1042-00004 · Lone Star Trust Company · Closing

officers-closing-certificate-target.docx DOCUMENT M&A / Corporate

5 / 12 ← → ✕

OFFICER'S CLOSING CERTIFICATE OF CODELAUNCH LABS, INC.

Delivered Pursuant to Section 7.2(c) of the Agreement and Plan of Merger

July 22, 2023

The undersigned, Naveen Subramaniam, hereby certifies as follows:

Reference is made to that certain Agreement and Plan of Merger, dated as of June 1, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Merger Agreement"), by and among Brightfield Cloud Services Inc., a Delaware corporation ("Parent"), BCS DevTools Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Codelaunch Labs, Inc., a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

The undersigned, Naveen Subramaniam, is the Co-Founder and Chief Executive Officer of the Company. The undersigned is delivering this Officer's Closing Certificate (this "Certificate") pursuant to Section 7.2(c) of the Merger Agreement, in connection with the consummation of the transactions contemplated by the Merger Agreement, on the Closing Date, July 22, 2023. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company, and has been authorized to do so by resolutions duly adopted by the Board of Directors of the Company, copies of which have been delivered to Parent as part of the Secretary's Certificate described herein.

As contemplated by the Merger Agreement, the Merger Agreement provides for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The aggregate merger consideration to be paid in connection with the Merger is Twenty-Two Million Dollars ($22,000,000), subject to the terms and conditions set forth in the Merger Agreement (including without limitation the escrow and earnout provisions described therein).

The undersigned, in his capacity as Co-Founder and Chief Executive Officer of the Company, and after due inquiry and investigation, hereby certifies to Parent and Merger Sub as follows:

Section 1. Representations and Warranties — Bringdown Certification

1.1. Each of the representations and warranties of the Company set forth in Article IV of the Merger Agreement (as qualified by the Disclosure Schedules delivered by the Company to Parent and Merger Sub, dated as of June 1, 2023 (the "Disclosure Schedules")) is true and correct in all material respects as of the date of the Merger Agreement (June 1, 2023) and as of the Closing Date (July 22, 2023), with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties that by their express terms speak as of a specific date or period, which representations and warranties are true and correct in all material respects as of such specified date or period.

1.2. Each of the representations and warranties of the Company set forth in the Merger Agreement that is qualified by "materiality," "Material Adverse Effect," or similar qualifications is true and correct in all respects (without giving effect to any such materiality, Material Adverse Effect, or similar qualifications contained therein, so as to avoid any duplication of materiality qualifiers) as of the date of the Merger Agreement (June 1, 2023) and as of the Closing Date (July 22, 2023), with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties that by their express terms speak as of a specific date or period, which representations and warranties are true and correct in all respects as of such specified date or period.

1.3. Without limiting the generality of the foregoing, each of the Fundamental Representations of the Company — including, without limitation, the representations and warranties regarding the Company's due organization and good standing (Section 4.1), corporate authority and enforceability (Section 4.2), capitalization (Section 4.4), and absence of brokers' or finders' fees (Section 4.23) — is true and correct in all respects as of the Closing Date, with the same force and effect as though made on and as of the Closing Date, except for those Fundamental Representations that by their express terms speak as of a specific date, which are true and correct in all respects as of such specified date.

Section 2. Covenants — Compliance Certification

2.1. The Company has performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by the Company under the Merger Agreement at or prior to the Closing Date (July 22, 2023).

2.2. Without limiting the generality of the certification set forth in Section 2.1 above, the Company has performed and complied with the following covenants, agreements, and obligations:

(a) Ordinary Course Operations. During the period between the date of the Merger Agreement (June 1, 2023) and the Closing Date (July 22, 2023) (the "Interim Period"), the Company has operated its business in the ordinary course of business consistent with past practice in all material respects. The Company has used commercially reasonable efforts to preserve intact its business organization, maintain its material assets in good working condition, keep available the services of its current officers and key employees, and preserve the goodwill and business relationships of the Company with its customers, suppliers, vendors, licensors, licensees, and other persons with whom the Company has material business dealings.

(b) Negative Covenants. The Company has complied in all material respects with the negative covenants set forth in Section 5.1 of the Merger Agreement, including, without limitation, the covenants requiring that the Company shall not, without the prior written consent of Parent: (i) enter into any material contract or agreement outside the ordinary course of business; (ii) amend, modify, or restate its certificate of incorporation, bylaws, or other organizational documents; (iii) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, or encumbrance of any shares of capital stock of the Company, or any options, warrants, convertible securities, or other rights of any kind to acquire any shares of such capital stock; (iv) declare, set aside, make, or pay any dividend or other distribution (whether in cash, stock, property, or otherwise) with respect to any of the Company's capital stock; (v) effect any recapitalization, reclassification, stock split, reverse stock split, or similar change in the capitalization of the Company; (vi) acquire (by merger, consolidation, acquisition of stock or assets, or otherwise) any other person or any material portion of the assets of any other person; (vii) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, except in the ordinary course of business consistent with past practice; or (viii) make any material change in accounting methods, principles, or practices, except as required by changes in GAAP or applicable law.

(c) Cooperation with Parent. The Company has cooperated with Parent and its representatives in obtaining all consents, approvals, authorizations, qualifications, and waivers of third parties and governmental authorities necessary or desirable in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

(d) Access to Books, Records, and Personnel. During the Interim Period, the Company has provided Parent and its representatives — including Calderwood & Harkness LLP, as buyer's outside legal counsel, and Kerrigan & Pryce LLP, as buyer's accounting and financial advisor — with reasonable access, during normal business hours and upon reasonable prior notice, to the Company's offices, properties, books, records, contracts, documents, and personnel, in each case as reasonably requested by Parent for purposes of facilitating an orderly transition and completing its confirmatory diligence review.

(e) Stockholder Approval. The Company caused the written consent of stockholders approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger, to be executed and delivered on June 9, 2023, in accordance with Section 228 of the General Corporation Law of the State of Delaware (the "DGCL"), the Company's certificate of incorporation, and the Company's bylaws, as more fully described in Section 5 below.

