01(d) of the Term Loan Agreement as a condition precedent to the initial funding of the Term Loan on the Closing Date (as defined in the Term Loan Agreement).
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, Suite 800, Austin, TX 78731. The Company's federal Employer Identification Number (EIN) is 84-3291057. The Company's registered agent for service of process in the State of Delaware is Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, DE 19801.
The undersigned delivers this Secretary's Certificate in his official capacity as General Counsel and Secretary of the Company and not in his individual or personal capacity. The undersigned has access to the corporate records and books of the Company, including the minute books, stock ledger, Certificate of Incorporation, Bylaws, and all resolutions duly adopted by the Board of Directors of the Company, and is authorized to certify the matters set forth herein.
Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Term Loan Agreement.
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 filed with the Secretary of State of the State of Delaware, including all amendments and restatements thereto through the date hereof (collectively, as so amended and restated, the "Charter"). The Certificate of Incorporation has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached to Exhibit A, and no proceedings for any such amendment, restatement, supplement, or modification are currently pending or contemplated. The Charter remains in full force and effect as of the date hereof.
The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing issued by the Delaware Secretary of State, a copy of which is included in Exhibit A. In addition, the Company is duly qualified to do business as a foreign corporation and is in good standing in each of the following jurisdictions in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary: the State of Texas, the State of Arizona, the State of California, and the Commonwealth of Virginia. The Company has all requisite corporate power and authority to own or hold under lease its properties and to conduct its business as presently conducted and as contemplated under the Term Loan Agreement.
Certification 2: Bylaws
Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Brightfield Cloud Services Inc., as currently in effect (the "Bylaws"). The Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of adoption reflected therein, and no proceedings for any such amendment, restatement, supplement, or modification are currently pending or contemplated. The Bylaws as attached to Exhibit B constitute the entire and only bylaws of the Company and are in full force and effect as of the date hereof.
Certification 3: Board Resolutions
Attached hereto as Exhibit C is a true, correct, and complete copy of resolutions (the "Resolutions") duly adopted by the Board of Directors of Brightfield Cloud Services Inc. authorizing the following actions:
(a) the execution, delivery, and performance by the Company of the Term Loan Agreement, dated as of July 28, 2022, by and among the Company, Pinnacle National Bank, National Association, as Lender and Administrative Agent, and Meridian Whitcomb LLC, as Collateral Agent;
(b) the execution, delivery, and performance by the Company of the Guaranty Agreement (to the extent the Company is required to join or acknowledge the same), dated as of July 28, 2022, by Solara Holdings Group LLC, the Company's direct parent and sole equity holder, in favor of Pinnacle National Bank, National Association, as Administrative Agent;
(c) the execution, delivery, and performance by the Company of the Security Agreement, dated as of July 28, 2022, by the Company in favor of Meridian Whitcomb LLC, as Collateral Agent for the benefit of Pinnacle National Bank, National Association, granting a first-priority security interest in substantially all assets of the Company;
(d) the borrowing of $35,000,000 under the Term Loan Agreement;
(e) the use of proceeds of the Term Loan for:
(i) repayment in full of the existing $15,000,000 revolving credit facility with Ridgeline Commercial Bank (the total payoff amount being $8,237,422, comprising $8,200,000 of outstanding principal and approximately $37,422 of accrued and unpaid interest through the anticipated payoff date);
(ii) the build-out of regional cloud data centers in Dallas, Texas and Phoenix, Arizona;
(iii) procurement of proprietary server hardware and related data center equipment;
(iv) payment of fees, costs, and expenses incurred in connection with the Term Loan and the transactions contemplated by the Term Loan Agreement; and
(v) working capital and general corporate purposes;
