Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into 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 “Purchaser”).


 


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”).


 


The Company and the Purchaser
hereby agrees as follows:


 


1.   Definitions.


 


Capitalized terms used
and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.
As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the ninetieth (90th)
calendar day after the Closing Date, provided, however, that in the event the Company is notified by the Commission that the Registration
Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration
Statement shall be the fifth (5th) Trading Day following the date on which the Company is so notified if such date precedes the dates
otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness
Date shall be the next succeeding Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Event”
shall have the meaning set forth in Section 2(d).


 


“Event
Date” shall have the meaning set forth in Section 2(d).


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the fortieth (40th) calendar
day after the Closing Date, and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c)
or Section 3(c), 15 calendar days following the earliest practical date on which the Company is permitted by SEC Guidance to file such
additional Registration Statement related to the Registrable Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission
pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 






     


     


    

 


“Registrable
Securities” means, as of any date of determination, (a) all of the shares of Common Stock then issued and issuable upon conversion
in full of the Note (assuming on such date the Note is converted in full without regard to any conversion limitations therein), (b) all
shares of Common Stock issued and issuable as interest or principal on the Note assuming all permissible interest and principal payments
are made in shares of Common Stock and the Note is held until maturity, (c) all of the shares of Common Stock then issued and issuable
in connection with any anti-dilution or any remedies provisions in the Note (without giving effect to any limitations on conversion therein),
(d) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with
respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and
the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect
thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by
the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holders in accordance with such effective
Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities
become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as
set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders
(assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which,
such securities were issued or are issuable, were at no time held by any Affiliate of the Company), as reasonably determined by the Company,
upon the advice of counsel to the Company.


 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration
statements contemplated by Section 2 or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such
registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in any such registration statement.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission
staff and (ii) the Securities Act.


 






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2.  Registration.


 


(a)
No later than the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating to the resale
by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities.
If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register
the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form
S-3 as soon as such form is available; provided, that the Company shall maintain the effectiveness of the Registration Statement
then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective
by the Commission. Subject to the terms of this Agreement, the Company shall use its best
efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared
effective under the Securities Act within sixty (60) days after the filing thereof, but in any event no later than the applicable Effectiveness
Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable
Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without
volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current
public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such
effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company
shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall
immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that
the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration
Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file
a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification
of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).


 


(b)
Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly inform each of the Holders thereof and use its best efforts to file amendments to the Initial
Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered
by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering,
subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions
of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the
Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities
in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.


 


(c)
Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d),
if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a
particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with
the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a
Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be
reduced as follows:


 


		i.	first, the Company shall reduce or eliminate any securities
to be included by any Person other than a Holder; and



 


		ii.	second, the Company shall reduce Registrable Securities represented
by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on
the total number of unregistered Conversion Shares held by such Holders).



 


In the event of a cutback hereunder,
the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s
allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its
best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants
of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable
Securities that were not registered for resale on the Initial Registration Statement, as amended.


 






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(d)
Provided, that no event of default exists under the Purchase Agreement or any of the other Transaction Documents, if: (i)
the Initial Registration Statement is not filed on or prior to the Filing Date (if the Company files the Initial Registration Statement
without providing the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall
be deemed to have not satisfied this clause (i)) or (ii) the Company fails to file with the Commission a request for acceleration of a
Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading
Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement
will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement,
the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of
such Registration Statement within twelve (12) calendar days after the receipt of comments by or notice from the Commission that such
amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering
for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration
Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously
effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize
the Prospectus therein to resell such Registrable Securities, for more than twelve (12) consecutive calendar days or more than an aggregate
of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being
referred to as an “Event”, and for purposes of clause (i) thirty (30) calendar days after the date on which such Event
occurs, and for purpose of clause (ii), the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii)
the date which such fifteen (15) calendar period is exceeded, and for purpose of clause (v) the date on which such twelve (12) or fifteen
(15) calendar period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other
rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event
Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable
Event is cured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder
an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of one percent (1.0%) multiplied by the Subscription
Amount paid by such Holder for the Note pursuant to the Purchase Agreement; provided, that the maximum amount payable thereunder
shall not exceed 4% of such Subscription Amount paid by such Holder. If the Company fails to pay any partial liquidated damages pursuant
to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent
(18%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the
date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.


 


(e)
Notwithstanding anything to the contrary contained herein but subject to comments by the Commission, in no event shall the Company
be permitted to name any Holder or affiliate of a Holder as an underwriter without the prior written consent of such Holder.


 


3.   Registration
Procedures.


 


In connection with the Company’s
registration obligations hereunder, the Company shall have the following obligations:


 


(a)
Not less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior
to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed
to be incorporated therein by reference), the Company shall (i) furnish to the Holder copies of all such documents proposed to be filed,
which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of the Holders,
and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of respective counsel to the Holder, to conduct a reasonable investigation within the meaning
of the Securities Act. Notwithstanding the above, the Company shall not be obligated to provide the Holders advance copies of any universal
registration statement registering securities in addition to those required hereunder, or any Prospectus prepared thereto. The Company
shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority
of the Registrable Securities shall reasonably object in good faith, provided, that, the Company is notified of such objection
in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1)
Trading Day after the Holder has been furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees
to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Stockholder
Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th)
Trading Day following the date on which such Holder receives draft materials in accordance with this Section.


