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SECRETARY'S CERTIFICATE OF BRIGHTFIELD CLOUD SERVICES INC.

April 15, 2022

Delivered in Connection with the Issuance of Simple Agreements for Future Equity (SAFEs) by Brightfield Cloud Services Inc.

I, Tomás Guerrero-Vidal, hereby certify that I am the duly elected, qualified, and acting Secretary of Brightfield Cloud Services Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal office located at 4710 East Riverside Drive, Suite 210, Austin, TX 78741. I am executing and delivering this Secretary's Certificate (this "Certificate") in connection with the issuance by the Company of Post-Money Simple Agreements for Future Equity to five (5) angel investors (each, an "Investor" and collectively, the "Investors") in an aggregate investment amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000) with a post-money valuation cap of Twelve Million Dollars ($12,000,000) (collectively, the "SAFE Financing"). I am authorized and competent to make each of the certifications set forth herein, and I make such certifications based upon my personal knowledge, my review of the corporate records of the Company maintained in my capacity as Secretary, and such other information and documents as I have deemed necessary or appropriate.

In connection with the foregoing, I hereby certify, represent, and confirm to each Investor as follows:

1. Certificate of Incorporation

Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Brightfield Cloud Services Inc., as filed with the Secretary of State of the State of Delaware on September 14, 2021 (Delaware File Number: 6198274) (the "Certificate of Incorporation"). The Certificate of Incorporation has not been amended, restated, supplemented, or otherwise modified in any respect since the date of its original filing with the Delaware Secretary of State. The Certificate of Incorporation remains in full force and effect as of the date hereof and constitutes the sole charter document of the Company.

Without limiting the generality of the foregoing, I further certify that, pursuant to the Certificate of Incorporation, the total number of shares of capital stock that the Company is authorized to issue consists of 10,000,000 shares of Common Stock, par value $0.0001 per share. No shares of preferred stock of any series or class have been authorized, designated, or issued by the Company. No certificate of designation, certificate of amendment, certificate of correction, or restated certificate of incorporation has been filed with the Delaware Secretary of State with respect to the Company since September 14, 2021.

2. Bylaws

Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company (the "Bylaws"). The Bylaws were duly adopted by the sole incorporator of the Company on September 14, 2021, and have been in continuous effect since that date. The Bylaws have not been amended, restated, supplemented, or otherwise modified in any respect since their adoption, and they remain in full force and effect as of the date hereof. No action to amend, restate, or repeal the Bylaws, in whole or in part, has been proposed, approved, or is currently pending before the Board of Directors or the stockholders of the Company.

3. Board Written Consent

Attached hereto as Exhibit C is a true, correct, and complete copy of the Action by Unanimous Written Consent of the Board of Directors of the Company, dated April 4, 2022 (the "Board Written Consent"). The Board Written Consent was duly executed by all members of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law and the applicable provisions of the Company's Bylaws. As of April 4, 2022, the Board of Directors consisted of three (3) directors, each of whom duly executed the Board Written Consent. The Board Written Consent has not been amended, modified, rescinded, or revoked in any respect, and it remains in full force and effect as of the date hereof.

The Board Written Consent authorized, approved, and ratified, among other things, the following actions:

(a) The issuance by the Company of Post-Money Simple Agreements for Future Equity to five (5) angel investors in an aggregate investment amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), with a post-money valuation cap of Twelve Million Dollars ($12,000,000) and no discount rate, on terms substantially consistent with the form of SAFE instrument approved by the Board of Directors;

(b) The execution and delivery by the Company of the forms of Post-Money SAFE instrument and Pro Rata Side Letter in substantially the forms presented to and reviewed by the Board of Directors, with such changes thereto as the Chief Executive Officer may approve, such approval to be conclusively evidenced by the execution and delivery thereof;

(c) The filing of a Form D (Notice of Exempt Offering of Securities) with the United States Securities and Exchange Commission (the "SEC") and the making of all requisite state notice filings in the States of Texas, California, and New York, in each case in connection with the SAFE Financing and in reliance upon the exemption from registration provided by Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended;