Section 3. No Material Adverse Effect

3.1. Since the date of the Merger Agreement (June 1, 2023) through and including the Closing Date (July 22, 2023), no event, change, effect, development, condition, circumstance, or occurrence has occurred or arisen that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company (as such term is defined in the Merger Agreement).

3.2. The Company's business — consisting of a developer-tools platform offering continuous integration/continuous delivery (CI/CD) pipeline orchestration and automated code-review software, in each case sold to customers on a software-as-a-service (SaaS) subscription basis — has continued to operate in the ordinary course of business consistent with past practice during the Interim Period.

3.3. The Company's annual recurring revenue ("ARR") and customer metrics remain consistent with the levels reported to Parent and its advisors during the due diligence process conducted prior to the execution of the Merger Agreement, including ARR of approximately Four Million Eight Hundred Thousand Dollars ($4,800,000) as of the most recently completed measurement period.

3.4. During the Interim Period, the Company has not experienced any material loss of employees, customers, or key vendor relationships. The Company's key customer relationships remain intact, no material customer has terminated or provided written notice of its intent to terminate its subscription agreement with the Company, and no key employee has resigned or been terminated. The Company's relationships with its material vendors and service providers continue in the ordinary course of business consistent with past practice.

Section 4. Capitalization Confirmation

4.1. As of the Closing Date (July 22, 2023) and immediately prior to the Effective Time of the Merger, the fully diluted capitalization of the Company consists of Ten Million (10,000,000) shares of common stock, par value $0.0001 per share (the "Common Stock"). The Company has no other classes or series of capital stock authorized, issued, or outstanding.

4.2. The following table sets forth the stockholders of the Company and their respective ownership of shares of Common Stock as of the Closing Date and immediately prior to the Effective Time:

4.3. Since June 1, 2023 (the date of the Merger Agreement), no additional shares of Common Stock or any other equity securities of the Company have been issued, and no options, warrants, convertible notes, conversion rights, rights of exchange, or other convertible securities or instruments of the Company have been issued, granted, or authorized. There are no outstanding subscription rights, preemptive rights, rights of first refusal, or other agreements or commitments of any kind obligating the Company to issue or sell any shares of capital stock or any other equity securities of the Company.

4.4. All outstanding stock options of the Company have been either (a) duly exercised in accordance with their terms and the applicable stock option agreements prior to the Closing Date, (b) cancelled in exchange for the right to receive the applicable per-share merger consideration (less the applicable exercise price and any required withholding taxes) at the Effective Time, or (c) will otherwise be treated in accordance with Section 2.5 of the Merger Agreement at the Effective Time. No stock options, restricted stock units, stock appreciation rights, phantom stock awards, or other equity-based compensation awards remain outstanding as of the Closing Date that are not accounted for in the capitalization table set forth in Section 4.2 above or that are not being treated in accordance with the Merger Agreement.

Section 5. Stockholder Approval

5.1. The Merger Agreement and the transactions contemplated thereby, including the Merger, were duly adopted and approved by the requisite vote or consent of the stockholders of the Company, in accordance with the DGCL (including, without limitation, Sections 228, 251, and 271 thereof), the Company's certificate of incorporation, and the Company's bylaws.

5.2. On June 9, 2023, stockholders of the Company holding not less than a majority of the outstanding shares of Common Stock of the Company executed and delivered a written consent (the "Written Consent") approving and adopting the Merger Agreement and the transactions contemplated thereby, in accordance with Section 228 of the DGCL and the corresponding provisions of the Company's certificate of incorporation and bylaws, which permit action by written consent of stockholders without a meeting.

5.3. The following stockholders executed the Written Consent:

5.4. The stockholders who executed the Written Consent collectively hold 9,200,000 shares of Common Stock, representing ninety-two percent (92%) of the 10,000,000 outstanding shares of Common Stock, which exceeds the majority of the outstanding shares required to approve and adopt the Merger Agreement under the DGCL and the Company's organizational documents.

5.5. In accordance with Section 228(e) of the DGCL, the Company provided prompt notice of the taking of the corporate action by written consent without a meeting to each stockholder of record who did not execute the Written Consent. Such notice was delivered within the time period and in the manner required by Section 228(e) of the DGCL, and copies of such notice have been made available to Parent and its counsel.

Section 6. No Litigation / Legal Proceedings

6.1. As of the Closing Date, there is no action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry pending or, to the knowledge of the undersigned (after due inquiry), threatened in writing against or affecting the Company, or any of its officers, directors, or employees in their capacities as such, before any court, tribunal, arbitrator, governmental authority, or regulatory body that would:

(a) prevent, materially delay, or materially impair the ability of the Company to consummate the Merger or any of the other transactions contemplated by the Merger Agreement; or

(b) individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

6.2. As of the Closing Date, no injunction, temporary restraining order, cease-and-desist order, or other order, judgment, decree, or ruling of any court, tribunal, governmental authority, or regulatory body is in effect that would prohibit, restrain, enjoin, or otherwise prevent the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.

Section 7. Consents and Approvals

7.1. All consents, approvals, authorizations, permits, waivers, and orders of third parties and governmental authorities that are required to be obtained by the Company, or that are conditions to the Company's obligations, in connection with the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, have been duly obtained and are in full force and effect as of the Closing Date.

7.2. No filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was required in connection with the Merger, as the aggregate amount of the merger consideration falls below the applicable size-of-transaction thresholds prescribed by the HSR Act and the regulations promulgated thereunder for the calendar year in which the Merger Agreement was executed.

7.3. A Certificate of Merger was filed with the Secretary of State of the State of Delaware on July 18, 2023, in accordance with Section 251 of the DGCL, specifying an effective time of 11:59 p.m. Eastern Time on July 22, 2023 (the "Effective Time"). A file-stamped copy of the Certificate of Merger, as returned by the Delaware Secretary of State, has been delivered to Parent.

