Form 8-K

8-K — CLOUDASTRUCTURE, INC.

Accession: 0001683168-26-005311

Filed: 2026-07-06

Period: 2026-06-29

CIK: 0001709628

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — cloud_8k.htm (Primary)

EX-3.1 — AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF SERIES 2 CONVERTIBLE PREFERRED STOCK, (cloud_ex0301.htm)

EX-10.1 — EXCHANGE AGREEMENT BETWEEN CLOUDASTRUCTURE, INC. AND STREETERVILLE CAPITAL, LLC DATED JUNE 30, 2026 (cloud_ex1001.htm)

EX-10.2 — PROMISSORY NOTE ISSUED BY CLOUDASTRUCTURE, INC. TO STREETERVILLE CAPITAL, LLC DATED JUNE 30, 2026 (cloud_ex1002.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): June 29, 2026

___________________________

CLOUDASTRUCTURE,

INC.

(Exact name of registrant as specified in its

charter)

___________________________

Delaware

001-42494

87-0690564

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3000 El Camino

Real, Bldg 4, Ste 200

Palo Alto,

California

94306

(Address of principal executive offices)

(Zip Code)

(650) 644-4160

Registrant’s telephone number, including

area code:

Not Applicable

(Former Name or Former Address, if Changed

Since Last Report)

___________________________

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions (see General Instruction A.2. below):

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section

12(b) of the Act:

Title of Class

Trading Symbol

Name of Exchange On Which Registered

Class A Common Stock

CSAI

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☒

If an emerging growth company, indicate by

check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On June 30, 2026, Cloudastructure, Inc., a Delaware

corporation (the “Company”), entered into an Exchange Agreement (the “Exchange Agreement”) with

Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), pursuant to which the Company issued

a Promissory Note (the “Exchange Note”) in the original principal amount of $1,299,870 for 1,170 shares of Series 2

Convertible Preferred Stock held by Streeterville (the “Exchanged Shares”). This exchange was completed on June 30,

2026. Upon consummation of the exchange, the Exchanged Shares were surrendered by Streeterville and cancelled. No additional consideration

was given by Streeterville in connection with the exchange. The exchange was effected in reliance on the exemption from registration under

Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

The Exchange Note matures on July 30, 2027, thirteen

(13) months from the issue date. The Exchange Note bears interest at a rate of 9.5% per annum, compounded daily on the basis of a 360-day

year, and is unsecured. Beginning July 30, 2026, Streeterville has the right to redeem up to $108,332.50, plus any accrued and unpaid

interest, per calendar month (the “Maximum Monthly Redemption Amount”). The Exchange Note also provides for limited

redemptions in connection with certain trading price conditions. The Exchange Note contains customary trigger events, including, among

others: (a) failure to pay amounts when due; (b) bankruptcy or insolvency events; (c) consummation of a Fundamental Transaction (as defined

in the Exchange Note) without repayment of the Exchange Note; (d) failure to observe any covenant under the Exchange Note or the Exchange

Agreement; (e) delisting of the Company’s Class A common stock from Nasdaq; and (f) the occurrence of a Series 2 Event of Default

(as defined in the Exchange Note). Upon the occurrence of a Trigger Event, Streeterville may increase the outstanding balance of the Exchange

Note by 10% on a one-time basis. If a Trigger Event is not cured within five (5) trading days of notice from Streeterville, it becomes

an Event of Default, upon which Streeterville may accelerate the Exchange Note, and default interest accrues at 15% per annum. The Exchange

Note may not be prepaid by the Company so long as Streeterville owns any shares of the Company’s Series 2 Convertible Preferred

Stock (the “Series 2 Preferred”).

The foregoing description of the Exchange Agreement

and Exchange Note is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement and Exchange

Note, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated in this Item 1.01

by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the Exchange Note set

forth under Item 1.01 of this Current Report on Form 8-K is incorporated here by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated here

by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 29, 2026, the Company filed the Amended

and Restated Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock (the “Amended Series

2 Certificate of Designations”) with the Secretary of State of the State of Delaware, which amends and restates the original

certificate of designations for the Series 2 Preferred shares in its entirety. The changes effected by the Amended Series 2 Certificate

of Designations are intended to cause the Series 2 Shares to be classified as equity under U.S. generally accepted accounting principles.

The Amended Series 2 Certificate of Designations provides for conversion of shares of the Series 2 Preferred into shares of the Company’s

Class A common stock at a fixed conversion price of $0.40 per share, with full-ratchet anti-dilution. The “Deemed Liquidation Event”

concept has been eliminated, and no merger, consolidation, or sale of substantially all assets will trigger the right of a holder of Series

2 Preferred shares to receive the liquidation amount for the shares of Series 2 Preferred. In any such transaction where the Company is

not the surviving entity, each share of Series 2 Preferred will instead be converted into preferred equity of the surviving entity with

substantially equivalent rights. In addition, the holder-initiated forced redemption right upon an event of default has been eliminated,

such that holder remedies upon default are now limited to the automatic 10% increase in the stated value of the Series 2 Preferred shares,

equitable remedies, and injunctive relief.

The foregoing description of the Amended Series

2 Certificate of Designations is not complete and is qualified in its entirety by reference to the full text of the Amended Series 2 Certificate

of Designations, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.

Item 9.01

Financial Statements, Pro Forma Financial Information, and Exhibits.

(d) Exhibits

3.1

Amended and Restated Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock, as filed with the State of Delaware on June 29, 2026

10.1

Exchange Agreement between Cloudastructure, Inc. and Streeterville Capital, LLC dated June 30, 2026

10.2

Promissory Note issued by Cloudastructure, Inc. to Streeterville Capital, LLC dated June 30, 2026

104

Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 6, 2026

CLOUDASTRUCTURE, INC.

