CERTIFICATE OF MERGER

Merging Codelaunch Labs, Inc. (a Delaware corporation) with and into BCS DevTools Merger Sub, Inc. (a Delaware corporation)

Filed pursuant to Section 251 of the General Corporation Law of the State of Delaware

Date of Filing: July 18, 2023 Filed with: Secretary of State of the State of Delaware

The undersigned corporation, BCS DevTools Merger Sub, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Surviving Corporation"), hereby certifies the following in connection with the merger (the "Merger") of Codelaunch Labs, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with and into BCS DevTools Merger Sub, Inc., a corporation organized and existing under the laws of the State of Delaware ("Merger Sub"), pursuant to the provisions of Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"):

FIRST: The names and states of incorporation of each of the constituent corporations that are parties to the Merger are as follows:

(a) Codelaunch Labs, Inc., a corporation organized and existing under the laws of the State of Delaware (Delaware file number 7834219), which shall be merged with and into BCS DevTools Merger Sub, Inc. and which shall cease to exist as a separate corporate entity upon the effectiveness of the Merger; and

(b) BCS DevTools Merger Sub, Inc., a corporation organized and existing under the laws of the State of Delaware (Delaware file number 7916483), which shall be the surviving corporation of the Merger and which shall continue its existence under the laws of the State of Delaware following the effectiveness of the Merger.

The Surviving Corporation shall continue its existence under the name "BCS DevTools Merger Sub, Inc." as a corporation organized and existing under the laws of the State of Delaware. Upon the effectiveness of the Merger, the separate corporate existence of Codelaunch Labs, Inc. shall cease.

SECOND: An Agreement and Plan of Merger, dated as of June 1, 2023 (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), was entered into by and among:

(a) Brightfield Cloud Services Inc., a corporation organized and existing under the laws of the State of Delaware (the "Parent");

(b) BCS DevTools Merger Sub, Inc., a corporation organized and existing under the laws of the State of Delaware and a direct, wholly owned subsidiary of Parent ("Merger Sub"); and

The Merger Agreement provides for, among other things, the merger of the Company with and into Merger Sub, with Merger Sub continuing as the Surviving Corporation and as a direct, wholly owned subsidiary of Parent, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the DGCL.

THIRD: The Merger Agreement and the transactions contemplated thereby, including the Merger, were duly approved by the respective boards of directors of each of the constituent corporations in accordance with the requirements of Section 251 of the DGCL, as follows:

(a) The Board of Directors of Codelaunch Labs, Inc. duly adopted resolutions (i) determining that the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Codelaunch Labs, Inc. and its stockholders, (ii) approving and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) directing that the Merger Agreement be submitted to the stockholders of Codelaunch Labs, Inc. for adoption thereby, and resolving to recommend that the stockholders of Codelaunch Labs, Inc. adopt the Merger Agreement.

(b) The Board of Directors of BCS DevTools Merger Sub, Inc. duly adopted resolutions (i) determining that the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, BCS DevTools Merger Sub, Inc. and its sole stockholder, (ii) approving and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) directing that the Merger Agreement be submitted to the sole stockholder of BCS DevTools Merger Sub, Inc. (Brightfield Cloud Services Inc.) for adoption thereby, and resolving to recommend that the sole stockholder of BCS DevTools Merger Sub, Inc. adopt the Merger Agreement.

(c) The Board of Directors of Brightfield Cloud Services Inc., in its capacity as the sole stockholder of BCS DevTools Merger Sub, Inc., duly adopted resolutions approving and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger.

FOURTH: The Merger Agreement was duly adopted by the stockholders of each of the constituent corporations to the Merger in accordance with the requirements of Sections 228 and 251 of the DGCL, as follows:

(a) The Merger Agreement was duly adopted by the stockholders of Codelaunch Labs, Inc., the holders of a sufficient number of shares of each class and series of capital stock of Codelaunch Labs, Inc. entitled to vote thereon, by written consent in lieu of a meeting of stockholders, dated as of June 9, 2023, in accordance with the requirements of Section 228 of the DGCL and Section 251 of the DGCL. The written consent was sufficient to approve and adopt the Merger Agreement without the vote or consent of any other stockholder of Codelaunch Labs, Inc. Prompt notice of the taking of such corporate action without a meeting by less than unanimous written consent was given to those stockholders of Codelaunch Labs, Inc. who did not consent in writing to such action, in accordance with Section 228(e) of the DGCL.

(b) The Merger Agreement was duly adopted by Brightfield Cloud Services Inc., as the sole stockholder of BCS DevTools Merger Sub, Inc., by written consent in lieu of a meeting of stockholders, in accordance with the requirements of Section 228 of the DGCL and Section 251 of the DGCL.

