SECURITIES PURCHASE AGREEMENT EXHIBIT LIST SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2023 • High Wire Networks, Inc. • Telephone communications (no radiotelephone) • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of September __, 2023, between High Wire Networks, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2021 • Hwn, Inc. • Telephone communications (no radiotelephone)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each of the Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2016 • Mantra Venture Group Ltd. • Miscellaneous electrical machinery, equipment & supplies • Florida
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 10, 2016, by and between MANTRA VENTURE GROUP, LTD., incorporated in British Columbia, with headquarters located at 1562 128th Street, Surrey BC Canada, V4A 3T7 (the “Company”), and Old Main Capital, LLC, a Florida limited liability company, with its address at 3109 Stirling Road, Suite 100, Fort Lauderdale, FL 33312 (the “Buyer”).
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE OCTOber 17, 2020Spectrum Global Solutions, Inc. • May 9th, 2019 • Telephone communications (no radiotelephone) • New York
THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Promissory Notes of Spectrum Global Solutions, Inc., a Nevada corporation (the “Company”), having its principal place of business at 300 Crown Oak Centre Drive, Longwood, FL 32750, designated as its Senior Secured Convertible Promissory Note due October 17, 2020 (the “Note,” and collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 18th, 2018 • Spectrum Global Solutions, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 18, 2018, between Spectrum Global Solutions, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and permitted assigns, the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • September 29th, 2023 • High Wire Networks, Inc. • Telephone communications (no radiotelephone)
This SECURITY AGREEMENT, dated as of September__, 2023 (this “Agreement”), is among HIGH WIRE NETWORKS, INC., a Delaware corporation (the “Company”), each Guarantor (as defined below), the holders of the 18% Senior Subordinated Secured Convertible Debentures issued by the Company in the original aggregate principal amount of up to $5,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”), and [Collateral Agent], in its capacity as Agent (as defined below).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 29th, 2023 • High Wire Networks, Inc. • Telephone communications (no radiotelephone) • New York
SUBSIDIARY GUARANTEE, dated as of September __, 2023 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”), to that certain Securities Purchase Agreement, dated as of the date hereof, by and among High Wire Networks, Inc., a Delaware corporation (the “Company”), and the Purchasers (the “Purchase Agreement”).
MANTRA VENTURE GROUP LTD. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMantra Venture Group Ltd. • August 9th, 2017 • Miscellaneous electrical machinery, equipment & supplies
On April 25, 2017, Mantra Venture Group Ltd. (the “Company” or “Mantra”) entered into and closed on an Asset Purchase Agreement (the “Agreement”) with InterCloud Systems, Inc. (“InterCloud”), a Delaware corporation. Pursuant to the terms the Agreement, InterCloud agreed to sell, and Mantra agreed to purchase, 80.1% of the assets associated with InterCloud’s “AW Solutions” business (“AWS”) including, but not limited to, fixed assets, real property, intellectual property, and accounts receivables (collectively, the “Assets”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • September 11th, 2019 • Spectrum Global Solutions, Inc. • Telephone communications (no radiotelephone) • Kansas
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 29, 2019 (the “Execution Date”), by and between SPECTRUM GLOBAL SOLUTIONS, INC., a Nevada corporation (the “Company”), and Oasis Capital, LLC, a Puerto Rico limited liability company (the “Investor”).
COMMON STOCK PURCHASE WARRANT HIGH WIRE NETWORKS, INC.High Wire Networks, Inc. • September 29th, 2023 • Telephone communications (no radiotelephone)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on [_____], 20283 (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from High Wire Networks, Inc., a Nevada corporation (the “Company”), up to ______4 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractSpectrum Global Solutions, Inc. • March 2nd, 2018 • Miscellaneous electrical machinery, equipment & supplies • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
ContractPrivate Placement Subscription Agreement • March 9th, 2012 • Mantra Venture Group Ltd. • Miscellaneous electrical machinery, equipment & supplies • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
CONSULTING AGREEMENTConsulting Agreement • April 18th, 2012 • Mantra Venture Group Ltd. • Miscellaneous electrical machinery, equipment & supplies • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto agree as follows:
EXCHANGE AGREEMENTExchange Agreement • May 9th, 2019 • Spectrum Global Solutions, Inc. • Telephone communications (no radiotelephone) • New York
This EXCHANGE AGREEMENT (the “Agreement”) is dated this ___ day of _________, 2019, by and between Spectrum Global Solutions, Inc., a Nevada corporation (the “Company”), and Dominion Capital LLC (the “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2019 • Spectrum Global Solutions, Inc. • Telephone communications (no radiotelephone) • Kansas
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 29, 2019 (the “Execution Date”), is entered into by and between SPECTRUM GLOBAL SOLUTIONS, INC., a Nevada corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto Rico limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2019 • Spectrum Global Solutions, Inc. • Telephone communications (no radiotelephone) • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 14th day of November 2019 (the “Effective Date”), by and between Spectrum Global Solutions, Inc., a Nevada Corporation (the “Company”), and Silas Poel (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 10th, 2021 • Hwn, Inc. • Telephone communications (no radiotelephone) • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of November 3, 2021, between HWN, Inc. (f/k/a Spectrum Global Solutions, Inc., a Delaware corporation (the “Company”), and Dominion Capital LLC, a Connecticut limited liability company (the “Initial Purchaser” and, including its successors and permitted assigns, the “Purchaser”).
