Contract analysis

1. Correspondence to the Agreement. These Disclosure Schedules correspond to the representations and warranties set forth in Article III of the Agreement. Each Schedule is numbered to correspond to the section number of the applicable representation or warranty in the Agreement. For example, Schedule 3.01 corresponds to Section 3.01 of the Agreement, and so forth. To the extent that the numbering convention set forth

2. Completion Requirements. The Company shall complete all blank fields and provide all requested information, documents, and attachments as indicated in each Schedule. Where a Schedule calls for a table or list, the Company shall populate every column and row as applicable. Where a Schedule indicates that the Company should state "None" if no items are disclosable, the Company shall affirmatively insert the word "No

3. Cross-References and Deemed Disclosure. Disclosure of any item on a particular Schedule shall be deemed disclosed with respect to all other Schedules to the extent the relevance of such disclosure to such other Schedule is reasonably apparent on the face of such disclosure. Notwithstanding the foregoing, the Company is encouraged to cross-reference items on each Schedule where applicable, and the Company's failure

4. No Admission of Materiality. The inclusion of any item on a Schedule shall not be deemed an admission that such item is material or would constitute a breach of any representation or warranty contained in the Agreement. Certain items may be disclosed herein solely for informational purposes or out of an abundance of caution. The fact that an item is disclosed shall not be used to interpret the scope of any represe

5. Defined Terms. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement, unless the context clearly requires otherwise. References to "dollars" or "$" shall mean United States dollars unless otherwise specified.

6. Headings. The headings contained herein are for reference purposes only and shall not affect the meaning or interpretation of these Disclosure Schedules. The headings do not limit or expand the scope of the information to be disclosed under any particular Schedule.

7. Document Attachments. The Company shall attach copies of all referenced documents as exhibits to the applicable Schedule where indicated. All such attachments shall be clearly labeled with the applicable Schedule number and a sequential exhibit number (e.g., "Schedule 8(a) — Exhibit 1"). To the extent that a document is relevant to more than one Schedule, it need only be attached once, provided that it is cross-re

8. Materiality and Knowledge Qualifiers. Disclosure is being made regardless of whether the applicable representation or warranty is qualified by materiality, Material Adverse Effect, or similar qualifiers. The Company should not limit its disclosure to items that exceed any particular materiality threshold, but rather should err on the side of over-inclusion.

9. Ongoing Obligation. The Company acknowledges its obligation under the Agreement to update these Disclosure Schedules through the delivery of a Bring-Down Certificate at or prior to the Closing Date, to the extent that any information set forth herein has changed or become inaccurate in any material respect between the date hereof and the Closing Date. The form of Bring-Down Certificate is attached hereto as Exhibi

10. Review and Verification. The Company's legal counsel and authorized officers should review each completed Schedule for accuracy and completeness prior to delivery to the Purchaser. The Purchaser's review of, or failure to object to, any item disclosed herein shall not constitute a waiver of any right or remedy under the Agreement. SCHEDULE 1 — ORGANIZATION, GOOD STANDING, AND QUALIFICATION Schedule 3.01 — Organiz

2. Jurisdictions of Foreign Qualification The Company is qualified to do business as a foreign corporation in the following jurisdictions:

3. Jurisdictions Where Qualification Is Required but Not Yet Obtained [Insert description of any jurisdiction where the Company conducts business or owns property sufficient to require qualification as a foreign corporation but has not yet obtained such qualification, or state "None."]

