Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, di

Section 1.2 — Interpretation (a) Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (iv) the terms "Article," "Section," "Schedule," "Exhi

ARTICLE 2 — PURCHASE AND SALE OF SERIES D PREFERRED STOCK

Section 2.1 — Sale and Issuance of Series D Preferred Stock Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, 18,461,538 shares of Series D Preferred Stock (the "Shares") at a purchase price of $3.25 per share (the "Purchase Price"), for an aggregate purchase price of Sixty Million Dollars ($60,000,000)

Section 2.2 — Closing; Delivery (a) Closing Date. The closing of the purchase and sale of the Shares (the "Closing") shall take place remotely via the electronic exchange of documents and signatures on a date mutually agreed upon by the Company and the Purchaser in writing, but in no event later than five (5) Business Days after the satisfaction or written waiver of all conditions precedent set forth in Article 5 (ot

Section 2.3 — Use of Proceeds The Company shall use the proceeds of the investment contemplated by this Agreement for general corporate purposes, including product development and engineering (including further development and enhancement of the Verdana SCX platform), sales and marketing expansion, hiring and headcount growth, and working capital needs. Notwithstanding the foregoing, the Company shall not use any por

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the corresponding section of the Disclosure Schedules (it being understood and agreed that any disclosure in any section or subsection of the Disclosure Schedules shall be deemed to be disclosed with respect to each other section or subsection of this Article 3 to the extent the relevance of such disclosure to such other section or subse

Section 3.1 — Organization, Good Standing, and Qualification The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, Delaware Secretary of State File Number 6274913. The Company was incorporated in 2016 and has the corporate power and authority to own, lease, and operate its properties and to carry on its business as now conducted and as proposed

Section 3.2 — Authorization The Company has full corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, including the issuance and sale of the Shares. The execution, delivery, and performance of this Agreement and the

Section 3.3 — Capitalization (a) Authorized Capital Stock. The Company's authorized capital stock, as set forth in the Certificate of Incorporation as currently in effect (and as will be amended by the Amended Certificate at or prior to the Closing), consists of (i) 150,000,000 shares of Common Stock, par value $0.0001 per share, and (ii) 75,000,000 shares of Preferred Stock, par value $0.0001 per share, of which 12,

Section 3.4 — Subsidiaries Except as set forth in Schedule 3.4, the Company does not own, directly or indirectly, any equity interest, membership interest, partnership interest, joint venture interest, or other ownership interest in, and is not a member, partner, or participant in, any corporation, partnership, limited liability company, joint venture, association, or other entity. For each Subsidiary disclosed in Sc

Section 3.5 — Financial Statements (a) The Company has delivered to the Purchaser true, correct, and complete copies of: (i) the audited consolidated balance sheet and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows of the Company for the fiscal year ended December 31, 2021, together with the notes thereto and the report thereon of the Company's independent re

Section 3.6 — Absence of Changes Since March 31, 2022, the Company has conducted its business only in the ordinary course of business consistent with past practice and, except as expressly contemplated by this Agreement, there has not been: (a) any Material Adverse Effect; (b) any incurrence, assumption, or guarantee of any indebtedness for borrowed money by the Company, other than borrowings in the ordinary course u

Section 3.7 — Indebtedness (a) Schedule 3.7 sets forth a true, correct, and complete list of all indebtedness for borrowed money of the Company as of the date hereof, including the principal amount, interest rate, maturity date, lender, security or collateral, and any financial covenants or material restrictive covenants applicable thereto. (b) Without limiting the generality of the foregoing, the Company's indebtedn

Section 3.8 — Material Contracts (a) Schedule 3.8 sets forth a true, correct, and complete list of all Material Contracts (as defined below) to which the Company is a party or by which the Company or any of its assets or properties are bound as of the date hereof. For purposes of this Agreement, "Material Contract" means any contract, agreement, lease, instrument, commitment, or other arrangement (whether written or

Section 3.9 — Litigation Except as set forth in Schedule 3.9, there is no action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry pending or, to the Knowledge of the Company, threatened in writing against or affecting the Company, any of its properties or assets, or any of its officers, directors, or employees in their capacity as such, before any Governmental Authority or arbitrator. The C

Section 3.10 — Intellectual Property (a) The Company owns, or has valid and enforceable licenses or other rights to use, all intellectual Property necessary to conduct its business as currently conducted and as proposed to be conducted, including all rights in and to the Verdana SCX platform, which is the Company's proprietary AI-powered supply chain optimization software-as-a-service platform. All Company intellectu

Section 3.11 — Tax Matters (a) The Company has timely filed (or has caused to be timely filed), taking into account any applicable extensions, all income Tax returns and all other material Tax returns required to be filed by it. All such Tax returns are true, correct, and complete in all material respects. The Company has paid (or has caused to be paid) all Taxes due and payable (whether or not shown on any Tax retur

Section 3.12 — Employee Matters (a) As of the date hereof, the Company has approximately 310 employees, substantially all of whom are employed on a full-time basis. The Company's key employees include Raj Anand (Chief Executive Officer and Co-Founder), Lena Kovac (Chief Technology Officer and Co-Founder), Thomas Brightwell (Chief Financial Officer, hired 2021), and Sandra Mikkelsen (General Counsel). (b) Schedule 3.1

Section 3.13 — Compliance with Laws The Company is, and since its inception has been, in compliance in all material respects with all applicable federal, state, local, and foreign laws, statutes, ordinances, rules, regulations, codes, orders, judgments, decrees, and governmental requirements (including data privacy, information security, export control, trade sanctions, environmental, employment, and tax laws). There

Section 3.14 — Insurance Schedule 3.14 sets forth a true, correct, and complete list and summary description of all insurance policies and programs maintained by the Company (or under which the Company is an insured or otherwise the beneficiary of coverage), including the type of coverage, the insurer, the policy number, the policy period, the coverage limits, the deductibles, and the annual premium for each such pol

Section 3.15 — Environmental Matters The Company is in compliance in all material respects with all applicable Environmental Laws (as hereinafter defined). The Company has not received any written notice, demand, letter, claim, or request for information from any Governmental Authority or any other Person alleging that the Company may be in violation of, or may have liability under, any Environmental Law. As used her

Section 3.16 — Real Property (a) The Company does not own any real property. (b) Schedule 3.16 sets forth a true, correct, and complete list of all real property leased, subleased, licensed, or otherwise occupied by the Company, including the address, lessor, annual base rent, lease term, expiration date, and any renewal or expansion options. The Company's principal office is located at leased premises at 1175 NW Cou

Section 3.17 — Brokers and Finders No broker, finder, investment banker, or other Person (other than Hargrove Securities LLC, which has been engaged by the Company as a placement agent pursuant to an engagement letter described in Schedule 3.8) is entitled to any brokerage, finder's, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on beh

Section 3.18 — Transactions with Affiliates Except as set forth in Schedule 3.18, si