Exhibit 10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of April 23, 2018, between Spectrum Global Solutions,
Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including
its successors and permitted assigns, a “Purchaser,” or in the aggregate, the “Purchasers”). 


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and/or Rule 506 promulgated thereunder, the Company desires to issue and sell
to the Purchasers, and the Purchasers, desire to purchase from the Company, Securities of the Company as more fully described in
this Agreement.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: 


 


ARTICLE
I. 


DEFINITIONS



 


1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein
have the meanings given to such terms in the Transaction Documents (as defined herein), and (b) the following terms have the
meanings set forth in this Section 1.1:


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.6.


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. 


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, or any day on which the Federal Reserve Bank of New York is
closed.


 


“Closing
Date” means the Trading Day(s) on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto in connection with a Closing, and all conditions precedent to (i) the Purchaser’s obligations to pay
the Subscription Amount as to the Closing and (ii) the Company’s obligations to deliver the Securities as to the Closing,
in each case, have been satisfied or waived.


 



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“Closing”
means closing of the purchase and sale of the Securities pursuant to Section 2.2.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.00001 per share,
and any other class of securities into which such securities may hereafter be reclassified or changed. 


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock. 


 


“Conversion
Price” shall have the meaning ascribed to such term in the Notes.


 


“Conversion
Shares” shall have the meaning ascribed to such term in the Notes.


 


“Deposit
Account Control Agreement” means the Deposit Account Control Agreement, dated as of the date hereof, pursuant to which
the Company has granted the Purchaser a security interest in a certain bank account maintained by the Company as additional collateral
to secure the Company’s obligations to the Purchaser under the Loan Documents (as defined therein), in the form attached
hereto as Exhibit F.


 


“Disclosure
Schedules” shall have the meaning ascribed to such term in Section 3.1.


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(q).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors
or independent contractors of the Company; provided, however, that such issuance is approved by a majority of the board
of directors of the Company; and provided, further that such issuance shall not exceed in the aggregate 5% of the
outstanding shares of Common Stock without the prior approval of the Purchaser, (b) shares of Common Stock, warrants or options
to advisors or independent contractors of the Company for compensatory purposes, (c) securities upon the exercise or exchange of
or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares
of Common Stock issued and outstanding on the date hereof, provided that such securities have not been amended since the date hereof
to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities,
(d) securities issuable pursuant to any contractual anti-dilution obligations of the Company in effect as of the date hereof, provided
that such obligations have not been materially amended since the date of hereof, and (e) securities issued pursuant to acquisitions
or any other strategic transactions approved by a majority of the disinterested members of the Board of Directors, provided that
any such issuance shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising
capital or to an entity whose primary business is investing in securities.


 



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“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Indebtedness”
means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in
the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto),
except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course
of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in
accordance with GAAP.


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).


 


“Intellectual
Property Security Agreement” means that certain Intellectual Property Security Agreement required to be delivered
pursuant to Section 2.3 of this Agreement, in the form attached hereto as Exhibit B.


 


“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).


 


“Liabilities”
means all direct or indirect liabilities, Indebtedness and obligations of any kind of Company to the Purchaser, howsoever created,
arising or evidenced, whether now existing or hereafter arising (including those acquired by assignment), absolute or contingent,
due or to become due, primary or secondary, joint or several, whether existing or arising through discount, overdraft, purchase,
direct loan, participation, operation of law, or otherwise, including, but not limited to, pursuant to the Note, this Agreement
and/or any of the other Transaction Documents, all accrued but unpaid interest on the Note, any letter of credit, any standby letter
of credit, and/or outside attorneys’ and paralegals’ fees or charges relating to the preparation of the Transaction
Documents and the enforcement of the Purchaser’s rights, remedies and powers under this Agreement, the Note and/or the other
Transaction Documents.


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 



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“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m). 


 


“Maximum
Rate” shall have the meaning ascribed to such term in Section 5.17.


 


“Note”
means the Senior Secured Convertible Promissory Note due, subject to the terms therein, eighteen (18) months from the date of issuance,
issued by the Company to the Purchaser hereunder, in the form of Exhibit A attached hereto.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. 


 


“Pre-Notice”
shall have the meaning ascribed to such term in Section 4.13(b). 


 


“Principal
Amount” means, as to the Purchaser, the principal amount of the Note set forth below the Purchaser’s signature
block on the signature pages hereto next to the heading “Principal Amount,” in United States Dollars, which shall be
5% more than the Purchaser’s Subscription Amount after taking into account the 5% original issue discount on such Subscription
Amount as set forth herein. 


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened. 


 


“Public
Information Failure” shall have the meaning ascribed to such term in Section 4.3(b).


 


“Public
Information Failure Payments” shall have the meaning ascribed to such term in Section 4.3(b). 


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.9.


  


“Registrable Securities”
means, as of any date of determination, (a) all of the Conversion Shares then issued and issuable upon conversion in full
of the Notes (assuming on such date the Notes are 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 Notes assuming all permissible interest and principal
payments are made in shares of Common Stock and the Notes are held until maturity, (c) any additional shares of Common Stock issued
and issuable in connection with any anti-dilution provisions in the Notes (without giving effect to any limitations on conversion
set forth in the Notes), and (d) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization
or similar event with respect to the foregoing.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 



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“Required
Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable
in the future pursuant to the Transaction Documents, including any Conversion Shares issuable upon conversion in full of the Notes
(including Conversion Shares issuable as payment of interest on the Notes), ignoring any conversion limits set forth therein, and
assuming that the Conversion Price is at all times on and after the date of determination 100% of the then Conversion Price on
the Trading Day immediately prior to the date of determination. 


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same 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. 


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Notes and the Conversion Shares. 


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 


 


“Security Agreement”
means the Security Agreement dated on or about the date hereof by and among the Company, the Company’s Subsidiaries, and
the Purchaser as hereinafter amended and/or supplemented altogether with all exhibits, schedules and annexes to such Security Agreement,
pursuant to which all Liabilities of the Company to the Purchaser under the Transaction Documents are secured by the Collateral
(as defined in the Security Agreement) which security interest in the Collateral shall be perfected by the Purchaser’s UCC-1,
filed with the Secretary of State of the State of Nevada, to the extent perfectable by the filing of a UCC-1 Financing Statement,
or if applicable, a UCC-3 Financing Statement Amendment and such other documents and instruments related thereto, which Security
Agreement is annexed hereto as Exhibit C.


