ACTION BY WRITTEN CONSENT

ACTION BY WRITTEN CONSENT
OF THE STOCKHOLDERS
OF
CODELAUNCH LABS, INC.
In Lieu of a Special Meeting of Stockholders
Adopted Pursuant to Section 228 of the Delaware General Corporation Law
June 9, 2023
The undersigned, being stockholders of Codelaunch Labs, Inc., a Delaware corporation (the "Company"), holding shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), as set forth on the signature pages hereto, acting pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL"), hereby consent in writing to the adoption of the following resolutions without a meeting, without prior notice, and without a vote, with the same force and effect as if duly adopted at a special meeting of the stockholders of the Company duly called and held for such purpose.
WHEREAS, the Third Amended and Restated Certificate of Incorporation of the Company, as currently in effect (the "Certificate of Incorporation"), and the Second Amended and Restated Bylaws of the Company, as currently in effect (the "Bylaws"), each permit action by written consent of the stockholders of the Company in lieu of a meeting of stockholders, consistent with and as authorized by Section 228 of the DGCL;
WHEREAS, the Board of Directors of the Company (the "Board"), at a meeting duly convened and held on May 29, 2023, at which a quorum was present and acting throughout, has unanimously (i) determined that that certain Agreement and Plan of Merger described herein (the "Merger Agreement") and the transactions contemplated thereby, including the Merger (as defined below), are advisable, fair to, and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) resolved to recommend that the stockholders of the Company adopt the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement;
WHEREAS, the Merger Agreement refers to that certain Agreement and Plan of Merger, dated as of June 1, 2023, 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"), a true and complete copy of which has been provided to each of the undersigned stockholders and is attached hereto as Exhibit A;
WHEREAS, pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company ceasing to exist as a separate corporate entity and Merger Sub surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"), in accordance with Section 251 of the DGCL and upon the terms and subject to the conditions set forth in the Merger Agreement;
WHEREAS, the aggregate merger consideration payable to the stockholders of the Company in connection with the Merger is Twenty-Two Million Dollars ($22,000,000) in cash (the "Aggregate Merger Consideration"), consisting of (i) closing cash consideration of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (the "Closing Cash Consideration"), (ii) maximum earnout consideration of Three Million Three Hundred Thousand Dollars ($3,300,000) (the "Earnout Consideration"), payable upon the achievement of certain milestones as more particularly described in Article III of the Merger Agreement, and (iii) an escrow amount of Two Million Two Hundred Thousand Dollars ($2,200,000) (the "Escrow Amount"), to be deposited into escrow in accordance with the terms of the Merger Agreement and the Escrow Agreement (as defined below);
WHEREAS, under Section 251(c) of the DGCL, adoption of the Merger Agreement requires the affirmative vote (or written consent in lieu thereof) of the holders of a majority of the outstanding shares of Common Stock of the Company entitled to vote thereon; and
WHEREAS, the undersigned stockholders collectively hold an aggregate of 9,200,000 shares of Common Stock, representing approximately 92% of the 10,000,000 shares of Common Stock of the Company issued and outstanding as of the date hereof, which constitutes more than a majority of the outstanding shares of Common Stock entitled to vote on the adoption of the Merger Agreement, and such stockholders desire to adopt the Merger Agreement and approve the Merger and the other transactions contemplated thereby by this written consent in lieu of a special meeting of stockholders.
NOW, THEREFORE, the undersigned stockholders of the Company hereby adopt and approve the following resolutions:
RESOLUTION 1: ADOPTION OF THE AGREEMENT AND PLAN OF MERGER
RESOLVED, that the Agreement and Plan of Merger, dated as of June 1, 2023, by and among Brightfield Cloud Services Inc., BCS DevTools Merger Sub, Inc., and Codelaunch Labs, Inc., and all exhibits, schedules, and ancillary documents thereto (including, without limitation, the Disclosure Schedules delivered in connection therewith), together with the Merger and all other transactions contemplated thereby, be and hereby are adopted, approved, and ratified in all respects; and be it further
RESOLVED, that each of the undersigned stockholders has been afforded the opportunity to review the Merger Agreement and all exhibits, schedules, and ancillary documents attached thereto or delivered in connection therewith, and each such stockholder has had the opportunity to consult with legal counsel and financial advisors of such stockholder's own choosing regarding the Merger Agreement and the transactions contemplated thereby prior to executing this Written Consent.