By:

/s/ Greg Smitherman

Greg Smitherman

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

EX-3.1 — AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF SERIES 2 CONVERTIBLE PREFERRED STOCK,

EX-3.1

Filename: cloud_ex0301.htm · Sequence: 2

Exhibit 3.1

Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 State of Del aware Secretary of State Division of Corporations Delivered 0 7: 23 PM 06 / 29 1 2026 FILED 07:23 PM 06 /2 9 12 026 1 AMENDED AND RESTATED SR 20263570060 - File N umb er 3638991 CERTIFICATE OF DESIGNATIONS OF PREFERENCE..., ೦೦ , ೦ . ೦ ,.u.u., OF SERIES 2 CONVERTIBLE PREFERRED STOCK OF CLOUDASTRUCTURE,INC. (Pursuant to Sections 103, 151(g) and 242 of the Delaware General Corporation Law) Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the "DGCL'') , Cloudastructure, Inc . (the "Corporation") , a corporation organized and existing under the DGCL, in accordance with the provisions of Section 103 thereof, does hereby certify that : 1. The Corporation's Second Amended and Restated Certificate oflncorporation (as amended, the "Certificate of Incorporation") was filed with the Secretary of State of the State of Delaware on October 24 , 2024 . The Certificate of Incorporation authorizes the Corporation's Board of Directors (the "Board of Directors") to issue shares of preferred stock , par value $ 0 . 0001 per share, in one or more series and to fix the powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof . 2. The Board of Directors previously adopted a resolution authorizing the creation and issuance of a series of preferred stock designated as Series 2 Convertible Preferred Stock, and a Certificate of Designation s of Preferences and Right s of Series 2 Convertibl e Preferred Stock (the "Original Certificate of Designations'') was filed with the Secretary of State of the State of Delaware on March 24 , 2025 . 3. On June 29 , 2026 , the Board of Directors duly adopted a resolution approving and authorizing the amendment and restatement of the Original Certificate of Designations in its entirety . 4. On June 29 , 2026 , the holders of a majority of the thenoutstanding shares of Series 2 Convertible Preferred Stock, acting by written consent in lieu of a meeting in accordance with Section 228 of the DGCL, approved and adopted the amendment and restatement of the Original Certificate ofDesignations in its entirety, as required by Section 1 l(a) of the Origina l Certificate of Designations . 5. Pursuant to Article IV(b)(iii)(B) of the Certificate oflncorporation, the holders of the Class A Common Stock and Class B Common Stock are not entitled to vote on this amendment to the Origina l Certificat e of Designation s because it relate s solely to the terms of one or more outstanding series of Preferred Stock, and the holders of such affected series are entitled to vote thereon pursuan t to the Origina l Certificate of Designation s and the DGCL . 6. This Amended and Restated Certificate of Designations was duly adopted in accordance with Sections 151 and 242 of the DGCL .

2 Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 8. The Original Certificate of Designations is hereby amended and restated in its entirety to read as set forth below. NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority vested in the Board of Directors by the Certificate of Incorporation and the DGCL, the Original Certificate of Designations is hereby amended and restated in its entirety, and the designation and amount and the voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions of the Series 2 Convertible Preferred Stock are as follows : SERIES 2 PREFERRED STOCK Section I. Definitions. Capitalized terms used but not otherwise defined herein shall have meanings set forth in Section 14 below. Section 2 . Powers and Rights of Series 2 Convertible Preferred Stock . Ther e is hereby designated a class of Preferred Stock of the Corporation as Serie s 2 Convertible Preferred Stock, par valu e $ 0 . 0001 per share, of the Corporation (the "Series 2 Stock'') . The number of shares, powers, terms, conditions, designations, preferences and privileges, relative, participating, optional and other specia l rights, and qualifications, limitations and restrictions of the Serie s 2 Stock shall be as set forth in this Certificate of Designations of Preferences and Rights of Serie s 2 Convertible Preferred Stock ( thi s "Certificate of Designations") . For purposes hereof, a holder of a share or shares of Series 2 Stock, with respect to their right s as related to the Serie s 2 Stock, shall be referred to as a "Series 2 Holder . " Section 3. Number and Stated Value. The number of authorized shares of the Series 2 Stock is forty thousand (40,000) shares. Each share of Series 2 Stock shall have a stated value of $1,111.00 (the "Stated Value"). Section 4 . Ranking . Except as otherwise provided in this Certificate of Designations or required by applicable law, shares of Series I Stock and Series 2 Stock shall have the same rights and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution or winding up of the Corporation), share ratably and be identical in all respects and as to all matters . Except to the extent that the holders of at least a majority of the outstanding Series I Stock and Series 2 Stock, voting together as a single class (the "Reguired Holders''), expressly consent to the creation of Parity Stock (as defined below), all shares of capital stock of the Corporation shall be junior in rank to all Series I Stock and Series 2 Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation (such junior stock is referred to herein collectively as "Junior Stock") . The rights of all such shares of capital stock of the Corporation shall be qualified by the rights, powers, preferences and privileges of the Series I Stock and Series 2 Stock . Without limiting any other provision of this Certificate of Designations, without the prior express written consent of the Required Holders, voting separately as a single class, the Corporation shall not hereafter authorize or issue any additional or other shares of capital stock that is (i) of senior rank to the Series I Stock or Series 2 Stock in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation

3 Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 (collectively, the "Senior Preferred Stock''), or (ii) of pari passu rank to the Serie s I Stock or Series 2 Stock in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation (collectively, the "Parity Stock" ) . In the event of the merger or consolidation of the Corporation with or into another corporation wherein the Corporation is the surviving entity, the share s of Series I Stock and Serie s 2 Stock shall maintain their relative rights, powers, designations, privileges and preferences provided for herein and no such merger or consolidation shall provide for a resul t inconsistent therewith, subject to the other term s and conditions herein . Section 5 . Preferred Return . (a) Each share of Series 2 Stock shall accrue a rate of return on the Stated Value at the rate of 9 . 5 % per annum, to be determined pro rata for any fractional year periods (the "Preferred Return'') . The Preferred Return shall accrue on each share of Series 2 Stock from the date of its Issuance Date, and shall be payable or otherwise settled as set forth herein . Following the occurrence of an Event of Default (as defined below), the Preferred Return will increase to 15 % per annum until such Event of Default has been cured . (b) The Preferred Return shall be payable on a quarterly basis and subject to quarterly compounding, within five ( 5 ) Business Days following the end of each calendar quarter, either in cash or via the issuance to the applicable Series 2 Holder of an additional number of shares of Series 2 Stock equal to (i) the Preferred Return then accrued and unpaid, divided by (ii) the Stated Value, with the election as to payment in cash or via the issuance of additional shares of Series 2 Stock to be determined in the discretion of the Corporation . (c) In the event that the Corporation elects to pay any Preferred Return via the issuance of shares of Series 2 Stock, no fractional shares of Series 2 Stock shall be issued, and the Corporation shall pay in cash the Preferred Return that would otherwise be payable via the issuance of a fractional share of Series 2 Stock . Section 6. (a) Preferential Payments to Holders of Series 2 Stock . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (excluding, for the avoidance of doubt, any merger, consolidation, sale of assets, or other business combination, none of which shall constitute a liquidation for purposes of this Section 6 ), each share of Series 2 Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share of Series 2 Stock equal to the Stated Value at such time plus any accrued and unpaid Preferred Return (as applicable, the "Series 2 Preferred Liquidation Amount'') . If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its shareholders shall be insufficient to pay the Series 2 Preferred Liquidation Amount, the Series 2 Holders with respect to their shares of Series 2 Liquidation. Dissolution or Winding Up.

