false --12-31 0001413891 0001413891 2025-05-22 2025-05-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): May 22, 2025

 

High Wire Networks, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada
(State or other jurisdiction of incorporation)

 

 000-53461

  81-5055489
(Commission File Number)   (IRS Employer
Identification No.)

 

30 North Lincoln Street

Batavia, IL 60510

(Address of Principal Executive Offices)

 

(952) 974-4000

(Registrant’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

As previously disclosed, on September 25, 2023, High Wire Networks, Inc. (the "Company") issued to a creditor (the “2023 Creditor”) a senior subordinated secured convertible promissory note in the aggregate principal amount of $700,000 (the “Note”). In addition, on January 13, 2025, the Company issued to a creditor (the “2025 Creditor,” and together with the 2023 Creditor, each a “Creditor” and collectively, the “Creditors”) a 20% Original Issue Discount Senior Secured Convertible Debenture, due April 16, 2025 (the “Debenture”), in the original principal balance of $1,200,000.

 

On May 22, 2025, the Company and each Creditor entered into a debt exchange agreement (the “Debt Exchange Agreements”) whereby they agreed to exchange a portion of the remaining outstanding balance under the Note and the Debenture, respectively, for shares of a newly created series of preferred stock designated as Series H Convertible Preferred Stock (the “Series H Stock”), which is convertible into common stock, par value $0.00001 per share, of the Company (“Common Stock”). The 2023 Creditor exchanged $650,000 of the outstanding balance under the Note for 65 shares of Series H Stock and the 2025 Creditor exchange $950,000 of the outstanding balance under the Debenture for 95 shares of Series H Stock. The remaining balance of each of the Note and the Debenture shall remain subject to the terms thereof. The Debt Exchange Agreement contains customary representations, warranties, and covenants of the Company.

 

The information set forth in “Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” relating to the Series H Stock is incorporated by reference herein in its entirety. The foregoing description of the Debt Exchange Agreements does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of such agreements, a copy of the form of which is attached hereto as Exhibit 10.1.

 

Item 3.02 Unregistered Sales of Equity Securities

 

The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of Series H Stock pursuant to the Debt Exchange Agreements is incorporated by reference herein in its entirety. The Company issued the Series H Stock in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On May 22, 2025, the Company filed a Certificate of Designation for the Series H Stock with the Secretary of State of the State of Nevada (the “Certificate of Designation”). The following is only a summary of the Certificate of Designation, and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Designation, Amount, and Par Value. The number of shares of Series H Stock designated is 200. The shares of Series H Stock have a par value of $0.00001 per share and a stated value of $10,000 per share.

 

Voting, Dividend and Other Rights. Except as otherwise provided in the Certificate of Designation, or as required by law, the Series H Stock is entitled to vote together with the shares of Common Stock, and any other series of preferred stock then outstanding that have voting rights, and except as provided in Section 3 of the Certificate of Designation, not as a separate class, at any annual or special meeting of stockholders of the Company, with respect to any question or matter upon which the holders of Common Stock have the right to vote, such that the voting power of each share of Series H Stock is equal to the voting power of the shares of Common Stock that each such share of Series H Stock would be convertible as of the record date for determining stockholders entitled to vote on such matter. The Series H Stock shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Company and may act by written consent in the same manner as the holders of Common Stock of the Company. Each share of Series H Stock is entitled to receive cumulative dividends of $1,000 per share of Series H Stock per quarter, payable quarterly in arrears in cash, beginning on September 1, 2025, then on the first business day of each subsequent fiscal quarter, and ending on the date that such share of Series H Stock has been converted or redeemed.

 

1

 

 

Preference of Liquidation. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, subject to the rights of any series of preferred stock that may from time to time come into existence, the holders of Series H Stock shall (i) first be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the stated value for each share of Series H Stock and any accrued and unpaid dividends owing in respect thereof before any distribution or payment shall be made to the holders of any other securities of the Company and (ii) then be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of Common Stock would receive if the Series H Stock were fully converted (disregarding for such purposes any conversion limitations under the Certificate of Designation) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock.

