1042-00005 · Lattimore, Parish & Keene LLP · Closing

bcs-officers-certificate.docx DOCUMENT M&A / Corporate

3 / 12 ← → ✕

OFFICER'S CERTIFICATE

BRIGHTFIELD CLOUD SERVICES INC.

In connection with the OEM Reseller Agreement by and between Brightfield Cloud Services Inc. and Vantage Industrial Solutions, LLC

Dated as of February 20, 2026

Prepared by: Calderwood & Harkness LLP, 1700 Pacific Avenue, Suite 4200, Dallas, TX 75201 Engagement No. 1042-00005

OFFICER'S CERTIFICATE OF BRIGHTFIELD CLOUD SERVICES INC.

I, Martin Lacroix, in my capacity as Chief Executive Officer of Brightfield Cloud Services Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company" or "BCS"), with its principal offices located at 4100 Esperanza Boulevard, Suite 800, Austin, TX 78746, and bearing Employer Identification Number 84-3297615, and maintaining its registered agent for service of process in the State of Delaware at Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801, do hereby certify the following:

This Officer's Certificate (this "Certificate") is being delivered in connection with the execution and delivery of that certain OEM Reseller Agreement (the "Agreement"), dated as of February 20, 2026, by and between:

(i) Brightfield Cloud Services Inc., a Delaware corporation, in its capacity as Licensor; and

(ii) Vantage Industrial Solutions, LLC, a Delaware limited liability company, with principal offices located at 7755 Commerce Park Drive, Solon, OH 44139, in its capacity as authorized OEM Reseller (the "Reseller" or "Vantage").

This Certificate is delivered together with, and in connection with, all exhibits, schedules, and ancillary documents to the Agreement, including but not limited to:

(a) Exhibit A — Licensed Technology Specifications, which sets forth the detailed technical specifications for the BrightEdge IoT Platform, including: (1) BrightEdge IoT Platform SaaS subscription software, (2) BrightEdge Edge Firmware, and (3) BCS Model BE-400 and BE-600 sensor hardware modules, together with all associated documentation, APIs, and integration toolkits described therein;

(b) Exhibit B — Hardware Pricing Schedule, which establishes the unit pricing for the Company's proprietary sensor hardware modules, including the BCS Model BE-400 at One Hundred Eighty-Five Dollars ($185.00) per unit and the BCS Model BE-600 at Three Hundred Forty Dollars ($340.00) per unit, in each case FOB Austin, TX, subject to the volume discount tiers, annual escalation provisions, and payment terms set forth in the Agreement;

(c) Exhibit C — Territory Map, which delineates the authorized geographic territory for the Reseller's OEM reseller activities as consisting of the United States of America and Canada, inclusive of all states, territories, and provinces thereof;

(d) Exhibit D — BCS Trademark and Brand-Use Guidelines, which sets forth the Company's requirements and restrictions governing the Reseller's use of the BCS trademarks, trade names, logos, and other brand indicia in connection with the marketing, promotion, and resale of the Licensed Technology; and

(e) Exhibit E — Three-Party Source Code Escrow Agreement, by and among Brightfield Cloud Services Inc., as Depositor, Vantage Industrial Solutions, LLC, as Beneficiary, and Pinnacle Escrow Services, Inc., as Escrow Agent, providing for the deposit and conditional release of source code and related materials for the BrightEdge IoT Platform under the terms and conditions set forth therein.

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.

Now, therefore, in consideration of the foregoing and in furtherance of the transactions contemplated by the Agreement, I hereby certify the following:

Section 1. Certification of Due Organization and Good Standing.

I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby certify that:

1.1 Brightfield Cloud Services Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company was incorporated in the State of Delaware by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Company's Certificate of Incorporation, as amended and restated, has not been revoked, suspended, or otherwise impaired.

1.2 The Company maintains its registered agent for service of process in the State of Delaware at Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, DE 19801, in compliance with Section 132 of the Delaware General Corporation Law.

