NASDAQ: CSAI

Remote Guarding – 24/7 live response
by trained security personnel, tightly integrated with AI monitoring for rapid intervention, risk mitigation, and documented response
to support insurance and legal defense.

Operational Intelligence – Centralized
dashboards, reporting, and alerts for property managers and enterprise security teams, driving informed decision-making, streamlined workflows,
and better alignment between security operations and overall risk management strategy.

Our platform primarily serves multifamily residential
and broader property management, with a growing presence in commercial real estate, construction, critical infrastructure, transportation
and logistics. We focus on enterprises that value safety, liability reduction, and operational efficiency, helping them realize clear
returns through fewer incidents, stronger compliance, and better protection of their tenants, assets, and brand.

1

Cloudastructure’s competitive advantage lies
in its ability to centralize security operations, leveraging AI to monitor activity at scale while seamlessly connecting to a global network
of trained security professionals. Unlike traditional hardware-bound systems, our platform eliminates on-site constraints, reduces total
cost of ownership, and allows organizations to protect what matters most with precision and confidence.

Since our founding, Cloudastructure has maintained
an entrepreneurial commitment to innovation, reliability, and customer-centric design, continually expanding its reach while reinforcing
its reputation as a trusted partner for modern security challenges. By combining state-of-the-art technology, cloud-first infrastructure,
and proactive security services, we redefine what it means to protect people and property in an increasingly complex world.

Cloudastructure was formed under the laws of the
State of Delaware on March 28, 2003. We operated as a small Silicon Valley startup until early 2021 when we raised over $35 million in
funding under Regulation A of the Securities Act. With these funds, we quickly built a sales, marketing, and support structure and achieved
a degree of early success in the property management space. We went public on the Nasdaq under ticker symbol CSAI in January 2025. As
of December 31, 2025, we have contracts with six of the top ten property management companies on the National Multifamily Housing Council’s
(“NMHC’s”) 2025 NMHC 50 list—Greystar Real Estate Partners, Asset Living, Avenue5 Residential, LLC, Cushman &
Wakefield, FPI Management, Inc., and Bozzuto. Our cloud-based solutions allow our customers to provide real-time safety and security across
their properties, while efficiently managing operations across all locations. Beyond multifamily, we have seen growth in adjacent verticals,
including construction and critical infrastructure, supported by strategic engagements with a leading national builder and a trucking
and logistics partner. We are currently focused on expanding within our existing top-tier customer locations and acquiring additional
customers in the property management (“proptech”) space, and we anticipate continuing to enter into additional new markets
in 2026.

2

Our intelligent AI solution works by sorting motion-based
footage and subsequently indexing the people, vehicles, and objects (license plates, animals, backpacks, guns, etc.) within that footage.
Eliminating static footage enables rapid search, so that property managers can rapidly search for challenges brought to their attention
by tenants. Simultaneously, our AI analytics create customizable alerts to anomalous behavior as it is occurring, such as unauthorized
access, loitering, and vandalism, and forward that behavior in seconds to live remote guards for further review. Our Remote Guarding software
enables guards to review the footage that created the alert with live view, and, should they determine unwanted activity is occurring,
they can “voice down” the perpetrator on a speaker, as well as contact security or law enforcement, thereby providing a proactive
response to crime. Based on internal data comparing the total number of actual threatening activity alerts received by our Remote Guards,
against all potentially suspicious and threatening activity alerts received by our Remote Guards, our Remote Guarding services deterred
an average of over 98% of all threatening activity for our customers in 2025. We believe AI security delivers multiple benefits for many
property owners, including, without limitation:

·
Deter crime and improve overall safety by leveraging AI-driven monitoring and rapid-response remote guarding;

·
Improve occupancy and rental rates by creating a safer, more attractive environment for residents and tenants; and

·
Reduce losses, lower onsite guard costs, and decrease insurance rates by streamlining security operations and mitigating incidents before they escalate.

