LEASE AGREEMENTLease Agreement • June 27th, 2019 • Knightscope, Inc. • Communications equipment, nec • Minnesota
This Lease Agreement, dated February 8, 2019 by and between FARNAM STREET FINANCIAL, INC. (the "Lessor") with an office located at 5850 Opus Parkway, Suite 240, Minnetonka, MN 55343 and Knightscope, Inc. (the "Lessee") with an office located at 1070 Terra Bella Avenue, Mountain View, CA, 94043.
DRAFT; SUBJECT TO MAXIM GROUP COMMITMENT COMMITTEE APPROVALPlacement Agent Agreement • June 27th, 2019 • Knightscope, Inc. • Communications equipment, nec • New York
This letter confirms our agreement that Knightscope, Inc., a Delaware corporation (collectively with its owned or controlled subsidiaries, the “Company”) has engaged Maxim Group LLC (together with its owned or controlled subsidiaries, the “Placement Agent”) to act as the Company’s exclusive Placement Agent for all online retail investor transactions within the United States in accordance with Regulation D of the Act (as defined below), as set forth herein in connection with the Company’s proposed private placement (the “Offering”) of Series S Preferred Stock (the “Securities”) of the Company.
KNIGHTSCOPE, INC. SERIES S PREFERRED STOCK SUBSCRIPTION AGREEMENTSeries S Preferred Stock Subscription Agreement • June 27th, 2019 • Knightscope, Inc. • Communications equipment, nec • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 27th, 2019 • Knightscope, Inc. • Communications equipment, nec • Delaware
This Note Purchase Agreement, dated as of April 30, 2019 (this “Agreement”), is entered into by and among Knightscope, Inc., a Delaware corporation (the “Company”), and Proud Ventures KS LLC, a New Jersey limited liability company (the “Investor”).
SECOND AMENDMENT TO THE LETTER AGREEMENTLetter Agreement • June 27th, 2019 • Knightscope, Inc. • Communications equipment, nec • New York
This SECOND AMENDMENT TO THE LETTER AGREEMENT is dated as of May 20, 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 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”).
KNIGHTSCOPE, INC. SERIES M-4 PREFERRED STOCK PURCHASE AND EXCHANGE AGREEMENTSeries M-4 Preferred Stock Purchase and Exchange Agreement • June 27th, 2019 • Knightscope, Inc. • Communications equipment, nec • Delaware
This Series m-4 Preferred Stock Purchase and Exchange Agreement (this “Agreement”) is dated as of [_______], and is between Knightscope, Inc., a Delaware corporation (the “Company”), and [_______] (“Purchaser”).
ContractSubordinated Convertible Promissory Note • June 27th, 2019 • Knightscope, Inc. • Communications equipment, nec • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