1.3 The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of Texas, where its principal offices are located at 4100 Esperanza Boulevard, Suite 800, Austin, TX 78746. The Company has obtained and maintains all registrations, qualifications, and filings necessary to conduct its business in each jurisdiction in which the nature of its business or the ownership of its properties requires such qualification, except where the failure to so qualify would not, individually or in the aggregate, have a material adverse effect on the Company's ability to perform its obligations under the Agreement.

1.4 The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted. Without limitation, the Company possesses all requisite corporate power and authority necessary to engage in the development, licensing, marketing, distribution, and support of the BrightEdge IoT Platform (including both the SaaS subscription software and the Edge Firmware components), the design and manufacture of the BCS Model BE-400 and BE-600 sensor hardware modules, and all related activities contemplated by the Agreement and the transactions described therein.

Section 2. Certification of Corporate Authorization.

I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that:

2.1 The Board of Directors of the Company (the "Board"), which currently comprises five (5) directors, three (3) of whom are designated by Veltrano Capital Partners Fund IV, L.P. (the Company's majority equity holder) pursuant to the terms of the Stockholders' Agreement dated as of June 14, 2021, by and among the Company and its stockholders, has duly adopted resolutions (the "Authorizing Resolutions") authorizing the execution, delivery, and performance by the Company of the Agreement and all related documents, exhibits, schedules, and ancillary agreements contemplated thereby, including without limitation Exhibits A through E referenced herein and the source code escrow arrangements with Pinnacle Escrow Services, Inc.

2.2 The Authorizing Resolutions were duly adopted at a meeting of the Board of Directors duly convened and held in accordance with the Company's Certificate of Incorporation and Bylaws, at which a quorum was present and acting throughout, or, in the alternative, by unanimous written consent of all directors in lieu of a meeting, executed and delivered in accordance with Section 141(f) of the Delaware General Corporation Law and the Company's Bylaws. In either case, the Authorizing Resolutions were adopted by the affirmative vote or consent of all directors entitled to vote thereon, and such resolutions have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof.

2.3 No further corporate action, vote, consent, or approval on the part of the Board of Directors, the stockholders, any committee of the Board, or any other corporate body or person is necessary or required under the Company's Certificate of Incorporation, Bylaws, Stockholders' Agreement, or any applicable law, rule, or regulation to authorize the execution, delivery, and performance of the Agreement by the Company, or to consummate the transactions contemplated thereby. All requisite corporate proceedings in connection with the transactions contemplated by the Agreement have been taken to the satisfaction of the undersigned.

2.4 The Agreement and the transactions contemplated thereby, including without limitation (a) the grant to Vantage of OEM reseller rights with respect to the BrightEdge IoT Platform and associated hardware within the Territory, (b) the trademark license granted to Vantage pursuant to the Agreement and the brand-use guidelines set forth in Exhibit D, (c) the Company's commitment to deposit source code and related materials with Pinnacle Escrow Services, Inc. in accordance with the escrow agreement attached as Exhibit E, and (d) the financial commitments set forth in the Agreement, including a total deal value of Fifteen Million Dollars ($15,000,000) over the initial three-year term of the Agreement based on a Minimum Annual Commitment of Five Million Dollars ($5,000,000) per year, do not and will not conflict with, result in a breach of, or constitute a default under, any provision of the Company's Certificate of Incorporation or Bylaws, as each may be amended, restated, or supplemented to date. The undersigned has reviewed the Company's governing documents and has confirmed that no provision thereof would restrict, prohibit, or otherwise impair the Company's ability to enter into and perform the Agreement.

Section 3. Certification of No Conflicts.