(d) The authorization of Devin Mallory, in his capacity as Chief Executive Officer of the Company, to execute and deliver all transaction documents, agreements, instruments, certificates, and notices required or desirable in connection with the SAFE Financing, and to take all such further actions as may be necessary, appropriate, or advisable to consummate the SAFE Financing and to carry out the intent and purposes of the resolutions adopted by the Board of Directors; and

(e) The ratification and confirmation of all actions previously taken by the officers, directors, and agents of the Company in connection with the preparation, negotiation, and documentation of the SAFE Financing.

No further consents, approvals, or authorizations of the Board of Directors or the stockholders of the Company are required in connection with the consummation of the SAFE Financing.

4. Good Standing and Qualification

I hereby certify that the Company is a corporation validly existing and in good standing under the laws of the State of Delaware, as evidenced by the records of the Secretary of State of the State of Delaware (File Number: 6198274). All franchise taxes and fees due and payable to the State of Delaware have been paid in full through the date hereof.

I further certify that the Company is duly qualified to transact business as a foreign corporation in the State of Texas, as evidenced by the records of the Secretary of State of the State of Texas (Filing Number: 804217635). The Company's application for qualification as a foreign corporation in the State of Texas was filed with the Texas Secretary of State on September 22, 2021, and such qualification remains in full force and effect as of the date hereof. All applicable franchise taxes and fees due and payable to the State of Texas have been paid in full through the date hereof.

The Company's registered agent for service of process in the State of Delaware is Magnolia Registered Agents LLC, located at 1209 North Orange Street, Wilmington, DE 19801. The Company's registered agent for service of process in the State of Texas is Lone Star Statutory Agents Inc., located at 815 Brazos Street, Suite 500, Austin, TX 78701. Each such registered agent appointment is current and in good standing as of the date hereof.

Based upon a review of the Company's operations, assets, employees, and business activities, the Company is not required to be qualified or registered to do business as a foreign corporation in any jurisdiction other than the State of Texas as of the date hereof.

5. Incumbency and Authority

I hereby certify the names, titles, incumbency, and specimen signatures of the following officers of the Company, each of whom is duly serving in the capacity set forth opposite his or her name as of the date hereof:

Each of the foregoing officers was duly elected or appointed to his or her respective office by the Board of Directors of the Company in accordance with the Certificate of Incorporation and the Bylaws, is duly qualified to serve in such capacity, and is currently serving in such capacity as of the date hereof. The signatures set forth opposite each officer's name in the table above are the true and genuine signatures of such officer.

I further certify that Devin Mallory, in his capacity as Chief Executive Officer of the Company, is duly authorized to execute and deliver, on behalf of the Company, each of the Post-Money Simple Agreements for Future Equity, the Pro Rata Side Letters, and all other documents, instruments, agreements, and certificates required or contemplated to be executed by the Company in connection with the SAFE Financing, and to take all actions necessary, appropriate, or advisable in connection therewith. Such authority was conferred upon Devin Mallory pursuant to the Board Written Consent dated April 4, 2022, attached hereto as Exhibit C, and by operation of the Bylaws of the Company.

6. Capitalization

I hereby certify that, as of immediately prior to the closing of the SAFE Financing, the capitalization of the Company is as follows:

(a) Authorized Capital Stock. The authorized capital stock of the Company consists solely of 10,000,000 shares of Common Stock, par value $0.0001 per share. No shares of preferred stock of any series or class have been authorized, designated, or issued.

(b) Issued and Outstanding Shares. As of immediately prior to the closing of the SAFE Financing, 7,500,000 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid, and nonassessable. Such shares are held of record by the following stockholders in the amounts and percentages set forth below:

(c) No Preferred Stock. No shares of preferred stock of any series or class have been authorized, designated, or issued by the Company.

