Know Labs, Inc. entered into a securities purchase agreement to issue senior convertible notes in the aggregate principal amount of $14,400,000 for an aggregate purchase price $12,000,000 and Common Stock purchase warrants for an aggregate proceeds of $12,000,000 on February 27, 2024.The transaction included participation from Lind Global Fund II LP, a fund managed by The Lind Partners, LLC. The Notes do not carry any interest and matures on February 27, 2026. The Notes are issued at a discount of 16.7%. The Notes are convertible into shares of the Company?s common stock at an initial conversion price of $1 per share subject to adjustment. Beginning on the date that is 120 days from the issuance date of each Note and on each one month anniversary thereafter for 20 months, the Company shall pay Lind an amount equal to the greater of 5% of the aggregate principal amount of such Note or $240,000, until the outstanding principal amount of such Note has been paid in full prior to or on its maturity date or, if earlier, upon acceleration, conversion or redemption of such Note in accordance with the terms thereof. At the Company?s discretion, the Monthly Payments shall be made in cash, shares of the Company?s common stock, or a combination of cash and shares; if made in shares, the number of shares shall be determined by dividing the principal amount being paid in shares by 90% of the average of the 3 lowest daily VWAPs during the 20 trading days prior to the applicable payment date. The Warrant may be exercised via cashless exercise in the event there is no effective registration statement covering the shares of Common Stock underlying a Warrant exercise. The Warrant will be exercisable for 60 months following the date that is 6 months following the initial funding date at an exercise price equal to $0.8 per share, a 20% premium to the closing price of $0.667, subject to adjustment in accordance with the terms of the Warrant. The Funding Agreement and the issuance of securities thereunder has been approved by the New York Stock Exchange American. The Company shall be required to seek Shareholder Approval. The board of directors of the Company has authorized the issuance to the Investor of the Notes and the Warrants. The Securities was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act and corresponding provisions of state securities or ?blue sky? laws.

On same date, the company issued senior convertible notes principal amount of $4,800,000 for a purchase price of $4,000,000 and an initial Warrant to purchase up to 3,000,000 shares of the Company?s common stock for an aggregate proceeds of $4,000,000 in its first tranche.