We believe that our full stack solution is more
affordable, offers greater accountability, and is easier to use than the various solutions that our competitors offer. Our Remote Guarding
service bridges the line between AI and human intelligence. AI has the ability to monitor all cameras at the same time and all of the
time, a task from which humans would fatigue. By filtering out non-essential footage and only sending alerts for unusual or suspicious
activity, our guards no longer need to watch every camera constantly. This focused monitoring allows a single Remote Guard to effectively
oversee up to 50 cameras—roughly eight times more than the typical six cameras a guard can manage with traditional static surveillance—while
maintaining the same level of vigilance and response accuracy. With real-time human intervention, our Remote Guarding service can turn
video surveillance from a forensic tool, used after a crime has been committed, into a real time crime prevention tool.

How it Works

When an alert comes through, our Remote Guards
follow a series of protocols, comparing the live view to the recorded footage and utilizing AI analytics to determine confidence levels
regarding people and objects. If they determine there is a threat, they will hit the mic button on the computer screen and announce via
a networked speaker “YOU ARE ON VIDEO SURVEILLANCE WITH A LIVE AGENT AND ARE BEING WATCHED AND RECORDED!” These “talk
downs” are so effective that typically, the perpetrator will simply leave. Less than 1% of cases throughout 2025 were escalated
to law enforcement.

3

History and Development of the Company

Cloudastructure has built its reputation as a pioneer
in AI-driven security through innovation, adaptability, and a commitment to measurable results. In 2020 and 2021, we raised over $30 million
through crowdfunding, providing the capital to scale our vision. A request from our first customer in the multifamily sector set us on
a path to create the only seamless Remote Guarding software on the market—a solution that has become a defining differentiator for
our platform. This innovation naturally led to the establishment of our in-house Remote Guarding services in 2025, including operations
in India, enabling 24/7 human oversight integrated with our AI-driven system.

Today, our AI platform processes over 9 million
video feeds per day, combining human oversight with intelligent automation to deliver actionable insights, operational efficiency,
and risk mitigation across distributed sites.

Since our early days, we have earned the trust
of six of the top ten property management companies represented by the National Multifamily Housing Council, demonstrating our ability
to deliver enterprise-grade solutions that improve safety, operational efficiency, and liability management.

4

At the heart of our approach is hardware agnosticism.
By designing a platform that works with a broad array of devices, we have embraced the philosophy of “Be the brains, not the
robot,” layering our proprietary, patented computer vision AI atop mobile surveillance units and drone in 2025, and we aim to
continue to layer our AI atop other security and risk management hardware in the coming years. This will allow us to partner with device
innovators while maintaining intelligence and flexibility at the core of every solution.

Looking forward, Cloudastructure is also expanding
into new verticals, including transportation and logistics, construction, and critical infrastructure. Across all markets, we aim to integrate
emerging security technologies—from access control and sensors to robotic systems and electric security fences—always layering
our AI to provide intelligent, responsive, and layered protection. Through this combination of innovation, strategic partnerships, and
applied AI, Cloudastructure continues to define what modern, enterprise-scale security can achieve.

Overview of Our Business and Operations

Our solutions centralize the management of video
surveillance in a collection of servers that host our software and infrastructure and can be accessed over the internet (the “Cloud”).
Our Cloud-based model allows customers to scale geographically over multiple locations and standardize their security without complicated
or potentially insecure network architectures.

We offer our services and support for a monthly
subscription fee, requiring no upfront licensing costs or large capital expenditure budgets, although our customers frequently discover
they would like to upgrade their networks and cameras when they enroll with our service. In 2025, we contracted with a financing partner
who can enable these customers to do so. For Cloudastructure, the financing model reduces sales friction and provides a more scalable
path for expansion across multifamily, commercial real estate, and enterprise markets. This model offers us the following benefits:

·
Improves cash flow predictability;

·
Shortens sales cycles by reducing capital expenditure objections; and

·
Enhances attractiveness to customers with a capital-light, repeatable growth model.

The partnership is expected to accelerate Cloudastructure’s
market penetration at a pivotal time, as demand for AI-driven surveillance solutions continues to surge in response to mounting liability
pressures and heightened tenant safety expectations.

We further believe that, as we add additional AI
capabilities, we will be able to increase pricing power for our cloud-based solution.

Our Existing Products and Services

Set forth in the table below is a summary of our
existing products and services, their key features and the current target markets that they serve:

Product / Service
Description and Key Features

Cloud Service:

Cloud Video Surveillance
Video surveillance stored in the Cloud with AI Computer Vision built on Machine Learning. Key features include: Secure offsite Cloud storage. AI Computer Vision including face recognition, license plate reading, object detection and more. Multiplatform (e.g., web, phone, tablet) browser-based access.