All requisite stockholder approvals for the consummation of the Merger were duly obtained in accordance with the DGCL and the respective certificates of incorporation and bylaws of each of the constituent corporations.

FIFTH: The name of the surviving corporation of the Merger is BCS DevTools Merger Sub, Inc., a corporation organized and existing under the laws of the State of Delaware, Delaware file number 7916483. The Surviving Corporation shall continue its corporate existence under the laws of the State of Delaware following the Effective Time (as defined below).

The Certificate of Incorporation of BCS DevTools Merger Sub, Inc., as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time, until thereafter duly amended, restated, or otherwise modified in accordance with the provisions thereof, the Merger Agreement, and applicable law. From and after the Effective Time, the Surviving Corporation shall be a direct, wholly owned subsidiary of Brightfield Cloud Services Inc.

SIXTH: The Merger shall become effective at 12:01 a.m. Eastern Time on July 22, 2023 (the "Effective Time").

SEVENTH: An executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation at the following address:

BCS DevTools Merger Sub, Inc. c/o Brightfield Cloud Services Inc. 4200 Westgrove Boulevard, Suite 1100 Irving, TX 75038

EIGHTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either constituent corporation to the Merger. Any such request should be directed in writing to:

BCS DevTools Merger Sub, Inc. c/o Brightfield Cloud Services Inc.

Attention: Harold Ostrander, General Counsel

4200 Westgrove Boulevard, Suite 1100 Irving, TX 75038

IN WITNESS WHEREOF, BCS DevTools Merger Sub, Inc., as the Surviving Corporation, has caused this Certificate of Merger to be executed by its duly authorized officer on this 18th day of July, 2023.

BCS DEVTOOLS MERGER SUB, INC. (as the Surviving Corporation)

By: ________

Name: Dominic Ferraro

Title: President

The undersigned corporation, Codelaunch Labs, Inc., as the non-surviving constituent corporation to the Merger, hereby joins in this Certificate of Merger and has caused this Certificate of Merger to be executed by its duly authorized officer on this 18th day of July, 2023.

CODELAUNCH LABS, INC. (as the non-surviving constituent corporation)

By: ________

Name: Naveen Subramaniam

Title: Chief Executive Officer

Prepared by: Calderwood & Harkness LLP 2000 McKinney Avenue, Suite 3400 Dallas, TX 75201 Matter No.: 1042-00004 Contact: Beatrice Holloway / Ryan Kowalski