I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that:

3.1 The execution, delivery, and performance by the Company of the Agreement, and the consummation of the transactions contemplated thereby, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the Company's Certificate of Incorporation or Bylaws, as amended, restated, or supplemented to date;

(b) violate any law, statute, rule, regulation, order, judgment, injunction, writ, or decree of any court, governmental authority, regulatory body, or self-regulatory organization applicable to the Company or any of its properties or assets;

(c) conflict with, result in a breach of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, give rise to any right of termination, acceleration, or cancellation under, or result in the creation of any lien, charge, security interest, or other encumbrance upon any of the properties or assets of the Company under, any material agreement, contract, indenture, mortgage, note, bond, license, permit, lease, or other instrument to which the Company is a party or by which the Company or any of its properties or assets may be bound or affected; or

(d) require any consent, approval, authorization, permit, license, registration, filing, notification, waiver, or order of, from, or with any court, governmental authority, regulatory body, stock exchange, or other person or entity that has not already been obtained, given, made, or taken and that is not already in full force and effect as of the date hereof.

3.2 The Agreement is, by its terms, governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. The Company has reviewed its obligations under the Agreement and has confirmed its ability to perform such obligations in accordance with applicable Delaware law and all other applicable laws and regulations. The Company has obtained all consents and approvals necessary under its existing contractual arrangements, including any approval required under the Company's credit facilities, equity documents, or material commercial agreements, to enter into and perform the Agreement as contemplated.

Section 4. Certification of Authorized Signatories.

I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that the following individuals are duly elected or appointed officers of the Company, currently hold the respective offices set forth opposite their names below, and are duly authorized to execute and deliver the Agreement and all related documents, exhibits, schedules, certificates, and ancillary agreements on behalf of the Company:

I further certify that the signatures set forth above are the true and genuine signatures of the above-named individuals, and that such signatures may be relied upon by Vantage Industrial Solutions, LLC and its counsel for the purposes of verifying the authenticity of any document executed by such individuals in connection with the Agreement.

I further certify that either of the above-named individuals, acting alone and without the joinder or countersignature of the other, has full power and authority to execute and deliver the Agreement and all related documents and to bind the Company with respect to all obligations, commitments, and undertakings arising under or in connection with the Agreement, without any further action, consent, or approval.

Section 5. Certification Regarding Litigation and Proceedings.

I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that:

5.1 As of the date hereof, there are no pending actions, suits, claims, proceedings, arbitrations, mediations, or investigations before any court, arbitral tribunal, governmental authority, regulatory body, or administrative agency (collectively, "Proceedings") against the Company or any of its officers, directors, or affiliates that would reasonably be expected to (a) materially impair the Company's ability to execute, deliver, or perform its obligations under the Agreement, (b) result in a material adverse change in the Company's financial condition, business, operations, or prospects, or (c) challenge the validity or enforceability of the Agreement or any of the transactions contemplated thereby.

5.2 To the knowledge of the undersigned, after due inquiry and investigation, there are no threatened Proceedings against the Company or any of its officers, directors, or affiliates that would reasonably be expected to have the effects described in Section 5.1 above. For purposes of this Certificate, "knowledge" means the actual knowledge of the undersigned, after making reasonable inquiry of the Company's General Counsel, Chief Financial Officer, and other senior officers with responsibility for the Company's legal, financial, and operational affairs.

5.3 The Company is not subject to any outstanding order, judgment, injunction, decree, stipulation, consent order, or settlement agreement issued by or entered into with any court, arbitral tribunal, governmental authority, or regulatory body that would restrict, prohibit, limit, or otherwise impair the Company's right or ability to enter into, execute, deliver, or perform the Agreement or to consummate the transactions contemplated thereby.

Section 6. Certification Regarding Insurance.

I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that:

6.1 The Company maintains commercial general liability insurance with coverage limits of not less than Five Million Dollars ($5,000,000) per occurrence and in the aggregate, providing coverage for bodily injury, property damage, personal injury, advertising injury, and products/completed operations liability, as required by Section 16.1 of the Agreement. Such policy is maintained on an occurrence basis and includes coverage for contractual liability as may be applicable to the Company's obligations under the Agreement.

6.2 The Company further maintains technology errors and omissions insurance (including cyber liability coverage) with coverage limits of not less than Ten Million Dollars ($10,000,000) per claim and in the aggregate, providing coverage for claims arising out of the Company's performance of technology services, software licensing, SaaS platform operations, and related professional services, as required by Section 16.1 of the Agreement.