 






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(b)
(i) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to a Registration
Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective
as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus
to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented
or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably practicable to any comments received from the Commission
with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably practicable to the Holders true
and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided, that the Company
shall excise any information contained therein which would constitute material non-public information regarding the Company or any of
its Subsidiaries), and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act
with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance
(subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration
Statement as so amended or in such Prospectus as so supplemented.


 


(c)
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common
Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case, prior
to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of
such Registrable Securities.


 


(d)
The Company shall notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through
(vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly
as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by
any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company
whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration
Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii)
of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration
Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental
authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities
or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension
of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements
included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus
or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions
to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the
case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the
occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and
that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration
Statement or Prospectus, provided, however, in no event shall any such notice contain any information which would constitute material,
non-public information regarding the Company or any of its Subsidiaries.


 






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(e)
The Company shall use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping
or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f)
The Company shall furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each
amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference
to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished
or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which
is available on the EDGAR system (or successor thereto) need not be furnished in physical form.


 


(g)
Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 


(h)
 The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting
a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder, and the Company shall
pay the filing fee required by such filing within two (2) Business Days of receipt of a request therefor.


 


(i)
Prior to any resale of Registrable Securities by a Holder, the Company shall use its best efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of
such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United
States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during
the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions
of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify
generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction
where it is not then so subject or file a general consent to service of process in any such jurisdiction.


 


(j)
If requested by a Holder, the Company shall cooperate with such Holder to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be
free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in
such denominations and registered in such names as any such Holder may request.


 


(k) Upon the occurrence
of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company’s
good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare
a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus
or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter
delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above
to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use
of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
The Company shall be entitled to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement and
Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(g), for a period not to exceed
sixty (60) calendar days (which need not be consecutive days) in any 12-month period.


 






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(l)
The Company shall comply with all applicable rules and regulations of the Commission.


 


(m)
The Company shall use its best efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration
of the resale of Registrable Securities.


 


(n)
The Company may require from each selling Holder a certified statement as to the number of shares of Common Stock beneficially
owned by such Holder and the name(s) of the natural persons thereof that have voting and dispositive control over the Common Stock underlying
the Note(s). During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable
Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any liquidated
damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of
such delay shall be suspended as to all Holders until such information is delivered to the Company.


 


4.   Registration
Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by
the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to
in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees
and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission,
(B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (C) in compliance
with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees
and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and
(D) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made
by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as
the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and
(vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated
by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker
or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs
of the Holders.


 






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5.   Indemnification.


 


(a)
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, in addition to and
not in substitution for, any other indemnification provision by the Company, indemnify and hold harmless each Holder, the officers, directors,
managers, managing members, members, partners, advisors, agents, brokers (including brokers who offer and sell Registrable Securities
as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), staff members (whether or not classified
as employees or independent contractors), investment advisors and (and any other Persons with a functionally equivalent role of a Person
holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, managers, managing
members, members, stockholders, staff members (whether or not classified as employees or independent contractors), partners, advisors,
agents (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title
or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses,
claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),
as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement,
any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of
or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2)
any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or
regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the
extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly
for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of
an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus
after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such
Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following
the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. The Company shall notify the
Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated
by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in
accordance with Section 6(h).


 


 (b) Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus, (ii) to the extent, but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.




 






    8


     


    

 


(c)
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not
relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall
be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such
failure shall have materially and adversely prejudiced the Indemnifying Party.


 


An Indemnified
Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding
and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding
(including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party
shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified
Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to
employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense
thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party).
The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent
shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party,
effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes
an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 


Subject to the terms
of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid
to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party; provided,
that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to
such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject
to appeal or further review) not to be entitled to indemnification hereunder.


 


(d)
Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to
hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party
in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material
fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount
paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement,
any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such
party in accordance with its terms.


 






    9


     


    

 


The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or
by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute pursuant to this Section 5(d),
in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.


 


The indemnity and
contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties.


 


6.   Miscellaneous.


 


(a)
Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement,
each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each
Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any
of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of
such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)
No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security
holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements
other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are
registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b), (i) shall
not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not
prohibit the Company from filing a registration statement on Form S-3 or such other form available for a primary offering by the Company,
provided, that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective
date of the Registration Statement required hereunder that includes all of the Registrable Securities.


 


(c)
Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities
Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a
Registration Statement.


 


(d)
Discontinued Disposition. By its acquisition of Registrable Securities, the Holder agrees that, upon receipt of a notice
from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will
use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges
that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject
to the provisions of Section 2(d).


 






    10


     


    

 


(e)
Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement
covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than
on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued
solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s
stock option or other employee benefit plans, then the Company shall deliver to the Holder a written notice of such determination and,
if within fifteen (15) days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall
include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided,
however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible
for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission
pursuant to the Securities Act or that are the subject of a then effective Registration Statement.


 


(f)
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be
in writing and signed by the Company and the Holders of 67% or more of the then outstanding Registrable Securities (for purposes of clarification,
this includes any Registrable Securities issuable upon exercise or conversion of any Security). If a Registration Statement does not register
all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of
Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right
to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders
and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the
Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not
be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(f). No consideration
shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same
consideration also is offered to all of the parties to this Agreement.


 


(g)
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be delivered as set forth in the Purchase Agreement.


 


(h)
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties hereto and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights
or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each
Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Purchase Agreement.


 


(i)
No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall
the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof.


 


(j)
Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party, it being understood that all parties hereto need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” signature page were an original thereof.


 






    11


     


    

 


(k)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall
be determined in accordance with the provisions of the Purchase Agreement.


 


(l)
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(m)
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best
efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties hereto that they would have
executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid,
illegal, void or unenforceable.


 


(n)
Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not
be deemed to limit or affect any of the provisions hereof.


 


(o)
Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not
joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action
taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture
or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity
with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges
that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations
or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out
of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.
The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the
action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested
to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and
a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.


 


********************


 


(Signature Pages Follow)


 




    12


     


    

 


EXECUTION VERSION


 


IN WITNESS WHEREOF, the parties
hereto have executed this Registration Rights Agreement as of the date first written above.


 


	
    

    
	HWN, Inc. (f/k/a Spectrum Global Solutions, Inc.)
	 	 	 	 
		
    By:	 
	 		Name: 	 
	 	 

    
	Title:	 



 


[Signature Page of Holder Follows]


 




     


     


    

 


EXECUTION VERSION


 


[SIGNATURE
PAGE OF HOLDER TO RRA]


 


 


Name of Holder: Dominion Capital, LLC


 


Signature of Authorized Signatory of Holder: __________________________


 


Name of Authorized Signatory: Mikhail Gurevich


 


Title of Authorized Signatory: Managing Member of Dominion Capital
Holdings, the Manager of Dominion Capital LLC


 


[Signature Pages Continue]


 




     


     


    

 


EXECUTION VERSION


 


ANNEX A


 


HWN, INC. (f/k/a Spectrum Global Solutions
Inc.)


 


Selling Stockholder Notice and Questionnaire


 


The undersigned beneficial
owner of shares of common stock (the “Registrable Securities”) of HWN, INC.
(f/k/a Spectrum Global Solutions, Inc.) (the “Company”), understands that the Company has filed or intends to
file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration
Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities
Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration
Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company
upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto
in the Registration Rights Agreement.


 


Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial
owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or
not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned
by it in the Registration Statement.


 




    


     


    

 


The undersigned hereby provides the following
information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Stockholder



 


	 	 
	 	 


 


		(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities
are held:



 


	 	 
	 	 


 


		(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone
or with others has power to vote or dispose of the securities covered by this Questionnaire):



 


	 	 
	 	 


 


2. Address for Notices to Selling Stockholder:


 


	 
	 
	 
	Telephone:	 






	Fax:	 
	Contact Person:


 


3. Broker-Dealer Status:


 


		(a)	Are you a broker-dealer?



 


 Yes   ☐ No ☐


 


		(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for
investment banking services to the Company?



 


 Yes  ☐ No ☐


 


 Note: If “no”
to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


		(c)	Are you an affiliate of a broker-dealer?



 


 Yes ☐ No ☐


 


		(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities
in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the Registrable Securities?



 


 Yes ☐ No ☐


 


 Note: If “no”
to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


4. Beneficial Ownership of Securities
of the Company Owned by the Selling Stockholder.


 


Except as set forth below in this
Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable
pursuant to the Purchase Agreement.


 


		(a)	Type and Amount of other securities beneficially owned by the Selling Stockholder:



 


	 	 	 
	 	 	 







    


     


    

 


5. Relationships with the Company:


 


Except as set forth below, neither
the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities
of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or
affiliates) during the past three years.


 


State any exceptions here:


 


	 	 
	 	 


  


The undersigned agrees to
promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the
date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall not be required
to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.


 


By signing below, the undersigned
consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information
in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such
information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related
prospectus and any amendments or supplements thereto.


 


IN WITNESS WHEREOF the undersigned,
by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized
agent.


 


	Date:	 	 	Beneficial Owner: 
	 	 	 	 	 
	 	 	 	By:	
	 	 	 	 	Name:
	 	 	 	 	Title:



 


PLEASE EMAIL A .PDF COPY OF THE COMPLETED AND
EXECUTED NOTICE AND QUESTIONNAIRE TO:


 


[______________________]