 

Conversion. Following the one year anniversary of the date of issuance, all or a portion of the Series H Stock may be converted into Common Stock determined by dividing the stated value of such share of Series H Stock, plus any accrued and unpaid dividends thereon, by $1.00. The conversion price, and the rate at which shares of Series H Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided in the Certificate of Designation. Upon the consummation of any financing by the Company occurring while any Series H Stock remains outstanding, the holder of a share of Series H Stock shall have the option to convert any of their outstanding Series H at a value equal to 200% of the stated value and any accrued and unpaid dividends owing thereon, into the securities issued as part of such financing.

 

Redemption. Upon ten business days’ notice, the Company shall have the option to redeem the Series H Stock for an amount equal to 100% of the outstanding stated value of the Series H Stock, plus any accrued but unpaid dividends. The redemption price required to be paid by the Company to each holder of Series H Stock is to be paid in the cash on the date of redemption specified by the Company in its redemption notice. A holder of Series H Stock may convert some or all of its shares of Series H Stock until the date it receives in full the redemption price.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Certificate of Designation, Preferences, and Other Rights of Series H Convertible Preferred Stock, as filed with the Secretary of State of the State of Nevada
10.1   Form of Debt Exchange Agreement
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 22, 2025

 

  High Wire Networks, Inc.
     
  By: /s/ Mark W. Porter
  Name:  Mark W. Porter
  Title: Chief Executive Officer

 

 

3

 

Exhibit 3.1

 

CERTIFICATE OF DESIGNATION, PREFERENCES AND

OTHER RIGHTS OF

SERIES H CONVERTIBLE PREFERRED STOCK OF HIGH WIRE NETWORKS, INC.

 

I, Mark Porter, hereby certify that I am the Chairman of the Board of Directors of High Wire Networks, Inc. (the “Corporation”), a corporation organized and existing under the Nevada Revised Statutes, and further do hereby certify:

 

That pursuant to the authority expressly conferred upon the Board of Directors of the Corporation (the “Board”) by the Corporation’s Articles of Incorporation (the “Articles of Incorporation”), the Board on May 20, 2025, adopted the following resolutions creating a series of shares of preferred stock designated as Series H Convertible Preferred Stock, none of which shares have been issued:

 

RESOLVED, that the Board hereby designates the Series H Convertible Preferred Stock and the number of shares constituting such series, and fixes the rights, powers, preferences, privileges and restrictions relating to such series in addition to any set forth in the Articles of Incorporation as follows:

 

Series H Preferred Stock

 

The Corporation shall designate a series of preferred stock, consisting of 200 shares, with stated value of $10,000 per share (the “Stated Value”), as Series H Preferred Stock (the “Series H”), which shall have the following designations, rights and preferences:

  

1. Redemption. Upon ten business days’ notice, the Corporation shall have the option to redeem the Series H for an amount equal to 100% of the outstanding Stated Value of the Series H, plus any accrued but unpaid dividends (the “Corporation Redemption Price”). The Corporation Redemption Price required to be paid by the Corporation to each holder of Series H (“Holder”) shall be paid in the cash on the date of redemption specified by the Corporation in its redemption notice. A Holder may convert some or all of its shares of Series H until the date it receives in full the Corporation Redemption Price.

 

2. Voting Rights. Except as otherwise provided herein or as required by law, the Series H shall be voted together with the shares of common stock, par value $0.00001 per share of the Corporation (“Common Stock”), and any other series of preferred stock then outstanding that have voting rights, and except as provided in Section 8, below, not as a separate class, at any annual or special meeting of stockholders of the Corporation, with respect to any question or matter upon which the holders of Common Stock have the right to vote, such that the voting power of each share of Series H is equal to the voting power of the shares of Common Stock that each such share of Series H would be convertible into pursuant to Section 6 if the Series H Conversion Date was the date of the vote. The Series H shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation and may act by written consent in the same manner as the holders of Common Stock of the Corporation.

 

3. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall (i) first be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value for each share of Series H and any accrued and unpaid dividends owing in respect thereof before any distribution or payment shall be made to the holders of any other securities of the Corporation and (ii) then be entitled to receive out of the assets, whether capital or surplus, of the Corporation the same amount that a holder of Common Stock would receive if the Series H were fully converted (disregarding for such purposes any conversion limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.

 

4. No Preemptive Rights. No holder of Series H shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class.

 

 

 

 

5. Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy, and nothing herein shall limit a Holder’s right to pursue actual damages for any failure by the Corporation to comply with the terms of this Certificate of Designation.