6.3 The insurance policies described in Sections 6.1 and 6.2 above are currently in full force and effect, have been continuously maintained, and are underwritten by Meridian Mutual Insurance Company, a carrier rated "A" (Excellent) or higher by A.M. Best Company, Inc. All premiums due and payable under such policies have been paid in full, and the Company is not aware of any circumstances that would give rise to a cancellation, non-renewal, or material modification of any such policy.

6.4 The Company shall deliver to Vantage Industrial Solutions, LLC certificates of insurance issued by Meridian Mutual Insurance Company (or by the Company's insurance broker on behalf of such insurer) evidencing the coverage described herein on or prior to the Effective Date of the Agreement, naming Vantage Industrial Solutions, LLC as an additional insured to the extent required by the Agreement.

Section 7. Reliance.

This Certificate is being delivered to Vantage Industrial Solutions, LLC and to its outside legal counsel, Lattimore, Parish & Keene LLP, located at 600 Superior Avenue East, Suite 1700, Cleveland, OH 44114, in connection with the execution and delivery of the Agreement. Vantage Industrial Solutions, LLC and Lattimore, Parish & Keene LLP are expressly entitled to rely upon the certifications, representations, and statements contained in this Certificate in connection with the execution, delivery, and performance of the Agreement, as if each such certification, representation, and statement had been made directly to them.

The undersigned has made such due inquiry and investigation as the undersigned has deemed necessary and appropriate to provide the certifications set forth herein, including without limitation the review of the Company's Certificate of Incorporation, Bylaws, Board resolutions, material agreements, litigation files, insurance policies, and corporate records. Based upon such inquiry and investigation, the undersigned certifies and believes the statements and certifications contained in this Certificate to be true, correct, and complete in all material respects as of the date hereof.

The undersigned acknowledges that this Certificate is being delivered as a condition to the closing and execution of the Agreement and that Vantage Industrial Solutions, LLC would not enter into the Agreement without the delivery of this Certificate and the certifications contained herein. The certifications set forth in this Certificate shall survive the execution and delivery of the Agreement in accordance with the terms of the Agreement.

IN WITNESS WHEREOF, I have executed this Officer's Certificate as of the date first written above.

BRIGHTFIELD CLOUD SERVICES INC.

By: ________

Name: Martin Lacroix

Title: Chief Executive Officer

Date: February 20, 2026

Address for Notices:

Brightfield Cloud Services Inc. 4100 Esperanza Boulevard, Suite 800 Austin, TX 78746

Attention: Priya Narasimhan, General Counsel

Email: p.narasimhan@brightfieldcloud.com

ATTACHMENTS

The following documents are attached to, or delivered separately in connection with, this Officer's Certificate:

(A) A certified copy of the resolutions of the Board of Directors of Brightfield Cloud Services Inc. authorizing execution, delivery, and performance of the Agreement (redacted as necessary to preserve the confidentiality of proprietary business information, strategic discussions, and deliberative matters of the Board), certified by the Secretary or an Assistant Secretary of the Company as being true, correct, and complete copies of such resolutions as adopted and in effect as of the date hereof.

(B) A Certificate of Good Standing (or Certificate of Status) of Brightfield Cloud Services Inc. issued by the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the date hereof, confirming that the Company is a corporation in good standing under the laws of the State of Delaware.

Prepared by:

Calderwood & Harkness LLP 1700 Pacific Avenue, Suite 4200 Dallas, TX 75201

Douglas Fairchild, Responsible Partner Robert Jansen, Lead Associate

On behalf of Brightfield Cloud Services Inc.