CERTIFICATE OF MERGER
Merging Codelaunch Labs, Inc. (a Delaware corporation) with and into BCS DevTools Merger Sub, Inc. (a Delaware corporation)
Filed pursuant to Section 251 of the General Corporation Law of the State of Delaware
Date of Filing: July 18, 2023 Filed with: Secretary of State of the State of Delaware
The undersigned corporation, BCS DevTools Merger Sub, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Surviving Corporation"), hereby certifies the following in connection with the merger (the "Merger") of Codelaunch Labs, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with and into BCS DevTools Merger Sub, Inc., a corporation organized and existing under the laws of the State of Delaware ("Merger Sub"), pursuant to the provisions of Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"):
FIRST: The names and states of incorporation of each of the constituent corporations that are parties to the Merger are as follows:
(a) Codelaunch Labs, Inc., a corporation organized and existing under the laws of the State of Delaware (Delaware file number 7834219), which shall be merged with and into BCS DevTools Merger Sub, Inc. and which shall cease to exist as a separate corporate entity upon the effectiveness of the Merger; and
(b) BCS DevTools Merger Sub, Inc., a corporation organized and existing under the laws of the State of Delaware (Delaware file number 7916483), which shall be the surviving corporation of the Merger and which shall continue its existence under the laws of the State of Delaware following the effectiveness of the Merger.
The Surviving Corporation shall continue its existence under the name "BCS DevTools Merger Sub, Inc." as a corporation organized and existing under the laws of the State of Delaware. Upon the effectiveness of the Merger, the separate corporate existence of Codelaunch Labs, Inc. shall cease.
SECOND: An Agreement and Plan of Merger, dated as of June 1, 2023 (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), was entered into by and among:
(a) Brightfield Cloud Services Inc., a corporation organized and existing under the laws of the State of Delaware (the "Parent");
(b) BCS DevTools Merger Sub, Inc., a corporation organized and existing under the laws of the State of Delaware and a direct, wholly owned subsidiary of Parent ("Merger Sub"); and
(c) Codelaunch Labs, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company").
The Merger Agreement provides for, among other things, the merger of the Company with and into Merger Sub, with Merger Sub continuing as the Surviving Corporation and as a direct, wholly owned subsidiary of Parent, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the DGCL.
THIRD: The Merger Agreement and the transactions contemplated thereby, including the Merger, were duly approved by the respective boards of directors of each of the constituent corporations in accordance with the requirements of Section 251 of the DGCL, as follows:
(a) The Board of Directors of Codelaunch Labs, Inc. duly adopted resolutions (i) determining that the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Codelaunch Labs, Inc. and its stockholders, (ii) approving and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) directing that the Merger Agreement be submitted to the stockholders of Codelaunch Labs, Inc. for adoption thereby, and resolving to recommend that the stockholders of Codelaunch Labs, Inc. adopt the Merger Agreement.
(b) The Board of Directors of BCS DevTools Merger Sub, Inc. duly adopted resolutions (i) determining that the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, BCS DevTools Merger Sub, Inc. and its sole stockholder, (ii) approving and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) directing that the Merger Agreement be submitted to the sole stockholder of BCS DevTools Merger Sub, Inc. (Brightfield Cloud Services Inc.) for adoption thereby, and resolving to recommend that the sole stockholder of BCS DevTools Merger Sub, Inc. adopt the Merger Agreement.
(c) The Board of Directors of Brightfield Cloud Services Inc., in its capacity as the sole stockholder of BCS DevTools Merger Sub, Inc., duly adopted resolutions approving and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger.
FOURTH: The Merger Agreement was duly adopted by the stockholders of each of the constituent corporations to the Merger in accordance with the requirements of Sections 228 and 251 of the DGCL, as follows:
(a) The Merger Agreement was duly adopted by the stockholders of Codelaunch Labs, Inc., the holders of a sufficient number of shares of each class and series of capital stock of Codelaunch Labs, Inc. entitled to vote thereon, by written consent in lieu of a meeting of stockholders, dated as of June 9, 2023, in accordance with the requirements of Section 228 of the DGCL and Section 251 of the DGCL. The written consent was sufficient to approve and adopt the Merger Agreement without the vote or consent of any other stockholder of Codelaunch Labs, Inc. Prompt notice of the taking of such corporate action without a meeting by less than unanimous written consent was given to those stockholders of Codelaunch Labs, Inc. who did not consent in writing to such action, in accordance with Section 228(e) of the DGCL.
(b) The Merger Agreement was duly adopted by Brightfield Cloud Services Inc., as the sole stockholder of BCS DevTools Merger Sub, Inc., by written consent in lieu of a meeting of stockholders, in accordance with the requirements of Section 228 of the DGCL and Section 251 of the DGCL.
All requisite stockholder approvals for the consummation of the Merger were duly obtained in accordance with the DGCL and the respective certificates of incorporation and bylaws of each of the constituent corporations.
FIFTH: The name of the surviving corporation of the Merger is BCS DevTools Merger Sub, Inc., a corporation organized and existing under the laws of the State of Delaware, Delaware file number 7916483. The Surviving Corporation shall continue its corporate existence under the laws of the State of Delaware following the Effective Time (as defined below).
The Certificate of Incorporation of BCS DevTools Merger Sub, Inc., as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time, until thereafter duly amended, restated, or otherwise modified in accordance with the provisions thereof, the Merger Agreement, and applicable law. From and after the Effective Time, the Surviving Corporation shall be a direct, wholly owned subsidiary of Brightfield Cloud Services Inc.
SIXTH: The Merger shall become effective at 12:01 a.m. Eastern Time on July 22, 2023 (the "Effective Time").
SEVENTH: An executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation at the following address:
BCS DevTools Merger Sub, Inc. c/o Brightfield Cloud Services Inc. 4200 Westgrove Boulevard, Suite 1100 Irving, TX 75038
EIGHTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either constituent corporation to the Merger. Any such request should be directed in writing to:
BCS DevTools Merger Sub, Inc. c/o Brightfield Cloud Services Inc.
Attention: Harold Ostrander, General Counsel
4200 Westgrove Boulevard, Suite 1100 Irving, TX 75038
IN WITNESS WHEREOF, BCS DevTools Merger Sub, Inc., as the Surviving Corporation, has caused this Certificate of Merger to be executed by its duly authorized officer on this 18th day of July, 2023.
BCS DEVTOOLS MERGER SUB, INC. (as the Surviving Corporation)
By: ________
Name: Dominic Ferraro
Title: President
The undersigned corporation, Codelaunch Labs, Inc., as the non-surviving constituent corporation to the Merger, hereby joins in this Certificate of Merger and has caused this Certificate of Merger to be executed by its duly authorized officer on this 18th day of July, 2023.
CODELAUNCH LABS, INC. (as the non-surviving constituent corporation)
By: ________
Name: Naveen Subramaniam
Title: Chief Executive Officer
Prepared by: Calderwood & Harkness LLP 2000 McKinney Avenue, Suite 3400 Dallas, TX 75201 Matter No.: 1042-00004 Contact: Beatrice Holloway / Ryan Kowalski

CERTIFICATE OF MERGER

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