1042-00002 · Client 1042 · Transaction Documents

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ACTION BY UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

BRIGHTFIELD CLOUD SERVICES INC.

(a Delaware corporation)

IN LIEU OF A SPECIAL MEETING

Effective as of April 4, 2022

The undersigned, constituting all of the members of the Board of Directors (the "Board") of Brightfield Cloud Services Inc., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.7 of the Company's Amended and Restated Bylaws (the "Bylaws"), hereby adopt the following resolutions by unanimous written consent without the necessity of convening a special or regular meeting of the Board, and without prior notice, effective as of the date first written above. This consent shall have the same force and effect as if adopted at a duly called and held meeting of the Board at which a quorum was present and acting throughout. This consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

RECITALS

WHEREAS, the Company was incorporated in the State of Delaware on September 14, 2021, under Delaware File Number 6198274, and is qualified to transact business in the State of Texas under Texas Secretary of State Filing Number 804217635. The Company's principal place of business is located at 4710 East Riverside Drive, Suite 210, Austin, TX 78741. The Company's registered agent in the State of Delaware is c/o Magnolia Registered Agents LLC, 1209 North Orange Street, Wilmington, DE 19801, and the Company's registered agent in the State of Texas is c/o Lone Star Statutory Agents Inc., 815 Brazos Street, Suite 500, Austin, TX 78701;

WHEREAS, the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") authorizes the issuance of 10,000,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock"). As of the date hereof, 7,500,000 shares of Common Stock are issued and outstanding, held by the Company's three co-founders as follows:

(i) Devin Mallory: 3,750,000 shares (representing 50% of the issued and outstanding Common Stock);

(ii) Priya Raghavan: 2,250,000 shares (representing 30% of the issued and outstanding Common Stock); and

(iii) Tomás Guerrero-Vidal: 1,500,000 shares (representing 20% of the issued and outstanding Common Stock).

No shares of preferred stock of any series or class have been authorized or issued by the Company. No equity incentive plan, stock option plan, restricted stock plan, or similar equity compensation arrangement has been adopted by the Board or approved by the stockholders of the Company as of the date hereof, and no options, warrants, or other rights to acquire shares of the Company's capital stock are currently outstanding;

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to raise capital through the issuance of Simple Agreements for Future Equity ("SAFEs") in the form of post-money SAFEs with a valuation cap and no discount. The Company proposes to issue SAFEs to five (5) angel investors (collectively, the "Purchasers") for 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) (the "Valuation Cap"). The Purchasers and their respective investment amounts (each, a "Purchase Amount") are as follows:

(1) Lorraine Chastain — $500,000;

(2) marshall Huang, investing through Jade Peak Ventures LLC, a Texas limited liability company — $400,000;

(3) Dr. Nneka Adeyemi-Foster, investing through Ariel Crest Capital LLC, a Delaware limited liability company — $350,000;

(4) Samuel Kittridge — $300,000; and

(5) Renata Dobrynin, investing through Volkov Bridge Holdings LLC, a New York limited liability company — $300,000;

WHEREAS, each SAFE to be issued by the Company (each, a "SAFE" and collectively, the "SAFEs") will be a post-money SAFE instrument with a Valuation Cap of $12,000,000 and no discount rate. Each SAFE will include a Most Favored Nation ("MFN") provision, pursuant to which, if the Company subsequently issues any SAFE or convertible instrument on terms more favorable to the holder thereof than the terms of such Purchaser's SAFE, the Company shall promptly notify such Purchaser and, at such Purchaser's election, amend such Purchaser's SAFE to reflect such more favorable terms. Conversion of the SAFEs will be triggered upon an Equity Financing, defined as a bona fide transaction or series of related transactions in which the Company issues and sells shares of Preferred Stock with aggregate gross proceeds to the Company of at least One Million Dollars ($1,000,000), excluding the conversion of the SAFEs and any other convertible instruments then outstanding. Upon conversion in connection with an Equity Financing, the aggregate ownership percentage attributable to all SAFEs issued in this financing (the "SAFE Percent") will equal 15.4167% ($1,850,000 ÷ $12,000,000) of the Company's capitalization on a post-money basis, as calculated in accordance with the terms of the SAFE Form (as defined below);

WHEREAS, in connection with the SAFE financing, the Company proposes to enter into a Pro Rata Rights Side Letter (the "Pro Rata Side Letter") with each Purchaser committing Three Hundred Fifty Thousand Dollars ($350,000) or more under a SAFE (each such Purchaser, a "Major Purchaser"), granting such Major Purchasers pro rata participation rights in the Company's next Equity Financing, subject to the terms and conditions set forth in the Pro Rata Side Letter. The Major Purchasers qualifying for the Pro Rata Side Letter, based on the $350,000 commitment threshold, are as follows:

(a) Lorraine Chastain (Purchase Amount: $500,000);

(b) marshall Huang / Jade Peak Ventures LLC (Purchase Amount: $400,000); and

WHEREAS, the SAFEs will be offered and sold in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder ("Regulation D"). No general solicitation or general advertising has been or will be used in connection with the offering and sale of the SAFEs, and all Purchasers have been verified to be, or have represented and warranted that they are, "accredited investors" as such term is defined in Rule 501(a) of Regulation D. The Company will take all steps necessary to comply with applicable federal and state securities laws in connection with the issuance and sale of the SAFEs;

WHEREAS, the Company has engaged Calderwood & Harkness LLP, located in Austin, Texas, as issuer's counsel in connection with the SAFE financing under Matter No. 1042-00002. The Purchasers are represented by Holloway, Fenn & Archer LLP, with Diana Whitford serving as the principal contact attorney for the Purchasers. The Company has agreed, pursuant to the term sheet for the SAFE Round (as defined below), to reimburse the reasonable and documented legal fees and expenses of Holloway, Fenn & Archer LLP incurred in connection with the SAFE financing in an amount not to exceed Fifteen Thousand Dollars ($15,000) in the aggregate; and

WHEREAS, the Board has reviewed and considered the forms of the SAFE instrument (the "SAFE Form," in substantially the form attached hereto as Exhibit A) and the Pro Rata Side Letter (in substantially the form attached hereto as Exhibit B), the Company's current financial position, cash runway projections, operational needs, the terms of the proposed financing, the dilutive impact of the SAFEs upon conversion, the rights and preferences to be afforded to the Purchasers, the availability of alternative sources of capital, and the advice of Calderwood & Harkness LLP, and has determined, in the exercise of its business judgment, that the SAFE financing on the terms described herein is fair to, and in the best interests of, the Company and its stockholders.

RESOLUTIONS

NOW, THEREFORE, BE IT:

Resolution 1 — Approval of SAFE Financing

RESOLVED, that the SAFE financing (the "SAFE Round") on the terms described in the recitals above and as set forth in the SAFE Form is hereby approved, ratified, and authorized in all respects. The Company is hereby authorized to issue SAFEs to the five Purchasers identified in the recitals above for an aggregate Purchase 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. The SAFE Form, including without limitation the MFN provision contained therein, is hereby approved in substantially the form presented to the Board and attached hereto as Exhibit A, with such changes, modifications, or amendments thereto as the officers of the Company executing the same may approve in their discretion, such approval to be conclusively evidenced by their execution and delivery thereof; and be it further

Resolution 2 — Approval of Individual SAFE Issuances

RESOLVED, that the Company is hereby authorized and directed to issue individual SAFEs, in substantially the form of the SAFE Form, to each of the following Purchasers in the following Purchase Amounts:

Each SAFE shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction. A complete schedule of Purchasers, including addresses, investing entities, Purchase Amounts, and individual SAFE Percent allocations, is attached hereto as Exhibit C; and be it further

Resolution 3 — Approval of Pro Rata Side Letter

RESOLVED, that the form of Pro Rata Rights Side Letter presented to the Board and attached hereto as Exhibit B is hereby approved in substantially the form presented, and the Company is hereby authorized and directed to enter into a Pro Rata Side Letter with each Major Purchaser (i.e., each Purchaser committing Three Hundred Fifty Thousand Dollars ($350,000) or more under a SAFE), granting such Major Purchasers the right to participate on a pro rata basis in the Company's next Equity Financing, on the terms and subject to the conditions set forth in the Pro Rata Side Letter. The qualifying Major Purchasers are:

(a) Lorraine Chastain (Purchase Amount: $500,000);

(b) marshall Huang / Jade Peak Ventures LLC (Purchase Amount: $400,000); and

and be it further

Resolution 4 — Authorization of Officers to Execute Documents

RESOLVED, that Devin Mallory, in his capacity as Chief Executive Officer of the Company, is hereby authorized and directed to execute, on behalf of the Company, each SAFE instrument, each Pro Rata Side Letter, and all other documents, instruments, certificates, and agreements necessary or desirable in connection with the SAFE Round, including without limitation any closing certificates, secretary's certificates, disclosure schedules, accredited investor verification documents, questionnaires, representations and warranties, indemnification agreements, side letters, and any other ancillary documents or instruments as may be required or requested by the Purchasers or their counsel in connection with the closing of the SAFE Round. The authority granted hereunder shall include the authority to negotiate and agree upon final terms and to make such non-material modifications to the forms of documents approved hereby as Devin Mallory, in his reasonable judgment, deems necessary, advisable, or appropriate; and be it further