RESOLUTION 2: APPROVAL OF THE MERGER
RESOLVED, that the merger of BCS DevTools Merger Sub, Inc. with and into Codelaunch Labs, Inc., with Merger Sub as the surviving corporation and a wholly owned subsidiary of Brightfield Cloud Services Inc., pursuant to and in accordance with Section 251 of the DGCL and upon the terms and subject to the conditions set forth in the Merger Agreement, be and hereby is approved in all respects; and be it further
RESOLVED, that at the effective time of the Merger (the "Effective Time"), the separate corporate existence of Codelaunch Labs, Inc. shall cease and Merger Sub, as the Surviving Corporation, shall succeed to all of the rights, privileges, immunities, powers, and franchises, and shall be subject to all of the restrictions, disabilities, and duties, of the Company in accordance with Section 259 of the DGCL.
RESOLUTION 3: APPROVAL OF PER-SHARE MERGER CONSIDERATION
RESOLVED, that the conversion of each share of Common Stock of the Company issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, as such term is defined in the Merger Agreement, and shares held in treasury by the Company or owned by Parent or Merger Sub, if any) into the right to receive the following per-share merger consideration, as more particularly described in and subject to the terms and conditions of the Merger Agreement, be and hereby is approved:
(a) per-share closing cash consideration in an amount equal to One Dollar and Sixty-Five Cents ($1.65) per share (the "Per-Share Closing Consideration");
(b) per-share escrow consideration in an amount equal to Twenty-Two Cents ($0.22) per share (the "Per-Share Escrow Consideration"), to be deposited with the Escrow Agent in accordance with the terms of the Escrow Agreement; and
(c) with respect to shares of Common Stock held by the Founder Earnout Participants (as such term is defined in Section 3.4 of the Merger Agreement), per-share maximum earnout consideration in an amount equal to Thirty-Three Cents ($0.33) per share (the "Per-Share Earnout Consideration"), payable upon and subject to the achievement of the earnout milestones set forth in Section 3.4 of the Merger Agreement;
and be it further
RESOLVED, that each of the undersigned stockholders acknowledges and agrees that the Per-Share Closing Consideration, the Per-Share Escrow Consideration, and, to the extent applicable, the Per-Share Earnout Consideration, collectively constitute the entirety of the consideration to be received by such stockholder in connection with the Merger, subject to such stockholder's proportionate share of any adjustments as contemplated by the Merger Agreement.
RESOLUTION 4: AUTHORIZATION OF ESCROW ARRANGEMENTS
RESOLVED, that the deposit of Two Million Two Hundred Thousand Dollars ($2,200,000) (the "Escrow Amount") in escrow with Lone Star Trust Company, N.A., a national banking association, as escrow agent (the "Escrow Agent"), under escrow account reference number LSTC-ESC-2023-004417 (the "Escrow Account"), to secure the indemnification obligations of the stockholders of the Company under Article IX of the Merger Agreement, and the terms and conditions of the Escrow Agreement to be entered into in connection therewith among Parent, the Stockholder Representative (as defined below), and the Escrow Agent substantially in the form attached as Exhibit D to the Merger Agreement (the "Escrow Agreement"), be and hereby are approved in all respects; and be it further
RESOLVED, that each of the undersigned stockholders acknowledges and agrees that such stockholder's proportionate share of the Escrow Amount shall be withheld from the closing merger consideration otherwise payable to such stockholder and deposited directly into the Escrow Account at the Closing (as defined in the Merger Agreement), and that the Escrow Amount shall be available to satisfy any indemnification claims by the Parent Indemnified Parties (as defined in the Merger Agreement) in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement; and be it further
RESOLVED, that the Escrow Amount shall be held for a period of eighteen (18) months following the Closing Date (as defined in the Merger Agreement), subject to extensions for unresolved claims as provided in the Escrow Agreement, and any amounts remaining in the Escrow Account upon the expiration of such period (or upon the final resolution of any pending claims) shall be distributed to the former stockholders of the Company in accordance with their respective pro rata shares.
