Waiver,etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Know Labs, Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Lxxxxxx Xxxxx Title: CEO SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Additional Option Warrant to be Purchased if the Over-Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Firm Warrants: Number of Option Shares: Number of Option Warrants: Public Offering Price per Unit: $______ Public Offering Price per Option Share: $_____ Public Offering Price per Option Warrants: $_____ Underwriting Discount per Unit: $_____ Underwriting Discount per Option Share: $_____ Underwriting Discount per Option Warrant: $_____ Non-accountable Expense Allowance per Unit: $______ Non-accountable Expense Allowance per Option Share/Option Warrant: $_____ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties [INSERT] EXHIBITA Form of Representative’s Unit Purchase Option FORM OF UNIT PURCHASE OPTION THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION ...
Waiver,etc. 44 11.6. Postponement of Subrogation, etc ................................... 44 11.7. Judgment ........................................................... 44 11.8.