Section 8. Delivery of Closing Deliverables

8.1. The Company has delivered, or caused to be delivered, to Parent all closing deliverables required to be delivered by the Company to Parent at or prior to the Closing under the Merger Agreement, including, without limitation, the following:

(a) Disclosure Schedules. The Disclosure Schedules of the Company, dated as of June 1, 2023, delivered concurrently with the execution and delivery of the Merger Agreement, together with all supplements and updates thereto delivered to Parent during the Interim Period in accordance with Section 5.5 of the Merger Agreement.

(b) Written Consent of Stockholders. The Written Consent of stockholders of the Company, dated June 9, 2023, approving and adopting the Merger Agreement and the transactions contemplated thereby, as described in Section 5 above.

(c) Good Standing Certificates. A certificate of good standing (or equivalent certificate) for the Company issued by (i) the Secretary of State of the State of Delaware, dated not more than ten (10) business days prior to the Closing Date, and (ii) the Secretary of State of the State of Texas (or the Texas Comptroller of Public Accounts, as applicable), dated not more than ten (10) business days prior to the Closing Date.

(d) Secretary's Certificate. A certificate of the Secretary (or an officer performing equivalent functions) of the Company, certifying and attaching true and complete copies of: (i) the certificate of incorporation of the Company, as amended through the Closing Date, as certified by the Secretary of State of the State of Delaware; (ii) the bylaws of the Company, as amended through the Closing Date; and (iii) resolutions of the Board of Directors of the Company duly authorizing the execution, delivery, and performance by the Company of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby.

(e) FIRPTA Certificate. A certificate of non-foreign status, duly executed by an authorized officer of the Company, in the form prescribed by Treasury Regulations Section 1.1445-2(c)(3) and in compliance with Treasury Regulations Section 1.897-2(h), certifying that the Company is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Internal Revenue Code of 1986, as amended (the "Code"), a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code, together with a notice to the Internal Revenue Service in the form required by Treasury Regulations Section 1.897-2(h)(2).

(f) Escrow Agreement. An executed counterpart of the Escrow Agreement, dated as of the Closing Date, by and among Parent, Naveen Subramaniam, in his capacity as Stockholder Representative, and Lone Star Trust Company, N.A., as escrow agent (the "Escrow Agent"), in substantially the form attached as Exhibit C to the Merger Agreement (escrow account reference number: LSTC-ESC-2023-004417), providing for the deposit of Two Million Two Hundred Thousand Dollars ($2,200,000) of the merger consideration (the "Escrow Amount") into the escrow account established thereunder to secure the indemnification obligations of the Company's stockholders under Article IX of the Merger Agreement.

(g) Employment Agreements. Executed counterparts of employment agreements, each in substantially the forms attached as Exhibits D-1, D-2, and D-3 to the Merger Agreement, by and between the applicable Founder Earnout Participant and Parent (or the Surviving Corporation, as applicable), as follows:

(i) Employment Agreement with Naveen Subramaniam, providing for a base salary of Three Hundred Ten Thousand Dollars ($310,000) per annum, effective as of the Closing Date;

(ii) Employment Agreement with Elise Thornberry, providing for a base salary of Two Hundred Ninety-Five Thousand Dollars ($295,000) per annum, effective as of the Closing Date; and

(iii) Employment Agreement with Marcus Okonkwo, providing for a base salary of Two Hundred Eighty Thousand Dollars ($280,000) per annum, effective as of the Closing Date.

(h) Payoff Letters and Lien Releases. Payoff letters and lien releases (or arrangements satisfactory to Parent for the delivery of lien releases promptly following the Closing) for all outstanding indebtedness of the Company, in each case in form and substance reasonably satisfactory to Parent and its counsel, together with evidence that all amounts set forth in such payoff letters will be paid in full at or prior to the Effective Time using funds from the merger consideration in accordance with the Merger Agreement.

(i) Contract Terminations and Assignments. Evidence, in form and substance reasonably satisfactory to Parent and its counsel, of the termination or assignment of each material contract of the Company identified in Schedule 7.2(i) of the Merger Agreement as requiring termination or assignment at or prior to the Closing, including duly executed termination agreements, assignment and assumption agreements, and required third-party consents, as applicable.

(j) Other Documents. All other documents, certificates, instruments, and writings required to be delivered by the Company to Parent at or prior to the Closing pursuant to the terms of the Merger Agreement, including without limitation those items set forth in Section 7.2 of the Merger Agreement, each in form and substance reasonably satisfactory to Parent.

Section 9. Company Entity Information

9.1. The undersigned hereby confirms the following entity information for the Company as of the Closing Date:

Full Legal Name: Codelaunch Labs, Inc.

Jurisdiction of Incorporation: State of Delaware

Delaware Secretary of State File Number: 7834219

Employer Identification Number (EIN): 84-3291057

Principal Office Address: 1607 East 6th Street, Suite 300, Austin, Texas 78702

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

9.2. The Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and in good standing as a foreign corporation in the State of Texas, which is the only jurisdiction in which the nature of the Company's business or the ownership or leasing of its properties requires such qualification or licensing.

Section 10. Stockholder Representative Designation

10.1. In accordance with Section 10.1 of the Merger Agreement and the Written Consent of stockholders dated June 9, 2023, Naveen Subramaniam has been duly designated and appointed as the Stockholder Representative (the "Stockholder Representative") to serve as the representative, agent, and attorney-in-fact of the stockholders of the Company with respect to all post-Closing matters arising under or in connection with the Merger Agreement.

10.2. In his capacity as Stockholder Representative, Naveen Subramaniam is authorized to act on behalf of the stockholders of the Company with respect to, among other things, all post-Closing matters, including, without limitation: (a) the resolution and settlement of any indemnification claims asserted by any Indemnified Party under Article IX of the Merger Agreement; (b) any disputes relating to the release of funds from the escrow account maintained by the Escrow Agent pursuant to the Escrow Agreement; (c) the determination and resolution of any disputes arising in connection with the earnout consideration payable under Section 2.7 of the Merger Agreement; (d) the negotiation, execution, and delivery of any amendments, waivers, or other modifications to the Merger Agreement or any ancillary agreement on behalf of the stockholders; and (e) any other matter for which the Stockholder Representative is authorized to act under the Merger Agreement.