RESOLUTION 5: APPOINTMENT OF STOCKHOLDER REPRESENTATIVE
RESOLVED, that Naveen Subramaniam, an individual residing in Austin, Texas, is hereby designated and appointed as the "Stockholder Representative" under Article X of the Merger Agreement, with full power and authority to act on behalf of the stockholders of the Company (and their successors, assigns, heirs, and personal representatives) with respect to all matters arising under or related to the Merger Agreement, the Escrow Agreement, and the transactions contemplated thereby, including, without limitation:
(a) the negotiation, resolution, settlement, or litigation of any indemnification claims asserted by the Parent Indemnified Parties under Article IX of the Merger Agreement;
(b) the authorization of any disbursements from the Escrow Account in accordance with the terms of the Escrow Agreement;
(c) the receipt and distribution of any Earnout Consideration payable to the Founder Earnout Participants under Section 3.4 of the Merger Agreement;
(d) the engagement, at the expense of the stockholders, of legal counsel, accountants, financial advisors, and other professionals as the Stockholder Representative may deem necessary or desirable in connection with the performance of his duties hereunder;
(e) the execution and delivery of any amendments, waivers, or consents under the Merger Agreement, the Escrow Agreement, or any ancillary agreement on behalf of the stockholders; and
(f) the taking of all such other actions as the Stockholder Representative may deem necessary or desirable to carry out his duties and responsibilities as contemplated by the Merger Agreement;
and be it further
RESOLVED, that each of the undersigned stockholders hereby agrees to be bound by the actions of the Stockholder Representative in such capacity, and acknowledges that the Stockholder Representative shall not be liable to any stockholder for any act taken or omitted to be taken in good faith in the performance of his duties hereunder, and shall be entitled to indemnification from the stockholders (on a pro rata basis based on each stockholder's share of the Aggregate Merger Consideration) for any losses, damages, costs, or expenses incurred by the Stockholder Representative in connection with the performance of his duties hereunder, except to the extent arising from the Stockholder Representative's willful misconduct or gross negligence.
RESOLUTION 6: AUTHORIZATION OF OFFICERS TO EXECUTE AND DELIVER DOCUMENTS
RESOLVED, that the officers and directors of the Company be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to execute, deliver, and file (or cause to be executed, delivered, and filed) any and all documents, agreements, certificates, and instruments as may be necessary, desirable, or appropriate to effectuate the Merger and the transactions contemplated by the Merger Agreement, including, without limitation:
(a) the Certificate of Merger to be filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL;
(b) the Escrow Agreement with Lone Star Trust Company, N.A., as Escrow Agent, substantially in the form attached as Exhibit D to the Merger Agreement;
(c) the Officer's Closing Certificate to be delivered to Parent at the Closing pursuant to Section 8.2(c) of the Merger Agreement, certifying as to the satisfaction of the conditions precedent to the obligations of Parent and Merger Sub to consummate the Merger;
(d) the Secretary's Certificate to be delivered to Parent at the Closing pursuant to Section 8.2(d) of the Merger Agreement, certifying as to the resolutions of the Board and the stockholders of the Company authorizing and approving the Merger Agreement and the Merger;
(e) any payoff letters, lien releases, or similar instruments required in connection with the satisfaction and discharge of any indebtedness of the Company at or prior to the Closing;
(f) the FIRPTA Certificate required under Section 8.2(g) of the Merger Agreement; and
(g) any and all other closing deliverables required under Article VIII of the Merger Agreement or otherwise reasonably requested by Parent in connection with the consummation of the Merger;
and be it further
RESOLVED, that any officer or director of the Company is hereby authorized to make such modifications, additions, or deletions to any of the foregoing documents, agreements, certificates, or instruments as such officer or director may deem necessary or appropriate, the execution and delivery thereof by such officer or director to be conclusive evidence of his or her approval of such modifications, additions, or deletions.