Resolution 5 — Wire Transfer and Banking

RESOLVED, that the officers of the Company are hereby authorized and directed to accept wire transfers of the Purchase Amounts from each of the Purchasers (or their respective investing entities) into the Company's primary operating account maintained at Pinehart National Bank, the details of which are as follows:

Bank: Pinehart National Bank

Branch: 3200 South Lamar Boulevard, Austin, TX 78704

Account Number: ending in x4718

ABA Routing Number: 111-907-244

Account Name: Brightfield Cloud Services Inc. — Operating Account

The officers of the Company are further authorized to provide wire instructions to the Purchasers and to take all actions necessary to facilitate the receipt and deposit of such funds; and be it further

Resolution 6 — Reimbursement of Investor Counsel Fees

RESOLVED, that the Company is hereby authorized to reimburse the reasonable and documented legal fees and expenses of Holloway, Fenn & Archer LLP, counsel to the Purchasers, incurred in connection with the negotiation, drafting, and closing of the SAFE Round, in an amount not to exceed Fifteen Thousand Dollars ($15,000) in the aggregate, as provided in the term sheet for the SAFE Round. Such reimbursement shall be paid by the Company promptly upon receipt of an invoice from Holloway, Fenn & Archer LLP following the closing of the SAFE Round, or at such other time as the parties may agree; and be it further

Resolution 7 — SEC Form D Filing

RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, or cause to be prepared, and to file, or cause to be filed, a Notice of Exempt Offering of Securities on Form D with the United States Securities and Exchange Commission (the "SEC") within fifteen (15) days of the first sale of SAFEs in the SAFE Round, in accordance with Rule 503 of Regulation D under the Securities Act, reporting the offering and sale of the SAFEs under Rule 506(b) of Regulation D. Based on an anticipated closing date of on or about April 15, 2022, the target filing date for the Form D shall be no later than April 29, 2022. The anticipated SEC File Number for the offering is 021-394782. The officers of the Company are further authorized to prepare and file any amendments to Form D as may be required or appropriate, including without limitation to report the final aggregate offering amount following the completion of the SAFE Round; and be it further

Resolution 8 — State Blue-Sky / Notice Filings

RESOLVED, that the officers of the Company are hereby authorized and directed to prepare and make, or cause to be prepared and made, all state securities law notice filings, "blue-sky" filings, and any other state regulatory filings required in connection with the offering and sale of the SAFEs, including without limitation filings in the following states of investor residence:

(a) Texas — notice filing required under Section 139.16 of the Texas Securities Act and applicable rules of the Texas State Securities Board;

(b) California — notice filing required under Section 25102.1 of the California Corporations Code, including payment of the applicable filing fee; and

(c) New York — notice filing required under Section 359-ff of the New York General Business Law (Martin Act), including submission of Form 99 and payment of the applicable filing fee.

The officers of the Company are further authorized to make any additional state notice filings that may be required or advisable based on the state of residence of any Purchaser or any other relevant jurisdictional requirement, and to pay all filing fees associated therewith from the Company's general funds; and be it further

Resolution 9 — Engagement of Counsel

RESOLVED, that the engagement of Calderwood & Harkness LLP as issuer's counsel to the Company in connection with the SAFE Round, under the terms and conditions set forth in the engagement letter dated February 28, 2022, between the Company and Calderwood & Harkness LLP (including a flat fee of Thirty-Five Thousand Dollars ($35,000) for all legal services rendered in connection with the SAFE Round), is hereby ratified, confirmed, and approved in all respects. The officers of the Company are authorized to pay Calderwood & Harkness LLP's fees and expenses in accordance with the terms of such engagement letter; and be it further

Resolution 10 — Omnibus Authorization

RESOLVED, that the officers of the Company, and each of them acting individually, are hereby authorized and empowered, in the name and on behalf of the Company, to take or cause to be taken all such further actions, to execute and deliver or cause to be executed and delivered all such further agreements, instruments, documents, certificates, and filings, and to pay or cause to be paid all such fees, costs, and expenses (including without limitation filing fees, transfer taxes, legal fees, and other professional fees), as any such officer, in his or her sole discretion, may deem necessary, advisable, or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions and the transactions contemplated hereby. The execution and delivery by any officer of the Company of any such agreement, instrument, document, certificate, or filing, or the taking of any such action, shall be conclusive evidence of such officer's determination that the same is necessary, advisable, or appropriate, and of the Board's approval thereof; and be it further

Resolution 11 — Ratification of Prior Actions

RESOLVED, that any and all actions heretofore taken by any officer or director of the Company, in the name and on behalf of the Company, in connection with any of the matters contemplated by the foregoing resolutions, including without limitation the negotiation of terms with the Purchasers, the engagement of legal counsel, the preparation of transaction documents, and communications with investors, are hereby ratified, confirmed, approved, and adopted in all respects as the valid acts and deeds of the Company.