4 Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full . Following the payment of the Series 2 Preferred Liquidation Amount, if there are any remaining assets of the Corporation available for distribution to its shareholders, the Series 2 Stock shall not participate in such distributions . (b) Treatment Upon Change of Control . For the avoidance of doubt, no merger, consolidation, sale of substantially all of the assets of the Corporation, or other change - of - control transaction shall entitle holders of Series 2 Stock to receive any payment of Stated Value, accrued Preferred Return, or other preferential distribution solely by reason of such transaction . In any such transaction in which the Corporation is not the surviving entity, each share of Series 2 Stock shall be converted into or exchanged for preferred equity securities of the surviving or resulting entity having rights, preferences, and privileges substantially equivalent to those of the Series 2 Stock immediately prior to such transaction . Nothing in this Section 6 (b) shall limit the rights of holders of Series 2 Stock under Section 6 (a) upon an actual liquidation, dissolution, or winding up of the Corporation . Section 7 . Conversions . The Series 2 Stock shall be convertible into Class A Stock at any time or times following the applicable Issuance Date of such Series 2 Stock on the terms and conditions set forth in this Section 7 . (a) Conversion Right . Any Series 2 Holder shall be entitled to convert its Series 2 Stock into fully paid and non - assessable shares of Class A Stock in accordance with this Section 7 . The Corporation shall not issue any fraction of a share of Class A Stock upon any conversion . If the issuance would result in the issuance of a fraction of a share of Class A Stock, the Corporation shall round such fractional share up to the nearest whole share . The Corporation shall pay any and all fees, transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Class A Stock upon conversion of any Conversion Amount . Conversion notices in the form attached hereto as Exhibit A (a "Conversion Notice'') shall be delivered to the Corporation at via email notices@cloudastructure . com or at such other address or addresses provided to such Series 2 Holder by the Corporation . (b) Conversion Shares . The number of shares of Class A Stock issuable upon conversion of any Conversion Amount shall be determined by dividing (x) such Conversion Amount by (y) the Fixed Conversion Price (the "Conversion Shares'') . (c) Method of Conversion Share Delivery . On or before the close of business on the second ( 2 nd) Business Day following the date of delivery of a Conversion Notice (the "Delivery Date"), the Corporation shall deliver or cause its transfer agent to issue and deliver the applicable Conversion Shares electronically to the account designated by holder in the applicable Conversion Notice .

5 Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 (d) Conversion Delays . If the Corporation fails to deliver Conversion Shares by the applicable Delivery Date, holder may at any time prior to receiving the applicable Conversion Shares rescind in whole or in part such conversion . Inaddition, for each Conversion, in the event that Conversion Shares are not delivered by the Delivery Date, a late fee equal to $ 500 . 00 per day will be assessed for each day after the Delivery Date until Conversion Share delivery is made ; and such late fees will be paid to the Series 2 Holder either in cash or via the issuance of additional shares of Series 2 Stock at the election of the Corporation . (e) Ownership Limitation . Notwithstanding anything to the contrary contained in this Certificate of Designations or any other agreement between the Corporation and a Series 2 Holder, the Corporation shall not effect any conversion of Series 2 Stock to the extent that after giving effect to such conversion would cause the Series 2 Holder individually (without aggregating with its Affiliates) to beneficially own a number of shares of Class A Stock exceeding 4 . 99 % of the number of shares of Class A Stock outstanding on such date (including for such purpose the shares of Class A Stock issuable upon such issuance) (the "Maximum Percentage'') . Notwithstanding the foregoing, the Maximum Percentage for a Series 2 Holder together with its Affiliates will be 9 . 99 % . For purposes of this section, beneficial ownership of shares of Class A Stock will be determined pursuant to Section 13 (d) of the Exchange Act and the Corporation shall be entitled to rely on the representations made by a Series 2 Holder in its Conversion Notice in determining beneficial ownership . The Maximum Percentage is enforceable, unconditional and non - waivable and shall apply to all affiliates and assigns of each Series 2 Holder . Section 8. Section 9. [Intentionally omitted.] Comoration Optional Redemption. (a) Subject to the terms and conditions herein, at any time after the date that is six ( 6 ) months from the earlier of : (i) the effective date of the Form S - 1 registration statement registering the Conversion Shares, and (ii) the date that the Conversion Shares are eligible for resale pursuant to Rule 144 , the Corporation may elect, in the sole discretion of the Board, to redeem all or any portion of the Series 2 Stock then issued and outstanding from all of the Series 2 Holders (a "Comoration Optional Redemption") by paying to the applicable Series 2 Holders an amount in cash equal to the Series 2 Preferred Liquidation Amount then applicable to such shares of Series 2 Stock being redeemed in the Corporation Optional Redemption multiplied by 115 % (the "Redemption Price") . (b) The Corporation shall provide written notice of any Corporation Optional Redemption to the Series 2 Holder(s) within five Business Days following the determination of the Board to consummate the applicable Corporation Optional Redemption, and thereafter such Corporation Optional Redemption shall be completed on the tenth (I 0 th) Business Day following the delivery of such notice, and at such time the Corporation shall deliver to the Series 2 Holder(s) the Redemption Price in valid funds . Each Series 2 Holder agrees to execute and deliver

6 Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 to the Corporation such instruments and documents, and to take such actions, as reasonably required to consummate the Corporation Optional Redemption ; provided, however, the Series 2 Holders will still have the right to exercise their right to convert the Series 2 Stock into Class A Stock during the foregoing ten - day notice period . Section I0. Dividends and Distributions. The Series 2 Stock shall not participate in any dividends, distributions or payments to the holders of the Common Stock. Section 11. Voting Rights. (a) Except as otherwise provided herein or as otherwise required by law, the Series 2 Stock shall vote together with shares of Common Stock on an as - converted basis from time to time, and not as a separate class, at any annual or special meeting of stockholders of the Corporation, and may act by written consent in the same manner as holders of shares of the Common Stock . In addition, as long as any shares of Series 2 Stock are outstanding, the Corporation shall not, without the affrrmative vote of the Series 2 Holders of a majority of the then outstanding shares of Series 2 Stock, (a) alter or change adversely the powers, preferences or rights given to the Series 2 Stock or alter or amend this Certificate of Designations or (b) enter into any agreement with respect to any of the foregoing . (b) Notwithstanding the foregoing in this Section 11 , inno event shall a Series 2 Holder (together with such Series 2 Holder's Affiliates, and any Person s acting as a group together with such Serie s 2 Holder or any of such Series 2 Holder's Affiliates (such Persons, "Attribution Parties")) be entitled to vote, on an as - converted basi s and in aggregate with respect to any shares of Common Stock and Preferred Stock of the Corporation beneficially owned by such Series 2 Holder or any Affiliates or Attribution Parties of such Series 2 Holder, more than 4 . 99 % of the Corporation's outstanding voting shares as of the applicable record date (the "Voting Cap") . The Voting Cap shall be appropriately adjusted for any stock splits, reverse stock splits, stock dividends, reclassifications, reorganization, recapitalization s or other similar transaction . Section 12. Covenants. Until such time as no shares of Series 2 Stock remain outstanding, the Corporation (including its subsidiaries) will at all times comply with the following covenants: (a) The Corporation will timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15 (d) of the Exchange Act, and will take all reasonable action under its control to ensure that adequate current public information with respect to the Corporation, as required in accordance with Rule 144 of the Securities Act, is publicly available, and will not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination .

7 Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 (b) The Class A Stock will be listed or quoted for trading on any of NYSE, NYSE American or Nasdaq . (c) After the initial issuance of Series 2 Stock, the Corporation will not issue any new shares of Series 2 Stock other than to the initial Series 2 Holder without the prior written consent of at least a majority of the outstanding Series 2 Stock (the "Required Series 2 Holders"), which consent may be granted or withheld in the Required Series 2 Holders' sole and absolute discretion . (d) The Corporation will not increase the authorized shares of Class A Stock, Class B Stock, Series I Stock, Series 2 Stock or other Preferred Stock without the prior written consent of the Required Holders, which consent may be granted or withheld in the Required Holders' sole and absolute discretion . (e) The Corporation will ensure tha t trading in the Clas s A Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise ceas e trading on the Corporation's principal trading market . (f) The Corporation will not make any Restricted Issuance without the Required Holders' prior written consent, which consent may be granted or withheld in the Required Holders' sole and absolute discretion . (g) The Corporation shall not enter into or extend any agreement or otherwise agre e to any covenant, condition, or obligation tha t locks up, restricts in any way or otherwise prohibit s the Corporation (i) from entering into a variabl e rat e transaction with any Series 2 Holder or any Affiliate of any Serie s 2 Holder, or (ii) from issuing Common Stock, Preferred Stock, warrants, convertible notes, other deb t securities, or any other of the Corporation's securitie s to any Serie s 2 Holder or any Affiliate of any Series 2 Holder . (h) The Corporation will not pledge or grant a security interest in any of its assets without the Required Holders' prior written consent, which consent may be granted or withheld in the Required Holders' sole and absolute discretion . (i) The Corporation will not, and will not enter into any agreement or commitment to, dispose of any assets or operations that are material to the Corporation's operations without the Required Holders' prior written consent, which consent may be granted or withheld in the Required Holders' sole and absolute discretion . G) The Corporation will not, and will not enter into any agreement or commitment to, undertake or complete any reverse split of any class of Common Stock or Preferred Stock without the Required Holders' prior written consent, which consent may be granted or withheld in the Required Holders' sole and absolute discretion . (k) The Corporation will not, and will not enter into any agreement or commitment to, create, authorize, or issue any class of Preferred Stock without the Required Holders' prior written consent, which consent may be granted or withheld in the Required Holders' sole and absolute discretion .

8 Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 (I) The Corporation will not consummate a Fundamental Transaction or enter into an agreement to consummate a Fundamental Transaction without the Required Holders' prior written consent, which consent may be granted or withheld in the Required Holders' sole and absolute discretion . (m) At the Corporation's election, the Corporation will use at least twenty - five percent ( 25 % ) of any funds raised through any equity fmancing, including funds raised pursuant to an equity line of credit or at - the - market trading facility, to redeem the Series 2 Stock . Any such proceeds will be paid to the Series 2 Holders within two ( 2 ) Business Days ofreceipt by the Corporation and will be considered redemptions pursuant to Section 9 above . Section 13. Covenant Default. (a) Event of Default . The Required Holders may elect to declare an "Event of Default" if any of the following conditions or events shall occur and be continuing : (i) the Corporation fails to fully comply with any covenant, obligation or agreement of the Corporation in this Certificate ofDesignations (other than payment or issuance defaults which are addressed in subparagraph (ii) below), and such failure, if known to the Required Holders and reasonably possible of cure, is not cured within seven ( 7 ) calendar days of the occurrence of such event ; (ii) the Corporation fails to pay any amount due and payable to the Series 2 Holders pursuant to and as required by this Certificate of Designations, or fails to issue any additional shares of Series 2 Stock or Class A Stock to the Series 2 Holders pursuant to and as required by this Certificate of Designations, including, without limitation, the failure to deliver any Conversion Shares, and such failure, if known to the Series 2 Holders and reasonably possible of cure, is not cured within seven ( 7 ) calendar days of the occurrence of such event ; (iii) the Corporation shall (I) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator ; ( 2 ) make a genera l assignment for the benefit of the Corporation's creditors ; or ( 3 ) commence a voluntary cas e under the U . S . Bankruptcy Code as now and hereafter in effect, or any successor statute ; or (iv) a proceeding or case shall be commenced, without the application or consent of the Corporation, in any court of competent jurisdiction, seeking (I) liquidation, reorganization or other relief with respect to it or its assets or the composition or readjustment of its debts, or ( 2 ) the appointment of a trustee, receiver, custodian, liquidator or the like of any substantial part of its assets, and, in each case, such proceedings or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a

9 Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 period of 60 days, if in the United States, or 90 days, if outside of the United States ; or an order for relief against the Corporation shall be entered in an involuntary case under any bankruptcy, insolvency, composition, readjustment of debt, liquidation of assets or similar Law of any jurisdiction . (b) Consequences of Events of Default . Upon the occurrence of an Event of Default, the Stated Value will automatically increase by ten percent ( 10 % ) . Ifan Event of Default has occurred (i) the Series 2 Holders shall have the right to pursue any other remedies that the Required Holders may have under applicable law and/or in equity ; and (ii) the Series 2 Holders shall have the right toseek and receive injunctive relief from a court or an arbitrator prohibiting the Corporation from issuing any of its Common Stock or Preferred Stock to any party unless all the shares of Series 2 Stock owned by the Series 2 Holders are redeemed in full simultaneously with such issuance . Section 14. Definitions. In addition to the terms defined elsewhere in this Certificate of Designations, the following terms, as used herein, have the following meanings: (a) "Affiliate" means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, the specified Person . (b) "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed . (c) "Control" mean s (i) the possession, directly or indirectly, of the power to vot e 10 % or mor e of the securities or other equity interests of a Person having ordinary voting power, (ii) the possession, directly or indirectly, of the power to direct or caus e the direction of the management and policies of a Person, by contract or otherwise, or (iii) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person . (d) "Conversion Amount" means the number of Series 2 Stock being converted multiplied by the then - current Stated Value . (e) "Equity Securities" means Common Stock of the Corporation, Preferred Stock of the Corporation and any option, warrant, or right to subscribe for, acquire or purchase Common Stock or Preferred Stock . (f) "Exchange Act" means the Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated thereunder . (g) "Exempt Issuances" means the issuance of shares of Common Stock, or any right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive shares of Common Stock, (i) to officers, directors, employees, consultants, service providers

