Cloudastructure, Inc. has entered into an Exchange Agreement with Streeterville Capital, LLC, issuing a Promissory Note for $1,299,870 in exchange for 1,170 shares of Series 2 Convertible Preferred Stock. The Series 2 Convertible Preferred Stock has been amended and restated to be classified as equity under U.S. GAAP, with a fixed conversion price of $0.40 per share and full-ratchet anti-dilution protection. The Exchange Note matures on July 30, 2027, carries a 9.5% annual interest rate, and allows Streeterville Capital, LLC to redeem up to $108,332.50 per month. The company also filed an Amended and Restated Certificate of Designations for its Series 2 Convertible Preferred Stock, aiming to reclassify it as equity and modify redemption and default provisions. Key changes to the Series 2 Preferred Stock include eliminating the Deemed Liquidation Event and limiting holder remedies upon default to equitable relief and a 10% increase in stated value.