Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings ascribed to them 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, with correlative meanings, "controlled by" and "under common control with")

Section 1.2 — Interpretation The following rules of interpretation shall apply to this Agreement: (a) The term "including" (and correlative terms such as "include," "includes," and "included") means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. (b) The headings and captions contained in thi

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, at the Closing, an aggregate of [15,000,000] shares of Series D Preferred Stock (the "Series D Shares") at the Purchase Price Per Share of [$4.00] per share, for an aggregate Purchase Price of Si

Section 2.2 — Closing; Delivery (a) Closing. The closing of the purchase and sale of the Series D Shares (the "Closing") shall take place remotely via the electronic exchange of documents and signatures on a date mutually agreed upon by the Parties, which date shall be no later than [__] Business Days following the satisfaction or waiver of all of the conditions set forth in Article 5 of this Agreement (other than co

Section 2.3 — Use of Proceeds The Company shall use the proceeds from the sale of the Series D Shares for general corporate purposes, including without limitation (a) working capital, (b) continued product development and enhancement of the Verdana SCX platform, including investments in artificial intelligence and machine learning capabilities, (c) sales and marketing expansion, including hiring of additional sales p

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Purchaser that, except as set forth in the Disclosure Schedules delivered to the Purchaser concurrently herewith (which Disclosure Schedules shall be arranged in sections corresponding to the sections of this Article 3, provided that any disclosure set forth in any section of the Disclosure Schedules shall be d

Section 3.1 — Organization, Good Standing, and Qualification The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File Number: 6274913). The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as currently conducted and as proposed to

Section 3.2 — Authorization All corporate action on the part of the Company, its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance of this Agreement and each of the other Transaction Agreements to which the Company is a party, the authorization and issuance of the Series D Shares, and the filing of the Restated Certificate with the Secretary of State of the St

Section 3.3 — Capitalization (a) Pre-Transaction Capitalization. As of the date hereof, the Fully Diluted Capitalization of the Company is 80,000,000 shares, consisting of the following: (b) Valid Issuance. All outstanding shares of the Company's capital stock have been duly authorized, are validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities

Section 3.4 — Financial Statements (a) The Company has delivered to the Purchaser (i) audited consolidated financial statements of the Company for the fiscal year ended December 31, 2021, including a balance sheet, statement of operations, statement of stockholders' equity (deficit), and statement of cash flows, together with the notes thereto and the report of Whitfield & Greer LLP (engagement partner: Gerald Whitfi

Section 3.5 — No Material Adverse Effect Since March 31, 2022, the Company has conducted its business in the ordinary course of business consistent with past practice, and there has not been any event, change, development, occurrence, condition, or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the fo

Section 3.6 — Absence of Litigation Except as set forth in Schedule 3.6 of the Disclosure Schedules, there is no action, suit, proceeding, arbitration, mediation, claim, complaint, investigation, inquiry, or other legal proceeding (collectively, "Proceedings") pending or, to the Knowledge of the Company, threatened against the Company or any of its officers or directors (in their capacities as such), at law or in equ

Section 3.7 — Intellectual Property (a) Ownership and Rights. The Company owns or has valid and enforceable rights to use all Company intellectual Property necessary for the conduct of its business as currently conducted, including without limitation the Verdana SCX platform and all related technology, software, algorithms, data models, and documentation. The Company has not received any written notice that any of th

Section 3.8 — Material Contracts (a) Schedule 3.8 of the Disclosure Schedules sets forth a complete and accurate list of all material contracts of the Company (collectively, the "Material Contracts"), including without limitation the following categories: (i) Customer agreements with the Company's top customers by annual recurring revenue, including: • Meridian Logistics Corp. — Three-year enterprise license agreemen

Section 3.9 — Tax Matters (a) The Company has timely filed (taking into account any applicable extensions) all federal, state, local, and foreign tax returns and reports required to be filed by it. All such tax returns and reports are true, correct, and complete in all material respects. The Company has timely paid all taxes due and payable by it (whether or not shown on any tax return), except for taxes being contes

Section 3.10 — Employee Matters (a) As of the date hereof, the Company has approximately 310 employees. A complete and accurate list of all employees, their titles, dates of hire, and annual compensation (including base salary and target bonus) has been provided to the Purchaser in the data room. (b) The ESOP covers a pool of 12,000,000 shares of Common Stock (including shares subject to outstanding options, whether

Section 3.11 — Insurance The Company maintains insurance policies as described in Schedule 3.11 of the Disclosure Schedules, in such amounts and covering such risks as are customary for companies of similar size and in the same or similar industries. All such insurance policies are in full force and effect, and the Company is not in breach or default (including with respect to the payment of premiums or the giving of

Section 3.12 — Compliance with Laws The Company is in compliance in all material respects with all applicable federal, state, local, and foreign laws, statutes, rules, regulations, orders, judgments, decrees, permits, licenses, franchises, and other governmental authorizations or approvals (collectively, "Applicable Laws"). The Company has not received any written notice from any Governmental Authority alleging or as

Section 3.13 — Indebtedness (a) Schedule 3.13 of the Disclosure Schedules sets forth a complete and accurate list of all outstanding indebtedness of the Company for borrowed money (including the principal amount, maturity date, interest rate, and lender) as of the date hereof. (b) As of the date hereof, the Company's outstanding indebtedness includes $6,200,000 drawn under the Credit Facility with Pacific Summit Bank

Section 3.14 — Brokers and Finders Except for Hargrove Securities LLC, a FINRA-registered broker-dealer with offices at 600 Lexington Avenue, 22nd Floor, New York, NY 10022 (CRD Number: [__]), which is entitled to receive a placement fee of 1.5% of the capital raised in connection with the transactions contemplated by this Agreement (the "Placement Fee"), estimated at $900,000 based on a Purchase Price of $60,000,000

Section 3.15 — Data Privacy and Security (a) The Company is in compliance in all material respects with (i) all Applicable Laws relating to data privacy, data security, and the collection, use, processing, storage, transfer, disclosure, and protection of personal data and personally identifiable information, including without limitation the California Consumer Privacy Act of 2018 (as amended by the California Privacy