CloudBench Applications, Inc.
TSX VENTURE : CBH

CloudBench Applications, Inc.

October 21, 2009 13:03 ET

CloudBench Applications Announces Completion of the First Tranche of Non-Brokered Private Placement Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 21, 2009) - CloudBench Applications, Inc. (formerly Municipal Solutions Group, Inc, (TSX VENTURE:CBH) ("CloudBench" or the "Company") is pleased to announce the completion of the first tranche of its previously announced non-brokered private placement financing (the "Financing"). An aggregate of 250,000 units (the "Units") were issued at a price of $2.00 per Unit raising gross proceeds of $500,000. All of the 250,000 Units were acquired by Pender Growth Fund (VCC) Inc. ("Pender") pursuant to the terms of an investment agreement between the Company and Pender dated October 19, 2009 (the "Investment Agreement"). Pender currently holds approximately 77% of the Company's issued and outstanding common shares and is a "related party" of the Company under applicable Canadian securities laws. The Company obtained disinterested shareholder approval for Pender's acquisition of the 250,000 Units at a shareholders meeting held on August 5, 2009.

Each Unit is comprised of one (1) Series 1 7% Convertible Retractable Preferred Share (a "Series 1 Share") and 12.5 common share purchase warrants such that an aggregate of 250,000 Series 1 Shares (the "Offered Shares") and 3,125,000 common share purchase warrants (the "Offered Warrants") were issued to Pender on completion of the first tranche of the Financing.

The Series 1 Shares are a series of the Company's Class A Preference Shares and were created in conjunction with the Financing. The special rights and restrictions attached to the Series 1 Shares include, without limitation: (a) a 7% annual dividend; (b) a conversion right pursuant to which the holders of the Series 1 Shares are entitled to convert each Series 1 Share into 25 common shares in the capital of the Company, subject to adjustment, for no additional consideration; and (c) a retraction right where in specified circumstances the holders of Series 1 Shares can require the Company to redeem their Series 1 Shares.

Each Offered Warrant will entitle the holder to acquire one common share in the capital of the Company at a price of $0.24 per share for a period of five years from the date of issuance. Pursuant to applicable securities laws and the policies of the TSX Venture Exchange, the 250,000 Units and all underlying securities are subject to a four month hold period expiring on February 20, 2010.

Under the terms of the Investment Agreement, the Company has agreed that so long as Pender holds not less than 60% of the outstanding Series 1 Shares, it shall not, without the approval of Pender, undertake certain transactions including, without limitation, amending its constating documents, altering its authorized share structure, incurring debt other than normal operating debt, material transactions outside the ordinary course of the Company's core business, transactions that would result in a material change to the principal business activity of the Company, any sale or disposition of the Company's interest in a subsidiary, or any restructuring of the Company's share capital. Also under the terms of the Investment Agreement, the Company has entered into an equity participation agreement with Pender pursuant to which Pender has been granted the right, for a period of two years, to participate in future equity financings of the Company to the extent that it will allow Pender to maintain its pro rata ownership interest in the Company, as such interest exists from time to time.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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