(d) No Equity Incentive Plan. No equity incentive plan, stock option plan, stock purchase plan, or similar compensatory equity arrangement has been adopted by the Board of Directors or the stockholders of the Company. No options, warrants, restricted stock units, stock appreciation rights, phantom equity interests, or other rights to acquire shares of the Company's capital stock are outstanding, whether vested or unvested, other than the Post-Money SAFEs being issued in connection with the SAFE Financing.

(e) No Other Convertible Securities. Other than the Post-Money SAFEs being issued to the Investors in connection with the SAFE Financing, there are no outstanding convertible securities, simple agreements for future equity, convertible promissory notes, instruments convertible into or exchangeable for shares of the Company's capital stock, or any other agreements, commitments, or obligations of the Company to issue, sell, repurchase, redeem, or otherwise acquire any shares of the Company's capital stock or any securities convertible into or exercisable for any shares of the Company's capital stock.

7. No Conflicts; Resolutions in Full Force

I hereby certify that the execution, delivery, and performance by the Company of the Post-Money SAFEs, the Pro Rata Side Letters, and all other documents, instruments, and certificates executed or to be executed by the Company in connection with the SAFE Financing (collectively, the "Transaction Documents") have been duly authorized by all necessary corporate action on the part of the Company, including without limitation the approval of the Board of Directors as set forth in the Board Written Consent dated April 4, 2022. No further corporate action, consent, or approval of the Board of Directors, the stockholders, or any other person or entity is required in connection with the execution, delivery, or performance of the Transaction Documents or the consummation of the SAFE Financing.

The resolutions contained in the Board Written Consent dated April 4, 2022, have not been amended, modified, supplemented, rescinded, or revoked in any respect, and such resolutions are and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors or the stockholders of the Company that would conflict with, supersede, or limit the authority granted pursuant to the Board Written Consent.

8. No Proceedings

I hereby certify that no proceedings for the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, have been commenced, are pending, or, to my knowledge, are threatened or contemplated as of the date hereof. No petition in bankruptcy has been filed by or against the Company, and no receiver, trustee, or custodian has been appointed for the Company or any of its assets. The Company is not insolvent and has not made an assignment for the benefit of creditors.

The Company's federal Employer Identification Number (EIN) is 87-3294156.

[Remainder of page intentionally left blank; signature page follows.]

SIGNATURE PAGE TO SECRETARY'S CERTIFICATE BRIGHTFIELD CLOUD SERVICES INC.

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of April 15, 2022.

________________________________________

Tomás Guerrero-Vidal Secretary Brightfield Cloud Services Inc. 4710 East Riverside Drive, Suite 210 Austin, TX 78741

EXHIBIT LIST

The following exhibits are attached hereto and incorporated by reference into this Secretary's Certificate:

Exhibit A — Certificate of Incorporation of Brightfield Cloud Services Inc.

Filed with the Secretary of State of the State of Delaware on September 14, 2021 Delaware File Number: 6198274

Exhibit B — Bylaws of Brightfield Cloud Services Inc.

Adopted by the sole incorporator on September 14, 2021

Exhibit C — Action by Unanimous Written Consent of the Board of Directors of Brightfield Cloud Services Inc.

Dated April 4, 2022

Each of Exhibit A, Exhibit B, and Exhibit C is attached hereto and forms an integral part of this Secretary's Certificate. In the event of any discrepancy between the descriptions of such exhibits set forth in the body of this Certificate and the actual text of the attached documents, the actual text of the attached documents shall control.

Name	Title	Specimen Signature
Devin Mallory	Chief Executive Officer (CEO)	________
Priya Raghavan	Chief Technology Officer (CTO)	________
Tomás Guerrero-Vidal	Chief Operating Officer (COO) and Secretary	________
Stockholder	Shares of Common Stock	Percentage of Outstanding Shares
Devin Mallory	3,750,000	50.0%
Priya Raghavan	2,250,000	30.0%
Tomás Guerrero-Vidal	1,500,000	20.0%
Total	7,500,000	100.0%

