Cloudastructure exchanges 1,170 Series 2 Preferred shares for $1.3M promissory note; amends preferred stock terms

CLOUDASTRUCTURE, INC.

Exchanged 1,170 Series 2 Convertible Preferred shares for a $1,299,870 promissory note with 9.5% interest, maturing July 30, 2027.
Note is unsecured; Streeterville can redeem up to $108,332.50 per month starting July 30, 2026.
Amended Series 2 Certificate of Designations to classify preferred as equity under GAAP; fixed conversion price $0.40 per share with full-ratchet anti-dilution.
Eliminated deemed liquidation event and forced redemption rights; holder remedies limited to 10% stated value increase and equitable relief.
Exchange done under Section 3(a)(9) exemption; no additional consideration paid.

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