 


“Shell
Company” means an entity that fits within the definition of “shell company” under Section 12b-2 of the Exchange
Act and Rule 144.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act. 


 


“Subscription
Amount” means, as to the Purchaser, the aggregate amount to be paid for the Notes purchased hereunder as specified below
the Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in
United States dollars and in immediately available funds, which Subscription Amount shall include a 5% original issue discount
on the Purchaser’s Principal Amount. 


 



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“Subsidiary”
means any subsidiary of the Company as set forth in the SEC Reports and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof. 


 


“Subsidiary
Guarantee” means the Subsidiary Guarantee, dated as of the date hereof, pursuant to which the Subsidiaries have jointly
and severally agreed to guarantee and act as surety for the Company’s obligation to repay the Notes, in the form attached
hereto as Exhibit D.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading. 


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market;
the New York Stock Exchange; OTC Markets or the OTC Bulletin Board (or any successors to any of the foregoing). 


 


“Transaction
Documents” means this Agreement, the Notes, the Security Agreement, the Intellectual Property Security Agreement, the
Subsidiary Guarantee, the Deposit Account Control Agreement, the Transfer Agent Instruction Letter, and all exhibits and schedules
thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder. 


 


“Transfer
Agent” means Island Stock Transfer, and any successor transfer agent of the Company. 


 


“Transfer
Agent Instruction Letter” means the letter from the Company to the Transfer Agent which instructs the Transfer Agent
to issue the Conversion Shares pursuant to the Transaction Documents, in the form of Exhibit E attached hereto.


 


ARTICLE
II. 


PURCHASE
AND SALE 


 


2.1 Purchase.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Purchasers will purchase, severally and not jointly, an aggregate of
up to One Million Five Hundred Thousand Dollars ($1,500,000) in Subscription Amount of Notes, which Subscription Amount with respect
to the Notes shall correspond to an aggregate of up to One Million, Five Hundred Seventy-Eight Thousand, Nine Hundred Forty-Seven
and 37/100 Dollars ($1,578,947.37) in Principal Amount of Notes. The purchase will be completed in a single tranche as provided
herein.


 



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2.2 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser agrees to purchase, the Subscription
Amount of Notes as set forth on the signature page hereto executed by the Purchaser. At the Closing, the Purchaser shall deliver
to the Company, via wire transfer to an account designated by the Company, immediately available funds equal to the Purchaser’s
Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser
its Note, as set forth in Section 2.3(a), and the Company and the Purchaser shall deliver the other items set forth in Section 2.3
deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4 for Closing,
such Closing shall occur at the offices of Robinson Brog Leinwand Greene Genovese & Gluck P.C. or
such other location as the parties shall mutually agree, and may by agreement be undertaken remotely by electronic exchange of
Closing documentation.


 


2.3 Deliveries.


 


(a) On
or prior to the Closing Date (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i)
 this Agreement duly executed by the Company;


 


(ii)
 a Note with a Principal Amount equal to the amount set forth opposite such Purchaser’s
name in column (2) on the Schedule of Purchasers, registered in the name of the Purchaser;


 


(iii) the
Security Agreement, duly executed by the Company;


 


(iv) the
Deposit Account Control Agreement, duly executed by the Company and the bank party thereto;


 


(v) executed
investor leak-out agreements from the Purchaser as well as a certain other existing investor in the Company, each in a form and
substance satisfactory to the Purchasers;


 


(vi)
 the Intellectual Property Security Agreement, duly executed by the Company; 


 


(vii) the
Subsidiary Guarantee, duly executed by the Company’s Subsidiaries; and


 


(viii)
 by the end of the second Trading Day following the Closing Date, the Transfer Agent Instruction
Letter, duly executed by the Company and the Transfer Agent.


 



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(b) On
or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:


 


(i)
 this Agreement, duly executed by the Purchaser; 


 


(ii)
 the Purchaser’s Subscription Amount by wire transfer to the account specified in
writing by the Company;


 


(iii)
 the Security Agreement, duly executed by the Purchaser;


 


(iv)
 the Intellectual Property Security Agreement, duly executed by the Purchaser;
and


 


(v)  the
Deposit Account Control Agreement, duly executed by the Purchaser.


 


2.4 Closing
Conditions.


 


(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)
 the accuracy in all material respects as at Closing Date of the representations and warranties
of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)
 all obligations, covenants and agreements of the Purchaser required to be performed at
or prior to the Closing Date shall have been performed; and


 


(iii)
 the delivery by the Purchaser of the items set forth in Section 2.3(b) of this Agreement.


 


(b) The
respective obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions being
met:


 


(i) the
accuracy in all material respects when made as to the Closing Date of the representations and warranties of the Company contained
herein (unless as of a specific date therein);


 


(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;


 


(iii) the
delivery by the Company of the items set forth in Section 2.3(a) of this Agreement;


 



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(iv) there
is no existing Event of Default (as defined in the Notes) and no existing event which, with the passage of time or the giving of
notice, would constitute an Event of Default;


 


(v) there
is no breach of an obligations, covenants and agreements under the Transaction Documents and no existing event which, with the
passage of time or the giving of notice, would constitute a breach under the Transaction Documents;


 


(vi) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; 


 


(vii) from
the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P.
shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported
by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New
York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the
reasonable judgment of the Purchaser, and without regard to any factors unique to the Purchaser, makes it impracticable or inadvisable
to purchase the Securities at the Closing; 


 


(viii)
 any other conditions contained herein or the other
Transaction Documents, including, without limitation those set forth in Section 2.3 herein.


 


ARTICLE
III. 


REPRESENTATIONS
AND WARRANTIES 


 


3.1 Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed
a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding
section of the Disclosure Schedules, the Company (which for purposes of this Section means the Company and all of its Subsidiaries)
hereby makes the following representations and warranties to the Purchaser as of the Closing
Date:


 


(a) Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) hereto. The Company owns, directly
or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, other than as
set forth in the SEC Reports, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued
and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. 