(f) the grant of a first-priority perfected security interest in substantially all assets of the Company, including, without limitation, accounts receivable, inventory, equipment (including server hardware and data center equipment), intellectual property (including software, patents, and trademarks), deposit accounts, general intangibles, chattel paper, instruments, investment property, letter-of-credit rights, commercial tort claims, and equity interests in subsidiaries (limited to sixty-five percent (65%) of the voting stock of any first-tier foreign subsidiary), and the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, in each case as more fully described in the Security Agreement;
(g) the execution and delivery of all other documents, instruments, certificates, and agreements required or contemplated in connection with the Term Loan, including, without limitation, deposit account control agreements with each depository institution at which the Company maintains deposit accounts, officer's certificates, compliance certificates, legal opinions, and any other ancillary documents reasonably requested by Pinnacle or the Collateral Agent; and
(h) the authorization of certain officers of the Company, by name and title, to execute and deliver any and all documents, instruments, certificates, and agreements on behalf of the Company in connection with the foregoing, and to take all such further actions as any such officer may determine to be necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing Resolutions, with such determination to be conclusively evidenced by the execution and delivery of such documents or the taking of such actions.
The Resolutions were duly adopted by the Board of Directors of the Company at a meeting duly called and held (or by unanimous written consent in lieu of a meeting) on or prior to July 28, 2022, at which a quorum of the Board of Directors was present and acting throughout. The Resolutions were adopted by the affirmative vote of all directors present at such meeting, and the adoption of the Resolutions complied in all respects with the requirements of the General Corporation Law of the State of Delaware and the Certificate of Incorporation and Bylaws of the Company. The Resolutions have not been amended, modified, rescinded, or revoked in whole or in part and remain in full force and effect as of the date hereof.
Certification 4: Incumbency
Attached hereto as Exhibit D is a true, correct, and complete incumbency certificate setting forth the name, title, and specimen signature of each officer of the Company authorized to execute and deliver the Term Loan Agreement, the Security Agreement, and all related documents, instruments, certificates, and agreements on behalf of the Company. The officers so authorized are as follows:
Each of the persons named above has been duly elected or appointed to his or her respective office in accordance with the Certificate of Incorporation and Bylaws of the Company, is qualified to serve in such capacity, and is serving in such capacity as of the date hereof. No proceedings for the removal, resignation, or replacement of any of the foregoing officers have been initiated or are pending as of the date hereof. The specimen signatures appearing on Exhibit D are the genuine signatures of such persons.
Certification 5: No Conflict; Good Standing; Necessary Approvals
The undersigned further certifies that neither the execution and delivery by the Company of the Term Loan Agreement, the Guaranty Agreement (to the extent the Company is required to join or acknowledge the same), the Security Agreement, or any other document, instrument, or certificate delivered or to be delivered in connection with the Term Loan, nor the consummation of the transactions contemplated thereby, nor the performance by the Company of its obligations thereunder:
(a) conflicts with, or results in a breach or violation of, any provision of the Certificate of Incorporation or Bylaws of the Company;
(b) conflicts with, or results in a breach or violation of, any resolution duly adopted by the Board of Directors of the Company or any committee thereof; or
(c) to the knowledge of the undersigned, after due inquiry, conflicts with or violates any applicable federal, state, or local law, statute, rule, regulation, ordinance, order, judgment, decree, or governmental requirement applicable to the Company.
The Company has obtained all necessary corporate approvals, authorizations, and consents required under its Certificate of Incorporation, Bylaws, and applicable law to enter into and perform its obligations under the Term Loan Agreement, the Security Agreement, and each of the other documents, instruments, and agreements to be executed and delivered by the Company in connection with the Term Loan. No further corporate action on the part of the Company, its Board of Directors, or its stockholders is necessary or required to authorize the execution, delivery, and performance of the Term Loan Agreement and the related documents.