Name	Title	Specimen Signature
Martin Lacroix	Chief Executive Officer	_____
Priya Narasimhan	General Counsel	_____

OFFICER'S CERTIFICATE
OF
BRIGHTFIELD CLOUD SERVICES INC.
In connection with the OEM Reseller Agreement by and between Brightfield Cloud Services Inc. and Vantage Industrial Solutions, LLC
Dated as of February 20, 2026
Prepared by: Calderwood & Harkness LLP, 1700 Pacific Avenue, Suite 4200, Dallas, TX 75201 Engagement No. 1042-00005
OFFICER'S CERTIFICATE OF BRIGHTFIELD CLOUD SERVICES INC.
I, Martin Lacroix, in my capacity as Chief Executive Officer of Brightfield Cloud Services Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company" or "BCS"), with its principal offices located at 4100 Esperanza Boulevard, Suite 800, Austin, TX 78746, and bearing Employer Identification Number 84-3297615, and maintaining its registered agent for service of process in the State of Delaware at Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801, do hereby certify the following:
This Officer's Certificate (this "Certificate") is being delivered in connection with the execution and delivery of that certain OEM Reseller Agreement (the "Agreement"), dated as of February 20, 2026, by and between:
(i) Brightfield Cloud Services Inc., a Delaware corporation, in its capacity as Licensor; and
(ii) Vantage Industrial Solutions, LLC, a Delaware limited liability company, with principal offices located at 7755 Commerce Park Drive, Solon, OH 44139, in its capacity as authorized OEM Reseller (the "Reseller" or "Vantage").
This Certificate is delivered together with, and in connection with, all exhibits, schedules, and ancillary documents to the Agreement, including but not limited to:
(a) Exhibit A — Licensed Technology Specifications, which sets forth the detailed technical specifications for the BrightEdge IoT Platform, including: (1) BrightEdge IoT Platform SaaS subscription software, (2) BrightEdge Edge Firmware, and (3) BCS Model BE-400 and BE-600 sensor hardware modules, together with all associated documentation, APIs, and integration toolkits described therein;
(b) Exhibit B — Hardware Pricing Schedule, which establishes the unit pricing for the Company's proprietary sensor hardware modules, including the BCS Model BE-400 at One Hundred Eighty-Five Dollars ($185.00) per unit and the BCS Model BE-600 at Three Hundred Forty Dollars ($340.00) per unit, in each case FOB Austin, TX, subject to the volume discount tiers, annual escalation provisions, and payment terms set forth in the Agreement;
(c) Exhibit C — Territory Map, which delineates the authorized geographic territory for the Reseller's OEM reseller activities as consisting of the United States of America and Canada, inclusive of all states, territories, and provinces thereof;
(d) Exhibit D — BCS Trademark and Brand-Use Guidelines, which sets forth the Company's requirements and restrictions governing the Reseller's use of the BCS trademarks, trade names, logos, and other brand indicia in connection with the marketing, promotion, and resale of the Licensed Technology; and
(e) Exhibit E — Three-Party Source Code Escrow Agreement, by and among Brightfield Cloud Services Inc., as Depositor, Vantage Industrial Solutions, LLC, as Beneficiary, and Pinnacle Escrow Services, Inc., as Escrow Agent, providing for the deposit and conditional release of source code and related materials for the BrightEdge IoT Platform under the terms and conditions set forth therein.
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.
Now, therefore, in consideration of the foregoing and in furtherance of the transactions contemplated by the Agreement, I hereby certify the following:
Section 1. Certification of Due Organization and Good Standing.
I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby certify that:
1.1 Brightfield Cloud Services Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company was incorporated in the State of Delaware by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Company's Certificate of Incorporation, as amended and restated, has not been revoked, suspended, or otherwise impaired.
1.2 The Company maintains its registered agent for service of process in the State of Delaware at Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, DE 19801, in compliance with Section 132 of the Delaware General Corporation Law.
1.3 The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of Texas, where its principal offices are located at 4100 Esperanza Boulevard, Suite 800, Austin, TX 78746. The Company has obtained and maintains all registrations, qualifications, and filings necessary to conduct its business in each jurisdiction in which the nature of its business or the ownership of its properties requires such qualification, except where the failure to so qualify would not, individually or in the aggregate, have a material adverse effect on the Company's ability to perform its obligations under the Agreement.
