knwn_ex105.htm

EXHIBIT 10.5
  
 EXTENSION OF WARRANT AGREEMENT 
 December 7, 2022
  
 THIS EXTENSION OF WARRANT AGREEMENT (this “Agreement”) is made and entered into as of December 7, 2022, by and between Clayton A. Struve (the “Holder”) and Know Labs, Inc., a Nevada corporation f/k/a Visualant, Incorporated (the “Company”).
  
 RECITALS
  
 WHEREAS, the Holder owns those certain warrants to purchase shares in the Company, as set forth in Schedule A attached hereto and incorporated herein by reference (the “Warrant(s)”) (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the respective Warrants);
  
 WHEREAS, the Warrants currently have varying Expiration Dates throughout 2024; and
  
 WHEREAS, on the date hereof, the Holder and the Company extended the maturity dates of certain promissory notes and debentures held by the Holder, and as consideration for such extension, the Company wishes to amend the Warrants to extend the Expiration Dates by one (1) year from the currently stated Expiration Dates, as set forth in Schedule A (the “Amended Expiration Dates”).
  
 AGREEMENT
  
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to the following.
  
 1. Amendment of Expiration Date. The Expiration Dates of the Warrants are hereby amended to the Amended Expiration Date as set forth in Schedule A attached hereto and incorporated herein by reference.
  
 2. Effect of Amendment. Except as specifically set forth in this Agreement, the terms of the Warrants remain in full force and effect. 
  
 3. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
  
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
   
 	 Company:
	 Holder:

	  
	  
	  
	  
	  

	 KNOW LABS, INC. 
	 CLAYTON A. STRUVE 

	  
	  
	  
	  
	  

	 By:
	 /s/ Ronald P. Erickson
	 By:
	 /s/ Clayton A. Struve
	  

	Name:	 Ronald P. Erickson 
		 Clayton A. Struve
	  

	Title:	 Chairman
	  
	  
	  


  
 	 
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 SCHEDULE A
  
 	 Warrant No./Class
	  
	 Issue Date
	  
	 No. Warrant 
 Shares
	  
	  
	 Exercise 
 Price
	  
	  
	 Current 
 Expiration 
 Date 
	  
	 Amended 
 Expiration 
 Date 
	 
	 Clayton A. Struve Warrant 
	  
	 08-14-2017
	  
	  
	1,440,000	  
	  
	$	0.25	  
	  
	 08-13-2024
	  
	 08-13-2025
	 
	 Clayton A. Struve Warrant 
	  
	 12-12-2017
	  
	  
	1,200,000	  
	  
	$	0.25	  
	  
	 12-11-2024
	  
	 12-11-2025
	 
	 Clayton A. Struve Warrant
	  
	 08-04-2016
	  
	  
	1,785,715	  
	  
	$	0.25	  
	  
	 08-04-2024
	  
	 08-04-2025
	 
	 Clayton A. Struve Warrant
	  
	 02-28-2018
	  
	  
	1,344,000	  
	  
	$	0.25	  
	  
	 02-28-2024
	  
	 02-28-2025
	 

  
 	 
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