4. Required Attachments The Company shall attach the following documents to this Schedule 1: (a) Restated Certificate of Incorporation (as amended to date), certified by the Secretary of State of Delaware; (b) Bylaws (as amended to date), certified by the Secretary of the Company; (c) Certificate of Good Standing from the State of Delaware, dated within thirty (30) days of the date hereof; and (d) Certificates of Goo

Section 3(a) — Authorized and Outstanding Capital Stock Instructions: Provide the authorized capital stock of the Company, including each class and series, and the number of shares authorized, issued, and outstanding as of the date hereof. Include Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and the proposed Series D Preferred Stock (on a post-closing basis). This table

Section 3(b) — Stockholders Instructions: List each stockholder of the Company (including individual holders, institutional investors, trusts, and entities), the class and series of stock held by such stockholder, and the number of shares held. Provide each holder's percentage ownership on both a class basis and a total fully diluted basis. "Fully diluted" for purposes of this Schedule means all outstanding shares of

Section 3(c) — Options, Warrants, and Convertible Securities Instructions: List all outstanding options, warrants, convertible notes, SAFEs, or other rights to purchase or receive shares of the Company's capital stock, whether or not currently exercisable or vested. Include details regarding the Company's equity incentive plan(s), including the total number of shares reserved under each plan, the number of shares sub

Section 3(d) — Preemptive Rights, Rights of First Refusal, and Other Rights Instructions: Describe any preemptive rights, rights of first refusal, co-sale rights (or tag-along rights), drag-along rights, registration rights (including demand registration rights and piggyback registration rights), anti-dilution rights (including broad-based weighted-average or full-ratchet anti-dilution protections), or similar rights

Section 3(e) — Stock Transfer Restrictions Instructions: List any restrictions on transfer applicable to any shares of the Company's capital stock, including lock-up agreements, market standoff agreements, right of first refusal provisions in favor of the Company, or other contractual transfer restrictions. Identify the agreement(s) imposing such restrictions, the shares subject thereto, and the material terms of suc

Section 5(a) — Financial Statements Delivered Instructions: List all financial statements of the Company that have been delivered or made available to the Purchaser in connection with the transactions contemplated by the Agreement. Indicate whether each set of financial statements is audited or unaudited, the identity of the independent auditor (if applicable), and the date on which such financial statements were del

Section 5(b) — Exceptions to GAAP Compliance Instructions: Describe any known exceptions to the Company's financial statements' compliance with generally accepted accounting principles ("GAAP") as applied in the United States, consistently applied throughout the periods covered by such financial statements. This includes, without limitation, any departures from GAAP recognition, measurement, classification, or disclo

Section 5(c) — Off-Balance Sheet Liabilities and Contingent Obligations Instructions: Describe any material liabilities, obligations, or commitments of the Company (whether absolute, accrued, contingent, or otherwise) that are not reflected in the most recent financial statements delivered to the Purchaser. This includes, without limitation, contingent liabilities arising from pending or threatened litigation, guaran

Section 7(a) — List of Material Contracts Instructions: List all material contracts, agreements, arrangements, and commitments (whether written or oral) to which the Company is a party or by which the Company or any of its assets are bound. For purposes of this Schedule, "material contracts" include, without limitation, the categories of agreements listed below. The Company should err on the side of over-inclusion. A

Section 7(b) — Defaults and Breaches Instructions: Describe any known breaches, defaults, or events of default (or any event that, with the giving of notice, lapse of time, or both, would constitute a breach, default, or event of default) under any material contract to which the Company is a party. Include the identity of the contract, the nature of the breach or default, any cure period or remediation steps taken, a

Section 7(c) — Contracts Requiring Third-Party Consent Instructions: List any material contracts that require consent, waiver, or notice to any counterparty in connection with the consummation of the transactions contemplated by the Agreement (including, without limitation, any change of control, anti-assignment, or consent-to-transfer provisions). [If none, state "None."] SCHEDULE 8 — INTELLECTUAL PROPERTY Schedule

Section 8(a) — Owned intellectual Property Instructions: List all intellectual property owned by the Company, whether registered, applied for, or unregistered. This includes patents and patent applications, trademarks and service marks (including common law marks), copyrights, domain names, and trade secrets that are material to the conduct of the Company's business. Patents and Patent Applications Trademarks and Ser

Section 8(b) — Licensed intellectual Property Instructions: List all intellectual property licensed to the Company by third parties, including proprietary software licenses, commercial off-the-shelf (COTS) software licenses, patent licenses, trademark licenses, and open-source software components used in the Company's products or services. For open-source software, identify the applicable license type (e.g., MIT Lice