GENERAL PROVISIONS

This written consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained with the Company's corporate records in accordance with Section 141(f) of the DGCL and the Company's Bylaws.

This consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The signature of any director on any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

This consent may be delivered by electronic transmission, including by means of facsimile transmission or portable document format (PDF) transmitted by electronic mail, and any such electronically transmitted copy bearing the signature of a director shall be treated in all respects as an original for all purposes and shall have the same force and effect as an original signature.

This consent shall be effective as of the date first written above, April 4, 2022, regardless of the actual date of execution by any individual director.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE TO ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF BRIGHTFIELD CLOUD SERVICES INC. Effective as of April 4, 2022

IN WITNESS WHEREOF, the undersigned directors have executed this Action by Unanimous Written Consent as of the date set forth below each signature.

By: ________

Name: Devin Mallory

Title: Director

Date: April 4, 2022

By: ________

Name: Priya Raghavan

Title: Director

Date: April 4, 2022

By: ________

Name: Tomás Guerrero-Vidal

Title: Director

Date: April 4, 2022

EXHIBIT A

Form of Simple Agreement for Future Equity (Post-Money SAFE — Valuation Cap, No discount)

[Attached hereto]

The form of Simple Agreement for Future Equity (Post-Money SAFE — Valuation Cap, No discount), in substantially final form as reviewed and approved by the Board, is attached to this Exhibit A and incorporated herein by reference. The SAFE Form includes, among other provisions, the following key terms:

• Type: Post-Money SAFE

• Valuation Cap: $12,000,000

• discount Rate: None

• MFN Provision: Included

• Equity Financing Threshold: $1,000,000 aggregate gross proceeds (excluding conversion of SAFEs and other convertible instruments)

• Governing Law: State of Delaware

EXHIBIT B

Form of Pro Rata Rights Side Letter

[Attached hereto]

The form of Pro Rata Rights Side Letter, in substantially final form as reviewed and approved by the Board, is attached to this Exhibit B and incorporated herein by reference. The Pro Rata Side Letter grants each Major Purchaser (defined as a Purchaser committing $350,000 or more under a SAFE) the right to participate on a pro rata basis in the Company's next Equity Financing, subject to the terms and conditions set forth therein.

EXHIBIT C

Schedule of Purchasers

The following table sets forth the name, investing entity (if applicable), address, Purchase Amount, and SAFE Percent for each Purchaser in the SAFE Round:

Major Purchaser Qualification (Pro Rata Side Letter Eligibility — Threshold: ≥ $350,000):

This Schedule of Purchasers is incorporated by reference into the Action by Unanimous Written Consent of the Board of Directors of Brightfield Cloud Services Inc., effective as of April 4, 2022.

Purchaser	Investing Entity (if any)	Purchase Amount
Lorraine Chastain	Individual	$500,000
Marshall Huang	Jade Peak Ventures LLC	$400,000
Dr. Nneka Adeyemi-Foster	Ariel Crest Capital LLC	$350,000
Samuel Kittridge	Individual	$300,000
Renata Dobrynin	Volkov Bridge Holdings LLC	$300,000
Total	$1,850,000
Purchaser	Investing Entity (if any)	Address	Purchase Amount	SAFE Percent
Lorraine Chastain	Individual	2814 Barton Creek Boulevard, Austin, TX 78735	$500,000	4.1667%
Marshall Huang	Jade Peak Ventures LLC	1701 Hermann Drive, Apt. 18C, Houston, TX 77004	$400,000	3.3333%
Dr. Nneka Adeyemi-Foster	Ariel Crest Capital LLC	5923 Preston Oaks Road, Suite 200, Dallas, TX 75254	$350,000	2.9167%
Samuel Kittridge	Individual	580 Dolores Street, Apt. 4, San Francisco, CA 94110	$300,000	2.5000%
Renata Dobrynin	Volkov Bridge Holdings LLC	310 East 75th Street, Apt. 9B, New York, NY 10021	$300,000	2.5000%
TOTAL	$1,850,000	15.4167%
Purchaser	Purchase Amount	Qualifies as Major Purchaser?
Lorraine Chastain	$500,000	Yes
Marshall Huang / Jade Peak Ventures LLC	$400,000	Yes
Dr. Nneka Adeyemi-Foster / Ariel Crest Capital LLC	$350,000	Yes
Samuel Kittridge	$300,000	No
Renata Dobrynin / Volkov Bridge Holdings LLC	$300,000	No