10.3. The contact information for the Stockholder Representative for purposes of all notices and communications under the Merger Agreement and the Escrow Agreement is as follows:

Naveen Subramaniam Stockholder Representative 1607 East 6th Street, Suite 300 Austin, Texas 78702

Email: naveen@codelaunchlabs.com

Section 11. No Dissenting Stockholders / Appraisal Rights

11.1. As of the Closing Date, no stockholder of the Company has demanded appraisal rights or dissented from the Merger pursuant to Section 262 of the DGCL or any other applicable provision of law.

11.2. Each of the stockholders who executed the Written Consent on June 9, 2023 — collectively holding 9,200,000 shares of Common Stock, representing ninety-two percent (92%) of the outstanding shares of Common Stock — has irrevocably waived any and all appraisal rights, dissenters' rights, or similar rights such stockholder may have in connection with the Merger under the DGCL, the Company's certificate of incorporation, the Company's bylaws, or otherwise.

11.3. To the knowledge of the undersigned (after due inquiry), no stockholder of the Company — including any of the various angel investors and option holders holding, in the aggregate, 800,000 shares of Common Stock (representing eight percent (8%) of the outstanding shares) — has provided any written notice of intent to demand appraisal of such stockholder's shares, or otherwise indicated an intention to exercise appraisal rights, in connection with the Merger.

Section 12. Tax Matters

12.1. The Company has duly and timely filed (or caused to be filed) all federal, state, local, and foreign tax returns and reports required to be filed by or with respect to the Company on or prior to the Closing Date (taking into account all applicable extensions of time for filing), and all such tax returns and reports are true, correct, and complete in all material respects.

12.2. The Company has paid (or caused to be paid) all taxes due and owing by the Company through the Closing Date, whether or not shown as due on any tax return. There are no liens for taxes upon any of the assets or properties of the Company, other than liens for current taxes not yet due and payable.

12.3. As of the Closing Date, there are no audits, examinations, investigations, actions, suits, claims, assessments, or administrative or judicial proceedings by any federal, state, local, or foreign taxing authority pending against or with respect to the Company, and, to the knowledge of the undersigned (after due inquiry), no such audit, examination, investigation, action, suit, claim, assessment, or proceeding has been threatened in writing.

12.4. The Company has complied in all material respects with all applicable laws, rules, and regulations relating to the withholding and remittance of taxes, including, without limitation, withholding and reporting obligations with respect to amounts paid or owing to employees, independent contractors, creditors, stockholders, and other third parties. All amounts required to be withheld by the Company have been withheld and, to the extent required, have been timely paid over to the appropriate governmental authority.

Section 13. Reliance; No Personal Liability

13.1. This Certificate is being delivered by the undersigned for the benefit of Parent and Merger Sub, and may be relied upon by Parent and Merger Sub, and their respective successors and assigns, in connection with the Closing and the consummation of the Merger and the other transactions contemplated by the Merger Agreement. Parent and Merger Sub shall be entitled to rely on each of the certifications, representations, and statements set forth herein as though each were made directly to Parent and Merger Sub.

13.2. This Certificate is made by the undersigned solely in his capacity as the Co-Founder and Chief Executive Officer of the Company, and not in his individual or personal capacity, except to the extent the undersigned also acts as Stockholder Representative pursuant to Section 10 above and the Merger Agreement. The undersigned shall have no personal liability with respect to any of the certifications, representations, or statements set forth in this Certificate, except to the extent expressly provided in the Merger Agreement (including, without limitation, any liability arising in connection with the undersigned's role as Stockholder Representative or any fraud or intentional misrepresentation by the undersigned).

13.3. The undersigned acknowledges that Parent and Merger Sub are relying on the accuracy and completeness of the certifications, representations, and statements set forth in this Certificate in consummating the Merger and in funding the merger consideration, which consists of: (a) Sixteen Million Five Hundred Thousand Dollars ($16,500,000) in cash payable at the Closing to the stockholders of the Company (the "Closing Cash Consideration"); (b) Two Million Two Hundred Thousand Dollars ($2,200,000) to be deposited with the Escrow Agent pursuant to the Escrow Agreement (the "Escrow Amount"); and (c) up to Three Million Three Hundred Thousand Dollars ($3,300,000) in earnout consideration (the "Earnout Consideration"), payable upon the achievement of certain milestones as set forth in Section 2.7 of the Merger Agreement. The undersigned further acknowledges that the accuracy and completeness of this Certificate is a condition to the obligations of Parent and Merger Sub to consummate the Merger under Article VII of the Merger Agreement.

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

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Officer's Closing Certificate as of July 22, 2023.

CODELAUNCH LABS, INC.

By: ________

Name: Naveen Subramaniam

Title: Co-Founder and Chief Executive Officer

Delivery Notation

This Officer's Closing Certificate has been delivered to the following parties in accordance with the notice provisions of the Merger Agreement:

Delivered to:

Brightfield Cloud Services Inc. 4200 Westgrove Boulevard, Suite 1100 Irving, Texas 75038

Attention: Harold Ostrander, General Counsel

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 2000 McKinney Avenue, Suite 3400 Dallas, Texas 75201

Attention: Beatrice Holloway

Stockholder	Shares of Common Stock	Percentage of Total Outstanding
Naveen Subramaniam	2,800,000	28.00%
Elise Thornberry	2,400,000	24.00%
Marcus Okonkwo	1,800,000	18.00%
Ridgeway Ventures Fund II, LP	2,200,000	22.00%
Various angel investors and option holders (as set forth in the Disclosure Schedules)	800,000	8.00%
Total	10,000,000	100.00%
Stockholder	Shares Represented	Percentage of Outstanding
Naveen Subramaniam	2,800,000	28.00%
Elise Thornberry	2,400,000	24.00%
Marcus Okonkwo	1,800,000	18.00%
Ridgeway Ventures Fund II, LP	2,200,000	22.00%
Total	9,200,000	92.00%