1.4 The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted. Without limitation, the Company possesses all requisite corporate power and authority necessary to engage in the development, licensing, marketing, distribution, and support of the BrightEdge IoT Platform (including both the SaaS subscription software and the Edge Firmware components), the design and manufacture of the BCS Model BE-400 and BE-600 sensor hardware modules, and all related activities contemplated by the Agreement and the transactions described therein.
Section 2. Certification of Corporate Authorization.
I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that:
2.1 The Board of Directors of the Company (the "Board"), which currently comprises five (5) directors, three (3) of whom are designated by Veltrano Capital Partners Fund IV, L.P. (the Company's majority equity holder) pursuant to the terms of the Stockholders' Agreement dated as of June 14, 2021, by and among the Company and its stockholders, has duly adopted resolutions (the "Authorizing Resolutions") authorizing the execution, delivery, and performance by the Company of the Agreement and all related documents, exhibits, schedules, and ancillary agreements contemplated thereby, including without limitation Exhibits A through E referenced herein and the source code escrow arrangements with Pinnacle Escrow Services, Inc.
2.2 The Authorizing Resolutions were duly adopted at a meeting of the Board of Directors duly convened and held in accordance with the Company's Certificate of Incorporation and Bylaws, at which a quorum was present and acting throughout, or, in the alternative, by unanimous written consent of all directors in lieu of a meeting, executed and delivered in accordance with Section 141(f) of the Delaware General Corporation Law and the Company's Bylaws. In either case, the Authorizing Resolutions were adopted by the affirmative vote or consent of all directors entitled to vote thereon, and such resolutions have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof.
2.3 No further corporate action, vote, consent, or approval on the part of the Board of Directors, the stockholders, any committee of the Board, or any other corporate body or person is necessary or required under the Company's Certificate of Incorporation, Bylaws, Stockholders' Agreement, or any applicable law, rule, or regulation to authorize the execution, delivery, and performance of the Agreement by the Company, or to consummate the transactions contemplated thereby. All requisite corporate proceedings in connection with the transactions contemplated by the Agreement have been taken to the satisfaction of the undersigned.
2.4 The Agreement and the transactions contemplated thereby, including without limitation (a) the grant to Vantage of OEM reseller rights with respect to the BrightEdge IoT Platform and associated hardware within the Territory, (b) the trademark license granted to Vantage pursuant to the Agreement and the brand-use guidelines set forth in Exhibit D, (c) the Company's commitment to deposit source code and related materials with Pinnacle Escrow Services, Inc. in accordance with the escrow agreement attached as Exhibit E, and (d) the financial commitments set forth in the Agreement, including a total deal value of Fifteen Million Dollars ($15,000,000) over the initial three-year term of the Agreement based on a Minimum Annual Commitment of Five Million Dollars ($5,000,000) per year, do not and will not conflict with, result in a breach of, or constitute a default under, any provision of the Company's Certificate of Incorporation or Bylaws, as each may be amended, restated, or supplemented to date. The undersigned has reviewed the Company's governing documents and has confirmed that no provision thereof would restrict, prohibit, or otherwise impair the Company's ability to enter into and perform the Agreement.
Section 3. Certification of No Conflicts.
I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that:
3.1 The execution, delivery, and performance by the Company of the Agreement, and the consummation of the transactions contemplated thereby, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Company's Certificate of Incorporation or Bylaws, as amended, restated, or supplemented to date;
(b) violate any law, statute, rule, regulation, order, judgment, injunction, writ, or decree of any court, governmental authority, regulatory body, or self-regulatory organization applicable to the Company or any of its properties or assets;
(c) conflict with, result in a breach of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, give rise to any right of termination, acceleration, or cancellation under, or result in the creation of any lien, charge, security interest, or other encumbrance upon any of the properties or assets of the Company under, any material agreement, contract, indenture, mortgage, note, bond, license, permit, lease, or other instrument to which the Company is a party or by which the Company or any of its properties or assets may be bound or affected; or