Cloud Service:

Remote Guarding
Browser based Remote Guard call center software, allowing guards to work from any location or time zone. Key features include: customized AI alerts, real time Live View, other AI functions and more.

Guard Service:

Remote Guards
Our in-house live agents monitor incoming alerts from the AI, talk down to people onsite through networked speakers, and provide real time notifications to customers or authorities in response to any dangerous or suspicious activity. Customers can use their own guards if desired.

Product:

Cloud Video Recorder (CVR)
Our Cloud Video Recorder (“CVR”) is an internet of things (“IoT”) device that securely collects video from cameras and transmits it to our Cloud. The CVR is compatible with most existing or new cameras and stores data even if not connected to the internet.

Product:

Cameras and Speakers
We resell networked, IP-based, cameras and speakers.

Product:

Mobile Surveillance Trailer
Our Mobile Surveillance Trailer solution is a solar and battery powered video surveillance tower with wireless broadband that connects to our Cloud Video Surveillance and Remote Guarding services.

New Product:

Mobile Surveillance Trailer with Drone

Our Mobile Surveillance Trailer with drone provides rapid, on-site security coverage by delivering real-time drone-enabled, wireless surveillance from a portable, self-contained trailer.

New Product:

Solar Powered Enclosure

Our solar-powered enclosure delivers reliable surveillance in remote locations with limited power and no internet, powering and streaming securely through solar energy and edge-enabled connectivity.

5

Select High-Level Product and Service Features

Select high-level features currently available
with some of our products and services include:

Tagger

Our Tagger technology generates tags for every
object it can identify in a surveillance video. For example, “animal” or “person” or “vehicle.” Enabling
our customer search surveillance videos by tag. For example, a customer can search by “person” and see only surveillance videos
with people in them.

6

License Plate Reading

Our License Plate Reading technology reads license
plates and then we can search surveillance videos for those license plates.

Facial Recognition

Our premium feature Facial Recognition technology
detects faces and then recognizes those faces. Customers can search for a known person in a database of faces (e.g., conducting a search
for an employee named John Doe) or unknown person tagged by the system (e.g., Unknown123). Our system also employs “supervised learning”
technologies, which allows our team and the end users to provide feedback on facial recognition accuracy. For example, the system can
be taught “that’s not Dave, that’s John”, improving accuracy significantly over less advanced systems. Customers
can also switch off this feature for jurisdictions that ban facial recognition technology.

7

Line Crossing

Our Line Crossing technology can “draw”
a virtual line across a camera’s field of view, or a zone around any area (e.g. a door) where a customer wants to restrict access.
This restriction can be set for specific time periods such as after hours. If the line is crossed or the zone is entered, an alert will
be sent to the user and/or remote guards. The technology also possesses directional awareness, so for example, if a customer wishes to
only receive an alert when someone enters the pool or enters a parking garage after hours, they can customize and reduce the number of
alerts they receive.

Remote Guarding

Our cloud-based Remote Guarding solution is seamlessly
integrated with our AI-driven surveillance platform to enhance the efficiency, scalability, and effectiveness of remote security monitoring.

·
Our artificial intelligence continuously analyzes video feeds across all connected cameras in real time.

·
The platform combines automated detection with human oversight, enabling Remote Guards to focus only on events that require review or intervention rather than continuously monitoring static video feeds.

·
When the AI identifies activity that may require attention, it automatically alerts a Remote Guard and presents the relevant video and contextual information.

·
This event-driven monitoring approach enables a single Remote Guard to oversee significantly more cameras than is possible with traditional guard monitoring while maintaining effective situational awareness.

8

·
The Remote Guard can then review the event in real time, determine whether intervention is necessary, and escalate the response as appropriate, including:

·
Communicating with individuals on-site through integrated speaker systems;

·
Notifying customer-designated on-site personnel when warranted; and

·
Contacting emergency services when required.

This event-driven monitoring model allows customers
to enhance security coverage while reducing reliance on costly traditional on-site guard staffing, which can result in lower operating
costs and improved consistency of monitoring across multiple locations.

