LONG KNIGHTSCOPE. SHORT THE CRIMINALS.

PUBLIC OFFERING AND LISTING

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When and where are Knightscope’s shares listed?
Knightscope’s Class A Common Stock is listed on the Nasdaq Global Market under ticker symbol “KSCP”. The shares will begin trading on January 27, 2022. No other class of securities of Knightscope are listed on Nasdaq.
When will existing stockholders be able to start trading shares purchased during prior Regulation A Offerings and/or Private Placements?

On the first day of trading, January 27, 2022, we anticipate that you will be able to buy more shares in the open market on most trading platforms such as Robinhood, Fidelity, E-Trade or whatever your favorite broker might be. Stockholders holding shares of Preferred Stock of Knightscope will first need to convert their shares of Preferred Stock into Class A Common Stock before trading. See “STOCK CONVERSION – Will my Preferred Stock automatically convert to Class A Common Stock when Knightscope is publicly listed?” below.

How many classes of shares does the Company have?
Knightscope presently has three classes of stock, designated Class A Common Stock, Class B Common Stock and Preferred Stock. The Company has issued eight different series of Preferred Stock. Only the Class A Common Stock is listed for trading on Nasdaq.
Does Knightscope pay dividends?
Not at this time. Any future determination to declare cash dividends will be made at the discretion of our Board, subject to, among other things, our results of operations, financial condition and other considerations.

TRANSFER AGENT

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What is a transfer agent?
Transfer agents maintain a record of ownership, including contact information, of an issuer’s registered stockholders. After the Class A Common Stock is listed on Nasdaq, you will be able to deposit any shares into which your Preferred Stock converts with a broker. Until you deposit your shares in a brokerage account, the transfer agent will maintain the record of your ownership. Once you deposit your shares with a broker, the broker will maintain that record. (Please see the section below for more information on “How do I move my shares to a brokerage account after the stock is listed on NASDAQ?
Who is Knightscope’s transfer agent? How do I trade my stock if I don’t own Class A Common Stock?

Effective November 1, 2021, Computershare now serves as Knightscope’s transfer agent. Stockholders who purchased Class B Common Stock or any series of Preferred Stock will be able to convert their shares into Class A Common Stock through an online portal hosted by Computershare at www.knightscopeconversion.com/offer/.

Once converted, and once the Company is listed on Nasdaq, stock that was purchased in one of our prior Regulation A offerings will generally be freely tradable through the broker of your choice. Stock that was purchased in one of our prior private placements will generally be freely tradable through the broker of your choice, subject to certain conditions (generally, that the stock has been held for more than one year (or 6 months after we have been an SEC reporting company for 90 days) and that the stockholder is not an “affiliate” of Knightscope within the meaning of the SEC’s rules and regulations). This means that investors who purchased stock in one of our prior private placements may not be able to immediately trade those shares once the Company begins trading on Nasdaq. Investors should have received an introductory email, on or around November 19, 2021, directly from Computershare [sender: donotreply@knightscopeconversion.com ] with information on how to access and manage their accounts as well as other important information.

How do I access the Investor Center and the conversion portal?

For all classes of stock, except Series m Preferred Stock purchased through SeedInvest:

On Friday, November 19, 2021, you should have received two emails
          from ‘donotreply@knightscopeconversion.com’ with new login
          credentials to be used to access your Investor Center account and the
          conversion portal (one email contains the account number and the
          second email contains the control code required to access the conversion
          portal).

For stockholders holding Series m Preferred Stock purchased through SeedInvest:

On or about December 29, 2021, you should have received two emails
          from ‘donotreply@knightscopeconversion.com’ with new login
          credentials to be used to access your Investor Center account and the
          conversion portal (one email contains the account number and the
          second email contains the control code required to access the conversion
          portal).

Please check your email account (and your spam folder) used to purchase the stock before reaching out for assistance.

Is there any difference between accessing the Investor Center and the conversion portal?

Stockholders interested in converting their stock can go straight to the conversion portal to do so. The Investor Center is a separate account that holds the stock and other information related to those investments. Stockholders need not register in Investor Center in order to access the conversion portal.

To protect our stockholders, some extra steps are required to access the Investor Center as opposed to the conversion portal. To access the Investor Center, stockholders will be required to properly answer questions, only they may know, and thereafter, an access code will be mailed through the U.S. Post Office to the stockholder. Immediate access to the Investor Center will not be granted if the security process cannot be successfully completed. Do not be alarmed if the security questions you are asked do not apply to you. It is simply a security verification process.

On the other hand, stockholders may immediately access the conversion portal provided they enter their correct zip code OR the last four numbers of their social security number – do not input both.

Please Note: Investors for whom neither an address nor a tax ID were on file will not be able to immediately access the conversion portal without first completing a W-9 tax form with Computershare or updating your address in Investor Center.

Is there an online tutorial I can watch that walks through the conversion portal and conversion process?

Yes; here is the link for a tutorial on the conversion portal and process: https://youtu.be/NtTtF2Cs_Go

And here is the link to access the conversion portal: www.knightscopeconversion.com

What happens to my stock if the Company cannot contact me?
State law governs the Company’s obligations to surrender stock to the state if it cannot locate a stockholder after a period of time. Thus, stockholders are encouraged to keep their addresses up to date with the transfer agent.
What if I hold a paper stock certificate?
If you hold a paper certificate, Computershare, upon request, will provide instructions on how to turn in your paper certificate and convert those shares into book form via the online conversion portal.
Does Knightscope issue 1099’s or K-1’s?
Knightscope is a C-Corp and, therefore, does not issue K-1’s. Computershare will issue 1099’s, as required by law, based on financial transactions related to any sales of the stock. When you begin the process to convert your shares to Class A Common Stock, you will be asked to provide your taxpayer ID and complete a form W-9 or W-8BEN, as appropriate.
What number should my broker use to contact Computershare?

The Dedicated Broker Inquiry Specialist Team can be reached at 1-866-690-8162.
The number for international brokers is 1-781-575-4019.

Why did I receive a W-9 Tax Form in the mail from Computershare?
All Computershare accountholders are required to certify their Tax ID's. This can either be done by mail using the form provided or online via Investor Center or the conversion portal. Please note that all stockholders will be required to certify their Tax ID's as part of the online conversion process.
How can I contact Computershare?

Stockholders may contact Computershare directly as follows. When contacting Computershare,
stockholders should indicate they are a Knightscope stockholder.

Telephone inquiries: 1-866-481-3485 (U.S.)
                                 1-781-575-2482 (International)
                                  Hours of Operation: 8:00 AM to 8:00 PM EST

E-mail inquiries: web.queries@computershare.com

Link to the Computershare Contact Us Page:
https://www-us.computershare.com/Investor/#Contact/Enquiry

Link for shareholders to login to their account online:
https://www-us.computershare.com/Investor

Mailed Inquiries Should be Sent to:
           By United States Postal Service:

      Computershare
      P.O. Box 505000
      Louisville, KY 40233-5000

            By Overnight Courier (FedEx/UPS/DHL, etc.):

      Computershare
      462 South 4th St., Ste. 1600 Louisville, KY 40202

Setting Up Online Access with Computershare
Selling Shares After Knightscope is a Publicly Traded Company

BROKERAGE ACCOUNTS

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How do I move my Class A Common Stock to a brokerage account after the stock is listed on Nasdaq?

1. TRANSFER CLASS A SHARES FROM COMPUTERSHARE TO BROKERAGE ACCOUNT – MAY TAKE 3-5 BUSINESS DAYS TO PROCESS

After you convert your shares of Preferred Stock or Class B common stock to Class A common stock and all restrictive legends are removed from your shares, you may electronically transfer your Class A common stock out of Computershare and into your personal brokerage account. You will need to contact your broker or your financial advisor and ask them to transfer your shares from Computershare via the Direct Registration System (“DRS”). Your broker will submit an electronic request to Computershare through the Direct Registration Profile System.

Your broker will initiate the request through their back office using the following shareholder information:

brokerage

2. SELLING CLASS A SHARES DIRECTLY THROUGH COMPUTERSHARE

After you convert your shares of preferred stock or Class B common stock to Class A common stock and all restrictive legends are removed from your shares, you may sell your Class A shares directly through Computershare. If you would like to sell your Class A shares directly through Computershare, please ensure that your Computershare online account (“Investor Center”) is set-up ahead of time. Fees to sell via market or limit order are: $25.00 flat fee plus $0.12 per share commission. Below are some limits/restrictions on selling Class A shares through your Computershare online account:

  • Only individual, joint accounts, and trust accounts may access their account online via Investor Center. Trust Accounts must have a Trustee and Tax ID listed on the account. Corporations, Limited Partnerships and LLCs cannot sell shares via Investor Center due to security reasons. Instructions are provided below on the requirements to sell shares via written instructions.
  • The sale limit is $5,000 if the address was changed within the past 14 calendar days.
  • Wire transfers for sales are not allowed if new wire instructions were added or a change was made to existing wire instructions within the past 14 calendar days. Wire fee is $35.00.
  • A mobile number is needed to process transactions valued over $1,000,000.
  • Any transaction over $2,000,000 must be submitted in writing

Sales limits over the phone: Representative-assisted sales - $25,000 limit, additional fees will apply. IVR sales – up to $100,000 estimated value, additional fees will apply.

Fees will be provided at point of sale. Shareholders will need to agree to fees prior to executing a sale.

Sales requests from corporate accounts must be in writing and include the following:

  • A written request signed by an authorized individual of the corporation
  • An original Corporate Resolution, with a raised seal (if applicable), dated within 180 days, that states the authorized signer has the authority to transact on behalf of the Corporation. The Corporate Resolution cannot be certified by the authorized signer.

OR

  • A written request signed by an authorized individual of the corporation with a Medallion Signature Stamp. You will need to make sure that the level of the stamp covers the value of the number of shares you are selling (we suggest requesting a Z level Medallion from your financial institution).
  • Any transaction over $10,000,000 contact Computershare for additional requirements.

STOCK CONVERSION

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Will my Preferred Stock automatically convert to Class A Common Stock when Knightscope is publicly listed?

No. There will not be an automatic conversion of any class of stock upon listing the Class A Common Stock on Nasdaq. Your stock can be converted at any time at the discretion of the stockholder. The conversion portal will allow for the conversion of all, or a portion of the stock held in each investor’s account.

Below please find a summary of the conversion features of Knightscope’s various classes of stock.

  • Series A Preferred Stock convertible to Class B Common Stock
  • Series B Preferred Stock convertible to Class B Common Stock
  • Series m Preferred Stock convertible to Class A Common Stock
  • Series m-1 Preferred Stock convertible to Class A Common Stock
  • Series m-2 Preferred Stock convertible to Class B Common Stock
  • Series m-3 Preferred Stock convertible to Class A Common Stock
  • Series m-4 Preferred Stock convertible to Class A Common Stock
  • Series S Preferred Stock convertible to Class A Common Stock
  • Class B Common Stock convertible to Class A Common Stock

In order to ultimately convert your shares into Class A Common Stock, more than one conversion may be required. More specifically, if you hold shares of Preferred Stock that converts into Class B Common Stock and you wish to convert those shares into Class A Common Stock, you will need to first convert your shares of Preferred Stock into Class B Common Stock and then convert your shares of Class B Common Stock into Class A Common Stock.

Please note that there may be additional shares of Class A Common Stock issuable as a result of the anti-dilution adjustment to the conversion ratio for the Series m Preferred Stock, Series m-1 Preferred Stock, Series m-2 Preferred Stock and Series S Preferred Stock. After applying the applicable conversion ratio to the conversion calculation, fractional shares may result. If this is the case, Computershare will refund you the value of those fractional shares, as determined by the Company.

ATTENTION Non-US Investors:
All non-US investors will not be eligible to use the conversion portal and must submit requests to convert shares via the Conversion Notice form.
How do I access my Investor Center account at Computershare as a non-US Investor?

Account Access – Login Instructions:

To access your account through our online system known as Investor Center, please follow the instructions provided below:

  • Go to www.computershare.com/investor.
  • Please ensure that the page lists “United States” in the upper right corner. If it doesn’t, please select “United States” from the dropdown menu.
  • Select "Create Login."
  • Select Option 2 to register using your Computershare Account Number and then select “I am not a U.S. resident”. Your Computershare account number starts with the letter “C” and is following by 10 digits.
  • When it asks you to select a company, type in “Knightscope” and choose “PVTZZZ - KNIGHTSCOPE, INC.”.
  • Then, review our terms and conditions and if you agree to them, select the option to agree.
  • You will now be able to create a User ID and password.
  • Important Tip to Note: When asked to verify your email address, please be sure to do so using a separate browser window so that you do not cancel out of the registration process.

Once your User ID and password are established, most users will have immediate access to their accounts; however, for security reasons, some users may be initially restricted. In these cases, we will send you a Verification Code by regular postal mail. Once received, you will then need to key it in on Investor Center. The Verification Code should arrive at the address of record within 7 business days. Please allow additional time for delivery to addresses outside of the United States.

If I convert my shares of Preferred Stock into shares of Class A Common Stock or Class B Common Stock, will I retain my liquidation preference?

No. Preferred Stock that is converted into shares of Class A Common Stock or Class B Common Stock will no longer be entitled to a liquidation preference. For more information on the liquidation preferences of our various series of Preferred Stock, see “Note 6” to our condensed financial statements (unaudited) included in our offering circular filed on Form 1-A with the SEC on January 26, 2022.

If I convert my shares of Super-voting Preferred Stock into Class A Common Stock, or convert my Class B Common Stock into Class A Common Stock, will I retain my super-voting rights?

No. Super-voting Preferred Stock that is converted into Class A Common Stock, or Class B Common Stock that is converted into Class A Common Stock, will no longer be entitled to super-voting rights. For more information on the voting rights of our classes of stock, and the various series of our Preferred Stock, see “Note 6” to our condensed financial statements (unaudited) included in our offering circular filed on Form 1-A with the SEC on January 26, 2022.

PRIOR INVESTMENTS

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What do I do with my existing stock, and how can I trade it once Knightscope is publicly listed?
The Series m Preferred Stock purchased through SeedInvest are held in street name by New Direction IRA, Inc. Therefore, if you purchased stock through SeedInvest, you will need to work through SeedInvest to convert your stock to Class A Common Stock in order to trade the shares after the Company is listed on Nasdaq.
I invested through SeedInvest. How do I go about getting my shares to be able to trade them?

The transfer from the custodian accounts to the beneficial owners was completed by Computershare in late December 2021. On or about December 29, 2021, holders of Series m Preferred Stock should have received two emails from donotreply@knightscopeconversion.com with new login credentials to be used to access your Investor Center account and the conversion portal. Please check your account (and your spam folder), as they contain important information, including your account code and control code. You will need this information to access the conversion portal at: www.knightscopeconversion.com.

The portal contains all of the information you will need relating to the conversion of your shares, including the ratio.

International investors will need to submit the conversion form to Computershare in order to convert their Series m Preferred Stock. (See above: Will my Preferred Stock automatically convert to Class A Common Stock when Knightscope is publicly listed?)

 

I invested through StartEngine. How do I go about getting my shares to be able to trade them?
Shares purchased through StartEngine are held at our transfer agent (Computershare). You will be able to manage your shares directly through the transfer agent.
I invested through SeedInvest and StartEngine. Will my stock be converted automatically?

Series S Preferred Stock purchased through StartEngine is currently held at Computershare. Once your account with Computershare is active, you will be able to convert your Preferred Stock into Class A Common Stock online via the conversion portal, at your discretion. Once converted, you will be able to deposit the Class A Common Stock into a brokerage account.

If you purchased stock through SeedInvest, those shares, upon transfer into your name, were likely deposited into a separate Computershare account from your Series S Preferred Stock purchased through StartEngine. The login credentials for the new account holding the Series m Preferred Stock were emailed to all accountholders, for whom email addresses were available, on December 29, 2021.

GENERAL

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Where is Knightscope’s corporate headquarters?
We are based in the heart of Silicon Valley in Mountain View, California.
The corporate address is 1070 Terra Bella Avenue, Mountain View, CA 94043
Where is the Company incorporated?
We are a Delaware corporation.
Where can I find the Company’s SEC filings?
All of Knightscope’s regulatory filings with the SEC, including financial reports, can be found here.
Why did you build Knightscope?
Read the story from our CEO.
Who is on the Knightscope Advisory Board?
Please visit our Advisors Page.
Who is on the Knightscope Board and Management Team?
Please visit our Board Page and our Management Page.

FOR FURTHER INFORMATION

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Who can I contact about specific investor relations questions?
Need to speak to a human? Our live answer hours at (650) 679-7626 are Monday through Friday 5am – 9pm as well as Saturdays and Sundays 6am – 6pm Pacific Time. Contact us.
Are any other brokers assisting with transfers and opening accounts?

Yes; R.F. Lafferty & Co., Inc. will assist with transfers and opening accounts. They have set up a link that will be live on January 27, 2022 and they have a special phone number. Here is their contact information:

R. F. Lafferty & Co., Inc.
40 Wall Street, 29th Floor,
New York, NY 10005
ipo@rflafferty.com
Tel. 212-293-9050
https://www.rflafferty.com/knightscope

Forward Looking Statements.

This document may contain “forward-looking statements” about Knightscope’s future expectations, plans, outlook, projections and prospects. Such forward-looking statements can be identified by the use of words such as “should,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” “proposes” and similar expressions. Although Knightscope believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in the offering circular filed with the SEC on January 26, 2022. Forward-looking statements speak only as of the date of the document in which they are contained, and Knightscope does not undertake any duty to update any forward-looking statements except as may be required by law.