ACTION BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF
BRIGHTFIELD CLOUD SERVICES INC.
(a Delaware corporation)
IN LIEU OF A SPECIAL MEETING
Effective as of April 4, 2022
The undersigned, constituting all of the members of the Board of Directors (the "Board") of Brightfield Cloud Services Inc., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.7 of the Company's Amended and Restated Bylaws (the "Bylaws"), hereby adopt the following resolutions by unanimous written consent without the necessity of convening a special or regular meeting of the Board, and without prior notice, effective as of the date first written above. This consent shall have the same force and effect as if adopted at a duly called and held meeting of the Board at which a quorum was present and acting throughout. This consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
RECITALS
WHEREAS, the Company was incorporated in the State of Delaware on September 14, 2021, under Delaware File Number 6198274, and is qualified to transact business in the State of Texas under Texas Secretary of State Filing Number 804217635. The Company's principal place of business is located at 4710 East Riverside Drive, Suite 210, Austin, TX 78741. The Company's registered agent in the State of Delaware is c/o Magnolia Registered Agents LLC, 1209 North Orange Street, Wilmington, DE 19801, and the Company's registered agent in the State of Texas is c/o Lone Star Statutory Agents Inc., 815 Brazos Street, Suite 500, Austin, TX 78701;
WHEREAS, the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") authorizes the issuance of 10,000,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock"). As of the date hereof, 7,500,000 shares of Common Stock are issued and outstanding, held by the Company's three co-founders as follows:
(i) Devin Mallory: 3,750,000 shares (representing 50% of the issued and outstanding Common Stock);
(ii) Priya Raghavan: 2,250,000 shares (representing 30% of the issued and outstanding Common Stock); and
(iii) Tomás Guerrero-Vidal: 1,500,000 shares (representing 20% of the issued and outstanding Common Stock).
No shares of preferred stock of any series or class have been authorized or issued by the Company. No equity incentive plan, stock option plan, restricted stock plan, or similar equity compensation arrangement has been adopted by the Board or approved by the stockholders of the Company as of the date hereof, and no options, warrants, or other rights to acquire shares of the Company's capital stock are currently outstanding;
WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to raise capital through the issuance of Simple Agreements for Future Equity ("SAFEs") in the form of post-money SAFEs with a valuation cap and no discount. The Company proposes to issue SAFEs to five (5) angel investors (collectively, the "Purchasers") for 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) (the "Valuation Cap"). The Purchasers and their respective investment amounts (each, a "Purchase Amount") are as follows:
(1) Lorraine Chastain — $500,000;
(2) marshall Huang, investing through Jade Peak Ventures LLC, a Texas limited liability company — $400,000;
(3) Dr. Nneka Adeyemi-Foster, investing through Ariel Crest Capital LLC, a Delaware limited liability company — $350,000;
(4) Samuel Kittridge — $300,000; and
(5) Renata Dobrynin, investing through Volkov Bridge Holdings LLC, a New York limited liability company — $300,000;
WHEREAS, each SAFE to be issued by the Company (each, a "SAFE" and collectively, the "SAFEs") will be a post-money SAFE instrument with a Valuation Cap of $12,000,000 and no discount rate. Each SAFE will include a Most Favored Nation ("MFN") provision, pursuant to which, if the Company subsequently issues any SAFE or convertible instrument on terms more favorable to the holder thereof than the terms of such Purchaser's SAFE, the Company shall promptly notify such Purchaser and, at such Purchaser's election, amend such Purchaser's SAFE to reflect such more favorable terms. Conversion of the SAFEs will be triggered upon an Equity Financing, defined as a bona fide transaction or series of related transactions in which the Company issues and sells shares of Preferred Stock with aggregate gross proceeds to the Company of at least One Million Dollars ($1,000,000), excluding the conversion of the SAFEs and any other convertible instruments then outstanding. Upon conversion in connection with an Equity Financing, the aggregate ownership percentage attributable to all SAFEs issued in this financing (the "SAFE Percent") will equal 15.4167% ($1,850,000 ÷ $12,000,000) of the Company's capitalization on a post-money basis, as calculated in accordance with the terms of the SAFE Form (as defined below);
WHEREAS, in connection with the SAFE financing, the Company proposes to enter into a Pro Rata Rights Side Letter (the "Pro Rata Side Letter") with each Purchaser committing Three Hundred Fifty Thousand Dollars ($350,000) or more under a SAFE (each such Purchaser, a "Major Purchaser"), granting such Major Purchasers pro rata participation rights in the Company's next Equity Financing, subject to the terms and conditions set forth in the Pro Rata Side Letter. The Major Purchasers qualifying for the Pro Rata Side Letter, based on the $350,000 commitment threshold, are as follows:
(a) Lorraine Chastain (Purchase Amount: $500,000);