Advanced Video Processing Software

As part of our core service, Cloudastructure released
a breakthrough video processing technology for our Cloud Video Recorders (CVRs), which dramatically reduces bandwidth requirements by
eliminating the need for transcoding, while also lowering CPU utilization on the CVR itself. This advancement enables customers to support
significantly more cameras per unit, resulting in lower deployment costs, simplified site operations, and an enhanced overall customer
experience.

Other Specialized Features

Our products and services employ advanced technology,
such as:

·
AI and machine learning to simultaneously decrease false positives and false negatives, improving overall accuracy;

·
Lower light, lower contrast and lower resolution computer vision abilities;

·
Persistent computer vision, whereby previous and future frames provide context for the analysis of the current frame;

·
Increased granularity in search sensitivity on a per object basis; and

·
Reducing latency for real-time operation like alerts for our Remote Guarding services.

Our Product and Service Installation and Delivery Processes

Our typical product and service installation and
delivery process is as follows:

First, we install our custom, on-premises CVR,
which integrates with a customer’s existing surveillance cameras, is network-secure, and only requires a power source and an Ethernet
connection. The CVR replaces traditional network video recorders (NVRs) or other recording devices.

Our CVR then sends all motion viewed by a customer’s
surveillance cameras to our Cloud-based systems. Once a customer’s video is on our Cloud, we have a unique advantage over most on-premises
solutions in that we can run our customer’s surveillance video through powerful computational devices—e.g., NVIDIA ® GPU
clusters—which would be impractical and cost-prohibitive for customers to deploy on site. We operate our services through both Cloudastructure-owned
facilities and third-party facilities (e.g., Amazon Web Services and Google Cloud Platform).
Our machine learning software can see across countless cameras more efficiently than humans ever could.

9

Next, our Cloud-based system indexes objects and
faces in a customer’s surveillance video. This means that the video can be searched by tag, for example: “person,” “animal,”
“vehicle,” etc. and even by individual faces.

Once our Cloud-based system detects a person, it
will attempt to match that person’s face to a face in our database, which allows us to potentially identify a specific person, name,
and face.

As part of our product and service installation
and delivery process, we also provide comprehensive customer onboarding and training to make sure that our customers know how to use our
services most effectively.

For customers that also take advantage of our Remote
Guarding services, we can set up alerts based on a variety of custom triggers, such as a perimeter being crossed (e.g., someone walking
into a restricted area), or movement detection within a designated zone (e.g., tracking to see if anyone enters a swimming pool) with
alarms set to any period of the day that our customer would like (e.g., alerts could be set to detect anyone in the pool between 10 PM
and 6 AM). Our remote guards monitor customer alarms and warn off intruders in real time (if a speaker is installed) and notify the appropriate
response group (law enforcement or otherwise, depending upon the situation) as appropriate. Our Remote Guarding services provide our customers
with an opportunity for significant savings when compared to the cost of an on-site physical guard.

Our Reporting Segment

As of December 31, 2025, we have organized our
operations into one reporting segment, focused on cloud-based AI video surveillance and remote guarding security services, based on the
way we organize and evaluate our business internally.

Our Business Model

We operate under a Cloud services delivery model.
We have found that we can compete most effectively with industry incumbents by pricing our products and services on a per camera per year
basis. We believe that under this model, we can generate greater recurring revenue than our competitors while simultaneously providing
a lower total cost of ownership to our customers. In addition, by leveraging our AI features, we are able to achieve security guard-level
pricing for our Remote Guarding services, which can be 400% or more than we achieve with our surveillance service alone.

We deliver a one-stop security solution to our
customers, which we believe provides greater quality control over the entire product and service installation and delivery processes.
If an installer is required (typically for additional cameras, speakers and conduit/cable), we bundle these services using our trusted
partners. In terms of hardware, in addition to our CVR, we also sell cameras and speakers, which are often required at each location.

10

Our Market

Our market is growing. The global physical security
market is expected to grow from approximately $182.5 billion in 2025 to approximately $366.2 billion by 2034, implying a healthy compound
annual growth rate of just over 8% as organizations invest in systems, services, and infrastructure to protect people, property, and data.
Within this broader security spend, perimeter and infrastructure-focused solutions are a major pillar, one reflecting sustained demand
for video-centric solutions that harden facilities and critical assets. These data points underscore a large, expanding addressable market
for companies like ours that provide integrated physical security, video surveillance, and related services.