Certification 6: No Amendments to Organizational Documents
The undersigned further certifies that since December 31, 2021 (the reference date for the representation and warranty regarding the absence of a Material Adverse Change as set forth in Section 5.08 of the Term Loan Agreement), there have been no amendments, restatements, supplements, or modifications to the Certificate of Incorporation or the Bylaws of the Company that are materially adverse to the interests of Pinnacle National Bank, National Association, in its capacity as Lender and Administrative Agent, or to Meridian Whitcomb LLC, in its capacity as Collateral Agent, under the Term Loan Agreement or any of the related documents. Furthermore, no such amendment, restatement, supplement, or modification is currently pending or contemplated as of the date hereof.
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 the Term Loan on August 12, 2022 (the "Closing Date"). The undersigned acknowledges that Pinnacle, the Collateral Agent, and their counsel will rely upon the accuracy and completeness of the certifications, representations, and statements set forth herein and in the Exhibits attached hereto in connection with their decision to fund the Term Loan on the Closing Date and in connection with the rendering of legal opinions, if any, required under the Term Loan Agreement.
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
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 Directors of the Company to execute and deliver this Secretary's Certificate and to make the certifications set forth herein in his official capacity as General Counsel and Secretary. The signature of Jerome Hartwell appearing above is his genuine signature.
BRIGHTFIELD CLOUD SERVICES INC.
By: ________
Name: Marcus Elliston
Title: Chief Executive Officer
Date: August 12, 2022
EXHIBIT A
CERTIFICATE OF INCORPORATION
OF
BRIGHTFIELD CLOUD SERVICES INC.
Attached hereto is a certified copy of the Certificate of Incorporation of Brightfield Cloud Services Inc., as filed with the Secretary of State of the State of Delaware, including all amendments and restatements thereto through the date hereof.
Entity Type: Corporation incorporated under the General Corporation Law of the State of Delaware.
Delaware Registered Agent: Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, DE 19801.
Date of Original Incorporation: The Company was originally incorporated in the State of Delaware in 2018. Subsequent to its incorporation, the Company was acquired by Solara Capital Partners, a private equity investment firm, in October 2020. In connection with such acquisition, the Company's capital structure and Certificate of Incorporation were amended to reflect the new ownership by Solara Holdings Group LLC, the direct parent entity and sole equity holder of the Company.
The Certificate of Incorporation, together with all amendments and certificates of correction, if any, filed with the Delaware Secretary of State through the date hereof, is attached on the following pages. A Certificate of Good Standing from the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the date hereof, is also included herewith.
[Certified copy of Certificate of Incorporation, including all amendments, follows this page]
EXHIBIT B
BYLAWS
OF
BRIGHTFIELD CLOUD SERVICES INC.
Attached hereto is a true and correct copy of the Bylaws of Brightfield Cloud Services Inc., as adopted by the Board of Directors and currently in full force and effect as of the date hereof. The Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of adoption reflected therein, and no proceedings for any such amendment or modification are pending or contemplated.
[True and correct copy of the Bylaws of Brightfield Cloud Services Inc. follows this page]
EXHIBIT C
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
BRIGHTFIELD CLOUD SERVICES INC.
The following resolutions were duly adopted by the Board of Directors of Brightfield Cloud Services Inc. (the "Company") by unanimous written consent in lieu of a meeting, effective as of July 28, 2022, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and the Bylaws of the Company:
WHEREAS, the Company desires to enter into a Term Loan Agreement (the "Term Loan Agreement") with Pinnacle National Bank, National Association ("Pinnacle"), as Lender and Administrative Agent, and Meridian Whitcomb LLC (the "Collateral Agent"), as Collateral Agent, pursuant to which Pinnacle will provide the Company with a $35,000,000 senior secured term loan facility (the "Term Loan");