 

6. Conversion.

 

a)Beginning one (1) year from the date of issuance, all or a portion of the Series H may be converted into Common Stock at $1.00 per share, subject to adjustment for stock splits, dividends, and similar adjustments (the “Conversion Price”). To determine the number of shares of Common Stock issuable upon any such conversion, the product of the number of shares of Series H being converted multiplied by the amount of the Stated Value of each share being converted and the amount of any accrued and unpaid dividends that the Holder elects to then convert, would be divided by the Conversion Price set forth in the preceding sentence.

 

b)Delivery of Conversion Shares Upon Conversion. Not later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) after each conversion date (the “Share Delivery Date”), the Corporation shall deliver, or cause to be delivered, to the Holder the Common Stock issuable upon conversion of this Series H (the “Conversion Shares”). As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of trading days, of the Corporation’s primary trading market with respect to the Common Stock as in effect on the date of conversion.

 

c)Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the Holder, if the Corporation fails for any reason to deliver to the Holder such Conversion Shares by the Share Delivery Date pursuant to Section 6(b), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Corporation shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) the Series H which is the subject of such conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(b). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Series H with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay the Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver Conversion Shares upon conversion of this Series H as required pursuant to the terms hereof.

 

2

 

 

d)Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the date the Series H is issued, the Corporation grants, issues or sells any Common Stock, for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced, and only reduced, to an amount equal to the New Issuance Price.

 

e)Qualified Offering. Upon the consummation of a Qualified Offering, the Holder shall have the option to convert any of their outstanding Series H, at a value equal to 200% of the Stated Value and any accrued and unpaid dividends owing thereon, into the securities issued as part of such Qualified Offering. “Qualified Offering” means a financing by the Corporation occurring while any Series H preferred stock remains outstanding.

 

7. Dividends. Each share of Series H shall be entitled to receive, and the Corporation shall pay, cumulative dividends of $1,000 per share of Series H per quarter, payable quarterly in arrears in cash, beginning on September 1, 2025, then on the first business day of each subsequent fiscal quarter, and ending on the date that such share of Series H has been converted or redeemed. Dividends on the Series H shall be calculated on the basis of a 360-day year, consisting of twelve (12) thirty (30) calendar day periods, and shall accrue and compound daily commencing on June 1, 2025, and shall be deemed to accrue from such date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. Dividends shall cease to accrue with respect to any Series H redeemed or converted.

 

8. Vote to Change the Terms of or Issuance of Series HThe affirmative vote at a meeting duly called for such purpose, or written consent without a meeting, of the holders of not less than fifty-one (51%) of the then outstanding shares of Series H shall be required for any change to the Certificate of Designation, Preferences, Rights and Other Rights of the Series H or for the issuance of any additional shares of Series H.

 

9. Specific Shall Not Limit General. No specific provision contained in this Certificate of Designation shall limit or modify any more general provision contained herein.

 

3

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed by its Director as of this 22nd day of May, 2025.

 

  HIGH WIRE NETWORKS, INC.
     
  By: /s/ Mark Porter
  Name:  Mark Porter
  Title: Director

 

 

4

 

 

 

Exhibit 10.1

 

DEBT EXCHANGE AGREEMENT

 

This DEBT EXCHANGE AGREEMENT (this “Agreement”), dated as of _______, 2025, is entered into by and among High Wire Networks, Inc., a Nevada corporation (the “Company”) and _____________________ and its registered assigns. (the “Creditor” and together with the Company, the “Parties” and each, a “Party”).

 

W I T N E S S E T H:

 

WHEREAS, the Company issued to the Creditor a Senior Subordinated Secured Convertible Debenture, due ___________ (the “Debenture”), in the original principal balance of $_______ and any other amounts owing thereunder (the “Debt”); 

 

WHEREAS, the Creditor is willing to exchange $_________ of the Debt, (the “Exchanged Debt”) as provided herein;

 

WHEREAS, the Creditor is willing to exchange $_________ of the outstanding Debt balance, (the “Converted Debt”) for ___ shares of the Company’s Series H Preferred Stock with the remaining balance owing under the Debenture remaining subject to all of the terms and conditions of the Debenture, with an extension of the due date to ______. This transaction is subject to successful completion of a listing on NASDAQ.