11

AI-enabled video surveillance is one of the fastest-growing
segments of this ecosystem and is expected to significantly outpace growth in the broader monitoring market as analytics move from simple
recording to automated understanding of scenes. Industry research forecasts that the AI in video surveillance industry will grow from
approximately $3.9 billion dollars in 2024 to roughly $12.5 billion by 2030, a compound annual growth rate of 21.3% driven by computer-vision
capabilities that our solution offers, including object detection, facial recognition, activity analysis, and anomaly detection. By processing
the more than one billion cameras deployed globally and the trillions of minutes of video those devices generate, these AI systems transform
video from a reactive forensic tool into a proactive detection and response layer that can flag suspicious behavior, automate routine
monitoring, and enable intervention before incidents escalate.

12

In parallel, remote monitoring and “remote
guarding” are emerging as a structural growth vector as enterprises blend human and artificial intelligence and migrate workloads
to the cloud. Industry sources project steady expansion of the global remote monitoring market, with enterprises increasingly shifting
video storage and management to cloud-based video management systems. As organizations adopt cloud and hybrid deployment models for security
and seek to reduce manned guarding hours while improving coverage, AI-driven remote monitoring is positioned to capture an increasing
share of budgets that have historically gone to on-site guards, suggesting a long-term mix shift from traditional guarding to technology-enabled
remote guarding and monitoring services within the overall security market.

13

We are primarily focused on the multi-family and
commercial property markets. Coherent Market Insights estimates that the global proptech market will be worth approximately $44.9 billion
in 2025, marking an inflection point as real estate owners, operators, and investors accelerate adoption of digital tools across the property
lifecycle with security at the most accelerated pace. According to the same study, the market is projected to grow at a 15% compound annual
rate from 2025 to 2032, reaching approximately $119.5 billion by 2032 as software, data, and automation become embedded in core real estate
workflows.

The report attributes this expansion to increasing
digitization and automation of building systems, rising demand to enhance tenant experience and operational efficiency, and growing reliance
on data-driven insights in real estate decision-making. It highlights especially strong adoption in commercial properties, which are expected
to account for about 56% of proptech spending in 2025, and notes that cloud-based deployments will dominate due to their scalability,
remote-management capabilities, and ability to integrate with IoT and AI technologies.

Cloudastructure contracts with both the ownership
and asset management groups of large multi-family properties such as Greystar Real Estate Partners, Avenue5 Residential, LLC, Cushman
& Wakefield, BH Management Services, LLC, FPI Management, Bozzuto, and more, each with portfolios of properties in the several hundreds,
if not thousands. These groups are looking for cloud-based advanced AI and remote guarding services to increase the security of their
properties and improve the overall tenant experience. Security is often one of the most frequently cited problems at multi-family properties
as it can lead to higher costs from increased vacancy rates, poor reviews from residents, and rising insurance rates.

Although we are primarily focused on the multi-family
real estate and commercial property markets, we think it is noteworthy that video surveillance systems can be used in nearly any environment.
In our view, security and surveillance are necessary for nearly all organizations worldwide. Governments, enterprises, financial institutions
and healthcare organizations are all expected or required to have a certain level of security and monitoring measures. As a result, there
has been an increase in the demand for security applications, such as video surveillance to monitor and record borders, ports, transportation
infrastructure, cities, corporate houses, educational institutes, public places, buildings and others, which is expected to drive the
video surveillance market growth globally.

With a technological solution that uses AI, machine
learning and digitization of data, Cloudastructure is capitalizing on this growing market need for an end-to-end centralized security
system by expanding into vertical markets such as construction, transportation and logistics, and critical infrastructure.

Our Competition

Entities with competing solutions include: Avigilon
(a subsidiary of Motorola Solutions, Inc.), Milestone Systems A/S (a Canon Inc. subsidiary), Verkada, Inc., Tyco Integrated Security LLC
(a business unit of Johnson Controls International plc) and ECam (which recently purchased Stealth Monitoring, Inc.). The markets for
our products and services are highly competitive, and we are confronted by aggressive competition in all areas of our business. These
markets are characterized by frequent product introductions and rapid technological advances that have substantially increased the capabilities
and use of AI security and cloud-based video surveillance.

