REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2022 • Knightscope, Inc. • Communications equipment, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October __, 2022, is by and among Knightscope, Inc., a Delaware corporation with offices located at 1070 Terra Bella Avenue Mountain View, California 94043 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
WARRANT TO PURCHASE SHARES OF SERIES S PREFERREDKnightscope, Inc. • July 29th, 2019 • Communications equipment, nec • Delaware
THIS CERTIFIES THAT, for value received, Proud Productions LLC or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Knightscope, Inc., a Delaware corporation (the “Company”), 1,500,000 shares of the Company’s Series S Preferred Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Distribution Assignment and Warrant Purchase Agreement dated as of or about the date hereof between the Company and Holder (the “Purchase Agreement”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 4th, 2018 • Knightscope, Inc. • Communications equipment, nec • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated and effective as of 5/23/2018 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and KNIGHTSCOPE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • September 29th, 2023 • 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.
AT THE MARKET OFFERING AGREEMENTThe Market Offering Agreement • February 1st, 2023 • Knightscope, Inc. • Communications equipment, nec • New York
Knightscope, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
Escrow Agreement FOR SECURITIES OFFERINGEscrow Agreement • November 23rd, 2021 • Knightscope, Inc. • Communications equipment, nec • Delaware
This Escrow Agreement, effective as of _____________, (“Escrow Agreement”), is by, between and among The Bryn Mawr Trust Company of Delaware, a Delaware Limited Purpose Trust Company and located at 20 Montchanin Rd., Suite 100, Greenville, DE 19807 as Escrow Agent hereunder (“Escrow Agent”); StartEngine Primary, LLC (“Broker”), at 3900 W. Alameda Ave, Suite 1200, Burbank, CA 91505; Digital Offering, LLC (“Managing Broker”) at 1461 Glenneyre Street, Suite D Laguna Beach, CA 92651 and Knightscope, Inc., a Delaware corporation (“Issuer”) located at 1070 Terra Bella Ave, Mountain View, CA 94043.
ASSET PURCHASE AGREEMENT between CASE EMERGENCY SYSTEMS and KNIGHTSCOPE, INC. dated as of October 10, 2022Asset Purchase Agreement • October 11th, 2022 • Knightscope, Inc. • Communications equipment, nec • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of October 10, 2022, is entered into by and between Knightscope, Inc., a Delaware corporation (“Buyer”) and CASE Emergency Systems, a California corporation (“Seller”).
COMMON STOCK PURCHASE AGREEMENT Dated as of April 4, 2022 by and between KNIGHTSCOPE, INC. and B. RILEY PRINCIPAL CAPITAL, LLCCommon Stock Purchase Agreement • April 6th, 2022 • Knightscope, Inc. • Communications equipment, nec • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of April 4, 2022 (this “Agreement”), by and between B. Riley Principal Capital, LLC, a Delaware limited liability company (the “Investor”), and Knightscope, Inc., a Delaware corporation (the “Company”).
ESCROW AGREEMENTEscrow Agreement • October 15th, 2021 • Knightscope, Inc. • Communications equipment, nec • Delaware
This ESCROW AGREEMENT (this “Agreement”) dated as of this 27th day of September 2021 by and among Knightscope, Inc., a Delaware corporation (the “Company”), having an address at 1070 Terra Bella Avenue, Mountain View, CA 94043; Digital Offering, LLC, having an address at 1461 Glenneyre Street, Suite D, Laguna Beach, CA 92651 (“Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), with its principal corporate trust office at 166 Mercer Street, Suite 2R, New York, NY 10012. The Company and the Placement Agent, each a “Party,” are collectively referred to as “Parties” and individually, a “Party.”
WARRANT TO PURCHASE SHARES OF SERIES M-3 PREFERRED of KNIGHTSCOPE, INC.Knightscope, Inc. • November 23rd, 2021 • Communications equipment, nec • California
THIS CERTIFIES THAT, for value received, Andrew Brown, or its registered assigns (the "Holder''), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Knightscope, Inc., a Delaware corporation (the "Company"), 692,571 shares of the Company's Series m-3 Preferred Stock, $0.001 par value per share (the "Shares"), in the amounts, at such times and at the price per share set forth in Section 1. The term "Warrant' as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Series m-3 Preferred Stock Purchase Agreement dated as of or about the date hereof between the Company and Holder (the "Purchase Agreement').