SECRETARY'S CERTIFICATE OF BRIGHTFIELD CLOUD SERVICES INC.
April 15, 2022
Delivered in Connection with the Issuance of Simple Agreements for Future Equity (SAFEs) by Brightfield Cloud Services Inc.
I, Tomás Guerrero-Vidal, hereby certify that I am the duly elected, qualified, and acting Secretary of Brightfield Cloud Services Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal office located at 4710 East Riverside Drive, Suite 210, Austin, TX 78741. I am executing and delivering this Secretary's Certificate (this "Certificate") in connection with the issuance by the Company of Post-Money Simple Agreements for Future Equity to five (5) angel investors (each, an "Investor" and collectively, the "Investors") in an aggregate investment amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000) with a post-money valuation cap of Twelve Million Dollars ($12,000,000) (collectively, the "SAFE Financing"). I am authorized and competent to make each of the certifications set forth herein, and I make such certifications based upon my personal knowledge, my review of the corporate records of the Company maintained in my capacity as Secretary, and such other information and documents as I have deemed necessary or appropriate.
In connection with the foregoing, I hereby certify, represent, and confirm to each Investor as follows:
1. Certificate of Incorporation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Brightfield Cloud Services Inc., as filed with the Secretary of State of the State of Delaware on September 14, 2021 (Delaware File Number: 6198274) (the "Certificate of Incorporation"). The Certificate of Incorporation has not been amended, restated, supplemented, or otherwise modified in any respect since the date of its original filing with the Delaware Secretary of State. The Certificate of Incorporation remains in full force and effect as of the date hereof and constitutes the sole charter document of the Company.
Without limiting the generality of the foregoing, I further certify that, pursuant to the Certificate of Incorporation, the total number of shares of capital stock that the Company is authorized to issue consists of 10,000,000 shares of Common Stock, par value $0.0001 per share. No shares of preferred stock of any series or class have been authorized, designated, or issued by the Company. No certificate of designation, certificate of amendment, certificate of correction, or restated certificate of incorporation has been filed with the Delaware Secretary of State with respect to the Company since September 14, 2021.
2. Bylaws
Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company (the "Bylaws"). The Bylaws were duly adopted by the sole incorporator of the Company on September 14, 2021, and have been in continuous effect since that date. The Bylaws have not been amended, restated, supplemented, or otherwise modified in any respect since their adoption, and they remain in full force and effect as of the date hereof. No action to amend, restate, or repeal the Bylaws, in whole or in part, has been proposed, approved, or is currently pending before the Board of Directors or the stockholders of the Company.
3. Board Written Consent
Attached hereto as Exhibit C is a true, correct, and complete copy of the Action by Unanimous Written Consent of the Board of Directors of the Company, dated April 4, 2022 (the "Board Written Consent"). The Board Written Consent was duly executed by all members of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law and the applicable provisions of the Company's Bylaws. As of April 4, 2022, the Board of Directors consisted of three (3) directors, each of whom duly executed the Board Written Consent. The Board Written Consent has not been amended, modified, rescinded, or revoked in any respect, and it remains in full force and effect as of the date hereof.
The Board Written Consent authorized, approved, and ratified, among other things, the following actions:
(a) The issuance by the Company of Post-Money Simple Agreements for Future Equity to five (5) angel investors in an aggregate investment amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), with a post-money valuation cap of Twelve Million Dollars ($12,000,000) and no discount rate, on terms substantially consistent with the form of SAFE instrument approved by the Board of Directors;
(b) The execution and delivery by the Company of the forms of Post-Money SAFE instrument and Pro Rata Side Letter in substantially the forms presented to and reviewed by the Board of Directors, with such changes thereto as the Chief Executive Officer may approve, such approval to be conclusively evidenced by the execution and delivery thereof;