 



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(b) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized and validly
existing, and the Company and each of AW Solutions, Inc., AW Solutions Puerto Rico, LLC, Tropical Communications, Inc., ADEX Corp.
and ADEX Puerto Rico, LLC is in good standing, under the laws of the jurisdiction of its incorporation or organization, with the
requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither
the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter documents. The Company and each of AW Solutions, Inc., AW Solutions Puerto
Rico, LLC, Tropical Communications, Inc., ADEX Corp. and ADEX Puerto Rico, LLC is duly qualified to conduct business and is in
good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may
be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability
of any Transaction Document; (ii) a material adverse effect on the results of operations, assets, business, prospects or condition
(financial or otherwise) of the Company and the Subsidiaries, taken as a whole; or (iii) a material adverse effect on the
Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any
of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


(c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith
or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which
it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the
terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar
as indemnification and contribution provisions may be limited by applicable law.


 



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(d) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby
and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s
certificate or articles of incorporation, bylaws or other organizational or charter documents; (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien
(except Liens in favor of the Purchaser) upon any of the properties or assets of the Company or any Subsidiary, or give to others
any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement,
credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which
the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected;
or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject
(including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected
to result in a Material Adverse Effect.


 


(e) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the
filings required pursuant to Sections 4.3 and 4.14 of this Agreement; (ii) the notice and/or application(s) to each applicable
Trading Market for the issuance and sale of the Securities and the listing of the Conversion Shares for trading thereon in the
time and manner required thereby; and (iii) the filing of Form D with the Commission and such filings as are required to be
made under applicable state securities laws (collectively, the “Required Approvals”).


 


(f) Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other
than restrictions on transfer provided for in the Transaction Documents.  The Conversion Shares, when issued in accordance
with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.  The Company has
reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Conversion Shares at least
equal to the Required Minimum on the date hereof or as provided for in Section 4.10(a) herein.


 



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(g) Capitalization.
The capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also
include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof.
The Company has not issued capital stock since its most recently filed periodic report under the Exchange Act except as set forth
on Schedule 3.1(g), except the issuance of shares of Common Stock to employees pursuant to the Company’s employee
stock purchase plans and except pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date
of the most recently filed periodic report under the Exchange Act as set forth on Schedule 3.1(g). No Person
has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents as set forth on Schedule 3.1(g).
There are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to
subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company
or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents except as set
forth on Schedule 3.1(g). The issuance and sale of the Securities will
not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchaser) and will
not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any
of such securities except as set forth on Schedule 3.1(g). All of the
outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been
issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of
any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder,
the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders’ agreements,
voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party
or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 


(h) SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file
such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports complied in all
material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,
when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial
statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the
notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present
in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments. 


 



    	 	12	 



     


    

 


(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there
has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse
Effect; (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and
accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required
to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission;
(iii) the Company has not altered its method of accounting; (iv) the Company has not declared or made any dividend or
distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem
any shares of its capital stock; and (v) the Company has not issued any equity securities to any officer, director or Affiliate,
no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or
exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial
condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation
is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation
is made. 


 


(j) Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties except as set forth in the SEC
Reports, or against or affecting the Company’s current or former officers or directors in their capacity as such,
before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were
an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any
Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or
liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current
or former director or officer of the Company that is likely to lead to action that can reasonably be expected to result in a Material
Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued
any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary
under the Exchange Act or the Securities Act.


 



    	 	13	 



     


    

 


(k) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of
the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or
any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of
its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and
conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


(l) Compliance.
Neither the Company nor any Subsidiary, except as set forth in the SEC Reports: (i) is in default under or in violation of
(and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the
Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under
or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party
or by which it or any of its properties is bound (whether or not such default or violation has been waived); (ii) is in violation
of any judgment, decree or order of any court, arbitrator or other governmental authority; or (iii) is or has been in violation
of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal,
state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and
employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(m) Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or
modification of any Material Permit.


 



    	 	14	 



     


    

 


(n) Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except as set forth in the SEC Reports and except for (i) Liens as do not materially
affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by
the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves
have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real
property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable
leases with which the Company and the Subsidiaries are in compliance.


 


(o) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights as necessary or required for use in connection with their respective businesses as presently conducted and which
the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None
of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of the Intellectual Property
Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from
the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial
statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property
Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material
Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing
infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable
security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure
to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(p) Transactions
with Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or
any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party
to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case
in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered; (ii) reimbursement
for expenses incurred on behalf of the Company; and (iii) other employee benefits. 


 



    	 	15	 



     


    

 


(q) Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of
the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated
by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed
in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is
permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of
the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).
The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers
about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the
Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange
Act) that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting
of the Company and its Subsidiaries.


 


(r) Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiaries to any broker,
financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions
contemplated by the Transaction Documents. The Purchaser shall have no obligation with respect to any fees or with respect to any
claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with
the transactions contemplated by the Transaction Documents. 


 



    	 	16	 



     


    

 


(s) Private
Placement. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchaser as contemplated hereby.
The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 


(t) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject
to registration under the Investment Company Act of 1940, as amended.


 


(u) Registration
Rights.  No Person has any right to cause the Company to effect the registration under the Securities Act of any
securities of the Company or any Subsidiaries.


 


(v) Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and
the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from any Trading Market
on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing
or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance requirements.


 


(w) Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or
the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser and the
Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as
a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the Securities.


 



    	 	17	 



     


    

 


(x) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or its agents or counsel with any
information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms
that the Purchaser will rely on the foregoing representation in effecting transactions in securities of the Company. All of the
disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company and its Subsidiaries, their respective
businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct
and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated
by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made and when made, not misleading. The
Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 3.2 hereof.


 


(y) No
Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would
require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.


 


(z) No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchaser
and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(aa)Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent
or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity; (ii) made
any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or
campaigns from corporate funds; (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or
made by any person acting on its behalf of which the Company is aware) which is in violation of law; or (iv) violated in any
material respect any provision of FCPA.


 


(bb)Accountants.
The Company’s accounting firm is Sadler, Gibb & Associates, LLC. To the knowledge and belief of the Company, such accounting
firm is a registered public accounting firm as required by the Exchange Act.


 



    	 	18	 



     


    

 


(cc)No
Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated
by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and
the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability
to perform any of its obligations under any of the Transaction Documents.


 


(dd)Acknowledgment
Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or
in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given
by the Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions
contemplated thereby is merely incidental to the Purchaser’s purchase of the Securities. The Company further represents to
the Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based
solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 


(ee)Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases
of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s
placement agent in connection with the placement of the Securities.


 


(ff)Stock
Option Plans. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly
grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement
of material information regarding the Company or its Subsidiaries or their financial results or prospects.


 


(gg)Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(hh)U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.


 



    	 	19	 



     


    

 


(ii) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act
of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of
a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries
or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the
BHCA and to regulation by the Federal Reserve.


 


(jj)Promotional
Stock Activities. Neither the Company, its officers, its directors, nor any affiliates or agents of the Company have engaged
in any stock promotional activity that could give rise to a complaint, inquiry, or trading suspension by the Securities and Exchange
Commission alleging (i) a violation of the anti-fraud provisions of the federal securities laws, (ii) violations of the anti-touting
provisions, (iii) improper “gun-jumping; or (iv) promotion without proper disclosure of compensation.


 


(kk)Tax Status. Except
for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect,
the Company (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax
returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and
(iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent
to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to
be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.


 


(ll)Seniority. As of
the Closing Date, except for the senior indebtedness as set forth in Schedule 4.8 that is intended to be paid off as a Use of Proceeds
of this contemplated transaction, and in the case of ADEX Corp., the Indebtedness set forth on Schedule 3.1(ll) owed to
Prestige Capital Corporation pursuant to that certain Purchase and Sale Agreement, dated as of February 27, 2018, by and between
ADEX Corp. and Prestige Capital Corporation, no Indebtedness or other claim against the Company is senior to the Notes in right
of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured
by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations
(which is senior only as to the property covered thereby).


 


(mm)Intentionally omitted.


 



    	 	20	 



     


    

 


(nn)Money Laundering.
The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial
record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary,
threatened.


 


(oo) Subsidiary
Rights. he Company has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends
and distributions on, all capital securities of its Subsidiaries as owned by the Company or any Subsidiary.


 


(pp)Shell Company Status.
The Company has never been, and is not presently, an issuer identified as a “Shell
Company”.


 


(qq)Full
Disclosure. No representation or warranty by the Company in this Agreement and no statement contained in the Disclosure Schedules
to this Agreement or any certificate or other document furnished or to be furnished to the Purchasers pursuant to this Agreement
contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained
therein, in light of the circumstances in which they are made, not misleading.


 


3.2 Representations
and Warranties of the Purchaser. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of
the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein in which case they shall
be accurate as of such date):


 


(a) Organization;
Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and
performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction
Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with
the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 



    	 	21	 



     


    

 


(b) Own
Account. The Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account
and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act
or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities
Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to
distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities
law (this representation and warranty not limiting the Purchaser’s right to sell the Securities in compliance with applicable
federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.


 


(c) Purchaser
Status.  At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each
date on which it converts the Notes it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),
(a)(7) or (a)(8) under the Securities Act.


 


(d) Experience
of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e) General
Solicitation. The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented
at any seminar or any other general solicitation or general advertisement.


 


(f) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser has not directly
or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, executed any purchases
or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser
first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material
terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,
in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions
of the Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio
managers managing other portions of the Purchaser’s assets, the representation set forth above shall only apply with respect
to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered
by this Agreement. Other than to other Persons party to this Agreement, the Purchaser has maintained the confidentiality of all
disclosures made to it in connection with this transaction (including the existence and terms of this transaction).


 



    	 	22	 



     


    

 


The
Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect the Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transaction contemplated hereby. 


 


ARTICLE
IV. 


OTHER
AGREEMENTS OF THE PARTIES 


 


4.1 Transfer
Restrictions.


 


(a) The
Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in
connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company
an opinion of counsel selected by the transferor and reasonably acceptable to the Company, at the Company’s sole expense
in the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does
not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee
shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under
this Agreement.


 


(b) The
Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following
form:


 


[NEITHER]
THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [CONVERTIBLE][EXERCISABLE]] HAS NOT [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 AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY.  THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [CONVERSION] [EXERCISE] OF THIS SECURITY]] MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS
AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.



 



    	 	23	 



     


    

 


The
Company acknowledges and agrees that the Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a
registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement
and, if required under the terms of such arrangement, the Purchaser may transfer pledged or secured Securities to the pledgees
or secured parties.  Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of
legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith.  Further, no notice
shall be required of such pledge.  At the Company’s expense, the Company will execute and deliver such reasonable
documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the
Securities. 


 


(c) Certificates
evidencing the Conversion Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while
a registration statement covering the resale of such security is effective under the Securities Act; (ii) following any sale of
such Conversion Shares pursuant to Rule 144; (iii) if such Conversion Shares are eligible for sale under Rule 144; or (iv) if such
legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission). The Company shall upon request of a Purchaser and at the Company’s sole expense
cause its counsel (or at the Purchaser’s option, counsel selected by the Purchaser) to issue a legal opinion to the Transfer
Agent promptly after any of the events described in (i)-(iv) in the preceding sentence if required by the Transfer Agent to effect
the removal of the legend hereunder (with a copy to the applicable Purchaser and its broker). If
all or any portion of any Note is converted or exercised, respectively, at a time when there is an effective registration statement
to cover the resale of the Conversion Shares, or if such Conversion Shares may be sold under Rule 144 or if such legend is not
otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued
by the staff of the Commission) then such Conversion Shares shall be issued free of all legends.  The Company agrees
that following such time as such legend is no longer required under this Section 4.1(c), it will, no later than two (2) Trading
Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Conversion Shares,
issued with a restrictive legend (such third (3rd) Trading Day, the “Legend Removal Date”), instruct the
Transfer Agent to deliver or cause to be delivered to the Purchaser a certificate representing such shares that is free from all
restrictive and other legends.  The Company may not make any notation on its records or give instructions to the Transfer
Agent that enlarge the restrictions on transfer set forth in this Section 4.  Certificates for the Conversion Shares
subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the
Purchaser’s prime broker with the Depository Trust Company System as directed by the Purchaser.


 



    	 	24	 



     


    

 


(d) In
addition to the Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated
damages and not as a penalty, $1,000 per Trading Day for each Trading Day after the Legend Removal Date until such certificate
is delivered without a legend. Nothing herein shall limit the Purchaser’s right to pursue actual damages for the Company’s
failure to deliver certificates representing any Securities as required by the Transaction Documents, and the Purchaser shall have
the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief. 


 


4.2 Acknowledgment
of Dilution.  The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding
shares of Common Stock, which dilution may be substantial under certain market conditions.  The Company further acknowledges
that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Conversion Shares
pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay
or reduction, regardless of the effect of any such dilution or any claim the Company may have against the Purchaser and regardless
of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.


 


4.3 Furnishing
of Information; Public Information.


 


(a) The
Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely
file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements
of the Exchange Act.


 


(b) At
any time during the period commencing from the six (6)-month anniversary of the date hereof and ending at such time that all of
the Securities have been sold or may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and
otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current
public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to the Purchaser’s
other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by
reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of
the aggregate Subscription Amount of the Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth
(30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such
Public Information Failure is cured and (b) such time that such public information is no longer required  for the Purchaser
to transfer the Conversion Shares pursuant to Rule 144.  The payments to which a Purchaser shall be entitled pursuant to this
Section 4.3(b) are referred to herein as “Public Information Failure Payments.”  Public Information Failure Payments
shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments
are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information
Failure Payments is cured.  In the event the Company fails to make Public Information Failure Payments in a timely
manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months)
until paid in full. Nothing herein shall limit the Purchaser’s right to pursue actual damages for the Public Information
Failure, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief. 


 



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4.4 Integration.  The
Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require
the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the
Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior
to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.



 


4.5 Conversion
Procedures.  The form of Notice of Conversion included in any Note sets forth the totality of the procedures required
of the Purchaser in order to convert such Note.  Without limiting the preceding sentences, no ink-original Notice of
Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion
form be required in order to convert the Notes.  No additional legal opinion, other information or instructions shall
be required of the Purchaser to convert such Note.  The Company shall honor conversions of any Note, and shall deliver
Conversion Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.


 


4.6 Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that the
Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that the Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities
under the Transaction Documents or under any other agreement between the Company and the Purchaser.


 


4.7 Material
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company covenants and agrees that neither it, nor any of its subsidiaries, nor any other
Person acting on its behalf, will provide the Purchaser or its agents or counsel with any information that the Company believes
constitutes material non-public information, unless prior thereto such information is disclosed to the public, or the
Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information.
The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in
securities of the Company.


 



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4.8 Use
of Proceeds. The Company shall use the net proceeds as set forth in Schedule 4.8.


 


4.9 Indemnification
of Purchaser. Subject to the provisions of this Section 4.9, the Company will indemnify and hold the Purchaser and its directors,
officers, managers, shareholders, members, partners, employees and 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), each Person who controls the Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, managers,
shareholders, agents, members, partners or employees (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 such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Purchaser
Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or
agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the
Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not
an Affiliate of the Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless
such action is based upon a breach of the Purchaser Party’s representations, warranties or covenants under the Transaction
Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by such
Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes fraud, gross negligence,
willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may
be sought pursuant to this Agreement, the Purchaser Party shall promptly notify the Company in writing, and the Company shall have
the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser
Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of the Purchaser Party except to the extent that (i) the employment thereof has
been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume
such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict
on any material issue between the position of the Company and the position of the Purchaser Party, in which case the Company shall
be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to
any Purchaser Party under this Agreement (x) for any settlement by a Purchaser Party effected without the Company’s prior
written consent, which shall not be unreasonably withheld or delayed; or (y) to the extent, but only to the extent that a loss,
claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants
or agreements made by the Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required
by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or are incurred. The indemnification contained herein shall be in addition to any cause of action
or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant
to law.


 



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4.10 Reservation
and Listing of Securities.


 


(a)
  The Company shall maintain a reserve equal to 200,000,000 shares from its duly authorized shares of Common Stock for issuance
pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction
Documents. Upon a reverse stock split or increase in the authorized Common Stock of the Company, the Company will immediately
instruct the Transfer Agent to reserve at least two times (2x) the full number of Conversion Shares issuable pursuant to the Note
at the Fixed Conversion Price. This reserve amount shall be updated monthly.


 


(b)
  If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 100%
of the Required Minimum on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s
Articles of Incorporation to increase the number of authorized but unissued shares of Common Stock to 100% of the Required Minimum
at such time, as soon as possible and in any event not later than the 75th day after such date.


 


(c)
  The Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file
with such Trading Market an additional shares listing application covering a number of shares of Common Stock at least equal to
the Required Minimum on the date of such application; (ii) take all steps necessary to cause such shares of Common Stock to be
approved for listing or quotation on such Trading Market as soon as possible thereafter; (iii) provide to the Purchaser evidence
of such listing or quotation; and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the
Required Minimum on such date on such Trading Market or another Trading Market.


 


4.11 Subsequent
Equity Sales.


 


(a)
For so long as any of the Notes remain outstanding, the Company shall be prohibited from effecting or entering into an agreement
to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination
of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the
Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include
the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other
price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after
the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to
being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified
or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters
into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future
determined price.


 



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(b) For as long as any of the
Notes remain outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers,
employees, directors, agents or other representatives, will, directly or indirectly: (a) solicit, initiate, encourage or accept
any other inquiries, proposals or offers from any Person relating to any exchange (i) of any security of the Company or any of
its Subsidiaries for any other security of the Company or any of its Subsidiaries, except to the extent (x) consummated pursuant
to the terms of Common Share Equivalents of the Company as in effect as of the date hereof and disclosed in filings with the Commission
prior to the date hereof (without giving effect to any amendment, modification, change or waiver of any terms thereof occurring
on or after the date hereof or not disclosed in a filing by the Company with the Commission prior to the date hereof) or (ii) of
any indebtedness or other securities of, or claim against, the Company or any of its Subsidiaries pursuant to a registration statement
files with the Commission or relying on any exemption under the Securities Act (including, without limitation, Section 3(a)(10)
of the Securities Act (any such transaction described in clauses (i) or (ii), an “Exchange Transaction”); (b)
enter into, effect, alter, amend, announce or recommend to its stockholders any Exchange Transaction with any Person; or (c) participate
in any discussions, conversations, negotiations or other communications with any Person regarding any Exchange Transaction, or
furnish to any Person any information with respect to any Exchange Transaction, or otherwise cooperate in any way, assist or participate
in, facilitate or encourage any effort or attempt by any Person to seek an Exchange Transaction involving the Company or any of
its Subsidiaries. For as long as the Notes remain outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor
any of its or their respective officers, employees, directors, agents or other representatives, will, directly or indirectly, cooperate
in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person to effect any acquisition of
securities or indebtedness of, or claim against, the Company by such Person from an existing holder of such securities, indebtedness
or claim in connection with a proposed exchange of such securities or indebtedness of, or claim against, the Company (whether pursuant
to Section 3(a)(9) or 3(a)(10) of the Securities Act or otherwise) (a “Third Party Exchange Transfer”).
The Company, its affiliates and Subsidiaries, and each of its and their respective officers, employees, directors, agents or other
representatives shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other
communications with any Persons with respect to any of the foregoing. For all purposes of this Agreement, violations of the restrictions
set forth in this Section 4.11 by any Subsidiary or affiliate of the Company, or any officer, employee, director, agent or other
representative of the Company or any of its Subsidiaries or affiliates shall be deemed a direct breach of this Section 4.11 by
the Company.


 



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(c) From the date hereof until
sixty (60) calendar days after the Closing Date, neither the Company nor any Subsidiary shall, directly or indirectly, issue, offer,
sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option
or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without
limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the Securities Act), any
Common Shares or Common Share Equivalents, any debt securities, any preferred stock or any purchase rights) or otherwise amend,
modify, waiver or alter any terms of conditions of any Common Share Equivalents outstanding as of the date hereof to decrease the
exercise, conversion and/or exchange price, as applicable, thereunder or otherwise increase the aggregate number of Common Shares
issuable in connection therewith.


 


(d)
The Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy
shall be in addition to any right to collect damages. Notwithstanding the foregoing, this Section 4.11 shall not apply in respect
of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.


 


4.12 Certain
Transactions. The Purchaser covenants and agrees that neither it, nor any Affiliate acting on its behalf or pursuant to any
understanding with it will execute any Short Sales of the Common Stock or (ii) hedging transaction,
which establishes a net short position with respect to the Company’s Common Stock) during the period commencing with
the execution of this Agreement and ending on the earlier of the Maturity Date (as defined in the Notes) of the Notes or the
full repayment or conversion of the Notes; provided that this provision shall not prohibit any sales made where a corresponding
Notice of Conversion is tendered to the Company and the shares received upon such conversion are used to close out such sale (a
“Prohibited Short Sale”); provided, further that this provision shall not operate to restrict a Purchaser’s trading
under any prior securities purchase agreement containing contractual rights that explicitly protects such trading in respect of
the previously issued securities.  


 


4.13 Right
of First Refusal.


 


(a) For
so long as any of the Notes remain outstanding, upon any issuance by the Company of Common Stock, Common Stock Equivalents or debt
securities for cash consideration or a combination of units thereof (a “Subsequent Financing”), the Purchasers shall
have the right to participate up to an amount of the Subsequent Financing equal to 35% in the event of a private placement, and
33% in the event of a public offering, of the Subsequent Financing (the “Participation Maximum”) on the same terms,
conditions and price provided for in the Subsequent Financing, which participation shall be pro rata to their respective subscription
amounts.


 


(b) At
least three (3) Trading Days prior (eight (8) hours in the event of a Subsequent Financing structured as a public offering) to
the closing of the Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect
a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of
such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only
upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading
Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The Subsequent Financing Notice shall describe
in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and
the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet
or similar document relating thereto as an attachment.


 



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(c) If
a Purchaser desires to participate in such Subsequent Financing, the Purchaser must provide written notice to the Company within
one (1) Trading Day of receipt of the Subsequent Financing Notice (eight (8) hours in the event of a Subsequent Financing structured
as a public offering) that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s
participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on
the terms set forth in the Subsequent Financing Notice.


 


(d) Each
Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro
Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating
under this Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all
Purchaser participating under this Section 4.13. If notifications by a Purchaser of their willingness to participate in the Subsequent
Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of its Pro Rata Portion,
then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the other Purchasers set forth
in the Subsequent Financing Notice for any remaining amount.


 


(e) The
Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation
set forth above in this Section 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated
for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the
initial Subsequent Financing Notice.


 


(f) The
Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the transaction documents
related to the Subsequent Financing shall not include any term or provision whereby the Purchaser shall be required to agree to
any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination
of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of
the Purchaser.


 



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(g) Notwithstanding
anything to the contrary in this Section 4.13 and unless otherwise agreed to by the Purchaser, the Company shall either confirm
in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly
disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser
will not be in possession of any material, non-public information, by the fifth (5h) Trading Day following delivery
of the Subsequent Financing Notice. If by such fifth (5th) Trading Day, no public disclosure regarding a transaction
with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received
by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession
of any material, non-public information with respect to the Company or any of its Subsidiaries.


 


(h) Notwithstanding
the foregoing, this Section 4.13 shall not apply in respect of an Exempt Issuance.


 


4.14
 Securities Laws Disclosure; Publicity. The Company shall file a Current
Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the
Exchange Act. From and after the issuance of such Current Report on Form 8-K, the Company represents to the Purchaser that it shall
have publicly disclosed all material, non-public information delivered to any of the Purchaser by the Company or any of its Subsidiaries,
or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction
Documents. The Company and the Purchaser shall consult with each other in issuing any other public disclosure with respect to the
transactions contemplated hereby, and neither the Company nor the Purchaser shall issue any such public disclosure nor otherwise
make any such public statement without the prior consent of the Company, with respect to any press release of the Purchaser, or
without the prior consent of the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably
be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide
the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not
publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing with the Commission or any regulatory
agency or Trading Market, without the prior written consent of the Purchaser, except: (a) as required by federal securities law
in connection with any registration statement contemplated by this Agreement and (b) to the extent such disclosure is required
by law or Trading Market regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure
permitted under this clause (b).


 


4.15  Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of the Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser
at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide
evidence of such actions promptly upon request of the Purchaser.


 



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4.16 Piggy-back
Registration Rights. (a) If at any time following the date of this Agreement that any Registrable Securities are not freely
tradable under Rule 144, (A) there is not one or more effective registration statements covering the resale or other disposition
of all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the
Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with
respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall
at each such time promptly give written notice to the Purchaser of its intention to do so (but in no event less than thirty (30)
days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the Securities Act,
include in such registration all Registrable Securities with respect to which the Company has received a written request for inclusion
therein from the Purchaser within fifteen (15) days after receipt of the Company’s notice. Such notice shall offer the Purchaser
the opportunity to register such amount of Registrable Securities as the Purchaser may request and shall indicate the intended
method of distribution of such Registrable Securities.


 


(b) Notwithstanding
the foregoing, (A) if such registration involves an underwritten public offering, and the Purchaser elects to sell its Registrable
Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions
that apply to the other securities sold in such offering subject to the Purchaser entering into customary underwriting documentation
for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention
to register any Registrable Securities pursuant to Section 4.16(a) and prior to the effective date of the registration statement
filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement
to become effective under the Securities Act, the Company shall deliver written notice to the Purchaser and, thereupon, shall be
relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that
nothing contained in this Section 4.16 shall limit the Company’s liabilities and/or obligations under this Agreement.


 


(c) Expenses.
All expenses incurred by the Company in complying with Section 4.16, including, without limitation, all registration and filing
fees, printing expenses (if required), fees and disbursements of Company counsel and independent public accountants for the Company,
fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue
sky” laws, fees of FINRA, and fees of transfer agents and registrars are herein called “Registration Expenses.”
All underwriting discounts, selling commissions and transfers applicable to the sale of Registrable Securities are herein called
“Selling Expenses.” The Company will pay all Registration Expenses in connection with any registration statement
described in Section 4.16. Selling Expenses in connection with each such registration statement shall be borne by the Purchaser.


 



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ARTICLE
V. 


MISCELLANEOUS



 


5.1 Termination.
This Agreement may be terminated by the Purchaser, as to the Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchaser, by written notice to the other parties, if the Closing
has not been consummated on or before April 30, 2018; provided, however, that such termination will not affect the right of any
party to sue for any breach by any other party (or parties).


 


5.2 Fees
and Expenses.  The Company has agreed to bear all fees, disbursements, and expenses in connection with the transactions
contemplated herein, including, without limitation, the Company’s legal and accounting fees and disbursements, the costs
incident to the preparation, printing and distribution of any registration statement, filing fees, UCC fees, and costs associated
with the Intellectual Property Security Agreement. In addition, the Company will reimburse the Purchaser for its reasonable out-of-pocket
expenses, including legal fees and disbursements of its counsel in connection with the purchase and sale of the Securities contemplated
hereby; provided that such reimbursement obligation shall not exceed $31,600. The Company shall pay all Transfer Agent fees (including,
without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any conversion
notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities
or the Conversion Shares to the Purchasers.


 


5.3 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (i) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to 12:00 p.m. (New York City
time) on a Trading Day; (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 12:00 p.m. (New York City time) on any Trading Day; (iii) the second (2nd) Trading Day following the date of mailing,
if sent by U.S. nationally recognized overnight courier service; or (iv) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.


 


5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and Purchasers holding at least 50.1% in interest of the Notes then outstanding or,
in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment,
modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately
impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default
or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately,
materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations
of the other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in
accordance with accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.


 



    	 	34	 



     


    

 


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


 


5.7 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Purchaser (other than by merger). The Purchaser may assign any or all of its rights under this Agreement to any Person to whom
the Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to
the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchaser”.


 


5.8 No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.9.


 


5.9 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence
an action, suit or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the
Company under Section 4.9, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its
reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such
action or proceeding.


 



    	 	35	 



     


    

 


5.10 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 


5.11 Execution.
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 each other party, it being
understood that the parties 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.


 


5.12 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 commercially
reasonable 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 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.


 


5.13 Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever the Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then the Purchaser
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case
of a rescission of a conversion of any Note, the Purchaser shall be required to return any shares of Common Stock subject to any
such rescinded conversion notice.


 


5.14 Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or
in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.


 



    	 	36	 



     


    

 


5.15 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy
at law would be adequate.


 


5.16 Payment
Set Aside. To the extent that the Company makes a payment or payments to the Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


5.17 Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and
will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any
time hereafter in force, in connection with any claim, action or proceeding that may be brought by the Purchaser in order to enforce
any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction
Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments
in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”),
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated
with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such
Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents
is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract
rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof
forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the
Maximum Rate is paid by the Company to the Purchaser with respect to indebtedness evidenced by the Transaction Documents, such
excess shall be applied by the Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company,
the manner of handling such excess to be at the Purchaser’s election.


 



    	 	37	 



     


    

 


5.18 Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other
amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages
or other amounts are due and payable shall have been canceled.


 


5.19 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.20 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


 


5.21 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


[Signature
Pages Follow]


 



    	 	38	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above. 


 


	SPECTRUM GLOBAL SOLUTIONS, INC.		Address for Notice: 
	By:	 	 	Fax: 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 
	 	 	 	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK 


SIGNATURE
PAGE FOR PURCHASER FOLLOWS] 


 




    	 	39	 



     


    

 


[PURCHASER
SIGNATURE PAGES TO SPECTRUM GLOBAL SOLUTIONS, INC. SECURITIES PURCHASE AGREEMENT] 


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above. 


 


Name of Purchaser: ______________________________


 


	Signature of Authorized Signatory of Purchaser:	____________________________________
	  	   
	Name of Authorized Signatory:	____________________________________
	Title of Authorized Signatory:	____________________________________
	Email Address of Authorized Signatory:	____________________________________
	Facsimile Number of Authorized Signatory:	____________________________________


 


Address for Notice to
Purchaser: 


 


_________________________


 


_________________________


 


_________________________





 


	Principal Amount:	 	$	 	 
	 	 	 	 	 
	Subscription Amount:	 	$	 	 



 


EIN Number: _______________________



 




    	 	40	 



     


    

 


SCHEDULE OF PURCHASERS


 


	(1)	 	(2)
 
	 	 	(3)	 
	Purchaser	 	Principal Amount of
 Convertible Notes
	 	 	Subscription
Amount	 
	 	 	 	 	 	 	 
	Dominion Capital LLC	 	$	1,578,947.37	 	 	$	1,500,000	 




 




    	 	41	 



     


    

 


EXHIBIT
A


 


Form
of Senior Secured Convertible Promissory Note


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 	42	 



     


    

 


EXHIBIT B


 


Form of Intellectual Property Security
Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 	43	 



     


    

 


EXHIBIT C


 


Form of Security Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 	44	 



     


    

 


EXHIBIT D


 


Form of Subsidiary Guarantee


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 	45	 



     


    

 


EXHIBIT E


 


Form of Transfer Agent Instruction Letter


 


April 20, 2018


 


[TA]


 


Ladies and Gentlemen:


 


Spectrum Global Solutions,
Inc., a Nevada corporation (the “Company”), has issued to [_____] (the “Investor”) a Senior Secured
Convertible Promissory Note, dated April 23, 2018, in the principal amount of $1,578,947.37 (the “Note”).


 


A copy of
the Note is attached hereto. You should familiarize yourself with your issuance and delivery obligations, as Transfer Agent, contained
therein. The shares to be issued are to be registered in the names of the registered holder of the securities submitted for conversion
or its designee.


 


You are hereby
irrevocably authorized and instructed to reserve shares of common stock (“Common Stock”) of the Company (initially,
200,000,000 shares) for issuance upon full conversion of the Note, in accordance with the terms thereof. The
amount of Common Stock so reserved may be increased, from time to time, by written instructions. The Investor may provide
written notice to you in order to increase the amount held in reserve, in which you agree to accept and reserve, without any action
on the part of the Company.


 


The ability
to convert the Note in a timely manner is a material obligation of the Company pursuant to the terms of the Note. Your firm is
hereby irrevocably authorized and instructed to issue shares of Common Stock of the Company (without any restrictive legend) to
the Investor (from the reserve, but in the event there are insufficient reserve shares of Common Stock to accommodate the Conversion
Notice, as defined below, your firm and the Company agree that the issuance of conversion shares should be completed using authorized
but unissued shares of the Common Stock that the Company has available) without any further action or confirmation by the Company:
(A) upon your receipt from the Investor of: (i) a notice of conversion (“Conversion Notice”) executed by the
Investor; and (ii) an opinion of counsel of the Investor or the Company, in form, substance and scope customary for opinions of
counsel in comparable transactions, to the effect that the shares of Common Stock of the Company issued to the Investor pursuant
to the Conversion Notice are not “restricted securities” as defined in Rule 144 and should be issued to the Investor
without any restrictive legend; and (B) the number of shares to be issued is less than 4.99% of the total issued common stock of
the Company (or if given 61 calendar days’ notice, 9.99% of the total issued common stock).


 


The Company
hereby requests that your firm act immediately, without delay and without the need for any action or confirmation by the Company
with respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor. The Company also requires
that as long as the Investor, or any of its affiliates, holds any securities issued by the Company, including but not limited to
Convertible Notes, Common Stock, or warrants of the Company (the “Securities”), the transfer agent must disclose,
in written form, the shares authorized and outstanding, as well as the cost basis on any Common Stock issuance, to the Investor
as requested. As of the date above the current share authorized and outstanding of the Company is as follows:


 


Shares of Spectrum Global Solutions, Inc. authorized: 750,000,000


 


Shares of Spectrum Global Solutions, Inc. issued and outstanding:
XXXXXX


 


The Company
shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless
from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its
attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein,
the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself
or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in
respect of which it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to the
Company in respect to any action taken or any failure to act in respect of this if such action was taken or omitted to be taken
in good faith, and you shall be entitled to rely in this regard on the advice of counsel.


 



    	 	46	 



     


    

 


The Board of
Directors of the Company has approved the foregoing irrevocable instructions and does hereby extend the Company’s irrevocable
agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein contained
on the terms herein set forth.


 


The Company
agrees that in the event that the Transfer Agent resigns as the Company’s transfer agent, the Company shall engage a suitable
replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and conditions
of these Irrevocable Instructions within five (5) business days. The Company also agrees that in the event that the Transfer Agent
resigns from their position and there is a new designated Transfer Agent for the Company, the Investor will be informed of such
changes within two (2) days of the designation. The Transfer Agent agrees that notwithstanding anything contained herein, the Transfer
Agent shall not provide the share data file to any new Transfer Agent unless and until such Transfer Agent agrees to be bound by
the terms and conditions of these Irrevocable Instructions.


 


All parties to this
agreement agree and acknowledge that the Company holds the sole responsibility to pay any outstanding fees to the Transfer Agent
through the normal course of operations. The Investor understands and acknowledges that in the event that the Company is delinquent
in billing with [--------] less than $5,000.00, [--------] will honor conversion requests with the additional payment of $200.00
per request. In the event that the Company is suspended with [--------] due to non-payment, with an account balance exceeding $5,000.00,
the Investor would be required to bring the account balance current for any transactions to take place by [--------].


 


The Investor
is intended to be and is a third-party beneficiary hereof, and no amendment or modification to the instructions set forth herein
may be made without the consent of the Investor.


 


By signing
below, each person executing this agreement certifies that they are duly authorized to execute this agreement on behalf of the
entity for which they are signing and to bind such party to all of the terms and conditions contained herein.


 


	 	Very truly yours,
	 	 
	 	Spectrum Global Solutions, Inc.
	 	 
	 	 
	 	Name:
	 	Title:


 


	Acknowledged and Agreed:	 
	Dominion Capital LLC	 
	 	 
	 	 
	Name:	 
	Title:	 
	 	 
	ISLAND STOCK TRANSFER	 
	 	 
	 	 
	Name:	 
	Title:	 


 



    	 	47	 



     


    

 


EXHIBIT F


 


Form of Deposit Account Control Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


48