WHEREAS, in connection with the Term Loan Agreement, the Company desires to execute and deliver a Security Agreement (the "Security Agreement") in favor of the Collateral Agent, for the benefit of Pinnacle, granting a first-priority security interest in substantially all assets of the Company to secure the Company's obligations under the Term Loan Agreement;
WHEREAS, Solara Holdings Group LLC ("Solara Holdings"), the Company's direct parent entity and sole equity holder, has agreed to execute and deliver a Guaranty Agreement (the "Guaranty Agreement") in favor of Pinnacle, guaranteeing the Company's obligations under the Term Loan Agreement, and the Company may be required to join or acknowledge such Guaranty Agreement;
WHEREAS, the Company intends to use the proceeds of the Term Loan to, among other things, (i) repay in full the existing $15,000,000 revolving credit facility with Ridgeline Commercial Bank (with a total payoff amount of $8,237,422, comprising $8,200,000 of outstanding principal and approximately $37,422 of accrued and unpaid interest), (ii) finance the build-out of regional cloud data centers in Dallas, Texas and Phoenix, Arizona, (iii) procure proprietary server hardware and related data center equipment, (iv) pay fees, costs, and expenses incurred in connection with the Term Loan, and (v) fund working capital and general corporate purposes; and
WHEREAS, the Board of Directors has reviewed and considered the terms and conditions of the Term Loan Agreement, the Security Agreement, the Guaranty Agreement, and the other documents to be delivered in connection with the Term Loan (collectively, the "Loan Documents"), and has determined that it is in the best interests of the Company to authorize the execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby.
NOW, THEREFORE, BE IT RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Term Loan Agreement, the Security Agreement, and each of the other Loan Documents to which the Company is or will be a party, in substantially the forms presented to the Board of Directors, with such changes, modifications, and amendments thereto as the officers executing such documents shall approve, such approval to be conclusively evidenced by the execution and delivery thereof;
RESOLVED FURTHER, that the Company is hereby authorized to borrow the aggregate principal amount of $35,000,000 under the Term Loan Agreement on the terms and conditions set forth therein;
RESOLVED FURTHER, that the Company is hereby authorized to grant a first-priority perfected security interest in substantially all of its assets to the Collateral Agent for the benefit of Pinnacle, including, without limitation, accounts receivable, inventory, equipment (including server hardware and data center equipment), intellectual property (including software, patents, and trademarks), deposit accounts, general intangibles, chattel paper, instruments, investment property, letter-of-credit rights, commercial tort claims, and equity interests in subsidiaries (limited to sixty-five percent (65%) of the voting stock of any first-tier foreign subsidiary), all as more fully described in the Security Agreement;
RESOLVED FURTHER, that the Company is hereby authorized to use the proceeds of the Term Loan for the following purposes and in the following approximate amounts:
Note: Any shortfall or excess in the foregoing allocations shall be applied to or from working capital and general corporate purposes.
RESOLVED FURTHER, that the Company is hereby authorized to file, or cause to be filed, UCC-1 financing statements with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, and such other UCC filings in such other jurisdictions as may be necessary or advisable to perfect the security interests granted under the Security Agreement;
RESOLVED FURTHER, that each of the following officers of the Company is hereby authorized and directed, acting individually, to execute and deliver the Term Loan Agreement, the Security Agreement, and each of the other Loan Documents to which the Company is a party, and any and all other documents, instruments, certificates, and agreements required or contemplated in connection with the Term Loan, on behalf of the Company:
•  Marcus Elliston, Chief Executive Officer
•  Priya Ramanathan, Chief Financial Officer
•  Jerome Hartwell, General Counsel and Secretary
and any one of such officers, acting alone, is hereby authorized and empowered to execute and deliver all such documents and to take all such actions as such officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, the execution of any such document or the taking of any such action to be conclusive evidence of such officer's approval thereof;