(c) The filing of a Form D (Notice of Exempt Offering of Securities) with the United States Securities and Exchange Commission (the "SEC") and the making of all requisite state notice filings in the States of Texas, California, and New York, in each case in connection with the SAFE Financing and in reliance upon the exemption from registration provided by Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended;
(d) The authorization of Devin Mallory, in his capacity as Chief Executive Officer of the Company, to execute and deliver all transaction documents, agreements, instruments, certificates, and notices required or desirable in connection with the SAFE Financing, and to take all such further actions as may be necessary, appropriate, or advisable to consummate the SAFE Financing and to carry out the intent and purposes of the resolutions adopted by the Board of Directors; and
(e) The ratification and confirmation of all actions previously taken by the officers, directors, and agents of the Company in connection with the preparation, negotiation, and documentation of the SAFE Financing.
No further consents, approvals, or authorizations of the Board of Directors or the stockholders of the Company are required in connection with the consummation of the SAFE Financing.
4. Good Standing and Qualification
I hereby certify that the Company is a corporation validly existing and in good standing under the laws of the State of Delaware, as evidenced by the records of the Secretary of State of the State of Delaware (File Number: 6198274). All franchise taxes and fees due and payable to the State of Delaware have been paid in full through the date hereof.
I further certify that the Company is duly qualified to transact business as a foreign corporation in the State of Texas, as evidenced by the records of the Secretary of State of the State of Texas (Filing Number: 804217635). The Company's application for qualification as a foreign corporation in the State of Texas was filed with the Texas Secretary of State on September 22, 2021, and such qualification remains in full force and effect as of the date hereof. All applicable franchise taxes and fees due and payable to the State of Texas have been paid in full through the date hereof.
The Company's registered agent for service of process in the State of Delaware is Magnolia Registered Agents LLC, located at 1209 North Orange Street, Wilmington, DE 19801. The Company's registered agent for service of process in the State of Texas is Lone Star Statutory Agents Inc., located at 815 Brazos Street, Suite 500, Austin, TX 78701. Each such registered agent appointment is current and in good standing as of the date hereof.
Based upon a review of the Company's operations, assets, employees, and business activities, the Company is not required to be qualified or registered to do business as a foreign corporation in any jurisdiction other than the State of Texas as of the date hereof.
5. Incumbency and Authority
I hereby certify the names, titles, incumbency, and specimen signatures of the following officers of the Company, each of whom is duly serving in the capacity set forth opposite his or her name as of the date hereof:
Each of the foregoing officers was duly elected or appointed to his or her respective office by the Board of Directors of the Company in accordance with the Certificate of Incorporation and the Bylaws, is duly qualified to serve in such capacity, and is currently serving in such capacity as of the date hereof. The signatures set forth opposite each officer's name in the table above are the true and genuine signatures of such officer.
I further certify that Devin Mallory, in his capacity as Chief Executive Officer of the Company, is duly authorized to execute and deliver, on behalf of the Company, each of the Post-Money Simple Agreements for Future Equity, the Pro Rata Side Letters, and all other documents, instruments, agreements, and certificates required or contemplated to be executed by the Company in connection with the SAFE Financing, and to take all actions necessary, appropriate, or advisable in connection therewith. Such authority was conferred upon Devin Mallory pursuant to the Board Written Consent dated April 4, 2022, attached hereto as Exhibit C, and by operation of the Bylaws of the Company.
6. Capitalization
I hereby certify that, as of immediately prior to the closing of the SAFE Financing, the capitalization of the Company is as follows:
(a) Authorized Capital Stock. The authorized capital stock of the Company consists solely of 10,000,000 shares of Common Stock, par value $0.0001 per share. No shares of preferred stock of any series or class have been authorized, designated, or issued.
(b) Issued and Outstanding Shares. As of immediately prior to the closing of the SAFE Financing, 7,500,000 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid, and nonassessable. Such shares are held of record by the following stockholders in the amounts and percentages set forth below:
(c) No Preferred Stock. No shares of preferred stock of any series or class have been authorized, designated, or issued by the Company.
(d) No Equity Incentive Plan. No equity incentive plan, stock option plan, stock purchase plan, or similar compensatory equity arrangement has been adopted by the Board of Directors or the stockholders of the Company. No options, warrants, restricted stock units, stock appreciation rights, phantom equity interests, or other rights to acquire shares of the Company's capital stock are outstanding, whether vested or unvested, other than the Post-Money SAFEs being issued in connection with the SAFE Financing.
(e) No Other Convertible Securities. Other than the Post-Money SAFEs being issued to the Investors in connection with the SAFE Financing, there are no outstanding convertible securities, simple agreements for future equity, convertible promissory notes, instruments convertible into or exchangeable for shares of the Company's capital stock, or any other agreements, commitments, or obligations of the Company to issue, sell, repurchase, redeem, or otherwise acquire any shares of the Company's capital stock or any securities convertible into or exercisable for any shares of the Company's capital stock.
7. No Conflicts; Resolutions in Full Force
I hereby certify that the execution, delivery, and performance by the Company of the Post-Money SAFEs, the Pro Rata Side Letters, and all other documents, instruments, and certificates executed or to be executed by the Company in connection with the SAFE Financing (collectively, the "Transaction Documents") have been duly authorized by all necessary corporate action on the part of the Company, including without limitation the approval of the Board of Directors as set forth in the Board Written Consent dated April 4, 2022. No further corporate action, consent, or approval of the Board of Directors, the stockholders, or any other person or entity is required in connection with the execution, delivery, or performance of the Transaction Documents or the consummation of the SAFE Financing.
The resolutions contained in the Board Written Consent dated April 4, 2022, have not been amended, modified, supplemented, rescinded, or revoked in any respect, and such resolutions are and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors or the stockholders of the Company that would conflict with, supersede, or limit the authority granted pursuant to the Board Written Consent.
8. No Proceedings
I hereby certify that no proceedings for the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, have been commenced, are pending, or, to my knowledge, are threatened or contemplated as of the date hereof. No petition in bankruptcy has been filed by or against the Company, and no receiver, trustee, or custodian has been appointed for the Company or any of its assets. The Company is not insolvent and has not made an assignment for the benefit of creditors.
The Company's federal Employer Identification Number (EIN) is 87-3294156.
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SIGNATURE PAGE TO SECRETARY'S CERTIFICATE BRIGHTFIELD CLOUD SERVICES INC.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of April 15, 2022.
________________________________________
Tomás Guerrero-Vidal Secretary Brightfield Cloud Services Inc. 4710 East Riverside Drive, Suite 210 Austin, TX 78741
EXHIBIT LIST
The following exhibits are attached hereto and incorporated by reference into this Secretary's Certificate:
Exhibit A — Certificate of Incorporation of Brightfield Cloud Services Inc.
Filed with the Secretary of State of the State of Delaware on September 14, 2021 Delaware File Number: 6198274
Exhibit B — Bylaws of Brightfield Cloud Services Inc.
Adopted by the sole incorporator on September 14, 2021
Exhibit C — Action by Unanimous Written Consent of the Board of Directors of Brightfield Cloud Services Inc.
Dated April 4, 2022
Each of Exhibit A, Exhibit B, and Exhibit C is attached hereto and forms an integral part of this Secretary's Certificate. In the event of any discrepancy between the descriptions of such exhibits set forth in the body of this Certificate and the actual text of the attached documents, the actual text of the attached documents shall control.
Name | Title | Specimen Signature
Devin Mallory | Chief Executive Officer (CEO) | ________
Priya Raghavan | Chief Technology Officer (CTO) | ________
Tomás Guerrero-Vidal | Chief Operating Officer (COO) and Secretary | ________
Stockholder | Shares of Common Stock | Percentage of Outstanding Shares
Devin Mallory | 3,750,000 | 50.0%
Priya Raghavan | 2,250,000 | 30.0%
Tomás Guerrero-Vidal | 1,500,000 | 20.0%
Total | 7,500,000 | 100.0%

SECRETARY'S CERTIFICATE OF BRIGHTFIELD CLOUD SERVICES INC.

SIGNATURE PAGE TO SECRETARY'S CERTIFICATE BRIGHTFIELD CLOUD SERVICES INC.

EXHIBIT LIST

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