(b) marshall Huang / Jade Peak Ventures LLC (Purchase Amount: $400,000); and
(c) Dr. Nneka Adeyemi-Foster / Ariel Crest Capital LLC (Purchase Amount: $350,000);
WHEREAS, the SAFEs will be offered and sold in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder ("Regulation D"). No general solicitation or general advertising has been or will be used in connection with the offering and sale of the SAFEs, and all Purchasers have been verified to be, or have represented and warranted that they are, "accredited investors" as such term is defined in Rule 501(a) of Regulation D. The Company will take all steps necessary to comply with applicable federal and state securities laws in connection with the issuance and sale of the SAFEs;
WHEREAS, the Company has engaged Calderwood & Harkness LLP, located in Austin, Texas, as issuer's counsel in connection with the SAFE financing under Matter No. 1042-00002. The Purchasers are represented by Holloway, Fenn & Archer LLP, with Diana Whitford serving as the principal contact attorney for the Purchasers. The Company has agreed, pursuant to the term sheet for the SAFE Round (as defined below), to reimburse the reasonable and documented legal fees and expenses of Holloway, Fenn & Archer LLP incurred in connection with the SAFE financing in an amount not to exceed Fifteen Thousand Dollars ($15,000) in the aggregate; and
WHEREAS, the Board has reviewed and considered the forms of the SAFE instrument (the "SAFE Form," in substantially the form attached hereto as Exhibit A) and the Pro Rata Side Letter (in substantially the form attached hereto as Exhibit B), the Company's current financial position, cash runway projections, operational needs, the terms of the proposed financing, the dilutive impact of the SAFEs upon conversion, the rights and preferences to be afforded to the Purchasers, the availability of alternative sources of capital, and the advice of Calderwood & Harkness LLP, and has determined, in the exercise of its business judgment, that the SAFE financing on the terms described herein is fair to, and in the best interests of, the Company and its stockholders.
RESOLUTIONS
NOW, THEREFORE, BE IT:
Resolution 1 — Approval of SAFE Financing
RESOLVED, that the SAFE financing (the "SAFE Round") on the terms described in the recitals above and as set forth in the SAFE Form is hereby approved, ratified, and authorized in all respects. The Company is hereby authorized to issue SAFEs to the five Purchasers identified in the recitals above for an aggregate Purchase 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. The SAFE Form, including without limitation the MFN provision contained therein, is hereby approved in substantially the form presented to the Board and attached hereto as Exhibit A, with such changes, modifications, or amendments thereto as the officers of the Company executing the same may approve in their discretion, such approval to be conclusively evidenced by their execution and delivery thereof; and be it further
Resolution 2 — Approval of Individual SAFE Issuances
RESOLVED, that the Company is hereby authorized and directed to issue individual SAFEs, in substantially the form of the SAFE Form, to each of the following Purchasers in the following Purchase Amounts:
Each SAFE shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction. A complete schedule of Purchasers, including addresses, investing entities, Purchase Amounts, and individual SAFE Percent allocations, is attached hereto as Exhibit C; and be it further
Resolution 3 — Approval of Pro Rata Side Letter
RESOLVED, that the form of Pro Rata Rights Side Letter presented to the Board and attached hereto as Exhibit B is hereby approved in substantially the form presented, and the Company is hereby authorized and directed to enter into a Pro Rata Side Letter with each Major Purchaser (i.e., each Purchaser committing Three Hundred Fifty Thousand Dollars ($350,000) or more under a SAFE), granting such Major Purchasers the right to participate on a pro rata basis in the Company's next Equity Financing, on the terms and subject to the conditions set forth in the Pro Rata Side Letter. The qualifying Major Purchasers are:
(a) Lorraine Chastain (Purchase Amount: $500,000);
(b) marshall Huang / Jade Peak Ventures LLC (Purchase Amount: $400,000); and
(c) Dr. Nneka Adeyemi-Foster / Ariel Crest Capital LLC (Purchase Amount: $350,000);
and be it further
Resolution 4 — Authorization of Officers to Execute Documents
RESOLVED, that Devin Mallory, in his capacity as Chief Executive Officer of the Company, is hereby authorized and directed to execute, on behalf of the Company, each SAFE instrument, each Pro Rata Side Letter, and all other documents, instruments, certificates, and agreements necessary or desirable in connection with the SAFE Round, including without limitation any closing certificates, secretary's certificates, disclosure schedules, accredited investor verification documents, questionnaires, representations and warranties, indemnification agreements, side letters, and any other ancillary documents or instruments as may be required or requested by the Purchasers or their counsel in connection with the closing of the SAFE Round. The authority granted hereunder shall include the authority to negotiate and agree upon final terms and to make such non-material modifications to the forms of documents approved hereby as Devin Mallory, in his reasonable judgment, deems necessary, advisable, or appropriate; and be it further