OFFICER'S CLOSING CERTIFICATE OF CODELAUNCH LABS, INC.
Delivered Pursuant to Section 7.2(c) of the Agreement and Plan of Merger
July 22, 2023
The undersigned, Naveen Subramaniam, hereby certifies as follows:
Reference is made to that certain Agreement and Plan of Merger, dated as of June 1, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Merger Agreement"), by and among Brightfield Cloud Services Inc., a Delaware corporation ("Parent"), BCS DevTools Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Codelaunch Labs, Inc., a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
The undersigned, Naveen Subramaniam, is the Co-Founder and Chief Executive Officer of the Company. The undersigned is delivering this Officer's Closing Certificate (this "Certificate") pursuant to Section 7.2(c) of the Merger Agreement, in connection with the consummation of the transactions contemplated by the Merger Agreement, on the Closing Date, July 22, 2023. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company, and has been authorized to do so by resolutions duly adopted by the Board of Directors of the Company, copies of which have been delivered to Parent as part of the Secretary's Certificate described herein.
As contemplated by the Merger Agreement, the Merger Agreement provides for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The aggregate merger consideration to be paid in connection with the Merger is Twenty-Two Million Dollars ($22,000,000), subject to the terms and conditions set forth in the Merger Agreement (including without limitation the escrow and earnout provisions described therein).
The undersigned, in his capacity as Co-Founder and Chief Executive Officer of the Company, and after due inquiry and investigation, hereby certifies to Parent and Merger Sub as follows:
Section 1. Representations and Warranties — Bringdown Certification
1.1. Each of the representations and warranties of the Company set forth in Article IV of the Merger Agreement (as qualified by the Disclosure Schedules delivered by the Company to Parent and Merger Sub, dated as of June 1, 2023 (the "Disclosure Schedules")) is true and correct in all material respects as of the date of the Merger Agreement (June 1, 2023) and as of the Closing Date (July 22, 2023), with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties that by their express terms speak as of a specific date or period, which representations and warranties are true and correct in all material respects as of such specified date or period.
1.2. Each of the representations and warranties of the Company set forth in the Merger Agreement that is qualified by "materiality," "Material Adverse Effect," or similar qualifications is true and correct in all respects (without giving effect to any such materiality, Material Adverse Effect, or similar qualifications contained therein, so as to avoid any duplication of materiality qualifiers) as of the date of the Merger Agreement (June 1, 2023) and as of the Closing Date (July 22, 2023), with the same force and effect as though made on and as of the Closing Date, except for those representations and warranties that by their express terms speak as of a specific date or period, which representations and warranties are true and correct in all respects as of such specified date or period.
1.3. Without limiting the generality of the foregoing, each of the Fundamental Representations of the Company — including, without limitation, the representations and warranties regarding the Company's due organization and good standing (Section 4.1), corporate authority and enforceability (Section 4.2), capitalization (Section 4.4), and absence of brokers' or finders' fees (Section 4.23) — is true and correct in all respects as of the Closing Date, with the same force and effect as though made on and as of the Closing Date, except for those Fundamental Representations that by their express terms speak as of a specific date, which are true and correct in all respects as of such specified date.
Section 2. Covenants — Compliance Certification
2.1. The Company has performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by the Company under the Merger Agreement at or prior to the Closing Date (July 22, 2023).
2.2. Without limiting the generality of the certification set forth in Section 2.1 above, the Company has performed and complied with the following covenants, agreements, and obligations:
(a) Ordinary Course Operations. During the period between the date of the Merger Agreement (June 1, 2023) and the Closing Date (July 22, 2023) (the "Interim Period"), the Company has operated its business in the ordinary course of business consistent with past practice in all material respects. The Company has used commercially reasonable efforts to preserve intact its business organization, maintain its material assets in good working condition, keep available the services of its current officers and key employees, and preserve the goodwill and business relationships of the Company with its customers, suppliers, vendors, licensors, licensees, and other persons with whom the Company has material business dealings.
(b) Negative Covenants. The Company has complied in all material respects with the negative covenants set forth in Section 5.1 of the Merger Agreement, including, without limitation, the covenants requiring that the Company shall not, without the prior written consent of Parent: (i) enter into any material contract or agreement outside the ordinary course of business; (ii) amend, modify, or restate its certificate of incorporation, bylaws, or other organizational documents; (iii) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, or encumbrance of any shares of capital stock of the Company, or any options, warrants, convertible securities, or other rights of any kind to acquire any shares of such capital stock; (iv) declare, set aside, make, or pay any dividend or other distribution (whether in cash, stock, property, or otherwise) with respect to any of the Company's capital stock; (v) effect any recapitalization, reclassification, stock split, reverse stock split, or similar change in the capitalization of the Company; (vi) acquire (by merger, consolidation, acquisition of stock or assets, or otherwise) any other person or any material portion of the assets of any other person; (vii) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, except in the ordinary course of business consistent with past practice; or (viii) make any material change in accounting methods, principles, or practices, except as required by changes in GAAP or applicable law.
(c) Cooperation with Parent. The Company has cooperated with Parent and its representatives in obtaining all consents, approvals, authorizations, qualifications, and waivers of third parties and governmental authorities necessary or desirable in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement.
(d) Access to Books, Records, and Personnel. During the Interim Period, the Company has provided Parent and its representatives — including Calderwood & Harkness LLP, as buyer's outside legal counsel, and Kerrigan & Pryce LLP, as buyer's accounting and financial advisor — with reasonable access, during normal business hours and upon reasonable prior notice, to the Company's offices, properties, books, records, contracts, documents, and personnel, in each case as reasonably requested by Parent for purposes of facilitating an orderly transition and completing its confirmatory diligence review.