KNIGHTSCOPE, INC. a Delaware corporation Issuer AND UMB BANK, N.A., Trustee INDENTURE Dated as of _______________, 2023 Unsecured Subordinated Debt SecuritiesIndenture • September 29th, 2023 • Knightscope, Inc. • Communications equipment, nec • Delaware
INDENTURE, dated as of ___________________, 2023, between KNIGHTSCOPE, INC., a Delaware corporation (the “Company” or the “Issuer”), and UMB Bank, N.A., a national banking association, as trustee (the “Trustee”):
Knightscope, Inc. EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2021 • Knightscope, Inc. • Communications equipment, nec • California
This Employment Agreement (the “Agreement”) is entered into as of the Effective Date (as defined below) by and between Knightscope, Inc. (the “Company”), and Aaron Lehnhardt (“Executive”).
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • November 23rd, 2021 • Knightscope, Inc. • Communications equipment, nec • California
This Board of Directors Agreement (“Agreement”) made effective as of ____8/31/2021_______, by and between Knightscope, Inc. 1070 Terra Bella Ave, Mountain View, CA 94043 (the “Company”) and ___Kristi Ross_________________, (“Director”), provides for director services, according to the following terms and conditions. Director acknowledges and understands that the Company intends to retain the services of up to five (5) additional directors at or near the same time as Director is retained and that the Company will seat the entire board in its sole discretion.
LEASE AGREEMENTLease Agreement • July 18th, 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 APPROVALKnightscope, Inc. • July 18th, 2019 • 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 AGREEMENTPreferred 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.
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • March 31st, 2022 • Knightscope, Inc. • Communications equipment, nec • Delaware
This Board of Directors Agreement (“Agreement”) made effective as of ______________, 202_, by and between Knightscope, Inc. 1070 Terra Bella Ave, Mountain View, CA 94043 (the “Company”) and _____________________, …..(address)….(“Director”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2023 • Knightscope, Inc. • Communications equipment, nec • California
This Amendment No. 1 to Employment Agreement (this “Amendment”), is entered into as of July 10, 2023, by and between Knightscope, Inc., a Delaware corporation (the “Company”), and William Santana Li (“Executive”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • July 18th, 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”).
LEASE AGREEMENT FOR MOUNTAIN VIEW, CALIFORNIA 94043 BETWEEN TERRA BELLA PARTNERS LLC AND KNIGHTSCOPE, INC., A DELAWARE CORPORATION LEASE AGREEMENTLease Agreement • April 30th, 2018 • Knightscope, Inc. • Communications equipment, nec • California
Property Description: The Property consists of the real property, together with all Buildings and other improvements thereon, commonly known as 1070-1080 Terra Bella Avenue, Mountain View, California 94043 and is depicted on Exhibit A.
AMENDMENT TO THE LETTER AGREEMENTThe Letter Agreement • May 21st, 2019 • Knightscope, Inc. • Communications equipment, nec
This AMENDMENT, dated April 4, 2019, (the "Amendment") is an amendment to the Letter Agreement (the "Agreement"), dated as of March 12, 2019, by and between Knightscope, Inc. (the “Company”) and Maxim Group LLC (together with its owned or controlled subsidiaries, the “Placement Agent”).
SUBSCRIPTION AGREEMENT Common Stock In Knightscope, Inc.Subscription Agreement • November 23rd, 2021 • Knightscope, Inc. • Communications equipment, nec • Delaware
This Subscription Agreement relates to my/our agreement to purchase _______________ shares of common stock, $0.001 par value per share (the "Shares"), to be issued by Knightscope, Inc., a Delaware corporation (the "Company"), for a purchase price of $[$10] per Share, for a total purchase price of ________________ ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated __________________ (the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
ESCROW AGREEMENTEscrow Agreement • May 21st, 2019 • Knightscope, Inc. • Communications equipment, nec • New York
THIS ESCROW AGREEMENT, dated as of April 2, 2018 (“Escrow Agreement”), is by and between Maxim Group LLC (“Placement Agent”); Knightscope, Inc. (the “Company”); Corporate Stock Transfer, Inc., as Escrow Manager hereunder (“Escrow Manager” and, together with Placement Agent and the Company, the “Parties”) and Collegiate Peaks Bank (“Escrow Agent”),
FIFTH AMENDMENT TO THE LETTER AGREEMENTThe Letter Agreement • July 18th, 2019 • Knightscope, Inc. • Communications equipment, nec
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”.