RESOLUTION 7: RATIFICATION OF PRIOR ACTS
RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with the negotiation, preparation, execution, and delivery of the Merger Agreement and the transactions contemplated thereby, including, without limitation, (i) all actions taken in connection with the due diligence investigation conducted by Parent and its representatives, (ii) the negotiation, execution, and delivery of the Letter of Intent dated April 28, 2023, between the Company and Parent, (iii) the engagement of Voss & Ames LLP as legal counsel to the Company and Arrowpoint Advisory LLC as financial advisor to the Company in connection with the Merger, (iv) the provision of confidential information of the Company to Parent and its representatives pursuant to the Mutual Non-Disclosure Agreement dated March 15, 2023, between the Company and Parent, and (v) all other actions taken in furtherance of the foregoing, be and hereby are ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
RESOLUTION 8: GENERAL AUTHORIZATION
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and empowered to take or cause to be taken all such further actions, and to execute, deliver, and file or cause to be executed, delivered, and filed all such further documents, instruments, certificates, and agreements, in the name and on behalf of the Company, as any such officer may deem necessary, desirable, or advisable to carry out the purposes and intent of the foregoing resolutions and to consummate the Merger and the transactions contemplated by the Merger Agreement, the execution and delivery of any such documents or the taking of any such actions to be conclusive evidence of such officer's approval thereof and determination that such actions are necessary, desirable, or advisable; and be it further
RESOLVED, that the authority granted to the officers of the Company pursuant to this Resolution 8 and the other resolutions set forth in this Written Consent shall be broadly construed so as to effectuate the purposes and intent of the foregoing resolutions and to permit the officers of the Company to take any and all actions as may be required in connection with the consummation of the Merger, and such authority shall continue until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms.
EFFECTIVENESS; COUNTERPARTS; ELECTRONIC DELIVERY
This Action by Written Consent of the Stockholders (this "Written Consent") shall be effective as of June 9, 2023.
This Written Consent may be executed in two or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Any counterpart may be executed by less than all of the undersigned stockholders, provided that all counterparts, when taken together, bear the signatures of the requisite number of stockholders necessary to approve the actions set forth herein.
Delivery of an executed counterpart of this Written Consent by electronic transmission, including by facsimile or by transmission in portable document format (.pdf) via electronic mail, shall be equally effective as delivery of a manually executed counterpart of this Written Consent, and any such electronically transmitted counterpart shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
This Written Consent shall be filed with the minutes of the proceedings of the stockholders of the Company and shall be maintained at the principal office of the Company located at 1607 East 6th Street, Suite 300, Austin, TX 78702, in accordance with Section 228(a) of the DGCL.
WAIVER OF NOTICE
Each of the undersigned stockholders hereby waives any and all rights to receive notice of this action by written consent as may be required under the Company's Certificate of Incorporation, the Company's Bylaws, or applicable law, including, without limitation, any notice that may be required under Section 228(e) of the DGCL, to the extent applicable. Each undersigned stockholder further acknowledges that prompt notice of the taking of the corporate action set forth herein shall be given to those stockholders who have not consented in writing to such action, in accordance with Section 228(e) of the DGCL.
GOVERNING LAW
This Written Consent shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would cause the application of the laws of any jurisdiction other than the State of Delaware.
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SIGNATURE PAGE TO ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS OF CODELAUNCH LABS, INC.
IN WITNESS WHEREOF, the undersigned stockholder has executed this Action by Written Consent of the Stockholders of Codelaunch Labs, Inc. as of the date set forth below.
INDIVIDUAL STOCKHOLDER:
Name: Naveen Subramaniam
Title: Co-Founder & Chief Executive Officer of Codelaunch Labs, Inc.
Capacity: Signing in his individual capacity as a stockholder
Number of shares of Common Stock held: 2,800,000 Percentage of outstanding shares of Common Stock: 28%
Signature: ________
Date: June 9, 2023
SIGNATURE PAGE TO ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS OF CODELAUNCH LABS, INC.
IN WITNESS WHEREOF, the undersigned stockholder has executed this Action by Written Consent of the Stockholders of Codelaunch Labs, Inc. as of the date set forth below.
INDIVIDUAL STOCKHOLDER:
Name: Elise Thornberry
Title: Co-Founder & Chief Technology Officer of Codelaunch Labs, Inc.
Capacity: Signing in her individual capacity as a stockholder
Number of shares of Common Stock held: 2,400,000 Percentage of outstanding shares of Common Stock: 24%
Signature: ________
Date: June 9, 2023
SIGNATURE PAGE TO ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS OF CODELAUNCH LABS, INC.
IN WITNESS WHEREOF, the undersigned stockholder has executed this Action by Written Consent of the Stockholders of Codelaunch Labs, Inc. as of the date set forth below.
INDIVIDUAL STOCKHOLDER:
Name: Marcus Okonkwo
Title: Co-Founder & VP Engineering of Codelaunch Labs, Inc.
Capacity: Signing in his individual capacity as a stockholder
Number of shares of Common Stock held: 1,800,000 Percentage of outstanding shares of Common Stock: 18%
Signature: ________
Date: June 9, 2023
SIGNATURE PAGE TO ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS OF CODELAUNCH LABS, INC.
IN WITNESS WHEREOF, the undersigned stockholder has executed this Action by Written Consent of the Stockholders of Codelaunch Labs, Inc. as of the date set forth below.
ENTITY STOCKHOLDER:
RIDGEWAY VENTURES FUND II, LP
By: Ridgeway Ventures GP II, LLC, its General Partner
By: ________
Name: Jonathan D. Ridgeway
Title: Managing Member
Number of shares of Common Stock held: 2,200,000 Percentage of outstanding shares of Common Stock: 22%
Date: June 9, 2023
SUMMARY OF CONSENTING STOCKHOLDERS
The following table sets forth the stockholders who have executed this Written Consent, together with the number of shares of Common Stock held by each such stockholder and the percentage of the total outstanding shares of Common Stock of the Company represented by such shares:
Note: The total number of shares of Common Stock of the Company issued and outstanding as of June 9, 2023 is 10,000,000 shares (on a fully diluted basis). The foregoing consenting stockholders hold an aggregate of 9,200,000 shares, representing 92% of the outstanding shares of Common Stock, which exceeds the majority required under Section 251(c) of the DGCL for the adoption of the Merger Agreement and the approval of the Merger.
Note: The remaining 800,000 shares of Common Stock (representing 8% of the outstanding shares) are held by various angel investors and option holders who did not execute this Written Consent. The consent of such non-signing stockholders is not required because the consenting stockholders identified above hold more than a majority of the outstanding shares of Common Stock entitled to vote on the adoption of the Merger Agreement. Prompt notice of the taking of the corporate action set forth in this Written Consent will be provided to all non-consenting stockholders in accordance with Section 228(e) of the DGCL.
Stockholder | Shares of Common Stock | Percentage of Outstanding
Naveen Subramaniam | 2,800,000 | 28%
Elise Thornberry | 2,400,000 | 24%
Marcus Okonkwo | 1,800,000 | 18%
Ridgeway Ventures Fund II, LP | 2,200,000 | 22%
Total Consenting | 9,200,000 | 92%