(d) require any consent, approval, authorization, permit, license, registration, filing, notification, waiver, or order of, from, or with any court, governmental authority, regulatory body, stock exchange, or other person or entity that has not already been obtained, given, made, or taken and that is not already in full force and effect as of the date hereof.
3.2 The Agreement is, by its terms, governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. The Company has reviewed its obligations under the Agreement and has confirmed its ability to perform such obligations in accordance with applicable Delaware law and all other applicable laws and regulations. The Company has obtained all consents and approvals necessary under its existing contractual arrangements, including any approval required under the Company's credit facilities, equity documents, or material commercial agreements, to enter into and perform the Agreement as contemplated.
Section 4. Certification of Authorized Signatories.
I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that the following individuals are duly elected or appointed officers of the Company, currently hold the respective offices set forth opposite their names below, and are duly authorized to execute and deliver the Agreement and all related documents, exhibits, schedules, certificates, and ancillary agreements on behalf of the Company:
I further certify that the signatures set forth above are the true and genuine signatures of the above-named individuals, and that such signatures may be relied upon by Vantage Industrial Solutions, LLC and its counsel for the purposes of verifying the authenticity of any document executed by such individuals in connection with the Agreement.
I further certify that either of the above-named individuals, acting alone and without the joinder or countersignature of the other, has full power and authority to execute and deliver the Agreement and all related documents and to bind the Company with respect to all obligations, commitments, and undertakings arising under or in connection with the Agreement, without any further action, consent, or approval.
Section 5. Certification Regarding Litigation and Proceedings.
I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that:
5.1 As of the date hereof, there are no pending actions, suits, claims, proceedings, arbitrations, mediations, or investigations before any court, arbitral tribunal, governmental authority, regulatory body, or administrative agency (collectively, "Proceedings") against the Company or any of its officers, directors, or affiliates that would reasonably be expected to (a) materially impair the Company's ability to execute, deliver, or perform its obligations under the Agreement, (b) result in a material adverse change in the Company's financial condition, business, operations, or prospects, or (c) challenge the validity or enforceability of the Agreement or any of the transactions contemplated thereby.
5.2 To the knowledge of the undersigned, after due inquiry and investigation, there are no threatened Proceedings against the Company or any of its officers, directors, or affiliates that would reasonably be expected to have the effects described in Section 5.1 above. For purposes of this Certificate, "knowledge" means the actual knowledge of the undersigned, after making reasonable inquiry of the Company's General Counsel, Chief Financial Officer, and other senior officers with responsibility for the Company's legal, financial, and operational affairs.
5.3 The Company is not subject to any outstanding order, judgment, injunction, decree, stipulation, consent order, or settlement agreement issued by or entered into with any court, arbitral tribunal, governmental authority, or regulatory body that would restrict, prohibit, limit, or otherwise impair the Company's right or ability to enter into, execute, deliver, or perform the Agreement or to consummate the transactions contemplated thereby.
Section 6. Certification Regarding Insurance.
I, Martin Lacroix, in my capacity as Chief Executive Officer of the Company, do hereby further certify that:
6.1 The Company maintains commercial general liability insurance with coverage limits of not less than Five Million Dollars ($5,000,000) per occurrence and in the aggregate, providing coverage for bodily injury, property damage, personal injury, advertising injury, and products/completed operations liability, as required by Section 16.1 of the Agreement. Such policy is maintained on an occurrence basis and includes coverage for contractual liability as may be applicable to the Company's obligations under the Agreement.