10 Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 or vendors of the Company, and (ii) to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment lease financing, credit agreement, real property lease or other commercial transaction undertaken in the ordinary course of business consistent with past practices, so long as any such issuances pursuant to clauses (i) or (ii) above do not contain any variable price features . (h) "Fixed Conversion Price" mean s $ 0 . 40 per share of Clas s A Stock . In the even t the Corporation issue s any Clas s A Stock or any warrant, option or other right to receive Class A Stock (other than from conversions of Series I Stock) at a pric e per shar e lower than the Fixed Conversion Price, then the Fixed Conversion Pric e will automatically be reduced to such lower price . (i) "Fundamental Transaction " mean s tha t (i) (A) the Corporation or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consolidate or merge with or into (whether or not the Corporation or any of its subsidiaries is the surviving corporation) any other person or entity, (B) the Corporation or any of its subsidiarie s shall, directly or indirectly, in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or asset s to any other person or entity, (C) the Corporation or any of it s subsidiarie s shall, directly or indirectly, in one or mor e related transactions, allow any other person or entity to mak e a purchase, tender or exchange offer tha t is accepted by the holders of more than 50 % of the outstanding shares of voting stock of the Corporation (not including any shares of voting stock of the Corporation held by the person or persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), (D) the Corporation or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin - off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires mor e than 50 % of the outstanding shares of voting stock of the Corporation (not including any shares of voting stock of the Corporation held by the other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement or other business combination), (E) the Corporation or any of it s subsidiarie s shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify either class of the Common Stock, other than an increase in the number of authorized shares of either class of the Corporation's Common Stock, (F) the Corporation transfers any material asse t to any subsidiary, affiliate, person or entity under common ownership or control with the Corporation, or (G) the Corporation pay s or make s any monetary or non - monetary dividend or distribution to its shareholders ; or (ii) any "person" or "group" (as thes e terms are used for purposes of Section s 13 (d) and 14 (d) of the Exchang e Act and the rules and regulations promulgated thereunder) is or shall become the "beneficia l owner" (as defined in Rul e 13 d - 3 under the Exchang e Act), directly or indirectly, of 50 % of the aggregate

11 Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 ordinary voting power represented by issued and outstanding voting stock of the Corporation. G) "Issuance Date" means the date that the applicable shares of Series 2 Stock are issued to a Series 2 Holder. (k) "Liabilities" means liabilities, obligations or responsibilities of any nature whatsoever, whether direct or indirect, matured or un - matured, fixed or unfixed, known or unknown, asserted or unasserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, absolute, contingent or otherwise, including any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost or expense . (I) "Market Capitalization" means a number equal to (i) the daily VWAP of the Class A Stock on any given Business Day, multiplied by (ii) the aggregate number of outstanding Class A Stock as reported on the Corporation's most recently filed Form 10 - Q or Form 10 - K . (m) "Person" means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof . (n) "Restricted Issuance" means (i) the issuance, incurrence or guaranty of any debt or additional Liabilities other than trade payables incurred in the ordinary course of business, (ii) the issuance of (a) any Equity Securities of the Corporation, including, without limitation any Common Stock or any class or series of Preferred Stock, other than Exempt Issuances ; (b) any securities that are convertible into or exchangeable for shares of Common Stock or any class or series of Preferred Stock, other than in each of the foregoing clauses (i) and (ii), for any such issuances or sales to a Series 2 Holder as contemplated in this Certificate of Designations or otherwise to a Series 2 Holder or any of its Affiliates . For the avoidance of doubt, the issuance of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Restricted Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3 (a)( 9 ) exchange, a Section 3 (a)(I 0 ) settlement, or any other similar settlement or exchange . (o) "SEC" means the United States Securities and Exchange Commission. (p) "Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. (q) "Series I Stock" means the Series I Convertible Preferred Stock, par value $0.0001 per share, of the Corporation.

12 Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 (r) "VWAP" means the volume weighted average price of the Class A Stock on the principal market for a particular Business Day or set of Business Days, as the case may be, as reported by Bloomberg, LP . Section 15. Miscellaneous . (a) Legend . Any certificates representing the Series 2 Stock shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such stock certificates) : THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS . SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELNERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED . ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN . (b) Uncertificated Shares : Lost or Mutilated Series 2 Stock Certificates . The Series 2 Stock shall be issued to each Series 2 Holder in uncertificated (book entry) form by the stock transfer agent of the Corporation unless a Series 2 Holder requests such Series 2 Stock be issued to such Series 2 Holder in certificated form . If any certificate for the Series 2 Stock held by the Series 2 Holder thereof shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the share of Series 2 Stock so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Corporation . (c) Intemretation . If the Corporation or any Series 2 Holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designations, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorney's fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding . (d) Waiver . Any waiver by the Corporation or the Series 2 Holder of a breach of any provision of this Certificate of Designations shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designations . The failure of the Corporation or the Series 2 Holder to insist upon strict adherence to any term of this Certificate of Designations on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designations . Any waiver must be in writing .

13 Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 (e) Severability . If any provision of this Certificate of Designations is invalid, illegal or unenforceable, the balance of this Certificate of Designations shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances . [Remainder of Page Intentionally Left Blank; Signature Page Follows]

Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 14 IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Designations to be signed by its duly authorized officer on this 29 th day of June, 2026 , and such officer does hereby affirm, under penalties of perjury, that this instrument is the act and deed of the Corporation and that the facts stated herein are true . CLOUDASTRUCTURE, INC. Name: James McCormick Title: ChiefExecutive Officer

15 Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 EXHIBIT A CLOUDASTRUCTURE, INC. CONVERSION NOTICE Reference is made to the Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock of Cloudastructure, Inc . (the "Certificate of Designations") . In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of shares of Series 2 Convertible Preferred Stock, par value $ 0 . 0001 per share (the "Series 2 Preferred Shares"), of Cloudastructure, Inc . , a Delaware corporation (the "Corporation"), indicated below into shares of Class A common stock, par value ( $ 0 . 0001 ), of the Corporation, as of the date specified below . A. Date of Conversion: ---- - B. No. of Shares of Class A Stock Beneficially Owned: C. No. of Series 2 Preferred Shares Being Converted: D. Stated Value: ---- - E. Conversion Amount: ---- - F. Fixed Conversion Price: ---- - G. Conversion Shares: (E divided by F) H. Remaining Series 2 Preferred Shares Held: Please transfer the Conversion Shares electronically to the following account : Broker: Address: DTC#: _ Account#: Account Name:

Docusign Envelope ID: 82ABB1DF - 7EED - 8297 - 8242 - AA634F23D7E7 Series 2 Holder: ೦ f --- ೦ l By: - --------- - [ j,f ೦ - ೦ J 16

EX-10.1 — EXCHANGE AGREEMENT BETWEEN CLOUDASTRUCTURE, INC. AND STREETERVILLE CAPITAL, LLC DATED JUNE 30, 2026

EX-10.1

Filename: cloud_ex1001.htm · Sequence: 3

Exhibit 10.1

THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT

WITH THE

REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

E X C H

A N G E A G R E E M E N T

THIS

EXCHANGE AGREEMENT (this “Agreement”) is

executed as of June 30, 2026 (the “Effective Date”) by and between Cloudastructure, Inc., a Delaware corporation (“Company”),

and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

Pursuant to that certain Securities Purchase Agreement dated March 21, 2025 (as subsequently amended, supplemented, and/or otherwise

modified, the “Purchase Agreement”) between Investor and Company, Investor agreed to purchase up to $40,000,000.00

in Series 2 Convertible Preferred Stock (the “Series 2 Preferred Stock”).

Subject to the terms of this Agreement, Investor and Company desire to exchange (the “Exchange”) 1,170 shares

of Series 2 Preferred Stock (the “Series 2 Shares”) purchased by Investor under the Purchase Agreement for a Promissory

Note in the original principal amount of $1,299,870.00 substantially in the form attached hereto as Exhibit A (the “Exchange

Note”). The Exchange will consist of Investor surrendering the Series 2 Shares in exchange for the Exchange Note. Other than

the surrender of the Series 2 Shares, no consideration of any kind whatsoever shall be given by Investor to Company in connection with

this Agreement.

This Agreement, the Exchange Note, the Officer’s Certificate (as defined below), and any other documents, agreements, or

instruments entered into or delivered in connection with this Agreement, or any amendments to any of the foregoing, are collectively referred

to as the “Exchange Documents”.

Pursuant to the terms and conditions hereof, Investor and Company agree to exchange the Series 2 Shares for the Exchange Note.

NOW, THEREFORE,

in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants

herein contained, the parties hereto agree as follows:

Issuance of Exchange Note. Upon execution of this Agreement, Investor will surrender the Series 2 Shares to Company and

Company will issue to Investor the Exchange Note. In conjunction therewith, Company hereby confirms that the Series 2 Shares represent

Company’s unconditional obligation to Investor pursuant to the terms of the Series 2 Shares, and that the Exchange Note shall likewise

represent Company's unconditional obligation to Investor. Company and Investor agree that upon surrender, the Series 2 Shares will be

cancelled and the obligations owed to Investor pursuant to the Series 2 Shares will hereafter be evidenced solely by the Exchange Note.

Closing; Deliveries. The closing of the transaction contemplated hereby (the “Closing”) along with the

Exchange Documents shall occur on the Effective Date by means of the exchange of electronic signatures, but shall be deemed to have occurred

at the offices of Capital Law Partners PLLC in Lehi, Utah. On the Effective Date, prior to or contemporaneously with the execution and

delivery of this Agreement, the following events shall occur:

2.1. Company shall issue the Exchange Note to Investor.

2.2. Company shall deliver to Investor a fully executed Officer’s

Certificate substantially in the form attached hereto as Exhibit B (the “Officer’s Certificate”) evidencing

the Company’s approval of the Exchange and the Exchange Documents.

2.3. Mutual delivery of all other Exchange Documents, including without limitation this Agreement.

Holding Period; Tacking. Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule 144”)

of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange Note is intended

to include the holding period of the Series 2 Shares from December 15, 2025, which date is the date that the Series 2 Shares were fully

paid for. Company agrees not to take a position contrary to this Section 3 in any document, statement, setting,

or situation. Notwithstanding the foregoing, the Company’s representations in this Section 3 are based on its current understanding

of applicable law and do not constitute a guarantee regarding the interpretation or application of Rule 144 or any other provision of

the Securities Act by the Securities and Exchange Commission, any court, or any other regulatory authority. The Exchange Note is being

issued in substitution of and exchange for and not in satisfaction of the Series 2 Shares. The Exchange Note shall not constitute a novation

or satisfaction and accord of the Series 2 Shares. Company acknowledges and understands that the representations and agreements of Company

in this Section 3 are a material inducement to Investor’s decision to consummate the transactions contemplated

herein.

Investor’s Representations, Warranties and Agreements. In order to induce Company to enter into this Agreement, Investor,

for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Investor

has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all

of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice

to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations

of Investor hereunder, (c) no commission or other remuneration has been paid or given directly or indirectly by Investor to Company for

soliciting the Exchange, and (d) Investor has taken no action which would give rise to any claim by any person for a brokerage commission,

placement agent or finder’s fee or other similar payment by Company related to this Agreement.

Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company,

for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Company

has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all

of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice

to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations

of Company hereunder, (c) to the best of Company’s knowledge, no Event of Default (as defined in the Series 2 Preferred Stock Certificate

of Designations) has occurred under the Series 2 Shares; provided, however, that notwithstanding anything to the contrary in this Agreement,

to the extent any Events of Default have occurred or may hereafter occur, such Events of Default have not been, and are not hereby, waived

by Investor, (d) except as specifically set forth herein, nothing herein shall in any manner release, lessen, modify or otherwise affect

Company’s obligations under the Exchange Note, (e) the issuance of the Exchange Note is duly authorized by all necessary corporate

action, (f) Company has not received any consideration in any form whatsoever for entering into this Agreement, other than the surrender

of the Series 2 Shares, (g) Company has taken no action which would give rise to any claim by any person for a brokerage commission, placement

agent or finder’s fee or other similar payment by Company related to this Agreement, and (h) the Company’s Board of Directors

has duly adopted a resolution authorizing this Agreement and the other Exchange Documents and ratifying their terms, as indicated by the

Officer’s Certificate.

Purchase Agreement. The parties agree that the terms and provisions of the Purchase Agreement will remain in full force

and effect and continue to apply until the Exchange Note has been paid in full.

Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the

construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah,

without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions)

that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase

Agreement to determine the proper venue for any disputes are incorporated herein by this reference. COMPANY HEREBY IRREVOCABLY WAIVES

ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH

OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Arbitration of Claims. This Agreement shall be subject to the Arbitration Provisions (as defined in the Purchase Agreement).

Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,

but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic signature (including

pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)

and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

10.

Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of

this Agreement, the parties agree that the prevailing party shall be entitled to an additional award of the full amount of the attorneys’

fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment

based upon the individual claims or defenses giving rise to the fees and expenses. The “prevailing party” shall be the party

in whose favor a judgment is entered, regardless of whether judgment is entered on all claims asserted by such party and regardless of

the amount of the judgment; or where, due to the assertion of counterclaims, judgments are entered in favor of and against both parties,

then the arbitrator shall determine the “prevailing party” by taking into account the relative dollar amounts of the judgments

or, if the judgments involve nonmonetary relief, the relative importance and value of such relief. Nothing herein shall restrict or impair

an arbitrator’s or a court’s power to award reasonable fees and expenses for frivolous or bad faith pleading.

11.

No Reliance. Each party acknowledges and agrees that neither the other party nor any of its officers, directors, members,

managers, equity holders, representatives or agents has made any representations or warranties to such party or any of its agents, representatives,

officers, directors, or employees except as expressly set forth in this Agreement and the Exchange Documents and, in making its decision

to enter into the transactions contemplated by this Agreement, such party is not relying on any representation, warranty, covenant or

promise of the other party or its officers, directors, members, managers, equity holders, agents or representatives other than as set

forth in this Agreement.

12.

Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve

the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

13. Entire

Agreement. This Agreement, together with the Exchange Documents and the Transaction Documents (as defined in the Purchase

Agreement), and all other documents referred to herein, supersedes all other prior oral or written agreements among Company,

Investor, its affiliates and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the

instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein

and, except as specifically set forth herein or therein, neither Investor nor Company makes any representation, warranty, covenant

or undertaking with respect to such matters.

14.

Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision

of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.

15.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective

successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by

Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or in part. Company may not

assign this Agreement or any of its obligations herein without the prior written consent of Investor.

16.

Continuing Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, each of the Exchange

Documents and Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and

provisions, and the Exchange Note shall be in full force and effect from its date of issuance in accordance with its terms. This Agreement

shall not be effective or binding unless and until it is fully executed and delivered by Investor and Company. If there is any conflict

between the terms of this Agreement, on the one hand, and the Exchange Note or any other Exchange Document or Transaction Document, on

the other hand, the terms of this Agreement shall prevail.

17.

Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.

18.

Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under

this Agreement to be given to Company or Investor shall be given as set forth in the “Notices” section of the Purchase Agreement.

19.

Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things,

and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

[Remainder of the page intentionally

left blank; signature page to follow]

IN WITNESS WHEREOF, the undersigned

have executed this Agreement as of the date first set forth above.

INVESTOR:

Streeterville Capital, LLC

By:

/s/ John Fife

John Fife, President

COMPANY:

Cloudastructure, Inc.

By:

/s/ James McCormick

James McCormick, Chief Executive Officer

ATTACHMENTS:

Exhibit A Exchange Note

Exhibit B Officer’s

Certificate

[Signature Page to Exchange Agreement]

EX-10.2 — PROMISSORY NOTE ISSUED BY CLOUDASTRUCTURE, INC. TO STREETERVILLE CAPITAL, LLC DATED JUNE 30, 2026

EX-10.2

Filename: cloud_ex1002.htm · Sequence: 4

Exhibit 10.2

THIS NOTE (AS DEFINED BELOW)

IS ISSUED IN EXCHANGE FOR (WITHOUT ANY ADDITIONAL CONSIDERATION) 1,170 SHARES OF BORROWER’S (AS DEFINED BELOW) SERIES 2 CONVERTIBLE

PREFERRED STOCK HAVING AN ORIGINAL ISSUE DATE OF APRIL 14, 2025. FOR PURPOSES OF RULE 144 OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS

NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON APRIL 14, 2025.

PROMISSORY NOTE

June 30, 2026 U.S. $1,299,870.00

FOR VALUE

RECEIVED, CLOUDASTRUCTURE, INC., a Delaware corporation

(“Borrower”), promises to pay to STREETERVILLE CAPITAL,

LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $1,299,870.00 and any interest,

fees, charges, and late fees accrued hereunder on the date that is thirteen (13) months from the Effective Date (as defined below)

(the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding

Balance at the rate of nine and one-half percent (9.5%) per annum from the Effective Date until the same is paid in full. All

interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months,

shall compound daily and shall be payable in accordance with the terms of this Note. This Promissory Note (this

“Note”) is issued and made effective as of the date set forth above (the “Effective Date”).

This Note is issued pursuant to that certain Exchange Agreement dated as of the Effective Date, as the same may be amended from time

to time, by and between Borrower and Lender (the “Exchange Agreement”). Certain capitalized terms used herein are

defined in Attachment 1 attached hereto and incorporated herein by this reference.

1. Payment; Prepayment.

1.1. Payment.

All payments owing hereunder shall be in lawful money of the United States of America as provided for herein and delivered to Lender

at the address or bank account furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection,

if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.

1.2.

Prepayment. So long as Lender owns any shares of Series 2 Preferred Stock (as defined in the Exchange Agreement), Borrower

may not prepay all or any portion of this Note. At such time as Lender owns no shares of Series 2 Preferred Stock, Borrower may pay all

or any portion of the Outstanding Balance earlier than it is due. Early payments of less than all principal, fees and interest outstanding

will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s remaining obligations hereunder.

2. Security. This Note shall be unsecured.

3. Redemptions.

3.1.

Monthly Redemptions. Beginning on the one (1) month anniversary of the Effective Date, Lender shall have the right, exercisable

at any time in its sole and absolute discretion, to redeem up to the Maximum Monthly Redemption Amount (such amount, the “Redemption

Amount”) per calendar month by providing written notice to Borrower (each, a “Redemption Notice”). For the

avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month. Upon receipt of a Redemption

Notice, Borrower shall pay the applicable Redemption Amount to Lender in cash within two (2) Trading Days.

3.2.

Limited Redemptions. Beginning on the Effective Date, if at any time thereafter a Limited Redemption Event occurs, Lender

shall have the right to submit a Redemption Notice in an amount up to the Maximum Limited Redemption Amount at any time during the applicable

Limited Redemption Window (“Limited Redemptions”). Borrower shall pay the applicable Limited Redemption amount to Lender

in cash within two (2) Trading Days of delivery of the applicable Redemption Notice. For the avoidance of doubt, Limited Redemptions will

not count toward the Maximum Monthly Redemption Amount.

4. Trigger Events, Defaults and Remedies.

4.1.

