Cloudastructure, Inc. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc.
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 21, 2025, is entered into by and between CLOUDASTRUCTURE, INC., a Delaware corporation (the "Company"), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
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”).
WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • September 26th, 2024 • Cloudastructure, Inc. • 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 VStock Transfer, 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 amended and t
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.
Engagement Agreement For Broker-Dealer ServicesBroker-Dealer Services 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”).
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.”
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • November 29th, 2024 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • Utah
This Equity Purchase Agreement is entered into as of November 25, 2024 (this "Agreement"), by and between Cloudastructure, Inc., a Delaware corporation (the "Company"), and Atlas Sciences, LLC, a Utah limited liability company (the "Investor", and collectively with the Company, the “Parties”).
CONFIDENTIAL March 21, 2025Placement Agent Agreement • March 26th, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • New York
CLOUDASTRUCTURE, INC. SECURITIES SURRENDER AGREEMENTSecurities Surrender Agreement • September 26th, 2024 • 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.
CLOUDASTRUCTURE, INC. Up to $9,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • February 2nd, 2026 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • New York
Cloudastructure, Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, Class A common stock of the Company, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $9,000,000 of Common Stock (the Common Stock subject to this Equity Distribution Agreement (this “Agreement”) being referred to herein as the “Shares”) on terms set forth herein. The Shares consist entirely of authorized but unissued Common Stock to be issued and sold by the Company.
April 25, 2024 Greg Smitherman Chief Financial Officer Cloudastructure, Inc. Miami, FL 33131 Dear Greg,Financial Advisory and Investment Banking Agreement • February 6th, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • New York
We are pleased that Cloudastructure, Inc. (collectively with its owned or controlled subsidiaries, the “Company”) has decided to retain Maxim Group LLC (“Maxim”) to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (“Agreement”) will confirm Maxim’s acceptance of such retention and set forth the terms of our engagement.
WAIVER AGREEMENTWaiver Agreement • April 17th, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc.
This WAIVER AGREEMENT, dated as of April 11, 2025 (this “Agreement”), is entered into by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Atlas Sciences, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Company and Investor may hereinafter be referred to collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to them in the EPA (as defined below).
AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc.
THIS AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) dated as of February 14, 2025 (this “Amendment Date”), is entered into by and between CLOUDASTRUCTURE, INC., a Delaware corporation (“Company”), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Company and Investor may hereinafter be referred to collectively as the “Parties.”
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 27th, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc.
This AMENDMENT NO 1. TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) dated as of January 16, 2025 (this “Amendment Date”), is entered into by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Company and Investor may hereinafter be referred to collectively as the “Parties.”
CLOUDASTRUCTURE, INC. AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • March 31st, 2026 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • California
Unless otherwise defined herein, the terms defined in the Amended and Restated 2024 Equity Incentive Plan shall have the same defined meanings in this Stock Option Agreement.
WAIVER AGREEMENTWaiver Agreement • February 2nd, 2026 • Cloudastructure, Inc. • Services-computer programming, data processing, etc.
This WAIVER AGREEMENT, dated as of February 2, 2026 (this “Agreement”), is entered into by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Company and Investor may hereinafter be referred to collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to them in the Purchase Agreement (as defined below).
WAIVER AGREEMENTWaiver Agreement • December 18th, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc.
This WAIVER AGREEMENT, dated as of December 15, 2025 (this “Agreement”), is entered into by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Company and Investor may hereinafter be referred to collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to them in the Purchase Agreement (as defined below).
Securities Purchase AgreementSecurities Purchase Agreement • March 26th, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of March 21, 2025 (the “Execution Date”), is entered into by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
SUPPLEMENTAL TERMS AGREEMENTSupplemental Terms Agreement • December 18th, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc.
This SUPPLEMENTAL TERMS AGREEMENT, dated as of December 15, 2025 (this “Agreement”), is entered into by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Company and Investor may hereinafter be referred to collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to them in the Purchase Agreement (as defined below).
Securities Purchase AgreementSecurities Purchase Agreement • November 29th, 2024 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of November 25, 2024 (the “Execution Date”), is entered into by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
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 9Warrant Agreement • July 13th, 2022 • Cloudastructure, Inc. • 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.
WAIVER AGREEMENTWaiver Agreement • April 1st, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc.
This WAIVER AGREEMENT, dated as of April 1, 2025 (this “Agreement”), is entered into by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Company and Investor may hereinafter be referred to collectively as the “Parties.”
VOTING AGREEMENTVoting Agreement • March 31st, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • Delaware
This VOTING AGREEMENT (this “Voting Agreement”), dated as of March 24, 2024 (the “Effective Date”), is made and entered into by and between Cloudastructure, Inc., a Delaware corporation (the “Company”), and Sheldon Richard Bentley (the “Stockholder”). Each of the Company and the Stockholder may hereinafter be referred to individually as a “Party” and, collectively, as the “Parties.”
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc.
This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) dated as of January 29, 2025 (this “Amendment Date”), is entered into by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Company and Investor may hereinafter be referred to collectively as the “Parties.”
SUPPLEMENTAL TERMS AGREEMENTSupplemental Terms Agreement • April 17th, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc.
This SUPPLEMENTAL TERMS AGREEMENT, dated as of April 11, 2025 (this “Agreement”), is entered into by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Company and Investor may hereinafter be referred to collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to them in the Certificate of Designations (as defined below).
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.
STANDSTILL AGREEMENTStandstill Agreement • January 27th, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • Delaware
This Standstill Agreement (this “Agreement”), dated as of January [·], 2025 (the “Effective Date”), is made and entered into by and among Cloudastructure, Inc., a Delaware corporation (the “Company”), and the persons set forth on Schedule A attached hereto (each a “Stockholder” and, collectively, the “Stockholders”). Each of the Company and the Stockholders may hereinafter be referred to individually as a “Party” and, collectively, as the “Parties.”
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”).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • January 27th, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc. • Delaware
This Amended and Restated Voting Agreement (this “Agreement”), dated as of January 22, 2025 (the “Effective Date”), is made and entered into by and between Cloudastructure, Inc., a Delaware corporation (the “Company”), and Sheldon Richard Bentley (the “Stockholder”). Each of the Company and the Stockholder may hereinafter be referred to individually as a “Party” and, collectively, as the “Parties.”
WAIVER AGREEMENTWaiver Agreement • April 17th, 2025 • Cloudastructure, Inc. • Services-computer programming, data processing, etc.
This WAIVER AGREEMENT, dated as of April 11, 2025 (this “Agreement”), is entered into by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Company and Investor may hereinafter be referred to collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to them in the Purchase Agreement (as defined below).