GENERAL SECURITY AGREEMENTGeneral Security Agreement • May 1st, 2017 • Mantra Venture Group Ltd. • Miscellaneous electrical machinery, equipment & supplies • New York
GENERAL SECURITY AGREEMENT dated _____, 2017, by and between Mantra Venture Group Ltd., a British Columbia corporation, with headquarters located at c/o AW Solutions, Inc., 300 Crown Oak Centre Drive, Longwood, Florida 32750 (the “Debtor”), and the investors set forth on Schedule A hereof (collectively, the “Secured Party”).
ADEX CORPORATION HERITAGE BANK OF COMMERCE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2018 • Spectrum Global Solutions, Inc. • Telephone communications (no radiotelephone) • California
This Loan And Security Agreement is entered into as of October 10, 2018, by and between Heritage Bank of Commerce (“Bank”) and ADEX Corporation (“Borrower”).
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE DECEMBER 29, 2023Hwn, Inc. • November 10th, 2021 • Telephone communications (no radiotelephone) • Nevada
This Senior Secured Convertible Promissory Note is a duly authorized and validly issued Senior Secured Convertible Note of HWN, Inc. (f/k/a Spectrum Global Solutions, Inc.) (the “Company”), designated as its Senior Secured Convertible Promissory Note due December 29, 2023 (this “Note”), issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of November 3, 2021, between the Company and Dominion Capital LLC (together with its successors and registered assigns, the “Holder”), a company organized and existing under the laws of the State of Connecticut (the “Purchase Agreement”).
SECURITY AGREEMENTSecurity Agreement • April 26th, 2018 • Spectrum Global Solutions, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This SECURITY AGREEMENT, dated as of April 23, 2018 (this “Agreement”), is among Spectrum Global Solutions, Inc., a Nevada corporation (the “Company”), any subsidiary and affiliate of the Company that is a signatory hereto either now or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and the holder of the Company’s Senior Secured Convertible Promissory Note in the principal amount of $1,578,947.37 signatory hereto, its endorsees, transferees and assigns (collectively, the “Secured Lender”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2017 • Mantra Venture Group Ltd. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of April 28, 2017, by and among Mantra Venture Group Ltd., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
Mantra Venture Group Ltd. #562 800-15355 24th Ave. Surrey, BC V4A 2H9 CONSULTING AGREEMENTConsulting Agreement • September 12th, 2013 • Mantra Venture Group Ltd. • Miscellaneous electrical machinery, equipment & supplies
THIS AGREEMENT (the "Agreement") effective as of the 01 day of July , 2013 (the “Effective Date”), entered into between Mantra Venture Group Ltd. (the "Company") and 0798465 BC Ltd. (the “Consultant”) in connection with the provision of Consultant’s services to Company.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 10th, 2023 • High Wire Networks, Inc. • Telephone communications (no radiotelephone) • New York
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of March 6, 2023, by and among High Wire Networks, Inc., a Nevada corporation (the “Seller” ); ADEX Corporation, ADEX Canada LTD., ADEX Puerto Rico, LLC and ADEXCOMM (collectively referred to as the “Company”), and ADEX Acquisition Corp., a Delaware corporation (“Buyer”). Buyer, the Seller and the Company are each a “Party” to this Agreement and are sometimes referred to hereinafter collectively as the “Parties.”
COMMON SHARE PURCHASE WARRANT MANTRA VENTURE GROUP LTD. Warrant To Purchase Common StockPurchase Agreement • May 1st, 2017 • Mantra Venture Group Ltd. • Miscellaneous electrical machinery, equipment & supplies • New York
MANTRA VENTURE GROUP LTD., a British Columbia corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _______, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 5:30 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid nonassessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in
DIRECTOR AGREEMENTOption Agreement • September 23rd, 2009 • Mantra Venture Group Ltd. • Miscellaneous electrical machinery, equipment & supplies
THIS AGREEMENT WITNESSES that in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
Intellectual property SECURITY AGREEMENTIntellectual Property Security Agreement • April 26th, 2018 • Spectrum Global Solutions, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS Intellectual property SECURITY AGREEMENT (this “Agreement”), dated as of April 23, 2018, by Spectrum Global Solutions, Inc., a Nevada corporation (the “Grantor”), in favor of Dominion Capital, LLC, as secured lender (the “Secured Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2023 • High Wire Networks, Inc. • Telephone communications (no radiotelephone) • Illinois
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 31st day of January, 2023 (the “Effective Date”), is made and entered into by and between High Wire Networks, Inc., a Nevada corporation (hereinafter referred to as the “Company”), located at 30 North Lincoln St, Batavia, IL 60510 and Stephen LaMarche of 9 Charing Cross, Lynnfield, MA 01940 (hereinafter referred to as “Employee”) (collectively, the “Parties”).
SHARE PURCHASE AGREEMENT by and among SPECTRUM GLOBAL SOLUTIONS, INC., and WAVETECH GmbH DATED AS OF JULY 15, 2019Share Purchase Agreement • July 18th, 2019 • Spectrum Global Solutions, Inc. • Telephone communications (no radiotelephone) • Delaware
This SHARE PURCHASE AGREEMENT (together with all Schedules and Exhibits, this “Agreement”), dated as of July 15, 2019, is entered into by and among WAVETECH GmbH., a German corporation, its subsidiaries and its and their respective affiliated entities (collectively, the “Company” or “WaveTech”), and SPECTRUM GLOBAL SOLUTIONS INC., a Nevada corporation (the “Buyer”). The Company and Buyer are each referred to herein as a “Party” and collectively as, the “Parties”.
Powered By Libertas Funding LLC AGREEMENT OF SALE OF FUTURE RECEIPTSAgreement of Sale of Future Receipts • January 31st, 2019 • Spectrum Global Solutions, Inc. • Telephone communications (no radiotelephone) • New York
This AGREEMENT OF SALE OF FUTURE RECEIVABLES (this “Agreement”) dated as of 12/24/2018, is made by and between Libertas Funding LLC., a Connecticut limited liability company as purchaser (“Purchaser”), the merchant whose name, address and other pertinent information is set forth below, as seller (“Merchant”), and the individual owner/guarantor of the Merchant whose name, address and other pertinent information are set forth below (“Guarantor”).
THIS AGREEMENT made effective the 17th day of October, 2013 BETWEEN:Agreement • October 28th, 2013 • Mantra Venture Group Ltd. • Miscellaneous electrical machinery, equipment & supplies • British Columbia
MANTRA ENERGY ALTERNATIVES LTD., a British Columbia corporation, with offices at Suite 562, 800-15355 24th Avenue, Surrey, British Columbia, V4A 2H9 (hereinafter referred to as “MEA")
DIRECTOR AGREEMENTDirector Agreement • May 10th, 2013 • Mantra Venture Group Ltd. • Miscellaneous electrical machinery, equipment & supplies
THIS AGREEMENT WITNESSES that in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTMantra Venture Group Ltd. • April 16th, 2013 • Miscellaneous electrical machinery, equipment & supplies • British Columbia
Subject and pursuant to the attached “Terms and Conditions” of this Subscription Agreement, including all schedules and appendices attached hereto, the Subscriber hereby irrevocably subscribes for, and on the Closing Date, will purchase from the Company, the following securities at the following price:
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2013 • Mantra Venture Group Ltd. • Miscellaneous electrical machinery, equipment & supplies • British Columbia
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 8th day of January, 2013, between MANTRA ENERGY ALTERNATIVES LTD., a body corporate, with an office in the Province of British Columbia, Canada (the "Corporation") and Larry Kristof an individual resident in the City of Surrey in the Province of British Columbia (the "Employee").
CONSULTING AGREEMENTConsulting Agreement • March 4th, 2008 • Mantra Venture Group Ltd. • Miscellaneous electrical machinery, equipment & supplies
THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:
