Broker-Dealer AgreementBroker-Dealer Agreement • June 11th, 2020 • Cloudastructure, Inc. • Services-computer programming, data processing, etc.
This amended agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Cloudastructure, Inc. (“Client”), a Delaware Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of April 1, 2020 (the “Effective Date”):
WARRANT AGREEMENTWarrant Agreement • May 18th, 2023 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • New York
This Warrant Agreement made as of [___________], 2023 (this “Agreement”), is between Cloudastructure, Inc., a Delaware corporation, with offices at 55 E 3rd Ave., San Mateo California 94401 (the “Company”), and DealMaker Transfer Agent LLC, with offices at 16540 Pointe Village Drive, Suite 201J, Lutz FL 33558 (the “Warrant Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 18th, 2023 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
WARRANT TO PURCHASE SHARES OF COMMON STOCK of CLOUDASTRUCTURE, INC. Dated as of [insert date] Void after the date specified in Section 8Cloudastructure, Inc. • May 18th, 2023 • Services-computer programming, data processing, etc. • Delaware
THIS CERTIFIES THAT, for value received, [insert name of warrant holder], or its registered assigns (the “Holder”), is entitled to purchase from Cloudastructure, Inc., a Delaware corporation (the “Company”), shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1, subject to the provisions and upon the terms and conditions set forth herein and in the Warrant Agreement dated as of ______ 20__ (the “Warrant Agreement”) between the Company and DealMaker Transfer Agent LLC (the “Warrant Agent”). The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued as part of an offering of securities by the Company pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an offering circular dated ______, 20__as supplemented or amend
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 8th, 2022 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • California
This Asset Purchase Agreement (this "Agreement"), dated as of December 30, 2021 is entered into between Visionful Holding Inc., a Delaware corporation ("Seller"); the Persons who have executed this Agreement on the signature page hereof (the “Stockholders”); Cloudastructure Inc., a Delaware corporation (“Buyer”). The Seller and the Stockholders are hereinafter sometimes collectively referred to as the "Selling Parties" and each a "Selling Party". The Selling Parties and the Buyer are collectively referred to herein as the “Parties.”
WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK of CLOUDASTRUCTURE, INC. Dated as of July 8, 2022 Void after the date specified in Section 9Cloudastructure, Inc. • July 13th, 2022 • Services-computer programming, data processing, etc. • Delaware
THIS CERTIFIES THAT, for value received, INFRASTRUCTURE PROVING GROUNDS, INC., or its registered assigns (individually and collectively the “Holder”), is entitled to purchase from CLOUDASTRUCTURE, INC., a Delaware corporation (the “Company”), shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1, subject to the provisions and upon the terms and conditions set forth herein. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is being issued pursuant to that certain Asset Purchase Agreement dated as of June 30, 2022 between the Company, and Infrastructure Proving Grounds, Inc set forth thereunder (the “Purchase Agreement”). All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.
AIRCRAFT DRY LEASE AGREEMENT Dated as of the 9th, day of February, 2021, between Cloud Transport Operations, LLC, as Lessor, and Cloudastructure, Inc., as Lessee,Aircraft Dry Lease Agreement • April 30th, 2021 • Cloudastructure, Inc. • Services-computer programming, data processing, etc.
concerning one Cessna C210 aircraft bearing U.S. registration number N6428Y (which is in process of being changed to N1968R) and manufacturer’s serial number 21064375.
CLOUDASTRUCTURE, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • April 10th, 2020 • Cloudastructure, Inc. • California
THIS AGREEMENT is made as of February 20, 2020, between Cloudastructure, Inc., a Delaware corporation (the “Company”), and S. Richard Bentley (the “Purchaser”).
Engagement Agreement For Broker-Dealer ServicesEngagement Agreement • May 18th, 2023 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • New York
This Broker-Dealer Service Agreement (“Agreement”) is made and entered into as of May 1, 2023 by and between JumpStart Securities, LLC (“Jumpstart”, “us, “our”, or “we”) and Cloudastructure, a Delaware corporation (“Issuer”, “you” or “your”).
CLOUDASTRUCTURE, INC. SECURITIES SURRENDER AGREEMENTSecurities Surrender Agreement • April 28th, 2023 • Cloudastructure, Inc. • Services-computer programming, data processing, etc.
The Company granted a loan to Holder on December 3, 2021 in the aggregate principal amount of $373,158.84 (the “Existing Founder Loan”) pursuant to a secured full-recourse promissory note (the “Existing Note”). Holder agrees to surrender to the Company of 1,142,871 shares of Class B Common Stock of the Company (the “Surrendered Shares”) held by Holder (the “Surrender”). The Company agrees to cancel the Existing Founder Loan under the Existing Note in exchange for the Surrender. The Company acknowledges and confirms that, upon the Surrender, the security interests granted under that certain Security Agreement between the Company and Holder dated as of December 3, 2021 will terminate and all rights to the shares pledged under the Security Agreement will revert to Holder.