 

WHEREAS, the Company will issue the Exchange Shares to the Creditor in exchange for the Exchanged Debt set forth above;

 

WHEREAS, the Company will issue ____ shares of the Company’s Series H Preferred Stock to the Creditor in exchange for the Converted Debt set forth above; and

 

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the Parties agree as follows:

 

Section I

EXCHANGE

 

1.1  Closing Transactions. Upon execution of this Agreement, the following exchange (the “Exchange”) shall occur on the closing date (the “Closing Date”), upon which:

 

(a)the Creditor acknowledges that the Exchanged Debt is will no longer be outstanding upon its receipt of the Exchange Shares;

 

(b)the Company shall issue the Exchange Shares to Creditor and provide all necessary documentation from the Company’s transfer agent evidencing the Exchange Shares registered in the name of the Creditor;

 

 

 

 

Section II

REPRESENTATIONS AND WARRANTIES

 

2.1  Representations and Warranties of the Company. The Company represents and warrants to the Creditor as follows:

 

(a) Organization, Authority and Subsidiaries. The Company has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. The Company possesses all requisite power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the business, properties, management, financial position or results of operations or prospects of the Company.

 

(b) Due Issuance and Authorization.

 

(i) This Agreement has been duly authorized by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will each constitute a valid and legally binding agreement of the Company , enforceable against the Company, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

 

(ii) The Exchange Shares have been duly authorized by the Company and, when issued as provided herein, will be validly issued, fully paid and non-assessable and free and clear of any pre-emptive rights or rights of first offer or similar rights and will be free of any liens or encumbrances, except inchoate liens arising by operation of law, of the stockholders of the Company; provided, however, that the Exchange Shares shall be subject to restrictions on transfer in accordance with the terms of this Agreement and under state and/or federal securities laws or otherwise required by such laws at the time a transfer is proposed.

 

(c) Consents. No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority, regulatory authority, or court or other third party on the part of the Company is required in connection with the execution and delivery of the Agreement or the consummation of the exchange and the transactions contemplated hereunder.

 

(d) No Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, do not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of, any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument, each as amended, to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (ii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

 

(g) No Integrated Offering. Neither, the Company nor any of its Affiliates or any other Person acting on the Company’s behalf, has directly or indirectly engaged in any form of general solicitation or general advertising with respect to the Exchange Shares, nor have any of such Persons made any offers or sales of any security or solicited any offers to buy any security under circumstances that would require registration of any of the Exchange Shares under the Securities Act or cause the Exchange Shares or the other transactions contemplated by this Agreement to be integrated with any prior offering of securities of the Company for purposes of the Securities Act or any applicable stockholder approval provisions.

 

2

 

 

(h) Litigation. To the best knowledge of the Company, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of the Company’s Subsidiaries is a party or to which any property of the Company or any of the Company’s Subsidiaries is the subject that, individually or in the aggregate, if determined adversely to the Company, would interfere with the Company’s issuance of the Exchange Shares.

 

(i) Acknowledgment Regarding Exchange Shares. The Company’s Board of Directors has determined in its good faith business judgment that the issuance of the Exchange Shares hereunder and the consummation of the transactions contemplated hereby are in the best interests of the Company and its stockholders.

 

2.2 Representations and Warranties of the Creditor. The Creditor hereby represents and warrants to the Company as follows:

 

(a) Transfers or Assignments of Debt. The Creditor has not transferred, assigned or sold any of the Debt prior to the date hereof.

 

(b) Creditor Capacity. The Creditor, by reason of his business and financial experience, has the capacity to protect his own interests in connection with the Exchange and the transactions contemplated by this Agreement. The Creditor is able to bear the economic risk of an investment in the Exchange Shares and has sufficient net worth to sustain a loss of all of its investment in the Exchange Shares if such a loss should occur. The Creditor is acquiring the Exchange Shares for his own account for investment only, not as a nominee or agent, and not with a view towards the resale or distribution thereof in violation of the Securities Act. The Creditor represents that it is an “accredited investor” within the meaning of Regulation D under the Securities Act.