Trigger Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower

fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other

similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty

(20) days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay, or

admits in writing its inability to pay, its debts as they become due; (d) Borrower makes a general assignment for the benefit of creditors;

(e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy

proceeding is commenced or filed against Borrower and not dismissed or discharged within sixty (60) days; (g) Borrower enters into a definitive

agreement that contemplates a Fundamental Transaction that does not include as a condition to closing the full repayment of this Note,

or Borrower consummates a Fundamental Transaction where this Note is not repaid in full at the closing of such Fundamental Transaction;

(h) Borrower fails to observe or perform any covenant set forth in this Note or the Exchange Agreement; (i) any representation, warranty

or other statement made or furnished by or on behalf of Borrower to Lender herein, in any Transaction Document (as defined in the Purchase

Agreement), or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect

when made or furnished; (j) Borrower effectuates a reverse split of its Class A Shares without twenty (20) Trading Days prior written

notice to Lender, provided that Lender acknowledges having received notice of the reverse split to be effected by Borrower in 2026 as

described in Borrower’s definitive proxy statement filed with the SEC on June 2, 2026; (k) any money judgment, writ or similar process

is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $250,000.00, and

shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; (l) Borrower’s

Class A Shares are delisted from Nasdaq; or (m) the occurrence of a Series 2 Event of Default.

4.2.

Trigger Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the

Outstanding Balance by applying the Trigger Effect (subject to the limitation set forth below). Notwithstanding anything to the contrary

in this Note, Lender shall only have the right to apply the Trigger Effect on one (1) occasion.

4.3.

Defaults. At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower

demanding that Borrower cure the Trigger Event within five (5) Trading Days. If Borrower fails to cure the Trigger Event within the required

five (5) Trading Day cure period, the Trigger Event will automatically become an event of default hereunder (an “Event of Default”).

4.4. Default

Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this Note by

written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default

Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (b) – (f) of Section 4.1,

an Event of Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger

Event shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice

required by Lender for the Trigger Event to become an Event of Default. At any time following the occurrence of any Event of

Default, upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the

applicable Event of Default occurred at an interest rate equal to the lesser of fifteen percent (15%) per annum or the maximum rate

permitted under applicable law (“Default Interest”). In connection with acceleration described herein, Lender

need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may

immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other

remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to

payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment.

No such rescission or annulment shall affect any subsequent Trigger Event or Event of Default or impair any right consequent

thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available to it at law or in equity including,

without limitation, a decree of specific performance and/or injunctive relief.

Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable

obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby knowingly, voluntarily and irrevocably

waives any rights of offset, counterclaim, defense or recoupment it now has or may have hereafter against Lender, its successors and assigns,

and agrees to make the payments called for herein in accordance with the terms of this Note.

Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party

granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or

consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or

commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing. For the avoidance

of doubt, nothing in this Section 6 shall limit or modify Borrower's waivers set forth in Section 5 hereof.

Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect

to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the

application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine

the proper venue for any disputes are incorporated herein by this reference.

Arbitration of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions

(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.

Amendments. The written consent of both parties hereto shall be required for any change or amendment to this Note.

10.

Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold,

assigned or transferred by Lender to any of its affiliates without the consent of Borrower.

11.

Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be

given in accordance with the subsection of the Purchase Agreement titled “Notices.”

12.

Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions

of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’

inability to predict future interest rates and other relevant factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments,

Default Interest or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall

be deemed, liquidated damages.

13.

Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve

the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and

effect.

[Remainder of page intentionally

left blank; signature page follows]

IN WITNESS WHEREOF, Borrower has caused this Note to be

duly executed as of the Effective Date.

BORROWER:

Cloudastructure, Inc.

By:

/s/ James McCormick

James McCormick, Chief Executive Officer

ACKNOWLEDGED,

ACCEPTED AND AGREED:

LENDER:

Streeterville Capital, LLC

By:

/s/ John Fife

John Fife, President

[Signature Page to Promissory Note]

ATTACHMENT 1

DEFINITIONS

For purposes of this Note, the following terms shall have

the following meanings:

A1. “Class A Shares” means shares of

Borrower’s Class A common stock, par value $0.0001 per share.

A2. “Fundamental

Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation) any other person or

entity, (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, sell, lease, license,

assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other person or

entity, (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, allow any other

person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares

of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or persons making or party to, or

associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), (iv) Borrower or any

of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement

or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with

any other person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower

(not including any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated

with the other persons or entities making or party to, such stock or share purchase agreement or other business combination), (v) Borrower

or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify

the Class A Shares, other than an increase or decrease in the number of authorized Class A Shares, any changes to the par value per Class

A Share, and any stock split or reverse stock split, (vi) Borrower transfers any material asset to any subsidiary, affiliate, person or

entity under common ownership or control with Borrower, or (vii) Borrower pays or makes any monetary or non-monetary dividend or distribution

to its shareholders; or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and

14(d) of the 1934 Act (as defined in the Purchase Agreement) and the rules and regulations promulgated thereunder) is or shall become

the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary

voting power represented by issued and outstanding voting stock of Borrower.

A3. “Limited

Redemption Event” means that on any given Trading Day the Class A Shares trade at a price that is at least fifteen percent (15%)

greater than the Nasdaq Minimum Price for such Trading Day.

A4. “Limited

Redemption Window” means the period beginning on the date a Limited Redemption Event occurs and ending on the date that is five

(5) Trading Days after the date the Limited Redemption Event occurs. For the avoidance of doubt, more than one (1) Limited Redemption

Window may be open at the same time.

A5. “Mandatory

Default Amount” means the Outstanding Balance following the application of the Trigger Effect.

A6. “Maximum

Limited Redemption Amount” means five percent (5%) of the cumulative daily dollar trading volume on the Trading Day that a Limited

Redemption Event occurs; measured as the cumulative daily dollar trading volume on all exchanges beginning at 4:01 PM Eastern Time on

the Trading Day before the occurrence of the Limited Redemption Event and ending at 4:00 PM Eastern Time on the Trading Day during which

the Limited Redemption Event occurs.

A7. “Maximum Monthly Redemption Amount”

means $108,332.50 plus any accrued and unpaid interest.

A8.

“Nasdaq Minimum Price” means the Minimum Price as defined under Nasdaq Rule 5635(d).

A9.“Outstanding

Balance” means as of any date of determination, the original principal balance of this Note, reduced or increased, as the case

may be, pursuant to the terms hereof for payment, offset, or otherwise, accrued but unpaid interest, collection and enforcement costs

(including attorneys’ fees) incurred by Lender, transfer, stamp, and any other fees or charges incurred under this Note.

A10.

“Series 2 Certificate” means Borrower’s Certificate of Designations of Preferences and Rights of Series 2

Convertible Preferred Stock.

A11. “Series

2 Event of Default” means the occurrence of an event of default under the Series 2 Certificate.

A12.

“Trading Day” means any day on which Borrower’s principal market is open for trading.

A13. “Trigger

Effect” means multiplying the Outstanding Balance as of the date the Trigger Event occurred by ten percent (10%) and then adding

the resulting product to the Outstanding Balance as of the date the Trigger Event occurred, with the sum of the foregoing then becoming

the Outstanding Balance under this Note as of the date the Trigger Event occurred.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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