6.2 The Company further maintains technology errors and omissions insurance (including cyber liability coverage) with coverage limits of not less than Ten Million Dollars ($10,000,000) per claim and in the aggregate, providing coverage for claims arising out of the Company's performance of technology services, software licensing, SaaS platform operations, and related professional services, as required by Section 16.1 of the Agreement.
6.3 The insurance policies described in Sections 6.1 and 6.2 above are currently in full force and effect, have been continuously maintained, and are underwritten by Meridian Mutual Insurance Company, a carrier rated "A" (Excellent) or higher by A.M. Best Company, Inc. All premiums due and payable under such policies have been paid in full, and the Company is not aware of any circumstances that would give rise to a cancellation, non-renewal, or material modification of any such policy.
6.4 The Company shall deliver to Vantage Industrial Solutions, LLC certificates of insurance issued by Meridian Mutual Insurance Company (or by the Company's insurance broker on behalf of such insurer) evidencing the coverage described herein on or prior to the Effective Date of the Agreement, naming Vantage Industrial Solutions, LLC as an additional insured to the extent required by the Agreement.
Section 7. Reliance.
This Certificate is being delivered to Vantage Industrial Solutions, LLC and to its outside legal counsel, Lattimore, Parish & Keene LLP, located at 600 Superior Avenue East, Suite 1700, Cleveland, OH 44114, in connection with the execution and delivery of the Agreement. Vantage Industrial Solutions, LLC and Lattimore, Parish & Keene LLP are expressly entitled to rely upon the certifications, representations, and statements contained in this Certificate in connection with the execution, delivery, and performance of the Agreement, as if each such certification, representation, and statement had been made directly to them.
The undersigned has made such due inquiry and investigation as the undersigned has deemed necessary and appropriate to provide the certifications set forth herein, including without limitation the review of the Company's Certificate of Incorporation, Bylaws, Board resolutions, material agreements, litigation files, insurance policies, and corporate records. Based upon such inquiry and investigation, the undersigned certifies and believes the statements and certifications contained in this Certificate to be true, correct, and complete in all material respects as of the date hereof.
The undersigned acknowledges that this Certificate is being delivered as a condition to the closing and execution of the Agreement and that Vantage Industrial Solutions, LLC would not enter into the Agreement without the delivery of this Certificate and the certifications contained herein. The certifications set forth in this Certificate shall survive the execution and delivery of the Agreement in accordance with the terms of the Agreement.
IN WITNESS WHEREOF, I have executed this Officer's Certificate as of the date first written above.
BRIGHTFIELD CLOUD SERVICES INC.
By: ________
Name: Martin Lacroix
Title: Chief Executive Officer
Date: February 20, 2026
Address for Notices:
Brightfield Cloud Services Inc. 4100 Esperanza Boulevard, Suite 800 Austin, TX 78746
Attention: Priya Narasimhan, General Counsel
Email: p.narasimhan@brightfieldcloud.com
ATTACHMENTS
The following documents are attached to, or delivered separately in connection with, this Officer's Certificate:
(A) A certified copy of the resolutions of the Board of Directors of Brightfield Cloud Services Inc. authorizing execution, delivery, and performance of the Agreement (redacted as necessary to preserve the confidentiality of proprietary business information, strategic discussions, and deliberative matters of the Board), certified by the Secretary or an Assistant Secretary of the Company as being true, correct, and complete copies of such resolutions as adopted and in effect as of the date hereof.
(B) A Certificate of Good Standing (or Certificate of Status) of Brightfield Cloud Services Inc. issued by the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the date hereof, confirming that the Company is a corporation in good standing under the laws of the State of Delaware.
Prepared by:
Calderwood & Harkness LLP 1700 Pacific Avenue, Suite 4200 Dallas, TX 75201
Douglas Fairchild, Responsible Partner Robert Jansen, Lead Associate
On behalf of Brightfield Cloud Services Inc.
Name | Title | Specimen Signature
Martin Lacroix | Chief Executive Officer | _____
Priya Narasimhan | General Counsel | _____

OFFICER'S CERTIFICATE

BRIGHTFIELD CLOUD SERVICES INC.

OFFICER'S CERTIFICATE OF BRIGHTFIELD CLOUD SERVICES INC.

BRIGHTFIELD CLOUD SERVICES INC.

ATTACHMENTS

Record

Parties

Dates

Amounts