 

(c) Due Diligence. The Creditor has received all such documents, records and information which the Creditor has requested, and has had adequate opportunity to ask questions of, and receive answers from, the Company’s officers, employees, agents, accountants, and representatives concerning the business, operations, financial condition, assets, liabilities, and all other matters relating to the Company and its Subsidiaries relevant to the Creditor’s investment in the Exchange Shares.

 

(d) No Registration. The Creditor understands and hereby acknowledges that he is aware that the Exchange Shares have not been registered under the Securities Act or any similar state securities laws and that the Exchange Shares will be issued by the Company in reliance upon exemptions from the registration requirements of such laws. The Exchange Shares are being issued in accordance with the provisions of Rule 144 under the Securities Act of 1933 and are subject to the provisions of Rule 144.The Creditor further understands and acknowledges that all representations, warranties and agreements made herein form, in part, the basis for the foregoing exemptions under the Securities Act and the applicable state securities laws, and that in issuing the Exchange Shares to the Creditor, the Company has relied on all representations, warranties and agreements of the Creditor contained herein.

 

(e) Certain Tax Matters. The Creditor does hereby acknowledge that he (i) has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of an investment in the Exchange Shares, (ii) is relying solely on such advisors and not on any statements or representations of the Company or any of their respective agents and (iii) understands that it shall be responsible for its own tax liability that may arise as a result of this investment in the Exchange Shares.

 

3

 

 

Section III

ADDITIONAL AGREEMENTS

 

3.1 Limitation on Conversion. At no time shall the holder of the Series H Preferred Convertible be able to convert into common stock that would equate to more than 19.99% of the Company’s then current outstanding common shares.

 

3.2 Further Assurances. From time to time after the Closing Date, each Party hereto shall deliver or cause to be delivered such further documents and instruments and shall do and cause to be done such further acts as a Party may reasonably request to carry out the provisions and purposes of this Agreement.

 

3.3 Public Announcements. Except as may be required by applicable law, no Party hereto shall make any public announcements or otherwise communicate with any news media with respect to this Agreement or any of the transactions contemplated hereby, without prior consultation with the other parties as to the timing and contents of any such announcement or communications; provided, however, that nothing contained herein shall prevent any Party from promptly making all filings with any Governmental Entity or disclosures with the stock exchange, if any, on which such Party’s capital stock is listed, as may, in its judgment, be required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

 

Section IV

CERTAIN DEFINITIONS

 

Except as otherwise expressly provided, all accounting terms used in this Agreement, whether or not defined in this Section IV, shall be construed in accordance with GAAP. The following terms have the meanings set forth below:

 

Affiliate” of any Person means any other Person which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) as used with respect to any Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

 

Agreement” means this Agreement.

 

Closing” has the meaning assigned to it in Section 1.1 hereof.

 

Closing Date” has the meaning assigned to it in Section 1.1 hereof.

 

Code” means the Internal Revenue Code of 1986, as amended.

 

Common Stock” has the meaning assigned to it in the recitals hereof.

 

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

 

Exchange Shares” has the meaning assigned to it in the recitals hereof.

 

4

 

 

GAAP” means United States generally accepted accounting principles consistently applied.

 

Governmental Entity” means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal.

 

Creditor” has the meaning assigned to it in the Preamble hereof.

 

Material Adverse Effect,” when used with respect to any Person, means a material adverse effect or change on the condition (financial or otherwise), operations or results thereof, or properties or assets (taken as a whole), of such Person and its subsidiaries as a whole, or any event that has occurred or circumstances that exist that result in such material adverse effect or change; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition, or change, directly or indirectly, arising out of or attributable to: (i) any changes, conditions or effects in the United States or foreign economies or securities or financial markets in general; (ii) changes, conditions or effects that generally affect the industries in which the Company operates; (iii) any change, effect or circumstance resulting from an action required or permitted by this Agreement; (iv) conditions caused by acts of terrorism or war (whether or not declared); (v) a change in law; (vi) changes in GAAP; (vii) the announcement of the transactions contemplated in this Agreement; (viii) changes in political conditions; or (ix) acts of God.

 

Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, Governmental Entity or other entity.

 

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

 

Subsidiary” means, with respect to any Person, any corporation, association, trust, limited liability company, partnership, joint venture or other business association or entity (i) at least 50% of the outstanding voting securities of which are at the time owned or controlled directly or indirectly by such Person or (ii) with respect to which such Person possesses, directly or indirectly, the power to direct or cause the direction of the affairs or management.