Section 8(c) — Outbound Licenses Instructions: List all intellectual property licenses granted by the Company to third parties, other than standard end-user license agreements ("EULAs") entered into in the ordinary course of business with the Company's customers on the Company's standard form. Include any exclusive licenses, source code escrow arrangements, OEM licenses, reseller licenses, or other non-standard licen

Section 8(d) — IP Assignments Instructions: Describe any agreements under which the Company has acquired intellectual property from any third party, including founders, employees, independent contractors, consultants, or other entities. Include the identity of the assignor, a description of the intellectual property assigned, the date of assignment, and any material terms or conditions of the assignment (including an

Section 8(e) — IP Disputes and Infringement Claims Instructions: Describe any pending or, to the Company's knowledge, threatened claims, disputes, demands, or proceedings relating to the Company's intellectual property, including (i) allegations that the Company's products, services, or technology infringe, misappropriate, or otherwise violate the intellectual property rights of any third party, (ii) allegations that

Section 10(a) — Tax Returns Instructions: List all jurisdictions (federal, state, local, and foreign) in which the Company has filed or is required to file tax returns, including income tax returns, franchise tax returns, sales and use tax returns, property tax returns, employment tax returns, and any other material tax returns.

Section 10(b) — Tax Deficiencies, Audits, and Disputes Instructions: Describe any pending or proposed tax assessments, deficiencies, adjustments, audits, examinations, or disputes with any taxing authority. Include the identity of the taxing authority, the tax years involved, the nature and amount of any proposed assessment or deficiency, and the current status of any audit or dispute. [Insert description of any tax

Section 10(c) — Tax Liens Instructions: Describe any tax liens (whether federal, state, local, or foreign) that have been filed against the Company or any of its assets. Include the taxing authority, the amount of the lien, the assets encumbered, and the current status. [Insert description of any tax liens, or state "None."]

Section 10(d) — Tax Elections and Agreements Instructions: List any material tax elections that the Company has made or agreed to make, including elections under Section 338 or Section 83(b) of the Internal Revenue Code, and any tax rulings, closing agreements, advance pricing agreements, or similar arrangements with any taxing authority. [Insert description of any material tax elections or agreements, or state "None

Section 10(e) — Withholding Compliance Instructions: Describe any known failures by the Company to withhold or remit taxes as required by applicable law, including federal, state, and local income tax withholding, employment taxes (FICA, FUTA), and backup withholding obligations. Include any notices received from taxing authorities regarding withholding deficiencies. [Insert description of any withholding compliance

Section 11(a) — Employees Instructions: Provide the total number of full-time employees, part-time employees, and independent contractors of the Company as of the date hereof. List all officers and key employees of the Company, including each individual's title, start date, current compensation (base salary, bonus target, and equity grants), and whether such individual is subject to a written employment agreement. Em

Section 11(b) — Employee Benefit Plans Instructions: List all employee benefit plans, programs, policies, and arrangements maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of current or former employees, officers, directors, or independent contractors (or their dependents or beneficiaries). This includes, without limitation, health insurance, dental insurance, vis

Section 11(c) — Labor Relations Instructions: Describe any collective bargaining agreements to which the Company is a party, any union representation of the Company's employees, any pending or threatened labor disputes or work stoppages, and any unfair labor practice charges or complaints filed against the Company with the National Labor Relations Board or any other labor relations agency. [Insert description of any

Section 11(d) — Employment Claims and Disputes Instructions: Describe any pending or, to the Company's knowledge, threatened employment-related claims, disputes, charges, or proceedings against the Company, including charges filed with the Equal Employment Opportunity Commission (EEOC) or any state or local fair employment agency, complaints filed with the Occupational Safety and Health Administration (OSHA), wage an

Section 11(e) — WARN Act Instructions: Describe any plant closings, mass layoffs, relocations, or reductions in force implemented by the Company within the past two (2) years that may implicate the Worker Adjustment and Retraining Notification Act (the "WARN Act") or any analogous state or local law. Include the date of the event, the number of employees affected, the location(s) involved, and whether the requisite n

Section 12(a) — Legal Compliance Instructions: Describe any known violations of, or failures to comply with, any applicable federal, state, local, or foreign law, regulation, ordinance, rule, order, judgment, injunction, or decree, including any notices of violation, citations, fines, penalties, or corrective action orders received from any governmental authority. Include violations relating to employment and labor,

Section 12(b) — Permits and Licenses Instructions: List all material permits, licenses, authorizations, registrations, certifications, and approvals held by the Company and required for the conduct of its business as currently conducted. Identify any permits or licenses that are pending renewal, subject to conditions or restrictions, or that may be affected by the transactions contemplated by the Agreement (including

Section 15(a) — Owned Real Property Instructions: List all real property owned (in fee simple or otherwise) by the Company, including the street address, county, state, legal description (or reference thereto), and any encumbrances, liens, easements, or restrictions on such property. [Insert description of any owned real property, or state "None."]

Section 15(b) — Leased Real Property Instructions: List all real property leased, subleased, or otherwise occupied by the Company, including the street address, the identity of the landlord or sublandlord, the lease term (including commencement and expiration dates), monthly rent, renewal options, security deposit amounts, and any material terms or conditions. Required Attachments: The Company shall attach complete c

Section 18(a) — Indebtedness Instructions: List all indebtedness for borrowed money of the Company, whether secured or unsecured, including revolving credit facilities, term loans, lines of credit, capital leases, finance leases, promissory notes, convertible notes (to the extent not already disclosed on Schedule 3), venture debt, equipment financing, guarantees of the obligations of third parties, and any other fina

Section 18(b) — Liens and Encumbrances Instructions: List all liens, mortgages, pledges, security interests, charges, and other encumbrances on the Company's assets (whether tangible or intangible), other than those disclosed in Section 18(a) above. Include UCC financing statements filed against the Company, judgment liens, mechanic's liens, and any other encumbrances. For each lien or encumbrance, identify the secur

Section 22(a) — Top Customers Instructions: List the Company's top fifteen (15) customers by revenue for the most recent twelve-month period, including each customer's name, the revenue generated from such customer during such period, the percentage of the Company's total revenue attributable to such customer, and the expiration date of the applicable contract (if any).

Section 22(b) — Top Suppliers / Vendors Instructions: List the Company's top ten (10) suppliers or vendors by spend for the most recent twelve-month period, including the name of the supplier or vendor, the annual spend, and a description of the goods or services provided.

Section 22(c) — Customer / Supplier Issues Instructions: Describe any material disputes, threatened terminations, renegotiations, or significant changes in the relationship with any of the customers or suppliers listed above. Also identify any customer or supplier that has notified the Company of its intent to terminate, materially reduce, or materially alter its business relationship with the Company within the past

1. Accuracy of Representations and Warranties. Each of the representations and warranties of the Company contained in Article III of the Agreement is true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality, Material Adverse Effect, or similar qualifier, in all respects) as of the Closing Date, as though made on and as of the Closing Date, except t

2. Accuracy and Completeness of Disclosure Schedules. The Disclosure Schedules delivered to the Purchaser on June 8, 2022, are accurate and complete in all material respects as of the Closing Date, except as set forth in the Update Schedule attached hereto as Annex 1.

3. Performance of Covenants. The Company has performed and complied in all material respects with all covenants and agreements required by the Agreement to be performed or complied with by it on or before the Closing Date.

4. No Material Adverse Effect. Since the date of the Agreement, no event, occurrence, development, or circumstance has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company.

5. Corporate Authority. All corporate action on the part of the Company, its officers, directors, and stockholders necessary for the authorization, execution, and delivery of the Agreement and the other Transaction Documents, and the consummation of the transactions contemplated thereby, has been taken. IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of [__], 2022. VERDANA SOFTWARE, INC