Resolution 5 — Wire Transfer and Banking
RESOLVED, that the officers of the Company are hereby authorized and directed to accept wire transfers of the Purchase Amounts from each of the Purchasers (or their respective investing entities) into the Company's primary operating account maintained at Pinehart National Bank, the details of which are as follows:
Bank: Pinehart National Bank
Branch: 3200 South Lamar Boulevard, Austin, TX 78704
Account Number: ending in x4718
ABA Routing Number: 111-907-244
Account Name: Brightfield Cloud Services Inc. — Operating Account
The officers of the Company are further authorized to provide wire instructions to the Purchasers and to take all actions necessary to facilitate the receipt and deposit of such funds; and be it further
Resolution 6 — Reimbursement of Investor Counsel Fees
RESOLVED, that the Company is hereby authorized to reimburse the reasonable and documented legal fees and expenses of Holloway, Fenn & Archer LLP, counsel to the Purchasers, incurred in connection with the negotiation, drafting, and closing of the SAFE Round, in an amount not to exceed Fifteen Thousand Dollars ($15,000) in the aggregate, as provided in the term sheet for the SAFE Round. Such reimbursement shall be paid by the Company promptly upon receipt of an invoice from Holloway, Fenn & Archer LLP following the closing of the SAFE Round, or at such other time as the parties may agree; and be it further
Resolution 7 — SEC Form D Filing
RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, or cause to be prepared, and to file, or cause to be filed, a Notice of Exempt Offering of Securities on Form D with the United States Securities and Exchange Commission (the "SEC") within fifteen (15) days of the first sale of SAFEs in the SAFE Round, in accordance with Rule 503 of Regulation D under the Securities Act, reporting the offering and sale of the SAFEs under Rule 506(b) of Regulation D. Based on an anticipated closing date of on or about April 15, 2022, the target filing date for the Form D shall be no later than April 29, 2022. The anticipated SEC File Number for the offering is 021-394782. The officers of the Company are further authorized to prepare and file any amendments to Form D as may be required or appropriate, including without limitation to report the final aggregate offering amount following the completion of the SAFE Round; and be it further
Resolution 8 — State Blue-Sky / Notice Filings
RESOLVED, that the officers of the Company are hereby authorized and directed to prepare and make, or cause to be prepared and made, all state securities law notice filings, "blue-sky" filings, and any other state regulatory filings required in connection with the offering and sale of the SAFEs, including without limitation filings in the following states of investor residence:
(a) Texas — notice filing required under Section 139.16 of the Texas Securities Act and applicable rules of the Texas State Securities Board;
(b) California — notice filing required under Section 25102.1 of the California Corporations Code, including payment of the applicable filing fee; and
(c) New York — notice filing required under Section 359-ff of the New York General Business Law (Martin Act), including submission of Form 99 and payment of the applicable filing fee.
The officers of the Company are further authorized to make any additional state notice filings that may be required or advisable based on the state of residence of any Purchaser or any other relevant jurisdictional requirement, and to pay all filing fees associated therewith from the Company's general funds; and be it further
Resolution 9 — Engagement of Counsel
RESOLVED, that the engagement of Calderwood & Harkness LLP as issuer's counsel to the Company in connection with the SAFE Round, under the terms and conditions set forth in the engagement letter dated February 28, 2022, between the Company and Calderwood & Harkness LLP (including a flat fee of Thirty-Five Thousand Dollars ($35,000) for all legal services rendered in connection with the SAFE Round), is hereby ratified, confirmed, and approved in all respects. The officers of the Company are authorized to pay Calderwood & Harkness LLP's fees and expenses in accordance with the terms of such engagement letter; and be it further
Resolution 10 — Omnibus Authorization
RESOLVED, that the officers of the Company, and each of them acting individually, are hereby authorized and empowered, in the name and on behalf of the Company, to take or cause to be taken all such further actions, to execute and deliver or cause to be executed and delivered all such further agreements, instruments, documents, certificates, and filings, and to pay or cause to be paid all such fees, costs, and expenses (including without limitation filing fees, transfer taxes, legal fees, and other professional fees), as any such officer, in his or her sole discretion, may deem necessary, advisable, or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions and the transactions contemplated hereby. The execution and delivery by any officer of the Company of any such agreement, instrument, document, certificate, or filing, or the taking of any such action, shall be conclusive evidence of such officer's determination that the same is necessary, advisable, or appropriate, and of the Board's approval thereof; and be it further