 

Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, severance, stamp, occupation, premium, windfall profits, customs, duties, franchise, withholding, social security, unemployment, real property, personal property, sales, use, transfer, value added, estimated or other tax of any kind whatsoever, including any interest, penalties or additions thereto.

 

Transfer” means to sell, exchange, transfer, negotiate, gift, convey in trust, pledge, assign, encumber or otherwise dispose of.

 

Section V

MISCELLANEOUS

 

5.1  Amendment. No amendment of any provision of this Agreement will be effective unless made in writing and signed by a duly authorized officer of each Party.

 

5.2  Waiver. The conditions to each Party’s obligation to consummate the Closing are for the sole benefit of such Party and may be waived by such Party in whole or in part to the extent permitted by applicable law. No waiver will be effective unless it is in a writing signed by a duly authorized officer of the waiving Party that makes express reference to the provision or provisions subject to such waiver. Further nothing in this Agreement shall be deemed to be a waiver of any events of default, or any rights and remedies which the Creditor has, under the Debenture, all of which the Creditor explicitly reserves.

 

5

 

 

5.3  Counterparts and Facsimile. For the convenience of the Parties hereto, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by .PDF or electronic facsimile (including via electronic mail), and such .PDF or facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

 

5.4  Governing Law; Forum This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without giving effect to principles of conflicts of law or choice of law that would compel the application of the substantive laws of any other jurisdiction. The Parties hereby consent to the concurrent exclusive jurisdiction of the courts of the State of Nevada and the United States in connection with any suit, action or proceeding arising out of or relating in any manner to this Agreement, and each of the Parties further irrevocably agrees to waive any objection to the venue of any such suit or proceeding in either court, or to in personal jurisdiction.

 

5.5  WAIVER OF TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (I) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (II) THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

 

5.6 Remedies. Each of the Parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The Parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any Party shall be entitled to immediate injunctive relief or specific performance without bond or the necessity of showing actual monetary damages in order to enforce or prevent any violations of the provisions of this Agreement.

 

5.7  Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered, sent by telecopy (with hard copy to follow); (ii) one day after sent by reputable overnight express courier (charges prepaid); or (iii) five (5) days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices, demands and communications to the Company and the Creditor shall be sent to the addresses indicated below:

 

if to the Company or

High Wire Networks, Inc.

Attn: Mark Porter

30 N Lincoln St.

Batavia, IL 60510

Mark.porter@highwirenetworks.com

   

If to Creditor:

  

 

6

 

 

5.8 Entire Agreement. This Agreement (including the Exhibits hereto) referenced herein set forth the entire agreement of the Parties hereto with regard to the subject matter hereof and supersedes and replaces all prior agreements, understandings and representations, oral or written, with regard to such matters.

 

5.9  Assignment; Successors and Assigns. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any Party hereto without the prior written consent of the other Parties, and any attempt to assign any right, remedy, obligation or liability hereunder without such consent shall be void, except that the Creditor may, without the prior consent of the Parent or the Company, assign its rights hereunder to any of its Affiliates. Except as expressly set forth herein, this Agreement shall not inure to the benefit of or be enforceable by any other Person. All covenants, promises and agreements by or on behalf of the Parties contained in this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors and assigns.

 

5.10  Severability. If any provision of this Agreement or the application thereof to any Person or circumstance, is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the Parties.

 

5.11  No Third-Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any Person other than the Company and the Creditor, any benefits, rights or remedies of any nature whatsoever.

 

5.12  Restrictive Legends.

 

(a) The Creditor understands and agrees that Parent will cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Exchange Shares, together with any other legends that may be required by state or federal securities laws:

 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) TO REQUEST THE DELIVERY OF AN OPINION OF COUNSEL AND/OR, CERTIFICATION AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE ISSUER.

 

5.13  Interpretation. The headings contained in this Agreement are for reference purposes only and are not part of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

7

 

 

IN WITNESS WHEREOF, the Parties have executed this Debt Exchange Agreement as of the date first written above.

 

  HIGH WIRE NETWORKS, INC.
     
  By:  
  Name: Mark W. Porter
  Title: Chairman and CEO
     
  [Creditor]
     
  By:         
  Name:  
  Title: