Visualant Inc Sample Contracts

COMMON STOCK PURCHASE WARRANT KNOW LABS, INC.
Common Stock Purchase Warrant • August 16th, 2024 • Know Labs, Inc. • Measuring & controlling devices, nec • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 15, 2029 (the “Termination Date”) but not thereafter, to purchase from Know Labs, Inc., a Nevada corporation (the “Company”), up to _____ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form by the Warrant Agent and Holder shall be the sole registered holder of this Warrant.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 19, 2011, between Visualant, Incorporated, a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • July 22nd, 2024 • Know Labs, Inc. • Measuring & controlling devices, nec • New York

The undersigned, Know Labs, Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC and The Benchmark Company LLC (hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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COMMON STOCK PURCHASE WARRANT VISUALANT, INCORPORATED
Security Agreement • March 7th, 2018 • Visualant Inc • Measuring & controlling devices, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Clayton Struve (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Visualant, Incorporated, a Nevada corporation (the “Company”), up to 1,344,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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Exhibit 10.3 WORLDWIDE LICENSING AGREEMENT THIS AGREEMENT is dated April 21, 2005. BETWEEN: E-VISION TECHNOLOGIES INC., a British Columbia company, having its place of business at 7333 River Road, Delta, BC V4G 1B1; (the "Licensor") AND: VISUALANT,...
Licensing Agreement • August 15th, 2005 • Visualant, INC • Retail-retail stores, nec
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2011 between Visualant, Incorporated, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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FORM OF COMMON STOCK PURCHASE WARRANT VISUALANT, INCORPORATED
Common Stock Purchase Warrant • June 11th, 2015 • Visualant Inc • Measuring & controlling devices, nec • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seventh year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Visualant, Incorporated, a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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VISUALANT, INCORPORATED 10% CONVERTIBLE DEBENTURE
Convertible Security Agreement • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec • New York

THIS DEBENTURE is one of a series of duly authorized and validly issued 10% Convertible Debentures of Visualant, Incorporated, a Nevada corporation, (the “Company”), having its principal place of business at 500 Union Street, Suite 406, Seattle, Washington, designated as its 10% Convertible Debenture (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 11th, 2011 • Visualant Inc • Measuring & controlling devices, nec • New York

This Securities Purchase Agreement (this “Agreement”), dated as of December 23, 2010, is by and between Visualant, Incorporated, a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • August 13th, 2024 • Know Labs, Inc. • Measuring & controlling devices, nec • New York

The undersigned, Know Labs, Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC and The Benchmark Company LLC (hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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AT THE MARKET OFFERING AGREEMENT
At the Market Offering Agreement • March 20th, 2024 • Know Labs, Inc. • Measuring & controlling devices, nec • New York

Know Labs Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with The Benchmark Company LLC (the “Manager”) as follows:

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Exhibit 10.2 INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT (the "Agreement"), dated June 16, 2004, is made and entered into by and between VISUALANT INCORPORATED, a Nevada corporation (the "Company") and E-VISION TECHNOLOGIES INC., a British...
Independent Contractor Agreement • August 15th, 2005 • Visualant, INC • Retail-retail stores, nec • British Columbia
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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 24th, 2015 • Visualant Inc • Measuring & controlling devices, nec • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this __th day of ________, 2015 by and among Visualant, Incorporated, a Nevada corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

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COMMON STOCK PURCHASE WARRANT VISUALANT, INCORPORATED
Common Stock Purchase Warrant • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ASCENDIANT CAPITAL MARKETS, LLC (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Visualant, Incorporated, a Nevada corporation (the “Company”), up to 192,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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COMMON STOCK PURCHASE WARRANT VISUALANT, INCORPORATED
Common Stock Purchase Agreement • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GEMINI MASTER FUND, LTD. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Visualant, Incorporated, a Nevada corporation (the “Company”), up to 1,800,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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Contract
Purchase Warrant Agreement • September 29th, 2023 • Know Labs, Inc. • Measuring & controlling devices, nec • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING SEPTEMBER 26, 2023, WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING, (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF THE BENCHMARK COMPANY, LLC.