Principal competitive factors important to us include
price, product features, relative price/performance, product quality and reliability, design innovation, a strong third-party software
and accessories ecosystem, marketing and distribution capability, service and support and corporate reputation.

14

Our Customer Base

We focus on selling our products and services in
the multi-family and commercial property management markets. In our experience, these markets are close-knit and relationship-based, with
sales being highly reliant on word-of-mouth recommendations and customer testimonials. Larger property management firms in these markets
are very protective of their reputations and often require a meaningful amount of diligence before selecting new, significant vendors.
As part of that diligence process, property management firms almost always require references in the form of existing customer interviews
and will likewise generally serve as references to other property management firms for services that they use and enjoy. In our experience,
as a newer market entrant, establishing a strong customer list is a critical requirement to ramp up sales and an important metric used
by property management firms when evaluating a prospective vendor. As of the date of this Form 10-K, we have been vetted through an extensive
diligence process by, and signed contracts with, some of the largest property management and ownership groups in the markets in which
we operate. Now that we have landed 6 of the top 10 property management firms (based on National Multifamily Housing Council’s 2025
NMCH 50 list) as clients, as well as many mid-tier property management firms, our strategy is to expand our relationships with these accounts
with the goal of becoming the standardized AI security solution across their entire portfolios.

For the year ended December 31, 2025, Hasta Capital
accounted for approximately 17%, RV Mobile Power accounted for approximately 17%, Federal Capitol Partners accounted for approximately
6%, and Greystar accounted for approximately 5% of our revenues, respectively. As of December 31, 2024, SunRoad Enterprises accounted
for approximately 18%, Fairfield Properties accounted for approximately 9%, Wingate accounted for approximately 9%, and RV Mobile Power
accounted for approximately 7% of our revenues, respectively. Other of our customers include the following, with the approximate percentage
of revenue generated by each as of December 31, 2025, noted next to their names:

● Greystar Real Estate Partners* – 5%

● Cushman & Wakefield* – 1%

● Avenue5 Residential, LLC* – 2%

● Federal Capital Partners – 6%

● CONAM Management – 4%

● The Wolff Company – 2%

● Wingate – 4%

● Fairfield Properties – 4%

● SunRoad Enterprises – 4%

● RVMP – 17%

● The Breeden Company – 2%

● Gold Crown Management, Inc. – 2%

● Maiker Housing Partners – 3%

● Amurcon – 2%

● Pacific Urban Investors – 2%

*Top 10 property management company on the National Multifamily
Housing Council’s 2025 NMCH 50 list.

15

Select Customer Accolades

“Our package thefts have disappeared
almost entirely, which is amazing!”

—Zahra Alhisnawi, CONAM

“We are able to stop a crime if it’s
in progress!”

—Britney Kalberer, VP Kalberer Properties

“...A gate was damaged multiple times.
With Cloudastructure, we were able to identify the responsible party and recover the funds.”

—Alex Allione, Asset Manager CONAM

“I was able to open the platform on
my laptop at home, see who was there [at the pool] ... and resolve the situation right away. I absolutely love it. Five stars on
the whole thing.”

—Morgan Kottowitz, American Landmark

Typically, our customers pay up front annually
for services and sign our subscription and remote guarding agreements which govern the terms of service. Some of our larger customers
require monthly billing arrangements. We allow cancellation of our services at any time unless a 3-year contract is signed, in which case
penalties occur. Specifically, for CONAM, our agreement operates on a month-to-month basis and may be terminated by either party upon
30 days’ written notice. Immediate termination is possible under circumstances like non-payment or insolvency. For SunRoad, pricing
is structured around an annual commitment, with services prepared and prepaid on an annual basis, and similarly, either party may terminate
the agreement upon 30 days’ written notice without penalty. Additionally, we may terminate the agreement if SunRoad fails to pay
fees or becomes insolvent. While these agreements are nominally annual contracts that auto-renew, they remain cancellable without penalty,
as noted. We do not believe that we are substantially financially dependent on our relationship with any of our customers. Our remote
guarding agreements focus on utilizing advanced technology, such as AI-driven surveillance and real-time monitoring, to actively protect
property and escalate security incidents to law enforcement. In contrast, our subscription agreements are designed to give customers access
to our broader suite of services, including video storage, real-time viewing, and account management features. While both agreements have
similar legal structures, the remote guarding agreements are more specialized, emphasizing physical security and monitoring services.
Our ideal customer for our solutions is an enterprise business with multiple locations in the multi-family real estate and commercial
market space. The material terms of our remote guarding and subscription agreements are summarized below.

Remote Guarding Agreement

The remote guarding agreement includes strict confidentiality
provisions, defining “Confidential Information” to encompass all business, financial, and personal details of the customer
and related parties, including any recordings made during our services. We agree not to disclose this information without written consent,
except as required by law. All intellectual property developed or used under the agreement remains the exclusive property of us and our
subcontractors. Late payments incur interest at 1.5% per month, and the customer is responsible for collection costs, including legal
fees. We reserve the right to suspend services for non-payment. The agreement operates on a month-to-month basis, terminable by either
party with 30 days’ notice. Immediate termination may occur if the customer fails to pay, becomes insolvent, or enters bankruptcy.
Liability is limited, with us and our affiliates not responsible for any indirect, incidental, punitive, special, or consequential damages,
and total liability is capped at fees paid in the preceding 12 months. We make no warranties regarding the services provided, including
any implied warranties of merchantability or fitness for a particular purpose. If the customer feels that the service is not meeting agreed-upon
levels, they may notify us, and then we have 30 days to remedy the situation. If unresolved, the customer will not be responsible for
fees from the time of notice until the issue is resolved. Disputes are resolved through arbitration in San Francisco under JAMS rules,
though provisional remedies may be sought in court.

16

Subscription Agreement

The terms of our subscription agreement stipulate
that any disputes will be resolved through binding arbitration, with both parties waiving the right to a jury trial. Subscribers agree
to a subscription service with automatic recurring payments and must ensure payment information is kept current. If a subscriber’s
account is delinquent, we reserve the right to suspend access. We grant subscribers a non-transferable license to use our services, subject
to compliance with applicable laws and our terms. All intellectual property remains ours, and subscribers are prohibited from unauthorized
use or distribution of our materials. Third-party components may be integrated into the service, but we are not responsible for third-party
content or software. Prohibited conduct includes unauthorized access, violation of intellectual property rights, and interference with
security features. The agreement can be terminated by either party with 30 days’ notice, and we reserve the right to modify or discontinue
services without liability for service changes. Subscribers are responsible for indemnifying us for any unauthorized use, while we indemnify
subscribers for intellectual property infringement claims. The service is provided “as is,” and we disclaim all implied warranties,
limiting our liability to the fees paid in the prior 12 months. We do not assume liability for indirect, consequential, or punitive damages.
Additionally, the terms of sale specify that products are sold under FCA (Free Carrier) terms, with title passing upon delivery to the
carrier. We retain a security interest in the products until payment is received in full. Subscribers are responsible for complying with
U.S. export control laws, sanctions, and anti-corruption regulations, and must not sell or promote our products through unauthorized means,
including illegal platforms. Any returns are subject to a 20% restocking charge, and late payments incur interest at a rate of 5% per
month.

Our Employees

As of December 31, 2025, we had 52 full-time equivalent
employees and 2 part-time employees. We also use a considerable number of globally-sourced contractors from high-value regions such as
India, Brazil and Eastern Europe who are not included in our employee count. None of our employees are represented by labor unions or
covered by collective bargaining agreements. We consider the relationship with our employees to be good. We generally enter into agreements
with our employees that contain confidentiality provisions to control access to, and invention or work product assignment provisions to
clarify ownership of, our proprietary information.

Outsourcing

We currently outsource a number of our key functions
to third parties, including some software development, legal and payroll.

In addition, we host our services on cloud platforms
provided by Google LLC and Amazon.com, Inc. There are a number of alternative cloud providers that we could also utilize if necessary.
We have been moving more of our services to our own computers in co-location facilities to achieve the same result at lower costs.

