Common use of Constructive Knowledge Clause in Contracts

Constructive Knowledge. Whenever a representation or warranty or other statement in this Agreement (including, without limitation, schedules hereto) is made with respect to the Company’s “knowledge,” such statement refers to the knowledge, after reasonable inquiry, of the Company’s employees or agents who were or are responsible for or involved with the indicated matter. 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, OPTI-HARVEST, 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: By: Name: C▇▇▇▇ ▇▇▇▇▇▇▇ Title: Head of Investment Banking Westpark Capital, Inc. [●] [●] TOTAL [●] [●] Number of Firm Units: [●] Number of Option Units: [●] Public Offering Price per Firm Unit: $[●] Public Offering Price per Option Unit: $[●] Underwriting Discount per Firm Unit: $[●] Underwriting Discount per Option Unit: $[●] Underwriting Non-accountable expense allowance per Firm Unit: $[●] Underwriting Non-accountable expense allowance per Option Unit: $[●] Proceeds to Company per Firm Unit (before expenses): $[●] Proceeds to Company per Option Unit (before expenses): $[●] [●] None. [●] 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 THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) WESTPARK CAPITAL, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF WESTPARK CAPITAL, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

Constructive Knowledge. Whenever a representation or warranty or other statement in this Agreement (including, without limitation, schedules hereto) is made with respect to the Company’s “knowledge,” such statement refers to the knowledge, after reasonable inquiry, of the Company’s employees or agents who were or are responsible for or involved with the indicated matter. 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, OPTI-HARVEST, 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: By: Name: CE▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC Name: S▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Head Supervisory Principal E▇ ▇▇▇▇▇▇, division of Investment Banking Westpark CapitalBenchmark Investments, Inc. LLC [●] [●] TOTAL [●] [●] Number of Firm Units: [●] Number of Option Units: [●] Public Offering Price per Firm Unit: $[●] Public Offering Price per Option Unit: $[●] Underwriting Discount per Firm Unit: $[●] Underwriting Discount per Option Unit: $[●] Underwriting Non-accountable expense allowance per Firm Unit: $[●] Underwriting Non-accountable expense allowance per Option Unit: $[●] Proceeds to Company per Firm Unit (before expenses): $[●] Proceeds to Company per Option Unit (before expenses): $[●] [●] None. [●] 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 THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) WESTPARK CAPITALE▇ ▇▇▇▇▇▇, INC. DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF WESTPARK CAPITALE▇ ▇▇▇▇▇▇, INC. DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].