(e) Stockholder Approval. The Company caused the written consent of stockholders approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger, to be executed and delivered on June 9, 2023, in accordance with Section 228 of the General Corporation Law of the State of Delaware (the "DGCL"), the Company's certificate of incorporation, and the Company's bylaws, as more fully described in Section 5 below.
Section 3. No Material Adverse Effect
3.1. Since the date of the Merger Agreement (June 1, 2023) through and including the Closing Date (July 22, 2023), no event, change, effect, development, condition, circumstance, or occurrence has occurred or arisen that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company (as such term is defined in the Merger Agreement).
3.2. The Company's business — consisting of a developer-tools platform offering continuous integration/continuous delivery (CI/CD) pipeline orchestration and automated code-review software, in each case sold to customers on a software-as-a-service (SaaS) subscription basis — has continued to operate in the ordinary course of business consistent with past practice during the Interim Period.
3.3. The Company's annual recurring revenue ("ARR") and customer metrics remain consistent with the levels reported to Parent and its advisors during the due diligence process conducted prior to the execution of the Merger Agreement, including ARR of approximately Four Million Eight Hundred Thousand Dollars ($4,800,000) as of the most recently completed measurement period.
3.4. During the Interim Period, the Company has not experienced any material loss of employees, customers, or key vendor relationships. The Company's key customer relationships remain intact, no material customer has terminated or provided written notice of its intent to terminate its subscription agreement with the Company, and no key employee has resigned or been terminated. The Company's relationships with its material vendors and service providers continue in the ordinary course of business consistent with past practice.
Section 4. Capitalization Confirmation
4.1. As of the Closing Date (July 22, 2023) and immediately prior to the Effective Time of the Merger, the fully diluted capitalization of the Company consists of Ten Million (10,000,000) shares of common stock, par value $0.0001 per share (the "Common Stock"). The Company has no other classes or series of capital stock authorized, issued, or outstanding.
4.2. The following table sets forth the stockholders of the Company and their respective ownership of shares of Common Stock as of the Closing Date and immediately prior to the Effective Time:
4.3. Since June 1, 2023 (the date of the Merger Agreement), no additional shares of Common Stock or any other equity securities of the Company have been issued, and no options, warrants, convertible notes, conversion rights, rights of exchange, or other convertible securities or instruments of the Company have been issued, granted, or authorized. There are no outstanding subscription rights, preemptive rights, rights of first refusal, or other agreements or commitments of any kind obligating the Company to issue or sell any shares of capital stock or any other equity securities of the Company.
4.4. All outstanding stock options of the Company have been either (a) duly exercised in accordance with their terms and the applicable stock option agreements prior to the Closing Date, (b) cancelled in exchange for the right to receive the applicable per-share merger consideration (less the applicable exercise price and any required withholding taxes) at the Effective Time, or (c) will otherwise be treated in accordance with Section 2.5 of the Merger Agreement at the Effective Time. No stock options, restricted stock units, stock appreciation rights, phantom stock awards, or other equity-based compensation awards remain outstanding as of the Closing Date that are not accounted for in the capitalization table set forth in Section 4.2 above or that are not being treated in accordance with the Merger Agreement.
Section 5. Stockholder Approval
5.1. The Merger Agreement and the transactions contemplated thereby, including the Merger, were duly adopted and approved by the requisite vote or consent of the stockholders of the Company, in accordance with the DGCL (including, without limitation, Sections 228, 251, and 271 thereof), the Company's certificate of incorporation, and the Company's bylaws.
5.2. On June 9, 2023, stockholders of the Company holding not less than a majority of the outstanding shares of Common Stock of the Company executed and delivered a written consent (the "Written Consent") approving and adopting the Merger Agreement and the transactions contemplated thereby, in accordance with Section 228 of the DGCL and the corresponding provisions of the Company's certificate of incorporation and bylaws, which permit action by written consent of stockholders without a meeting.
5.3. The following stockholders executed the Written Consent:
5.4. The stockholders who executed the Written Consent collectively hold 9,200,000 shares of Common Stock, representing ninety-two percent (92%) of the 10,000,000 outstanding shares of Common Stock, which exceeds the majority of the outstanding shares required to approve and adopt the Merger Agreement under the DGCL and the Company's organizational documents.
5.5. In accordance with Section 228(e) of the DGCL, the Company provided prompt notice of the taking of the corporate action by written consent without a meeting to each stockholder of record who did not execute the Written Consent. Such notice was delivered within the time period and in the manner required by Section 228(e) of the DGCL, and copies of such notice have been made available to Parent and its counsel.
Section 6. No Litigation / Legal Proceedings
6.1. As of the Closing Date, there is no action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry pending or, to the knowledge of the undersigned (after due inquiry), threatened in writing against or affecting the Company, or any of its officers, directors, or employees in their capacities as such, before any court, tribunal, arbitrator, governmental authority, or regulatory body that would:
(a) prevent, materially delay, or materially impair the ability of the Company to consummate the Merger or any of the other transactions contemplated by the Merger Agreement; or
(b) individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.
6.2. As of the Closing Date, no injunction, temporary restraining order, cease-and-desist order, or other order, judgment, decree, or ruling of any court, tribunal, governmental authority, or regulatory body is in effect that would prohibit, restrain, enjoin, or otherwise prevent the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.
Section 7. Consents and Approvals
7.1. All consents, approvals, authorizations, permits, waivers, and orders of third parties and governmental authorities that are required to be obtained by the Company, or that are conditions to the Company's obligations, in connection with the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, have been duly obtained and are in full force and effect as of the Closing Date.
7.2. No filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was required in connection with the Merger, as the aggregate amount of the merger consideration falls below the applicable size-of-transaction thresholds prescribed by the HSR Act and the regulations promulgated thereunder for the calendar year in which the Merger Agreement was executed.