Suppliers

We currently utilize third-party suppliers of standard,
off-the-shelf computers onto which we install software to turn them into our cloud video recorders. To date, we have bought computers
primarily through Amazon.com Inc., Exxact Corporation, and Newegg Commerce, Inc., but there are a large number of other suppliers from
whom we could source these computers should we have to source from alternative providers for any reason. Similarly, we source cameras
and speakers primarily from Shenzhen Sunell Technology Corporation, but there are a large number of suppliers from whom we could source
for these cameras and speakers should we have to source from alternative providers for any reason.

17

Strategic Acquisitions

Our core focus is to grow Cloudastructure organically.
However, we may selectively evaluate strategic acquisition opportunities that would allow us to expand our footprint, broaden our client
base and deepen our product and service offerings. We believe there can be meaningful synergies that result from acquiring small companies
that provide unique solutions and opportunities for the Company and our clients. Integrating these solutions into our broader technology
and client base and integrating acquisitions into our plan of operations may potentially result in revenues and cost synergies. In 2022,
we completed acquisitions of two businesses: Visionful Holding Inc., a company that provided smart parking solutions for transit providers,
and Infrastructure Proving Grounds, Inc., an internet-of-things cybersecurity company. However, we are not currently utilizing the assets
we acquired from these businesses in our core operations. As of the date of this Form 10-K, we have not acquired any other businesses
and are not currently pursuing any other acquisitions.

Regulatory Environment

We are subject to a number of U.S. federal and
state and foreign laws and regulations that involve matters central to our business. These laws and regulations involve privacy, data
protection, intellectual property, competition, consumer protection and other subjects. Although our business is not currently subject
to licensing requirements in any of the jurisdictions in which we operate, this does not mean that licensing requirements may not be introduced
in one or more jurisdiction in which we operate. Any such licensing requirements, if introduced, could be burdensome and expensive or
even impose requirements that we are unable to meet.

In the ordinary course of business, we and customers
using our solutions access, collect, store, analyze, transmit and otherwise process certain types of data, including personal information,
which subjects us and our customers to certain privacy and information security laws in the United States and internationally, including,
for example, the California Consumer Privacy Act (the “CCPA”), and the California Privacy Rights Act (the “CPRA”),
which significantly amended the CCPA and imposes additional data protection obligations on companies doing business in California, including
additional consumer rights processes and opt outs for certain uses of sensitive data, and significant data privacy and potential statutory
damages related to data protection for the data of California residents.

The CPRA also created a new California data protection
agency specifically tasked to enforce the law, which will likely result in increased regulatory scrutiny of California businesses in the
areas of data protection and security and may increase our compliance costs and potential liability. In addition to the CCPA, numerous
other states’ legislatures have passed or are considering similar laws that will require ongoing compliance efforts and investment.
For example, Virginia passed the Virginia Consumer Data Protection Act, and Colorado passed the Colorado Privacy Act, both of which differ
from the CPRA and became effective in 2023. Similar laws have been proposed in other states as well and at the federal level. Other international
laws are also in place or pending, and such laws may have potentially conflicting requirements that would make compliance challenging.

Under these data protection and privacy laws, we
and our customers are required to maintain appropriate technical and organizational measures to ensure the security and protection of
personal data and information, and we must comply (either directly or indirectly in support of our customers’ compliance efforts,
as may be provided for the agreements we enter into with our customers) with a number of requirements with respect to individuals whose
personal data or information we collect and process. Many of these laws and regulations are still evolving and being tested in courts
and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations
are often uncertain, particularly in the new and rapidly evolving industry in which we operate.

Intellectual Property

We do not have any patents or trademarks on which
our business relies. We have engaged intellectual property counsel and pursue intellectual property filings that we and our counsel deem
appropriate.

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We rely on confidentiality procedures, contractual
commitments, and other legal rights to establish and protect our intellectual property. We generally enter into agreements with our employees
and consultants that contain confidentiality provisions to control access to, and invention or work product assignment provisions to clarify
ownership of, our proprietary information.

Available Information

Holders of shares of our Class A common stock may
obtain copies of our filings with the SEC, free of charge, from the SEC’s website, www.sec.gov, or from our website, www.cloudastructure.com.

The contents of our website are solely for informational
purposes and the information on our website is not part of or incorporated by reference into this Form 10-K.

From time to time we may use our website as a distribution
channel for material company information, accordingly investors should monitor our website in addition to following our press releases
and SEC filings.