RESOLVED FURTHER, that all actions heretofore taken by any officer, director, or authorized representative of the Company in connection with the negotiation, preparation, and execution of the Term Loan Agreement and the related Loan Documents are hereby ratified, confirmed, and approved in all respects; and
RESOLVED FURTHER, that each of the foregoing officers is hereby authorized and empowered to take all such further actions, to execute and deliver all such further documents, instruments, certificates, and agreements, and to pay all such fees, costs, and expenses as any such officer shall determine to be necessary, appropriate, or advisable to consummate the transactions contemplated by the foregoing resolutions, the determination of any such officer as to the necessity, appropriateness, or advisability of any such action, document, or payment to be conclusively evidenced by the taking of such action, the execution and delivery of such document, or the payment of such fees, costs, or expenses.
The foregoing resolutions were duly adopted by the unanimous written consent of the Board of Directors of Brightfield Cloud Services Inc., effective as of July 28, 2022.
EXHIBIT D
INCUMBENCY CERTIFICATE
BRIGHTFIELD CLOUD SERVICES INC.
The undersigned, Jerome Hartwell, General Counsel and Secretary of Brightfield Cloud Services Inc., a corporation incorporated under the laws of the State of Delaware (the "Company"), hereby certifies that each of the individuals listed below is a duly elected or appointed officer of the Company, holding the title set forth opposite his or her name, is qualified to serve in such capacity, and is duly authorized to act on behalf of the Company in connection with the Term Loan Agreement dated as of July 28, 2022, the Security Agreement dated as of July 28, 2022, and all related documents, instruments, certificates, and agreements to be executed and delivered by the Company in connection therewith.
The signature set forth opposite each individual's name below is the genuine signature of such individual.
This Incumbency Certificate is delivered as of August 12, 2022, pursuant to the Term Loan Agreement and may be relied upon by Pinnacle National Bank, National Association, as Lender and Administrative Agent, and Meridian Whitcomb LLC, as Collateral Agent, in connection with the closing and funding of the Term Loan.
BRIGHTFIELD CLOUD SERVICES INC.
By: ________
Name: Jerome Hartwell
Title: General Counsel and Secretary
Date: August 12, 2022
This Secretary's Certificate, together with all Exhibits attached hereto, constitutes a confidential document delivered in connection with the Term Loan Agreement dated as of July 28, 2022. Distribution is limited to the parties to the Term Loan Agreement and their respective legal counsel.
Name | Title | Authorization
Marcus Elliston | Chief Executive Officer | Authorized to execute and deliver the Term Loan Agreement, the Security Agreement, the Officer's Certificate, and all related documents, instruments, and agreements on behalf of the Company
Priya Ramanathan | Chief Financial Officer | Authorized to execute and deliver the Term Loan Agreement, the Security Agreement, Compliance Certificates, and all related documents, instruments, and agreements on behalf of the Company
Jerome Hartwell | General Counsel and Secretary | Authorized to execute and deliver the Term Loan Agreement, the Security Agreement, this Secretary's Certificate, and all related documents, instruments, and agreements on behalf of the Company
Use of Proceeds | Approximate Amount
Repayment of Ridgeline Commercial Bank revolving credit facility (payoff amount) | $8,237,422
Build-out of Dallas, Texas regional cloud data center | $11,500,000
Build-out of Phoenix, Arizona regional cloud data center | $9,800,000
Procurement of proprietary server hardware | $3,500,000
Working capital and general corporate purposes | $1,650,000
Upfront commitment fee payable to Pinnacle | $350,000
Fees, costs, and transaction expenses (including legal fees) | Included above
Total | $35,037,422
Name | Title | Specimen Signature
Marcus Elliston | Chief Executive Officer | ________
Priya Ramanathan | Chief Financial Officer | ________
Jerome Hartwell | General Counsel and Secretary | ________

SECRETARY'S CERTIFICATE

BRIGHTFIELD CLOUD SERVICES INC.

I. INTRODUCTORY RECITALS AND IDENTIFICATION OF CERTIFYING OFFICER

II. CERTIFICATIONS

III. RELIANCE

IV. EXECUTION

BRIGHTFIELD CLOUD SERVICES INC.

BRIGHTFIELD CLOUD SERVICES INC.

EXHIBIT A

CERTIFICATE OF INCORPORATION

BRIGHTFIELD CLOUD SERVICES INC.

EXHIBIT B

BRIGHTFIELD CLOUD SERVICES INC.

EXHIBIT C

RESOLUTIONS OF THE BOARD OF DIRECTORS

BRIGHTFIELD CLOUD SERVICES INC.

EXHIBIT D

INCUMBENCY CERTIFICATE

BRIGHTFIELD CLOUD SERVICES INC.

BRIGHTFIELD CLOUD SERVICES INC.

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