FIFTH AMENDMENT TO THE LETTER AGREEMENT

Exhibit 1.6

FIFTH AMENDMENT TO THE LETTER AGREEMENT

This FIFTH AMENDMENT TO THE LETTER AGREEMENT is dated as of July 5, 2019 (the “Amendment”) is an amendment to the Letter Agreement dated as of March 12, 2019, as amended by the first amendment to the Agreement on April 4, 2019, the second amendment to the Agreement on May 20, 2019, the third amendment to the Agreement on June 19, 2019, and the fourth amendment to the Agreement dated June 24, 2019 (the letter together with all amendments, the “Agreement”), by and between Knightscope, Inc. (the “Company”) and Maxim Group LLC (together with its owned or controlled subsidiaries, “Maxim” or the “Placement Agent”), collectively the “Parties”.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Maxim agree as follows:

Section 2 of the Third Amendment to the Agreement is hereby deleted and replaced in its entirety with the following Section 2:

“2. Participation in Form S-1 Transaction. Upon Maxim raising an aggregate of $10,000,000 in the Regulation A and Regulation D Offerings, Maxim shall have a right to participate as an underwriter with at least 25% of the economics in the Company's initial public offering pursuant to a Form S-1 filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended; such right of participation shall termination on the third anniversary of the commencement of sales of the Offering.”

Except as specifically amended hereby, the Agreement and all amendments thereto shall remain in full force and effect and all other terms of the Agreement and all other amendments thereto remain unchanged. To the extent any provision of the Agreement is inconsistent with this letter agreement, this letter agreement shall control.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Letter Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	Very truly yours,
	Maxim GROUP LLC
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name: Xxxxxxxx X. Xxxxxx
		Title: Executive Managing Director, IB
	Address for notice:
	000 Xxxxxxxxx Xxxxxx
	Xxx Xxxx, XX 00000
	Attention: Xxxxx Xxxxxx, General Counsel Email: xxxxxxx@xxxxxxxx.xxx

Accepted and Agreed to as of

the date first written above:

KNIGHTSCOPE, INC.

By:	/s/ Xxxxxxx Xxxxxxx Li
	Name: Xxxxxxx Xxxxxxx Li
	Title:   CEO

Address for notice:

Knightscope, Inc.

0000 Xxxxx Xxxxx Xxxxxx

Xxxxxxxx Xxxx, XX 00000

Attention: Xxxxxxx Xxxxxxx Li

Email: xxx@xxxxxxxxxxx.xxx