7.3. A Certificate of Merger was filed with the Secretary of State of the State of Delaware on July 18, 2023, in accordance with Section 251 of the DGCL, specifying an effective time of 11:59 p.m. Eastern Time on July 22, 2023 (the "Effective Time"). A file-stamped copy of the Certificate of Merger, as returned by the Delaware Secretary of State, has been delivered to Parent.
Section 8. Delivery of Closing Deliverables
8.1. The Company has delivered, or caused to be delivered, to Parent all closing deliverables required to be delivered by the Company to Parent at or prior to the Closing under the Merger Agreement, including, without limitation, the following:
(a) Disclosure Schedules. The Disclosure Schedules of the Company, dated as of June 1, 2023, delivered concurrently with the execution and delivery of the Merger Agreement, together with all supplements and updates thereto delivered to Parent during the Interim Period in accordance with Section 5.5 of the Merger Agreement.
(b) Written Consent of Stockholders. The Written Consent of stockholders of the Company, dated June 9, 2023, approving and adopting the Merger Agreement and the transactions contemplated thereby, as described in Section 5 above.
(c) Good Standing Certificates. A certificate of good standing (or equivalent certificate) for the Company issued by (i) the Secretary of State of the State of Delaware, dated not more than ten (10) business days prior to the Closing Date, and (ii) the Secretary of State of the State of Texas (or the Texas Comptroller of Public Accounts, as applicable), dated not more than ten (10) business days prior to the Closing Date.
(d) Secretary's Certificate. A certificate of the Secretary (or an officer performing equivalent functions) of the Company, certifying and attaching true and complete copies of: (i) the certificate of incorporation of the Company, as amended through the Closing Date, as certified by the Secretary of State of the State of Delaware; (ii) the bylaws of the Company, as amended through the Closing Date; and (iii) resolutions of the Board of Directors of the Company duly authorizing the execution, delivery, and performance by the Company of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby.
(e) FIRPTA Certificate. A certificate of non-foreign status, duly executed by an authorized officer of the Company, in the form prescribed by Treasury Regulations Section 1.1445-2(c)(3) and in compliance with Treasury Regulations Section 1.897-2(h), certifying that the Company is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Internal Revenue Code of 1986, as amended (the "Code"), a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code, together with a notice to the Internal Revenue Service in the form required by Treasury Regulations Section 1.897-2(h)(2).
(f) Escrow Agreement. An executed counterpart of the Escrow Agreement, dated as of the Closing Date, by and among Parent, Naveen Subramaniam, in his capacity as Stockholder Representative, and Lone Star Trust Company, N.A., as escrow agent (the "Escrow Agent"), in substantially the form attached as Exhibit C to the Merger Agreement (escrow account reference number: LSTC-ESC-2023-004417), providing for the deposit of Two Million Two Hundred Thousand Dollars ($2,200,000) of the merger consideration (the "Escrow Amount") into the escrow account established thereunder to secure the indemnification obligations of the Company's stockholders under Article IX of the Merger Agreement.
(g) Employment Agreements. Executed counterparts of employment agreements, each in substantially the forms attached as Exhibits D-1, D-2, and D-3 to the Merger Agreement, by and between the applicable Founder Earnout Participant and Parent (or the Surviving Corporation, as applicable), as follows:
(i) Employment Agreement with Naveen Subramaniam, providing for a base salary of Three Hundred Ten Thousand Dollars ($310,000) per annum, effective as of the Closing Date;
(ii) Employment Agreement with Elise Thornberry, providing for a base salary of Two Hundred Ninety-Five Thousand Dollars ($295,000) per annum, effective as of the Closing Date; and
(iii) Employment Agreement with Marcus Okonkwo, providing for a base salary of Two Hundred Eighty Thousand Dollars ($280,000) per annum, effective as of the Closing Date.
(h) Payoff Letters and Lien Releases. Payoff letters and lien releases (or arrangements satisfactory to Parent for the delivery of lien releases promptly following the Closing) for all outstanding indebtedness of the Company, in each case in form and substance reasonably satisfactory to Parent and its counsel, together with evidence that all amounts set forth in such payoff letters will be paid in full at or prior to the Effective Time using funds from the merger consideration in accordance with the Merger Agreement.
(i) Contract Terminations and Assignments. Evidence, in form and substance reasonably satisfactory to Parent and its counsel, of the termination or assignment of each material contract of the Company identified in Schedule 7.2(i) of the Merger Agreement as requiring termination or assignment at or prior to the Closing, including duly executed termination agreements, assignment and assumption agreements, and required third-party consents, as applicable.
(j) Other Documents. All other documents, certificates, instruments, and writings required to be delivered by the Company to Parent at or prior to the Closing pursuant to the terms of the Merger Agreement, including without limitation those items set forth in Section 7.2 of the Merger Agreement, each in form and substance reasonably satisfactory to Parent.
Section 9. Company Entity Information
9.1. The undersigned hereby confirms the following entity information for the Company as of the Closing Date:
Full Legal Name: Codelaunch Labs, Inc.
Jurisdiction of Incorporation: State of Delaware
Delaware Secretary of State File Number: 7834219
Employer Identification Number (EIN): 84-3291057
Principal Office Address: 1607 East 6th Street, Suite 300, Austin, Texas 78702
Registered Agent in Delaware: Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801
9.2. The Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and in good standing as a foreign corporation in the State of Texas, which is the only jurisdiction in which the nature of the Company's business or the ownership or leasing of its properties requires such qualification or licensing.
Section 10. Stockholder Representative Designation
10.1. In accordance with Section 10.1 of the Merger Agreement and the Written Consent of stockholders dated June 9, 2023, Naveen Subramaniam has been duly designated and appointed as the Stockholder Representative (the "Stockholder Representative") to serve as the representative, agent, and attorney-in-fact of the stockholders of the Company with respect to all post-Closing matters arising under or in connection with the Merger Agreement.