KNIGHTSCOPE, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2024 • Knightscope, Inc. • Communications equipment, nec • California
This Employment Agreement (the “Agreement”) is entered into as of the Effective Date (as defined below) by and between Knightscope, Inc. (the “Company”), and Apoorv S. Dwivedi (“Executive”).
DISTRIBUTION ASSIGNMENT AND WARRANT PURCHASE AGREEMENTDistribution Assignment and Warrant Purchase Agreement • July 29th, 2019 • Knightscope, Inc. • Communications equipment, nec • California
This Distribution Assignment and Warrant Purchase Agreement dated as of July 22, 2019 (this “Agreement”), is entered into by and between Proud Productions LLC, a New Jersey limited liability company (“Proud”), and Knightscope, Inc., a Delaware corporation (”Knightscope”).
MONTHLY LEASE CHARGE ADJUSTMENTKnightscope, Inc. • May 21st, 2019 • Communications equipment, nec
This Lease Schedule is intended to be a fixed rate lease during the installation period and from the Commencement Date to the end of the initial term. The three-year treasury rate is an integral part of calculating the Monthly Lease Charge for this Lease Schedule. The Lessor and Lessee agree that the Monthly Lease Charge shall be fixed upon execution of this Lease and that should the three year treasury note increase between the execution of this Lease Schedule and the Commencement Date, the Monthly Lease Charge will be adjusted on the Commencement Date to reflect such increase and will then be fixed for the initial term of this Lease Schedule.
CONSENT AND OMNIBUS AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT, SUBORDINATED CONVERTIBLE PROMISSORY NOTES AND WARRANTSNote and Warrant Purchase Agreement • November 23rd, 2021 • Knightscope, Inc. • Communications equipment, nec • California
THIS CONSENT AND OMNIBUS AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT, SUBORDINATED CONVERTIBLE PROMISSORY NOTES AND WARRANTS (this “Amendment”) is entered into as of the 18th day of November, 2021, by and among Knightscope, Inc., a Delaware corporation (the “Company”), and Proud Ventures KS LLC, a New Jersey limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Note and Warrant Purchase Agreement referenced below.
Explanatory Note Knightscope, Inc. has prepared this Form 1-A/A solely for the purpose of filing Exhibits 2.1, 11 and 12 INDEX TO EXHIBITSKnightscope, Inc. • December 21st, 2016 • Communications equipment, nec
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2022 • Knightscope, Inc. • Communications equipment, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 4, 2022, is by and between B. Riley Principal Capital, LLC, a Delaware limited liability company (the “Investor”), and Knightscope, Inc., a Delaware corporation (the “Company”).
SERVICES AGREEMENTServices Agreement • July 18th, 2019 • Knightscope, Inc. • Communications equipment, nec
This Services Agreement (“Services Agreement” or “Agreement”) is entered into as of the date noted below (the “Effective Date”) between StartEngine Crowdfunding, Inc., a Delaware corporation (“Company”), and Knightscope, Inc. a Delaware corporation (“Customer” or “you”).
SECOND AMENDMENT TO THE LETTER AGREEMENTThe Letter 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. AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 12th, 2022 • Knightscope, Inc. • Communications equipment, nec
This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of April 11, 2022 (the “Effective Date”) and amends that certain Common Stock Purchase Agreement, dated as of April 4, 2022 (the “Purchase Agreement”), by and between B. Riley Principal Capital, LLC, a Delaware limited liability company (the “Investor”), and Knightscope, Inc., a Delaware corporation (the “Company”).Capitalized terms used and not expressly defined herein shall have the meanings for such terms set forth in the Purchase Agreement.
THIRD AMENDMENT TO THE LETTER AGREEMENTThe Letter Agreement • July 18th, 2019 • Knightscope, Inc. • Communications equipment, nec • New York
This THIRD AMENDMENT TO THE LETTER AGREEMENT is dated as of June 19, 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 and the second amendment to the Agreement on May 20, 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”.
SUBSCRIPTION AGREEMENT Common Stock In Knightscope, IncSubscription Agreement • October 15th, 2021 • Knightscope, Inc. • Communications equipment, nec • Delaware
This Subscription Agreement relates to my/our agreement to purchase ________ shares of common stock, $0.001 par value per share (the "Shares"), to be issued by Knightscope, Inc., a Delaware corporation (the "Company"), for a purchase price of $[ ] per Share, for a total purchase price of $___________ ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated October_______, 2021 (the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
