CLOUDASTRUCTURE, INC.

FIRST AMENDMENT TO THE

AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN

This FIRST AMENDMENT (the “Amendment”) to the Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan, as amended and restated effective June 27, 2025 (the “Plan”), is adopted by the Board of Directors (the “Board”) of Cloudastructure, Inc., a Delaware corporation (the “Company”), effective as of May 21, 2026, subject to stockholder approval. Capitalized terms used but not defined in this Amendment shall have the meanings given them in the Plan.

Background

A. Section 16 of the Plan prohibits the Administrator from reducing the exercise price of outstanding Stock Options without prior stockholder approval, except as provided in Sections 3(b) and 3(c) of the Plan.

B. Due to a sustained decline in the market price of the Company’s Class A Common Stock, a significant number of outstanding Stock Options are currently “underwater” (i.e., the per share exercise price exceeds the current Fair Market Value of the Stock), undermining the retentive and incentive purposes of the Plan.

C. The Board has determined that it is in the best interests of the Company and its stockholders to authorize the Administrator to effect a limited, one-time repricing of certain underwater Stock Options by reducing the exercise price thereof, but to not less than Fair Market Value, subject to stockholder approval. The Company’s Class A Common Stock is listed on The Nasdaq Stock Market, and Nasdaq Listing Rule 5635(c) requires stockholder approval of any repricing or decrease in exercise price of outstanding options.

D. The Board has approved this Amendment, subject to and contingent upon approval by the stockholders of the Company in accordance with applicable law and the rules of The Nasdaq Stock Market.

Amendment

Therefore, the Plan is hereby amended as follows:

1.Addition of Section 5(g) — One-Time Stock Option Repricing. A new Section 5(g) is hereby added to the Plan to read in its entirety as follows:

(g) One-Time Stock Option Repricing.

(i) Notwithstanding any other provision of this Plan to the contrary, including (without limitation) Section 16, the Administrator is hereby authorized, in its sole discretion, to effect a one-time reduction in the exercise price per share (a “Repricing”) of any or all outstanding Stock Options that (A) were granted under this Plan or the Original Plan, (B) are outstanding as of May 21, 2026 (the “Eligible Option Date”), and (C) have an exercise price per share that exceeds the Fair Market Value of a share of Stock on the date of the Repricing (each, an “Eligible Option”); provided, however, that the reduced exercise price per share shall not be less than the Fair Market Value of a share of Stock on the date of the Repricing, as determined in accordance with Section 5(b) of this Plan.

(ii) The Repricing must be effected on a single date selected by the Administrator (the “Repricing Date”), which date shall be no later than May 21, 2027. This Section 5(g) shall expire and be of no further force or effect following the Repricing Date.

(iii) Except for the reduction of the exercise price per share, all other terms and conditions of each repriced Eligible Option (including, without limitation, the number of shares subject thereto, the vesting schedule, and the expiration date) shall remain unchanged.

(iv) To the extent any Eligible Option that is an Incentive Stock Option is repriced pursuant to this Section 5(g), such Repricing shall be treated as the cancellation of the existing Incentive Stock Option and the grant of a new Stock Option for purposes of Section 422 of the Code. Any repriced Stock Option intended to qualify as an Incentive Stock Option must satisfy the requirements of Section 422 of the Code, including the $100,000 annual limit described in Section 5(f) of this Plan, and the term of such option shall not be extended beyond the original expiration date.

2.Conforming Amendment to Section 16. The last sentence of Section 16 of the Plan is hereby amended and restated in its entirety to read as follows:

Except as provided in Section 3(b), Section 3(c), or Section 5(g), without prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash or other Awards.

3. Stockholder Approval. This Amendment shall not become effective unless and until it has been approved by the stockholders of the Company in a manner that satisfies the requirements of applicable Delaware law, the Company’s certificate of incorporation and bylaws, and the applicable rules of The Nasdaq Stock Market. If stockholder approval is not obtained, this Amendment shall be null and void and of no force or effect, and the Plan shall continue in full force and effect as if this Amendment had not been adopted.

4.**No Other Changes.**Except as expressly modified by this Amendment, the Plan shall remain in full force and effect in accordance with its terms. In the event of any conflict between the terms of this Amendment and the terms of the Plan, the terms of this Amendment shall control.

5.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles, consistent with Section 20 of the Plan.

The Company has caused this First Amendment to the Cloudastructure, Inc. Amended and Restated Equity Incentive Plan to be executed by its duly authorized officer as of the date first written above.

CLOUDASTRUCTURE, INC.

/s/ James McCormick

By: James McCormick

Its: CEO

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. CLOUDASTRUCTURE, INC. 228 HAMILTON AVE., 3RD FLOOR PALO ALTO, CA 94301 VOTE BY INTERNET Before The Meeting - Go to www . proxyvote . com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11 : 59 P . M . Eastern Time the day before the cut - off date or meeting date . Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form . During The Meeting - Go to www . virtualshareholdermeeting . com/CSAI 2026 You may attend the meeting via the Internet and vote during the meeting . Have the information that is printed in the box marked by the arrow available and follow the instructions . VOTE BY PHONE - 1 - 800 - 690 - 6903 Use any touch - tone telephone to transmit your voting instructions up until 11 : 59 P . M . Eastern Time the day before the cut - off date or meeting date . Have your proxy card in hand when you call and then follow the instructions . VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage - paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 . T00198 - P52592 1a. Jeff Kirby ! ! ! ! ! ! ! ! ! ! ! To be elected for a term expiring in 2029: 3. To vote on a proposal to amend the Certificate of Incorporation to decrease our total number of authorized shares from 500 , 000 , 000 shares to 83 , 333 , 334 shares, 69 , 000 , 000 shares of which shall be Class A common stock, par value $ 0 . 0001 per share, 13 , 333 , 334 shares of which shall be Class B common stock, par value $ 0 . 0001 per share, and 1 , 000 , 000 shares of which shall be preferred stock, par value $ 0 . 0001 per share, to reduce the Company’s Delaware franchise tax obligations . 4. To vote on a proposal to amend the Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of Class A and Class B common stock at a ratio ranging from 1 - for - 2 to 1 - for - 200 , with the exact ratio and timing, if at all, to be determined by our Board of Directors, in its sole discretion ; and in connection with the reverse stock split, further authorize our Board of Directors to decrease our total number of authorized shares by a proportionate amount based on the reverse stock split ratio selected by the Board . 5. To vote on a proposal to amend the Cloudastructure, Inc . 2024 Amended and Restated Equity Incentive Plan to permit a one - time repricing of outstanding stock options . NOTE: Such other business as may properly come before the meeting or any adjournment thereof. NOTE : Please sign as name appears hereon . Joint owners should each sign . When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such . 2. Ratify the appointment of TAAD LLP as our independent registered public accounting firm for fiscal 2026. For Withhold For Against Abstain CLOUDASTRUCTURE, INC. The Board of Directors recommends you vote FOR Proposals 1, 2, 3, 4 and 5: 1. Election of Director Nominee: ! ! ! SCAN TO VIEW MATERIALS & VOTE 

T00199 - P52592 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. CLOUDASTRUCTURE, INC. Annual Meeting of Stockholders July 15, 2026, 1:00 p.m. Pacific Time PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CLOUDASTRUCTURE, INC. The undersigned hereby appoints James McCormick and Greg Smitherman, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys - in - fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Cloudastructure, Inc . capital stock which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the Company to be held on July 15 , 2026 , or any adjournment thereof, with all powers which the undersigned would possess if present at the Meeting . THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED . IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEE UNDER PROPOSAL 1 , FOR PROPOSAL 2 , FOR PROPOSAL 3 , FOR PROPOSAL 4 , FOR PROPOSAL 5 AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING . (Continued and to be marked, dated and signed, on the other side)