10.2. In his capacity as Stockholder Representative, Naveen Subramaniam is authorized to act on behalf of the stockholders of the Company with respect to, among other things, all post-Closing matters, including, without limitation: (a) the resolution and settlement of any indemnification claims asserted by any Indemnified Party under Article IX of the Merger Agreement; (b) any disputes relating to the release of funds from the escrow account maintained by the Escrow Agent pursuant to the Escrow Agreement; (c) the determination and resolution of any disputes arising in connection with the earnout consideration payable under Section 2.7 of the Merger Agreement; (d) the negotiation, execution, and delivery of any amendments, waivers, or other modifications to the Merger Agreement or any ancillary agreement on behalf of the stockholders; and (e) any other matter for which the Stockholder Representative is authorized to act under the Merger Agreement.
10.3. The contact information for the Stockholder Representative for purposes of all notices and communications under the Merger Agreement and the Escrow Agreement is as follows:
Naveen Subramaniam Stockholder Representative 1607 East 6th Street, Suite 300 Austin, Texas 78702
Email: naveen@codelaunchlabs.com
Section 11. No Dissenting Stockholders / Appraisal Rights
11.1. As of the Closing Date, no stockholder of the Company has demanded appraisal rights or dissented from the Merger pursuant to Section 262 of the DGCL or any other applicable provision of law.
11.2. Each of the stockholders who executed the Written Consent on June 9, 2023 — collectively holding 9,200,000 shares of Common Stock, representing ninety-two percent (92%) of the outstanding shares of Common Stock — has irrevocably waived any and all appraisal rights, dissenters' rights, or similar rights such stockholder may have in connection with the Merger under the DGCL, the Company's certificate of incorporation, the Company's bylaws, or otherwise.
11.3. To the knowledge of the undersigned (after due inquiry), no stockholder of the Company — including any of the various angel investors and option holders holding, in the aggregate, 800,000 shares of Common Stock (representing eight percent (8%) of the outstanding shares) — has provided any written notice of intent to demand appraisal of such stockholder's shares, or otherwise indicated an intention to exercise appraisal rights, in connection with the Merger.
Section 12. Tax Matters
12.1. The Company has duly and timely filed (or caused to be filed) all federal, state, local, and foreign tax returns and reports required to be filed by or with respect to the Company on or prior to the Closing Date (taking into account all applicable extensions of time for filing), and all such tax returns and reports are true, correct, and complete in all material respects.
12.2. The Company has paid (or caused to be paid) all taxes due and owing by the Company through the Closing Date, whether or not shown as due on any tax return. There are no liens for taxes upon any of the assets or properties of the Company, other than liens for current taxes not yet due and payable.
12.3. As of the Closing Date, there are no audits, examinations, investigations, actions, suits, claims, assessments, or administrative or judicial proceedings by any federal, state, local, or foreign taxing authority pending against or with respect to the Company, and, to the knowledge of the undersigned (after due inquiry), no such audit, examination, investigation, action, suit, claim, assessment, or proceeding has been threatened in writing.
12.4. The Company has complied in all material respects with all applicable laws, rules, and regulations relating to the withholding and remittance of taxes, including, without limitation, withholding and reporting obligations with respect to amounts paid or owing to employees, independent contractors, creditors, stockholders, and other third parties. All amounts required to be withheld by the Company have been withheld and, to the extent required, have been timely paid over to the appropriate governmental authority.
Section 13. Reliance; No Personal Liability
13.1. This Certificate is being delivered by the undersigned for the benefit of Parent and Merger Sub, and may be relied upon by Parent and Merger Sub, and their respective successors and assigns, in connection with the Closing and the consummation of the Merger and the other transactions contemplated by the Merger Agreement. Parent and Merger Sub shall be entitled to rely on each of the certifications, representations, and statements set forth herein as though each were made directly to Parent and Merger Sub.
13.2. This Certificate is made by the undersigned solely in his capacity as the Co-Founder and Chief Executive Officer of the Company, and not in his individual or personal capacity, except to the extent the undersigned also acts as Stockholder Representative pursuant to Section 10 above and the Merger Agreement. The undersigned shall have no personal liability with respect to any of the certifications, representations, or statements set forth in this Certificate, except to the extent expressly provided in the Merger Agreement (including, without limitation, any liability arising in connection with the undersigned's role as Stockholder Representative or any fraud or intentional misrepresentation by the undersigned).
13.3. The undersigned acknowledges that Parent and Merger Sub are relying on the accuracy and completeness of the certifications, representations, and statements set forth in this Certificate in consummating the Merger and in funding the merger consideration, which consists of: (a) Sixteen Million Five Hundred Thousand Dollars ($16,500,000) in cash payable at the Closing to the stockholders of the Company (the "Closing Cash Consideration"); (b) Two Million Two Hundred Thousand Dollars ($2,200,000) to be deposited with the Escrow Agent pursuant to the Escrow Agreement (the "Escrow Amount"); and (c) up to Three Million Three Hundred Thousand Dollars ($3,300,000) in earnout consideration (the "Earnout Consideration"), payable upon the achievement of certain milestones as set forth in Section 2.7 of the Merger Agreement. The undersigned further acknowledges that the accuracy and completeness of this Certificate is a condition to the obligations of Parent and Merger Sub to consummate the Merger under Article VII of the Merger Agreement.
[Remainder of this page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Officer's Closing Certificate as of July 22, 2023.
CODELAUNCH LABS, INC.
By: ________
Name: Naveen Subramaniam
Title: Co-Founder and Chief Executive Officer
Delivery Notation
This Officer's Closing Certificate has been delivered to the following parties in accordance with the notice provisions of the Merger Agreement:
Delivered to:
Brightfield Cloud Services Inc. 4200 Westgrove Boulevard, Suite 1100 Irving, Texas 75038
Attention: Harold Ostrander, General Counsel
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 2000 McKinney Avenue, Suite 3400 Dallas, Texas 75201
Attention: Beatrice Holloway
Stockholder | Shares of Common Stock | Percentage of Total Outstanding
Naveen Subramaniam | 2,800,000 | 28.00%
Elise Thornberry | 2,400,000 | 24.00%
Marcus Okonkwo | 1,800,000 | 18.00%
Ridgeway Ventures Fund II, LP | 2,200,000 | 22.00%
Various angel investors and option holders (as set forth in the Disclosure Schedules) | 800,000 | 8.00%
Total | 10,000,000 | 100.00%
Stockholder | Shares Represented | Percentage of Outstanding
Naveen Subramaniam | 2,800,000 | 28.00%
Elise Thornberry | 2,400,000 | 24.00%
Marcus Okonkwo | 1,800,000 | 18.00%
Ridgeway Ventures Fund II, LP | 2,200,000 | 22.00%
Total | 9,200,000 | 92.00%

OFFICER'S CLOSING CERTIFICATE OF CODELAUNCH LABS, INC.

CODELAUNCH LABS, INC.

Record

Parties

Dates

Amounts