AGREEMENT AND PLAN OF MERGER by and among SPECTRUM GLOBAL SOLUTIONS, INC. HW MERGER SUB, INC. HWN, INC., CERTAIN OF ITS STOCKHOLDERS and THE INVESTORS’ REPRESENTATIVE JANUARY 27, 2021Merger Agreement • February 2nd, 2021 • Spectrum Global Solutions, Inc. • Telephone communications (no radiotelephone) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of January 27, 2021, by and among Spectrum Global Solutions, Inc., a Nevada corporation (the “Buyer”), HW Merger Sub, Inc., a Delaware corporation (the “MergerCo”), HWN, Inc., a Delaware corporation (the “Company”), certain of the stockholders of the Company (each stockholder of the Company, a “Stockholder” and collectively, the “Stockholders”), and Mark Porter (the “Investors’ Representative”) (each a “Party” or collectively “Parties”). Certain terms used in this Agreement are defined in Section 10.6 hereof. An index of defined terms used in this Agreement is attached as Annex A hereto.
