KNOW LABS, INC. FORM OF 8.0% SUBORDINATED CONVERTIBLE NOTEKnow Labs, Inc. • March 6th, 2019 • Measuring & controlling devices, nec • Nevada
THIS 8.0% SUBORDINATED CONVERTIBLE NOTE (this “Note ”) is issued, dated, and effective as of the Original Issue Date set forth above by Know Labs, Inc., a Nevada corporation (the “Company”), having its principal place of business at 500 Union Street, Suite 810, Seattle, WA 98101, to [________________________] (together with its successors and permitted assigns, the “Holder”), pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Company promises to pay the aggregate unpaid Principal Amount under this Note set forth above (the “Principal Amount”) to the Holder on the earlier of: (1) mandatory and automatic conversion of this Note into the next financing for the Company, provided such financing yields gross proceeds to the Company of at least $10 million as set forth below under “Mandatory Conversion” (a “Qualified Financing”) or (2) the one (1) year anniversary of this Note (the “Maturity Date”), and to pay interest to the Hold
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • March 6th, 2019 • Know Labs, Inc. • Measuring & controlling devices, nec • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of and effective as of [ ] (the “Effective Date”), by and between KNOW LABS, INC., a corporation incorporated under the laws of the State of Nevada (the “Company”), and the undersigned purchaser (“Purchaser”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 6th, 2019 • Know Labs, Inc. • Measuring & controlling devices, nec • Nevada
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January [_____ ], 2019, 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”).
KNOW LABS, INC. SUBORDINATION AGREEMENTSubordination Agreement • March 6th, 2019 • Know Labs, Inc. • Measuring & controlling devices, nec • Nevada
THIS SUBORDINATION AGREEMENT (this "Agreement") dated [_________________ ], is between [___________________________________________ ] (the "Subordinated Creditor"), and Clayton Struve ("Senior Creditor").
KNOW LABS, INC. FORM OF COMMON STOCK PURCHASE WARRANTKnow Labs, Inc. • March 6th, 2019 • 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 to [________________] shares (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).
