Blueprint





 






	

Exhibit
10.2



KNOW LABS, INC.


(the
“Company”)

 



INSTRUCTIONS FOR COMPLETION OF FORM OF SUBSCRIPTION AGREEMENT AND
SUITABILITY QUESTIONNAIRE (APPENDIX I)


 




Item
I:


Name
and address information must be provided. Securities will be issued
in the name(s) set forth in this Item and delivered to the address
set forth in this Item. If two people are subscribing jointly, both
people must provide their names and social security numbers. A
telephone number must also be provided.






 




Item
II:


If
the securities are to be held in a different name than the investor
and sent to a different address (i.e., an IRA or other account held
at a brokerage firm), this Item must be completed. If the
securities are to be issued and delivered directly to the entity
listed in Item I, this Item need not be completed.





 




Item
III:


This
Item needs to be read by the investor, but nothing needs to be
written here. The Interests are suitable for investment only by
prospective investors who are “Accredited
Investors.”






 




Item
IV:


A.
Only complete this Item by checking the appropriate line if you are
an individual investor.





B.
Only
complete this Item if you are an entity investor.

C.
Only complete
this Item if you are a trust investor.

 




Item
V:

This Item must
be completed only if you are relying on an income standard (i.e.,
you checked or initialed Item IV.A.1).






 




Item
VI:


At
least one of the numbered verification methods must be initialed in
this Item and the indicated
documents provided. A form of “Accredited Investor Status
Certification” is included for your convenience if you choose
to have a third party certify your status (option 3).






 




Item
VII:


This
Item needs to be read by the investor, but nothing needs to be
written here.






 




Item
VIII:


Federal law
requires us to collect information on the sources of funds. Please
complete Section 1, add the documents requested in Section 2 only
if funds did not come from an approved country (U.S. is approved),
and complete Section 3.






 




Item
IX:


The
Subscription Agreement must be signed and dated here.






 




Item
X:


The
Managing Dealer must complete this item and sign to verify that
this is a suitable investment, as well as for record keeping
purposes.





 




Appendix
I:


You
must thoroughly complete Appendix I, the Suitability Questionnaire,
in order for the Fund and the Managing Dealer to make a
determination whether this is a suitable investment for you.
Subscription Agreements not accompanied by this Suitability
Questionnaire will not be processed and will be returned to you for
completion






 


 


.










	

 









 








 






	

 



INSTRUCTIONS FOR PAYMENT

 


Review and
complete the Subscription Agreement and Suitability Questionnaire
and mail or deliver the documents, along with a check (bearing
subscriber’s name) made payable to “FinTech Clearing
LLC” in the amount of your total subscription
to:


 


Boustead
Securities, LLC


Attn: Peter
Conley, Managing Director 6 Venture, Suite 265


Irvine, CA
92618


Direct:
310-383-7874


Email:
pete@boustead1828.com


 


 



If you prefer to send a wire transfer instead of a check, please
scan and email your completed Subscription Agreement to Peter
Conley at pete@boustead1828.com and send the wire transfer using
these instructions:

 



Wiring Instructions


 


Pacific
Mercantile Bank


 


Beneficiary
Account Name: FinTech Clearing, LLC


 


REF:
Full Name of Subscriber

 


 


If you need assistance, please
contact:


 


Peter Conley,
Managing Director of Boustead Securities, LLC


Phone: (310)
383-7874 – pete@boustead1828.com


 


 


 


 


 


 










	

 









 








 






	


SUBSCRIPTION AGREEMENT



KNOW LABS, INC. (THE “COMPANY”)


	

Please read all instructions and the terms and
conditions of this Subscription Agreement (this
“Agreement”) carefully before filling out this
Agreement. This is a legally binding document. If you need
assistance, please call Peter Conley at (310)
383-7874.


 

● When Agreement
is complete, mail the Agreement and your investment
to:

Boustead
Securities, LLC

Address:  6
Venture, Suite 265


               
Irvine, CA
92618

Email: pete@boustead1828.com

 

● Make checks
payable to “FinTech Clearing LLC” or

 

● ______
Check here if
you are sending your subscription funds by wire
transfer.

 

 







	

I. 


	

 ACCOUNT REGISTRATION

	
 







	

 

	


 

	

 

	


 

	

 

	


 

	

 

	


 


	

☐

	


Individual

	

☐

	


Joint Registration

	

☐

	


Trust

	

☐

	


Corporation, Partnership, LLC


	
 

	


Account

	
 

	


If no box below is

	
 

	
 

	
 

	


Association or Other Entity the securities as JTWROS.


	
 

	
 

	
 

	


Pension or Profit Sharing Plan, checked, we will issue

	
 

	
 

	
 

	
 


	

☐

	


Individual

	

☐

	


Tenants in Common

	
 

	
 

	
 

	
 


	
 

	


Retirement

	

☐

	


Tenants by Entirety

	
 

	
 

	
 

	
 


	
 

	


Account (IRA)

	

☐

	


Community Property

	
 

	
 

	
 

	
 







	


   


	


PLEASE PUT A CHECK NEXT TO EACH SOCIAL SECURITY NUMBER OR TAX ID
NUMBER THAT IS RESPONSIBLE FOR TAXES. WE WILL REPORT THIS NUMBER TO
THE IRS.  


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 ☐

	
 


	


Name of INVESTOR (Individual, Entity, Custodian, Trust or
Beneficiary)

	


 

	


Date of Birth

	


Soc. Sec./Tax ID #


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 ☐

	
 


	


Name of SIGNER (Signer for Entity, Trust. Name of IRA
Participant)

	
 

	


Date of Birth

	


Soc. Sec./Tax ID #


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 ☐

	
 


	


Name of JOINT INVESTOR or CO- TRUSTEE (if
applicable)

	
 

	


Date of Birth

	


Soc. Sec./Tax ID #


	


   

	
 

	


 

	


 


	

Marital Status (please check
one)                 
☐ Single      
   ☐ Married          
☐ Separated            ☐
Divorced 




	

      




	

Is the
record holder a publicly held entity or a subsidiary of a publicly
held entity (i.e., an entity that has a class of securities
registered under the Securities Exchange Act of 1934) (please check
one)?        ☐ Yes or
☐ No



	

 
 



	
$_________________Investment
Amount_________________Number of Shares of Common Stock_________
Number of Common Warrants



	
 



	
HOME
ADDRESS                
☐ USE THIS ADDRESS FOR MAILING







	


 

	
 

	
 

	
 

	


 


	


Street Address

	
 

	
 

	
 

	


Email Address


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	


City

	
 

	


State

	
 

	


ZIP+4


	
 

	

 

	
 

	

 


	

Home Phone Number (with Area Code)
(___)_________________________________ 
   

	
 

	




Fax Number (with Area Code) (___)________________________










	
  
    




	
BUSINESS 
ADDRESS                
☐ USE THIS ADDRESS FOR MAILING  




	


 

	
 

	
 

	
 

	


 


	


Name of Company


	
 

	


Email Address



	


 

	
 

	
 

	
 

	


 


	


 

	
 

	
 

	
 

	


 


	


Street Address

	
 

	
 

	
 

	
Unit
Number



	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	


City

	
 

	


State

	
 

	


ZIP+4


	
 

	

 

	
 

	

 


	

Business Phone Number (with Area Code)
(___)___________________

	
 

	




Fax Number (with Area Code) (___)_________________





	

             

	
 

	




   









 





	

 









 

1








 





 
	

II. 


	

ALTERNATIVE
DISTRIBUTION INFORMATION

	
 







	

   
 


	

To direct distributions to a party other
than the registered owner, complete the information
below.
YOU MUST COMPLETE THIS ITEM IF THIS IS AN IRA
INVESTMENT.  


	


 

	
 


	


Name of Firm (Bank or Brokerage):

	
 


	
 

	
 


	


Account Name:

	
 


	
 

	
 


	


Account Number:

	
 


	
 

	
 


	


Address:

	
 


	
 

	
 


	


City, State Zip Code:

	
 


	


 

	
 







	

III. 


	


SUBSCRIPTION AGREEMENT

	
 







	
 


You as
an individual or you on behalf of the subscribing entity are being
asked to complete this Subscription Agreement so a determination
can be made as to whether or not you are qualified to purchase
securities under applicable federal and state securities laws.
Your answers to the questions
contained herein must be true and correct in all respects, and a
false representation by you may constitute a violation of law for
which a claim for damages may be made against you. Your
answers will be kept strictly confidential; however, by signing
this Agreement, you will be authorizing the Company to present a
completed copy of this Agreement to such parties as they may deem
appropriate in order to make certain that the offer and sale of the
securities will not result in a violation of the Securities Act of
1933, as amended (the “Act”) or of the securities laws
of any state.


 


This
Agreement does not constitute an offer to sell or a solicitation of
an offer to buy securities or any other security. All questions
must be answered. If the appropriate answer is “None”
or “Not Applicable,” please state so. Please print or
type your answers to all questions and attach additional sheets if
necessary to complete your answers to any item. Please initial any
correction.


 


	
 




INDIVIDUAL
SUBSCRIBERS:


If the
securities subscribed for are to be owned by more than one person,
you and the other co-subscriber must each complete separate
Agreements (except if the co-subscriber is your spouse) and sign
the Signature Page annexed hereto. If your spouse is a
co-subscriber, you must indicate their name and social security
number.

 


CORPORATIONS,
PARTNERSHIPS, PENSION PLANS AND TRUSTS:


The
information requested herein relates to the subscribing entity and
not to you personally (unless otherwise determined in the Item IV.
Accredited Investor Status). 





 







	

IV. 


	


ACCREDITED
INVESTOR STATUS

	
 







	
 


TO
BE AN ACCREDITED INVESTOR, YOU MUST MEET ONE OF THE FOLLOWING
TESTS, PLEASE CHECK THE APPROPRIATE SPACES BELOW.


 


A.
INDIVIDUAL ACCOUNTS

 


I
certify that I am an “accredited investor”
because:

 




1.


______I
had an individual income of more than $200,000 in each of the two
most recent calendar years, and I reasonably expect to have an
individual income in excess of $200,000 in the current calendar
year; or my spouse and I had joint income in excess of $300,000 in
each of the two most recent calendar years, and we reasonably
expect to have a joint income in excess of $300,000 the current
calendar year (please complete
“Item V. Income Statement”); OR





 




2. 

_____I have an
individual net worth, or my spouse and I have a joint net worth, in
excess of $1,000,000 (excluding my (our) primary
residence).






 


For
purposes of this Subscription Agreement “individual
income” means “adjusted gross income” as reported
for Federal income tax purposes, exclusive of any income
attributable to a spouse or to property owned by a spouse, and
increased by the following amounts:


(i) the
amount of any interest income received which is tax-exempt under
Section 103 of the Internal Revenue Code of 1986, as amended, (the
“Code”); (ii) the amount of losses claimed as a limited
partner in a limited partnership (as reported on Schedule E of form
1040);


(iii)
any deduction claimed for depletion under Section 611 et seq. of
the Code; and (iv) any amount by which income from long-term
capital gains has been reduced in arriving at adjusted gross income
pursuant to the provisions of Sections 1202 of the Code as it was
in effect prior to enactment of the Tax Reform Act of
1986.


 


For
purposes of this Subscription Agreement, “joint income”
means “adjusted gross income” as reported for Federal
income tax purposes, including any income attributable to a spouse
or to property owned by a spouse and increased by the following
amounts: (i) the amount of any interest income received which is
tax-exempt under Section 103 of the Code; (ii) the amount of losses
claimed as a limited partner in a limited
partnership (as reported on Schedule E of Form 1040); (iii) any
deduction claimed for depletion under Section 611 et seq. of the
Code; and (iv) any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income
pursuant to the provisions of Section 1202 of the Code as it was in
effect prior to enactment of the Tax Reform Act of
1986  











 



	

 









 

2








 






	

IV. 


	


ACCREDITED
INVESTOR STATUS
(Continued)

	
 







	

 


For the
purposes of the Subscription Agreement, “net worth”
means (except as otherwise specifically defined) the excess of
total assets at fair market value over total liabilities, excluding
your primary residence and the related amount of indebtedness
secured by the primary residence up to its fair market value;
provided, however, that indebtedness secured by
the primary residence should be considered a liability and deducted
from net worth to the extent that (i) the amount of such
indebtedness outstanding at the time of execution of this Agreement
exceeds the amount outstanding 60 calendar days before such time,
other than as a result of the acquisition of the primary residence;
and (ii) the amount of the indebtedness exceeds the estimated fair
market value of the primary residence at the time of execution of
this Agreement.

 


B. CORPORATIONS, PARTNERSHIPS, LIMITED
LIABILITY COMPANIES, EMPLOYEE BENEFIT PLANS, OROTHER
ENTITIES (Please provide a copy of the Corporate Resolution
authorizing this investment, Partnership Agreement, Limited
Liability Company Operating Agreement, Employee Benefit Plan, or
other entity documentation as applicable.)


 


1. Has the subscribing
entity been formed for the specific purpose of investing inthe
securities? ☐ YES ☐ NO

 


If your
answer to question 1 is “No,” CHECK whichever of the
following statements (a-e) is applicable to the subscribing entity.
If your answer to question 1 is “Yes,” the subscribing
entity must be able to certify to statement (c) below in order to
qualify as an “accredited investor.”

 


The
undersigned certifies that:

 


(a)
_____the undersigned entity is an “accredited
investor,” because it is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974 (“ERISA”), provided that the investment
decision is made by a plan fiduciary, as defined in Section 3(21)
of ERISA, and the plan fiduciary is a bank, savings and loan
association, insurance company or registered investment
adviser;


OR


(b)
_____the undersigned entity is an “accredited
investor,” because it is an employee benefit plan within the
meaning of ERISA, Title I that has total assets in excess of
$5,000,000;


OR


(c) _____the undersigned entity is an
“accredited investor,” because it is an entity whose
shareholders, partners, beneficiaries or equity owners are all
accredited investors (If you are
checking this option, please submit a list of all
owners;EACH
owner of the entity must complete
Item IV and,
complete Item V, if applicable. Make copies of this Item IV (and V
if applicable) to do this and note each owner’s name on each
copy); I am one of its equity owners and I meet at least one
of the conditions described below (Please also CHECK the appropriate space
below):


_____I had an
individual income of more than $200,000 in each of the two most
recent calendar years, and I reasonably expect to have an
individual income in excess of $200,000 in the current calendar
year; or my spouse and I had joint income in excess of $300,000 in
each of the two most recent calendar years, and we reasonably
expect to have a joint income in excess of $300,000 the current
calendar year (please complete
“Item V. Income Statement”); or


_____
I have an
individual net worth, or my spouse and I have a joint net worth, in
excess of $1,000,000 (excluding my (our) primary
residence)


OR


(d)
_____the undersigned entity is an “accredited
investor,” because it is a self-directed employee benefit
plan; I solely make its investment decisions and I meet at least
one of the conditions described below (Please also CHECK the appropriate space
below);


_____I
had an individual income of more than $200,000 in each of the two
most recent calendar years, and I reasonably expect to have an
individual income in excess of $200,000 in the current calendar
year; or my spouse and I had joint income in excess of $300,000 in
each of the two most recent calendar years, and we reasonably
expect to have a joint income in excess of $300,000 the
current calendar year (please
complete “Item V. Income Statement”);
or


_____Ihave an
individual net worth, or my spouse and I have a joint net worth, in
excess of $1,000,000 (excluding my (our) primary
residence)





OR

(e)
_____the undersigned
entity is an “accredited investor,” because it is a
corporation, a partnership or a Massachusetts or similar business
trust with total assets in excess of $5,000,000.

 







	

IV. 


	


ACCREDITED
INVESTOR STATUS
(Continued)

	
 







	
 


C. TRUST ACCOUNTS (Please provide a
complete copy of the Trust document.)


 







 




 



	

 









 

3








 






	
1. Has the subscribing
entity been formed for the specific purpose of investing in the
securities? YES ☐ NO ☐

 


If your
answer to question 1 is “No,” CHECK whichever of the
following statements (a-c) is applicable to the subscribing entity.
If your answer to question
1 is “Yes,” the subscribing entity must be able to
certify to the statement (c) below in order to qualify as an
“accredited investor.”

 


The
undersigned trustee certifies that the trust is an
“accredited investor” because:


 

(a)
_____the trust has total
assets in excess of $5,000,000 and the investment decision has been
made by a “sophisticated person,” as described in Rule
506(b)(ii) promulgated under the Act; or

 


(b)
_____the trustee making
the investment decision on its behalf is a bank (as defined in
Section 3(a)(2) of the Act), a saving and loan association or other
institution as defined in Section 3(a)(5)(A) of the Act, acting in
its fiduciary capacity; or


 


(c)
_____the grantor(s) of
the trust may revoke the trust at any time and regain title to the
trust assets and has (have) retained sole investment control over
the assets of the trust and the (each) grantor(s) meets at least
one of the conditions described above under INDIVIDUAL ACCREDITED
INVESTOR STATUS. Each grantor must
also INITIAL the appropriate space below.


_____ I
had an individual income of more than $200,000 in each of the two
most recent calendar years, and I reasonably expect to have an
individual income in excess of $200,000 in the current calendar
year; or my spouse and I had joint income in excess of $300,000 in
each of the two most recent calendar years, and we reasonably
expect to have a joint income in excess of $300,000 the
current calendar year (please
complete “Item V. Income Statement”);
or


_____I
have an individual net worth, or my spouse and I have a joint net
worth, in excess of $1,000,000 (excluding my (our) primary
residence)


 










	

V. 


	



INCOME
STATEMENT 

	
 







	
 


IF
YOU ARE RELYING ON AN INCOME STANDARD TO BE AN ACCREDITED INVESTOR
(I.E., YOU CHECKED OR INITIALED ITEM IV.A.1), YOU MUST COMPLETE
THIS ITEM.


Please
specify the type of entity whose Income appears below:


 


☐
Individual                       
☐
Joint                      
☐
Trust                 
☐
Beneficiary                       
☐
Shareholder                         
☐ Partner

 


Please
specify the amount of income (see definitions of individual income
and joint income in Item IV.A) in the previous two calendar years
and your projected income for the current calendar
year.

 


2016: $
___________________________________________


 


2017: $
___________________________________________


 


2018: $
___________________________________________(projected)

 


Current
occupation:
______________________________________________________________________________________________________


 


Name of
Employer:
______________________________________________________________________________________________________


 


Position or Title:
_______________________________________________ Telephone number:
(___)___________ -________________________ 


 


Former
employment (if current employment is less than five
years):


 


Name of
Employer:
______________________________________________________________________________________________________


 


Position or Title:
________________________________________ Period Employed:
________________________to________________________


 


 


 


 








	

VI. 


	



VERIFICATION

	
 







	
 




1.


Income
Verification – Please indicate how you plan to verify your
income and attach the indicated documents for the previous two years:






☐
W-2


 


 


 







 




 



	

 









 

4








 






	

☐
Form 1099


☐
Schedule K-1


☐
Form 1040


☐
Other - Please explain and attach relevant documents:
_____________________________________________________________________________________




___________________________________________________________________________________________________________________________________


___________________________________________________________________________________________________________________________________




 




2. 

Net Worth
Verification – Please indicate how you plan to verify your
net worth and attach the indicated documents dated within the last 90
days:





a. Assets:

☐ Bank
Statements

☐ Brokerage
Statements and other statements of securities holdings

☐
Certificates of Deposit

☐ Tax
Assessments

☐ Appraisal
Reports issued by independent third parties

☐ Other -
Please explain and attach relevant documents:
______________________________________________________________________________________



____________________________________________________________________________________________________________________________________

____________________________________________________________________________________________________________________________________



b. Liabilities:


☐
A consumer report from at least one of the nationwide consumer
reporting agencies


 


_____
All liabilities necessary to make a determination of net worth have
been disclosed. (Please initial
ifapplicable.)

 




3. 

Alternatively, you
may provide a written certification from one of the following third
parties that they have taken reasonable steps within the prior
three months to verify that you, the purchaser, are an accredited
investor based on either the income requirement or the net worth
requirement:






☐
A registered broker-dealer


☐
A federal or state registered investment adviser
A
licensed attorney who is in good standing under the laws of the
jurisdictions in which he or she is admitted to practice law A
certified public accountant who is duly registered and in good
standing under the laws of the place of his or her residence
or
principal office


☐
A certified financial planner


☐
Other - Please explain and attach written confirmation:
_____________________________________________________________________________________




____________________________________________________________________________________________________________________________________




For
your convenience, we have attached an Accredited Investor Status
Certification form for your professional to use.


 







	

VII. 


	




CERTIFICATIONS 

	







	

 


I
understand that investment in the securities is an illiquid investment. In particular, I
recognize that I must bear the economic risk of investment in the
securities for an indefinite period of time since the securities
have not been registered under the Act and therefore cannot be sold
unless either they are subsequently registered under the Act or an
exemption from such registration is available and a favorable
opinion of counsel for the Company to that effect is obtained if
requested by the Company. I consent to the affixing by the Company
of such legends on certificates representing the securities as any
applicable federal or state securities law may require from time to
time.


 


I
represent and warrant to the Company that: (i) all information
provided in this Agreement is complete, true and correct; (ii) I
and my investment managers, if any, have carefully reviewed the
Private Placement Memorandum, including its attachments,
(the “Memorandum”),
and understand the risks of, and other considerations relating to,
a purchase of these securities, including, but not limited to, the
risks set forth under “Risk Factors” in the Memorandum;
(iii) I and my investment managers, if any, have been afforded the
opportunity to obtain all information necessary to verify the
accuracy of any representations or information set forth in the
Memorandum and have had all inquiries to the Company answered, and
have been furnished all requested materials relating to the Company
and the offering and sale of the securities and anything set forth
in the Memorandum; (iv) I have such knowledge and experience in
financial and investment matters, either alone or with my
investment managers, that I am capable of evaluating the merits
and risks of this
investment; (v) neither I nor my investment managers, if any, have
been furnished any offering literature by the Company or any of its
affiliates, associates or agents other than the Memorandum, and the
documents referenced therein; and (vi) I am acquiring the
securities for which I am subscribing for my own account, as
principal, for investment and not with a view to the resale or
distribution of all or any part of the securities.


 







 



 

5







 





 
	

VII. 


	




CERTIFICATIONS
(Continued)

	







	

 


The undersigned, if
a corporation, partnership, trust or other form of business entity:
(i) is authorized and otherwise duly qualified to purchase and hold
the securities; (ii) has obtained such additional tax and other
advice that it has deemed necessary; (iii) has its
principal place of business
at its address set forth in this Agreement; and (iv) has not been
formed for the specific purpose of acquiring the securities
(although this may not necessarily disqualify the subscriber as a
purchaser). The persons executing the Agreement, as well as all
other documents related to the offering, represent that they are
duly authorized to execute all such documents on behalf of the
entity. (If the undersigned is one of the aforementioned entities,
it agrees to supply any additional written information that may be
required.)


 


All of
the information which I have furnished to the Company and which is
set forth in this Agreement is correct and complete as of the date
of this Agreement. If any material change in this information
should occur prior to my subscription being accepted, I will
immediately furnish the revised or corrected information. I further
agree to be bound by all of the terms and conditions of the
offering described in the Memorandum. I am the only person with a
direct or indirect interest in the securities subscribed for by
this Agreement.


 


I agree
to indemnify and hold harmless the Company and its officers,
directors, employees, affiliates, and agents as well as the
brokerage firm through which I am subscribing (if any) and all of
its officers, directors, employees, affiliates, and agents from and
against all damages, losses,
costs and expenses (including reasonable attorneys’ fees)
they may incur by reason of the failure of the undersigned to
fulfill any of the terms or conditions of this Agreement. This
subscription is not transferable or assignable by me without the
written consent of the Company. If more than one person is
executing this Agreement, the obligations of each shall be joint
and several, and the representations and warranties contained in
this Agreement shall be deemed to be made by, and be binding upon,
each of these persons and his or her heirs, executors,
administrators, successors, and assigns. This subscription, upon
acceptance by the Company, shall be binding upon my heirs,
executors, administrators, successors, and assigns.


 


This
Agreement shall be deemed to have been made in the State of
Delaware and shall be construed, and the rights and liabilities
determined, in accordance with the law of the State of Delaware,
without regard to the conflicts of laws rules of such jurisdiction.
I agree to submit to the jurisdiction of the courts of the State of
Maryland with respect to any proceeding relating to or arising from
this Agreement, and hereby irrevocably waive, and agree not to
assert in any suit, action or proceeding, any claim that I am not
personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or
that the venue of such suit, action or proceeding is improper. I
hereby irrevocably waive personal service of process and consent to
process being served in such suit, action or proceeding by mailing
a copy thereof to my address for such notices under the Securities
Purchase Agreement by and between the Company and myself, and agree
that such service shall constitute good and sufficient service of
process and notice thereof. I acknowledge and agree that nothing
contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law. I HEREBY IRREVOCABLY WAIVE ANY RIGHT I MAY
HAVE, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 


Under
penalties of perjury, I certify that (i) my taxpayer identification
number shown in this Agreement is correct; and (ii) I am not
subject to backup withholding because: (a) I have not been notified
that I am subject to backup withholding as a result of a failure to
report all interest and dividends; or (b) the Internal Revenue
Service has notified me that I am no longer subject to backup
withholding. (If you have been notified that you are subject to
backup withholding and the Internal Revenue Service has not advised
you that backup withholding has been terminated, strike out item
(ii).)


 


BY
SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT I HAVE CAREFULLY
REVIEWED THE SECURITIES PURCHASE AGREEMENT AND THE PRIVATE
PLACEMENT MEMORANDUM RELATED TO THIS INVESTMENT AND AM BOUND BY THE
TERMS OF THIS AGREEMENT, THE SECURITIES PURCHASE AGREEMENT AND THE
PRIVATE PLACEMENT MEMORANDUM.


 


 


 


 


 


 


 


 


 


 


 


 


 









 



	

 









 

6








 





 
	

VIII. 


	




INFORMATION
REQUIRED BY FEDERAL
LAW 

	







	
 



Federal
law requires us to obtain the following information from you to
detect and prevent misuse of the world financial
system.

 




1.

In the space
provided below, please provide details of where monies were transferred from to
the Company in relation to your subscription for the
securities.





  









	
 

	

COUNTRY

	

NAME
OF

	

CONTACT

	

NAME
OF

	

ACCOUNT

	
 


	
 

	
 

	

BANK/FINANCIAL

	

NAME/PHONE

	

ACCOUNTHOLDER

	

NUMBER

	
 


	
 

	
 

	

INSTITUTION

	

NUMBER
AT

	
 

	
 

	
 


	
 

	
 

	
 

	

BANK/FINANCIAL

	
 

	
 

	
 


	
 

	
 

	
 

	

INSTITUTION

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 







	


 


If the
country from which the monies were transferred appears in the
Approved Country List below, please skip to section 3. If the
country does not appear, please go to section 2.


 


Approved
Country List

  









	
 

	

Argentina

	

Australia

	

Austria

	

Belgium

	

Brazil

	
 


	
 

	

Canada

	

China

	

Denmark

	

European
Commission

	

Finland

	
 


	
 

	

France

	

Germany

	

Greece

	

Gulf
Co-operation Council

	

Hong
Kong, China

	
 


	
 

	

Iceland

	

India

	

Ireland

	

Italy

	

Japan

	
 


	
 

	

Republic of
Korea

	

Luxembourg

	

Malaysia

	

Mexico

	

Netherlands,
Kingdom of

	
 


	
 

	

New
Zealand

	

Norway

	

Portugal

	

Russian
Federation

	

Singapore

	
 


	
 

	

South
Africa

	

Spain

	

Sweden

	

Switzerland

	

Turkey

	
 


	
 

	

United
Kingdom

	

United
States

	
 

	
 

	
 

	
 







	

 




2. 

If subscription
monies were transferred to the Company from any country other than
on the “Approved Country List” (see above), please
provide the following documentation to the Company (all copies
should be in English and certified as being “true and correct
copies of the original” by a notary public of the
jurisdiction of which you are resident).





 




(a)


For
Individuals:





 




(i)


evidence of name,
signature, date of birth and photographic
identification;





 




(ii)


evidence of
permanent address; and





 




(iii)


where possible, a
reference from a bank with whom the individual maintains a current
relationship and has maintained such relationship for at least two
years.





 




(b)


For
Companies:





 




(i)


a copy of its
certificate of incorporation and any change of name
certificate;





 




(ii)


a certificate of
good standing;





 




(iii)


a register or other
acceptable list of directors and officers;





 




(iv)


a properly
authorized mandate of the company to subscribe in the form, for
example, of a certified resolution which includes naming authorized
signatories;





 




(v)


a description of
the nature of the business of the company;





 




(vi)


identification, as
described above for individuals, for at least two directors and
authorized signatories;





 




(vii)


a register of
members or list of shareholders holding a controlling interest;
and





 




(viii)


identification, as
described above, for individuals who are beneficial owners of
corporate shareholders which hold 10% or more of the capital share
of the company.





 




(c)


For
Partnerships and Unincorporated Businesses:





 













 




 



	

 









 

7








 






	
 




(i)
 


a copy of any
certificate of registration and a certificate of good standing, if
registered;





 




(ii)
 


identification, as
described above, for individuals and, where relevant, companies
constituting a majority of the partners, owners or managers and
authorized signatories;





 




(iii) 


a copy of the
mandate from the partnership or business authorizing the
subscription in the form, for example, of a certified resolution
which includes naming authorized signatories; and





 




(iv) 


a copy of
constitutional documents (formation and partnership
agreements).





 




(d)


For
Trustees:





 




(i)

identification, as
described above, for individuals or companies (as the case may be)
in respect of the trustees;





 




(ii)


identification, as
described above for individuals, of beneficiaries, any person on
whose instructions or in accordance with those wishes the
trustee/nominee is prepared or accustomed to act and the settlor of
the trust; and





 




(iii)


evidence of the
nature of the duties or capacity of the trustee.





 




3.


The
Company is also required to verify the source of funds. To this
end, summarize the underlying source of the funds remitted to us
(for example, where subscription monies were the profits of
business (and if so please specify type of business), investment
income, savings, etc.).






 







	
 

	


Source of Funds

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 







	

IX. 


	





SIGNATURES 

	







	

 


This
Agreement contains various statements and representations by
subscribers and should be carefully reviewed in its entirety before
executing this signature page. I hereby certify that I have
reviewed and am familiar with the terms of this
Agreement.


This
Agreement incorporates by reference all forms of securities to be
purchased. I agree to be bound by all of the terms and conditions
of this Agreement and the Memorandum to which this Agreement is a
part.


 


Dated
_____________________________________        
                 
        Amount of Subscription:
$_________________________________($1.00 per unit)

 


SIGNATURE
BLOCK FOR INDIVIDUALS:


 


Individual’s
Signature:
_____________________________________________


 


Individual’s
Printed Name:
__________________________________________


 


 


SIGNATURE
BLOCK FOR JOINT ACCOUNTS:


 


Individual
#1’s Signature:
___________________________________________


 


Individual
#1’s Printed Name:
________________________________________



 


 


Individual
#2’s Signature:
____________________________________________


 


Individual
#2’s Printed Name:
_________________________________________



 


 


 


 


 


 


 


 


 


 










 




 



	

 









 

8








 






 
	

IX. 


	





SIGNATURES
(Continued)

	







	






 


SIGNATURE
BLOCK FOR ENTITIES OR TRUSTS:


 


Name of
Entity/Trust:
_______________________________________________


 


By:
(Signature)

Signer’s
Printed Name: _____________________________________________
Signer’s
Title:
_____________________________________________________


 
                      
(Example: Manager,
Member, Trustee, etc.) 

 

By:
(Signature)


Signer’s
Printed
Name:______________________________________________

Signer’s
Title:
_____________________________________________________


                      
(Example: Manager,
Member, Trustee, etc.) 

 

SIGNATURE
BLOCK FOR IRAS: 


 

Name of IRA:
_____________________________________________________


 

By:
(Custodian/Trustee Signature)

Custodian/Trustee’s
Printed Name: 
____________________________________


Custodian/Trustee’s
Title:
____________________________________________

 

IRA
Participant’s Signature:
__________________________________________

IRA
Participant’s Printed Name: 
______________________________________





 

Investment Authorization. The
undersigned corporation, partnership, limited liability company,
benefit plan, or IRA has all requisite authority to acquire the
securities hereby subscribed for and to enter into the Agreement,
and further, the undersigned officer, partner, manager, or
fiduciary of the subscribing entity has been duly authorized by all
requisite action on the part of such entity to execute these
documents on its behalf. Such authorization has not been revoked
and is still in full force and effect.

 

Check
Box:                 
☐ Yes               
☐ No                
  ☐ Not Applicable

 

CAPACITY CLAIMED BY SIGNER: (check one
box)










	
☐ Individual(s)

	
 

	
 

	
☐ Attorney-In-Fact

	
 


	
☐ Partner(s)

	
 

	
 

	
☐ Trustee(s)

	
 


	
☐ Corporate
Officer: 

	
 

	
 

	
☐ Other: 

	
 


	
   

	
Title

	
 

	
 

	
Title


	
   

	
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	
 

	
 

	
 







 




 



	

 









 

9








 





 
	

X. 


	





VERIFICATION
OF MANAGING
DEALER 

	







	

I state
that I am familiar with the financial affairs and investment
objectives of the investor named above and reasonably believe that
a purchase of the securities is a suitable investment for this
investor and that the investor, either individually or together
with his, her, or its investment managers, if any, understands the
terms of and is able to evaluate the merits of this
offering.

 


I
acknowledge:


 


(a) that I have
reviewed the Memorandum, Subscription Agreement and forms of
securities presented to me, and attachments (if any)
thereto;


 


(b) that the
Subscription Agreement and attachments thereto have been fully
completed and executed by the appropriate party; and


 


(c) that the
subscription will be deemed received by the Company upon acceptance
of the Subscription Agreement.


 







	
 

	
 

	
 


	


Broker/Dealer

	
 

	


Account Executive


	
 

	
 

	
 


	
 

	
 

	
 


	


(Name of Broker/Dealer)

	
 

	


(Signature)


	
 

	
 

	
 


	
 

	
 

	
 


	


(Street Address of Broker/Dealer Office)

	
 

	


(Print Name)


	
 

	
 

	
 


	
 

	
 

	
 


	


(City of Broker/Dealer Office) (State) (Zip)

	
 

	


(Representative I.D. Number)


	
 

	
 

	
 


	
(
      )            
  -


	
 

	
 


	


(Telephone Number of Broker/Dealer Office)

	
 

	


(Date)


	
 

	
 

	
 


	
(    
  )              
-

	
 

	
 


	


(Fax Number of Broker/Dealer Office)

	
 

	


(E-mail Address of Account Executive)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






 




 



	

 









 

10








 





 


APPENDIX
I SUITABILITY QUESTIONNAIRE

 


(Each
responding individual must complete his/her own Suitability
Questionnaire)

 


Name
of Individual Investor OR Name of Person Answering Questions on
behalf of an Entity/Trust/IRA Investor:  

 




A.

Please list all of
the educational institutions you have attended (including colleges,
and specialized training schools) and indicate the dates attended
and the degree(s) obtained from each (if any).





 


	


From

	


To

	


Institution

	


Degree


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 






 




B.

Please provide the
following information concerning your business
experience:





 


B-1. Indicate your principal business
experience or other occupations during the last ten years. (Please
list your present, or most recent, position first and the others in
reverse chronological order.)


 


	


From

	


To

	


Institution

	


Degree


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 







 


B-2. Describe, in greater detail, your
present or most recent business or occupation, as listed in your
answer to Question B-1. Please indicate such information as the
nature of your employment, the principal business of your employer,
the principal activities under your management or supervision and
the scope (e.g., dollar volume, industry rank, etc.) of such
activities.

 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 







 

 


 

 


 

 


 





	

 










	

 









 


Sustainability
Questionnaire


1 
1









 





 

B-3.  Describe any significant
business you engage in or intend to engage in other than as
specified above.




	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 












B-4.  Are you a registered
broker-dealer?

 


	
 

	
 

	
 


	


Yes

	
 

	


No 






 


If Yes,
will you receive the Securities to be purchased pursuant to the
attached Subscription Agreement as compensation for underwriting
activities?


 


	
 

	
 

	
 


	


Yes

	
 

	


No 






 


If Yes,
provide a brief description of the transaction(s)
involved.








	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 








  




B-5. Are you an affiliate of a
registered broker-dealer(s)? (For purposes of this response, an
“affiliate” of or person “affiliated with”
a specified person is a person that directly, or indirectly through
one or more intermediaries, controls or is controlled by, or is
under common control with, the person specified.)


 







	
 

	
 

	
 


	


Yes

	
 

	


No 









 


If Yes,
identify the registered broker-dealer(s) and describe the nature of
the affiliation(s).













	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 










  




B-6. If the answer to Item B-5 is Yes,
did you, at the time of purchase of the Securities pursuant to the
attached Subscription Agreement, have any agreements, plans or
understandings, directly or indirectly, with any person to
distribute such securities?


 












	
 

	
 

	
 


	


Yes

	
 

	


No 








  


If Yes,
please explain:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 







 





	

 










	

 









 


Sustainability
Questionnaire


2 
1









 





 




C.

Please provide the
following information concerning your financial
experience:





 

C-1. Indicate by check mark which of the
following categories best describes the extent of your prior
experience in the areas of investment listed below:

 


	

	

Substantial


Experience

	

Limited


Experience

	

No


Experience


	

Stock
& Bonds

	
 


 

	
 


 

	
 


 


	

Penny
Stocks

	
 


 

	
 


 

	
 


 


	

Government
Securities

	
 


 

	
 


 

	
 


 


	

Municipal
(tax-exempt) Securities  

	

 

	
 


 

	
 


 


	

Stock
options

	
 


 

	
 


 

	
 


 


	

Commodities

	
 


 

	
 


 

	
 


 


	

Real
estate programs

	
 


 

	
 


 

	
 


 


	

Securities for
which no market exists

	

 




	

 

	

 





	

Limited
partnerships (tax deferred)

	
 


 

	
 


 

	
 


 


	

Investments
generally

	
 


 

	
 


 

	
 


 






 

C-2. For those investments for which you
indicated “substantial experience” above, please answer
the following additional questions by checking the appropriate
box:


 




(a)

Do you make your
own investment decisions with respect to such investments? (Please
check the appropriate box with respect to your involvement in
making investment decisions).





 




☐

Always








☐

Usually (i.e. most
often)








☐

Frequently (i.e.
regularly)








☐

Rarely









	

 










	

 









 


Sustainability
Questionnaire


3 
1









 





 




(b)

What are your
principal sources of investment knowledge or advice? (You may check
more than one.)





 




☐

First-hand
experience with industry








☐

Financial
publication(s)








☐

Trade or industry
publication(s)








☐

Banker(s)








☐

Broker(s)








☐

Investment
Adviser(s)








☐

Attorney(s)








☐

Accountant(s)





 


C-3. Indicate by check mark whether you
maintain any of the following types of accounts over which you,
rather than a third party, exercise investment discretion, and the
length of time you have maintained each type of
account.


 


	

Securities
(cash)  

	
 

	
 

	
 

	


Number of years
___




	




	
Yes

	
 

	
No


	

 


	

 

	
 

	
 

	
 

	


 




	

Securities (margin)
 

	
 

	
 

	
 

	


Number of years
___




	




	
Yes

	
 

	
No


	





	

 

	
 

	
 

	
 

	


 




	

Commodities  

	
 

	
 

	
 

	


Number of years
___




	




	
Yes

	
 

	
No


	









 

 

 






C-4. Risk Tolerance:



 




☐

Speculative








☐

Aggressive








☐

Moderate








☐

Low





 


C-5. Please provide in the space below
anyadditional information which would indicate that you have
sufficient knowledge and experience in financial and business
matters so that you are capable of evaluating the merits and risks
of investing in restricted securities of private or thinly traded
enterprise.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 






 


 

 


 





	

 










	

 









 


Sustainability
Questionnaire


4 
1









 





 


C-6. Are you, your spouse, or any other
immediate family members, including parents, in- laws, and siblings
that are dependents, an officer, director or greater than ten
percent (10%) shareholder of the Company?


 

















	
 

	
 

	
 


	


Yes

	
 

	


No 










  




C-7. Are you the beneficial or
registered owner of any securities of the Company other than the
Securities to be purchased pursuant to the attached Subscription
Agreement?


 

















	
 

	
 

	
 


	


Yes

	
 

	


No 










  


If Yes,
please describe the type and amount of such other
securities.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 







 


C-8. Are you, your spouse, or any other
immediate family members, including parents, in- laws, and siblings
that are dependents, employed by or associated with the securities
industry (for example, investment advisor, sole proprietor,
partner, officer, director, branch manager or broker at a
broker-dealer firm or municipal securities dealer) or a financial
regulatory agency, such as FINRA or the New York Stock
Exchange?

 
















	
 

	
 

	
 


	


Yes

	
 

	


No 










  




If Yes,
please provide the name and contact information for such
firm.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 







 


C-9. Are you a senior military,
governmental or political official in a non-US
country?

 
















	
 

	
 

	
 


	


Yes

	
 

	


No 










  


If Yes,
please provide the name of the country.



	
 

	
 

	
 

	
 







 

 





	

 










	

 









Sustainability
Questionnaire


5 
1









 





 


ACCREDITED
INVESTOR STATUS CERTIFICATION


Know
Labs, Inc. (the “Company”)

 


____________________________________________________________________(“Client”)
has requested that I provide the Company with this Accredited
Investor Status Certification (this “Certification”)
to assist the Company in itsverification of Client’s status
as an “Accredited Investor” within the meaning of Rule
501(a) of the Securities Act of 1933, in connection with
Client’s potential purchase of securities offered for sale by
the Company (the “Offering”).

 

1.    I
hereby certify that I am (please check the appropriate
box):

 




☐

a registered
broker-dealer, as defined in the Securities Exchange Act of 1934,
CRD number:











_____________;
















☐

a state or federal
registered investment advisor, CRD number:
__________________________________;





 




☐

a licensed attorney
in good standing in all jurisdictions where I am admitted to
practice law, state and bar number:
______________________________________________________________________________
;





 




☐

a certified public
accountant in good standing under the laws of the place of my
residence or principal office, state and license
number:______________________________________________________________________________.





 




☐

A certified
financial planner; or





 




☐

Another licensed
professional:
_________________________________________________________________________________.





 

2. I hereby represent
that, within the prior three months, I have conducted a reasonable
investigation into the financial status of Client, and therefore
hereby certify that Client satisfies one or more of the following
criteria (check each box that applies):


 




☐

a natural person
whose individual “net worth,”1 or joint net worth with Client’s
spouse, exceeds $1,000,000 (may be
shown by bank statements, brokerage statements, and other
statements of securities holdings, certificates of deposit, tax
assessments, or appraisal reports issued by independent third
parties);





 




☐

a natural person
who had an individual income in excess of $200,000 in each of the
two most recent years, or joint income with Client’s spouse
in excess of $300,000 in each of those years (shown by any IRS form
that reports the investor’s income for the two most recent
years (e.g., Form W-2, Form 1099, Schedule K-1 to Form 1065, Form
1040);






 


 


 

 






1 “Net worth” means the excess
of total assets at fair market value over total liabilities,
excluding Client’s primary residence and the related amount
of indebtedness secured by the primary residence up to its fair
market value; provided,
however, that indebtedness
secured by the primary residence should be considered a liability
and deducted from net worth to the extent that: (i) the amount of
such indebtedness outstanding at the time of the investigation
exceeds the amount outstanding 60 calendar days before such time,
other than as a result of the acquisition of the primary residence;
and (ii) the amount of the indebtedness exceeds the estimated fair
market value of the primary residence at the time of the
investigation.





	

 


 










	

 









 


Accredited
Investor Status Certification



1 
1









 





 




☐

an entity such as
an Individual Retirement Account (IRA) or Self-Employed Person
(SEP) Retirement Account, and all beneficial owners meet at least
one of the two standards listed immediately above;





 




☐

an employee benefit plan within the meaning of
Title 1 of ERISA and the plan has total assets in excess of
$5,000,000;





 




☐

a corporation,
partnership, Massachusetts business trust, or non-profit
organization within the meaning of Section 501(c)(3) of the
Internal Revenue Code with total assets in excess of
$5,000,000;





 




☐

a trust with total
assets in excess of $5,000,000;





 




☐

a business in which
all equity owners are Accredited Investors; or





 




☐

a bank, insurance
company, registered investment company, business development
company, or small business investment company.






 


To the
best of my knowledge, no facts, circumstances, or events have
arisen after my investigation that the Client has ceased to be an
Accredited Investor.


 


I
acknowledge that the Company will rely upon this Certification in
determining the Client’s eligibility to participate in the
Offering and I consent to such reliance. However, this
Certification may not be used, quoted from, referred to, or relied
upon by the Company or by any other person for any other
purpose.


 


This
Certification is limited to the matters expressly set forth herein
and speaks only as of the date set forth below. Nothing may be
inferred or implied beyond the matters expressly contained herein.
The undersigned assumes no obligation to update this
letter.

 


 

Dated:
_____________________________, __________


 

Firm Name:
_________________________________________________________________________________

 

Firm Address: 
_______________________________________________________________________________

 

Firm Phone
Number: __________________________________________________________________________

 

Signature: 
___________________________________________________________________________________

 

Printed Name and
Title: _________________________________________________________________________



 

 

 

 

 

 


Accredited Investor
Status Certification


2 
1