Resolution 11 — Ratification of Prior Actions
RESOLVED, that any and all actions heretofore taken by any officer or director of the Company, in the name and on behalf of the Company, in connection with any of the matters contemplated by the foregoing resolutions, including without limitation the negotiation of terms with the Purchasers, the engagement of legal counsel, the preparation of transaction documents, and communications with investors, are hereby ratified, confirmed, approved, and adopted in all respects as the valid acts and deeds of the Company.
GENERAL PROVISIONS
This written consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained with the Company's corporate records in accordance with Section 141(f) of the DGCL and the Company's Bylaws.
This consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The signature of any director on any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
This consent may be delivered by electronic transmission, including by means of facsimile transmission or portable document format (PDF) transmitted by electronic mail, and any such electronically transmitted copy bearing the signature of a director shall be treated in all respects as an original for all purposes and shall have the same force and effect as an original signature.
This consent shall be effective as of the date first written above, April 4, 2022, regardless of the actual date of execution by any individual director.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE PAGE TO ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF BRIGHTFIELD CLOUD SERVICES INC. Effective as of April 4, 2022
IN WITNESS WHEREOF, the undersigned directors have executed this Action by Unanimous Written Consent as of the date set forth below each signature.
By: ________
Name: Devin Mallory
Title: Director
Date: April 4, 2022
By: ________
Name: Priya Raghavan
Title: Director
Date: April 4, 2022
By: ________
Name: Tomás Guerrero-Vidal
Title: Director
Date: April 4, 2022
EXHIBIT A
Form of Simple Agreement for Future Equity (Post-Money SAFE — Valuation Cap, No discount)
[Attached hereto]
The form of Simple Agreement for Future Equity (Post-Money SAFE — Valuation Cap, No discount), in substantially final form as reviewed and approved by the Board, is attached to this Exhibit A and incorporated herein by reference. The SAFE Form includes, among other provisions, the following key terms:
•  Type: Post-Money SAFE
•  Valuation Cap: $12,000,000
•  discount Rate: None
•  MFN Provision: Included
•  Equity Financing Threshold: $1,000,000 aggregate gross proceeds (excluding conversion of SAFEs and other convertible instruments)
•  Governing Law: State of Delaware
EXHIBIT B
Form of Pro Rata Rights Side Letter
[Attached hereto]
The form of Pro Rata Rights Side Letter, in substantially final form as reviewed and approved by the Board, is attached to this Exhibit B and incorporated herein by reference. The Pro Rata Side Letter grants each Major Purchaser (defined as a Purchaser committing $350,000 or more under a SAFE) the right to participate on a pro rata basis in the Company's next Equity Financing, subject to the terms and conditions set forth therein.
EXHIBIT C
Schedule of Purchasers
The following table sets forth the name, investing entity (if applicable), address, Purchase Amount, and SAFE Percent for each Purchaser in the SAFE Round:
Major Purchaser Qualification (Pro Rata Side Letter Eligibility — Threshold: ≥ $350,000):
This Schedule of Purchasers is incorporated by reference into the Action by Unanimous Written Consent of the Board of Directors of Brightfield Cloud Services Inc., effective as of April 4, 2022.
Purchaser | Investing Entity (if any) | Purchase Amount
Lorraine Chastain | Individual | $500,000
Marshall Huang | Jade Peak Ventures LLC | $400,000
Dr. Nneka Adeyemi-Foster | Ariel Crest Capital LLC | $350,000
Samuel Kittridge | Individual | $300,000
Renata Dobrynin | Volkov Bridge Holdings LLC | $300,000
Total | $1,850,000
Purchaser | Investing Entity (if any) | Address | Purchase Amount | SAFE Percent
Lorraine Chastain | Individual | 2814 Barton Creek Boulevard, Austin, TX 78735 | $500,000 | 4.1667%
Marshall Huang | Jade Peak Ventures LLC | 1701 Hermann Drive, Apt. 18C, Houston, TX 77004 | $400,000 | 3.3333%
Dr. Nneka Adeyemi-Foster | Ariel Crest Capital LLC | 5923 Preston Oaks Road, Suite 200, Dallas, TX 75254 | $350,000 | 2.9167%
Samuel Kittridge | Individual | 580 Dolores Street, Apt. 4, San Francisco, CA 94110 | $300,000 | 2.5000%
Renata Dobrynin | Volkov Bridge Holdings LLC | 310 East 75th Street, Apt. 9B, New York, NY 10021 | $300,000 | 2.5000%
TOTAL | $1,850,000 | 15.4167%
Purchaser | Purchase Amount | Qualifies as Major Purchaser?
Lorraine Chastain | $500,000 | Yes
Marshall Huang / Jade Peak Ventures LLC | $400,000 | Yes
Dr. Nneka Adeyemi-Foster / Ariel Crest Capital LLC | $350,000 | Yes
Samuel Kittridge | $300,000 | No
Renata Dobrynin / Volkov Bridge Holdings LLC | $300,000 | No

ACTION BY UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

BRIGHTFIELD CLOUD SERVICES INC.

IN LIEU OF A SPECIAL MEETING

RECITALS

RESOLUTIONS

NOW, THEREFORE, BE IT:

GENERAL PROVISIONS

EXHIBIT A

EXHIBIT B

EXHIBIT C

Record

Parties

Dates

Amounts