Contract analysis

1. Amended and Restated Certificate of Incorporation. The Amended and Restated Certificate of Incorporation of the Company must be filed with the Secretary of State of the State of Delaware. The Company expects to file the Amended and Restated Certificate of Incorporation on or about July 29, 2022, which is the anticipated Closing Date.

2. Federal Securities Law Filings. The Company is required to file a Form D with the U.S. Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended, within fifteen (15) days following the first sale of the Series B Preferred Stock. The Company will timely file such Form D.

3. State Securities Law Filings (Blue Sky Filings). The Company is required to make filings or notice filings under the state securities or "blue sky" laws of certain states in which the Purchasers are resident or in which the offering is deemed to take place. The Company will make all required state blue sky filings in a timely manner following the closing. Other than the foregoing, no governmental consent, approval

1. Customer Agreements The Company has entered into SaaS subscription agreements with its customers for access to and use of the Skybridge Platform. The Company's ten (10) largest customers by annual recurring revenue ("ARR") account for approximately sixty-two percent (62%) of the Company's total ARR. As of March 31, 2022, the Company's last-twelve-months ARR was $18,600,000. The Company's customer agreements are ge

2. Placement Agent Agreement The Company has entered into a Placement Agent Agreement with Compass Bridge Advisory Group LLC ("Compass Bridge"), dated on or about April 11, 2022. Under the terms of the Placement Agent Agreement, Compass Bridge agreed to act as the Company's exclusive placement agent in connection with the Series B financing. The material terms of the Placement Agent Agreement are as follows: • Placem

3. Office Lease The Company leases its principal office space at 1600 Market Street, Suite 2200, Wilmington, DE 19801 pursuant to a Commercial Lease Agreement with Market Street Properties LLC, dated September 1, 2020. The lease has an initial term of five (5) years, expiring on August 31, 2025, with one (1) option to renew for an additional three (3) year term. The current monthly base rent is $14,500 per month (app

4. Cloud Infrastructure Hosting Agreement The Company maintains a cloud infrastructure hosting arrangement with Adriatic Technologies under Meridian Technologies's standard Customer Agreement. The Company's current annual spend on Meridian Technologies is approximately $840,000. The arrangement does not constitute a long-term commitment and is terminable by either party on thirty (30) days' notice. See also Schedule

5. Employment Agreements The Company has entered into employment agreements with each of the following executive officers: • Naveen Raghavan, Co-Founder & Chief Executive Officer. Employment Agreement dated March 14, 2018. The agreement provides for at-will employment, an annual base salary (currently $275,000), eligibility for an annual performance bonus, participation in employee benefit plans, and standard confide