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FORM OF PURCHASE AGREEMENT
Purchase Agreement • June 18th, 2013 • Visualant Inc • Measuring & controlling devices, nec • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the ___ day of June, 2013 by and among Visualant, Incorporated, a Nevada corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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Exhibit 10.1 INTELLECTUAL PROPERTY AGREEMENT THIS AGREEMENT (the "Agreement"), dated June 16, 2004, is made and entered into by and between VISUALANT INCORPORATED, a Nevada corporation (the "Company") and KENNETH TURPIN ("Turpin"), WHEREAS, the...
Intellectual Property Agreement • August 15th, 2005 • Visualant, INC • Retail-retail stores, nec • British Columbia
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Contract
Warrant Agreement • February 29th, 2024 • Know Labs, Inc. • Measuring & controlling devices, nec

THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

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EXHIBIT 6 (a) (i) TRANSFER AGENT AND REGISITRAR AGREEMENT THIS AGREEMENT made and entered into this 22nd day of October, 1998, by and between: NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880, Reno, Nevada 89501, hereinafter called...
Transfer Agent and Registrar Agreement • November 1st, 1999 • Cigar King Corp • Retail-retail stores, nec • Nevada
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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2021 • Know Labs, Inc. • Measuring & controlling devices, nec • Nevada

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2021, by and among Know Labs, Inc., a Nevada corporation (the “Company”) and the investors identified on Schedule A hereto (each, including their respective successors and assigns, an “Investor” and collectively, the “Investors”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 29th, 2024 • Know Labs, Inc. • Measuring & controlling devices, nec • Nevada

This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of February 27, 2024, by and between Know Labs, Inc., a Nevada corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 7th, 2016 • Visualant Inc • Measuring & controlling devices, nec • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 1, 2016, by and between Visualant, Inc., a Nevada corporation, with headquarters located at 500 Union Street, Suite 420, Seattle WA 98101 (the “Company”), and (the “Buyer”).

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Contract
Note Agreement • February 29th, 2024 • Know Labs, Inc. • Measuring & controlling devices, nec • Nevada

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

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WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • August 16th, 2024 • Know Labs, Inc. • Measuring & controlling devices, nec • New York

This Warrant Agency Agreement (this “Warrant Agreement”) dated as of August 15, 2024 is made between Know Labs, Inc., a Nevada corporation (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 28th, 2011 • Visualant Inc • Measuring & controlling devices, nec • California

This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2011 by and between Visualant, Incorporated, a Nevada corporation (the “Company”) and Ascendiant Capital Partners, LLC, a Nevada limited liability company (the “Purchaser”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article I.

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INDENTURE between Know Labs, Inc. and TRUSTEE Dated as of [________] Providing for Issuance of Debt Securities in Series
Indenture • December 22nd, 2023 • Know Labs, Inc. • Measuring & controlling devices, nec

INDENTURE, dated as of [●], between Know Labs, Inc., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), and [●], as trustee, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 6th, 2017 • Visualant Inc • Measuring & controlling devices, nec • New York

This Amended and Restated Registration Rights Agreement (the “Agreement”) is made and entered into as of this 28th day of February, 2017 by and among Visualant, Incorporated, a Nevada corporation (the “Company”), and the “Holder” named in that certain Preferred Stock and Warrant Purchase Agreement by and between the Company and the Holder (the “Subscription Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Subscription Agreement unless otherwise defined herein. This Agreement amends, restates and supersedes the original Registration Rights Agreement dated as of November 10, 2016.

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Contract
Warrant Agreement • January 10th, 2017 • Visualant Inc • Measuring & controlling devices, nec

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.

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KNOW LABS, INC. FORM OF COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • March 15th, 2021 • Know Labs, Inc. • Measuring & controlling devices, nec

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, ________________________________ (together with its successors and permitted assigns, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. Pacific Time on [5 years from Issue Date] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Know Labs, Inc., a Nevada corporation (the “Company”), up toshares (as subject to adjustment hereunder, the “Warrant Shares”) of the common stock of the Company, par value$0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 10th, 2016 • Visualant Inc • Measuring & controlling devices, nec

This Stock Purchase Agreement (“Agreement”) is made and entered into on March 8, 2016 (“Effective Date”), by and between Visualant, Incorporated, a Nevada corporation (“Company”), and the investor whose name appears on the signature page hereto (“Investor”).

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FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • August 16th, 2024 • Know Labs, Inc. • Measuring & controlling devices, nec
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Contract
Common Stock Purchase Warrant • September 21st, 2022 • Know Labs, Inc. • Measuring & controlling devices, nec • California

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING SEPTEMBER 15, 2022, WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING, (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD SECURITIES, LLC.

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GUARANTY
Guaranty • February 29th, 2024 • Know Labs, Inc. • Measuring & controlling devices, nec • Nevada

GUARANTY (the "Guaranty"), dated as of February 27, 2024, by PARTICLE, INC., a Nevada corporation (the "Guarantor"), in favor of LIND GLOBAL FUND II LP (the "Lender").

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PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT
Preferred Stock and Warrant Purchase Agreement • May 5th, 2017 • Visualant Inc • Measuring & controlling devices, nec • Nevada

THIS PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of the ____ day of _______________ 2017 by and among Visualant, Incorporated, a Nevada corporation (the “Company”), and the Investor(s) set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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