Exhibit 10.1

AMENDMENT NO. 1

TO

SHARE PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 to Share Purchase Agreement (“Amendment No.1”) is entered into as of the 14th day of November, 2019, but made effective as of July 15, 2019, by and between WAVETECH GmbH, a German corporation (the “Company”), and SPECTRUM GLOBAL SOLUTIONS, INC., a Nevada corporation (“Buyer”), for the purpose of amending that certain Share Purchase Agreement between the parties dated as of July 15, 2019 (the “Agreement”).

In consideration of the mutual promises and covenants herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

2. Article I of the Agreement is hereby amended to include the defined terms described on Exhibit A attached hereto and by this reference made a part hereof.

3. Section 2.2 of the Agreement is hereby replaced with Section 2.2 set forth on Exhibit B attached hereto and by this reference made a part hereof.

4. Section 2.3 of the Agreement is hereby replaced with Section 2.3 set forth on Exhibit C attached hereto and by this reference made a part hereof.

5. Section 2.4 of the Agreement is hereby replaced with Section 2.4 set forth on Exhibit D attached hereto and by this reference made a part hereof.

6. Section 2.5 of the Agreement is hereby deleted.

7. Section 4.15 of the Agreement is hereby replaced with Section 4.15 set forth on Exhibit E attached hereto and by this reference made a part hereof.

8. Section 5.15 of the Agreement is hereby replaced with Section 5.15 set forth on Exhibit F attached hereto and by this reference made a part hereof.

9. Section 6.1(a) of the Agreement is hereby replaced with Section 6.1(a) set forth on Exhibit G attached hereto and by this reference made a part hereof.

10. Section 6 of the Certificate of Designation, Preferences, Rights and Other Rights of Series C Preferred Stock of Spectrum, set forth in Schedule 2.5 of the Agreement, is hereby replaced with Section 6 set forth on Exhibit H attached hereto and by this reference made a part hereof.

11. Except as modified herein, the Agreement remains in full force and effect.

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IN WITNESS WHEREOF and intending to be legally bound thereby, the Parties have executed this Amendment No. 1 as of the date first set forth above.

EXHIBIT A

“Assignment Agreement Shares” is defined in Section 2.2(a).

“Buyer’s Assurance Percentage” is defined in Section 6.1(a).

“Designee Shares” is defined in Section 2.2(a).

“Holder Percentage” is defined in Section 2.4(a).

“Holder’s Post-Closing SGSI Shares” is defined in Section 2.4(a).

“Maximum SGSI Closing Shares” is defined in Section 2.2(a).

“Pre-Closing Note Shares” is defined in Section 2.2(a).

“Post-Closing Deadline” is defined in Section 2.4(a).

“Revised Buyer’s Assurance Percentage” is defined in Section 2.4(b).

“Revised Sellers’ Assurance Percentage” is defined in Section 2.4(b).

“Sellers’ Assurance Percentage” is defined in Section 2.2(b).

“Series C Conversion Date” is defined in Section 2.2(b).

“Series B Warrants” and “Series B Warrant” are defined in Section 6.1(a).

“SGSI” means the Buyer.

“SGSI Fully-Diluted Shares” is defined in Section 2.2(b).

“SGSI Series C Preferred Stock” is defined in Section 2.2(a).

“Unissued Shares” is defined in Section 2.4(b).

EXHIBIT B

2.2 Maximum SGSI Closing Shares.

(a) The purchase price payable by Buyer as consideration for the sale and transfer of 100% of the issued and outstanding WaveTech Shares and conversion of the Pre-Closing Notes shall be in shares of Series C Preferred Stock of Buyer, with the terms set forth in the Certificate of Designation, Preferences, Rights and Other Rights of Series C Preferred Stock of Spectrum Global Solutions, Inc. in the form attached as Schedule 2.2 (the “SGSI Series C Preferred Stock). At the Closing, the aggregate number of shares if SGSI Series C Preferred Stock issuable by Buyer to the holders of Pre-Closing Notes and the holders of WaveTech Shares shall not exceed 8,000,000 shares, with the shares issuable to the holders of Pre-Closing Notes being referred to herein as the “Pre-Closing Note Shares” and the balance being referred to as the “Assignment Agreement Shares.” Upon each issuance of Pre-Closing Note Shares and/or Assignment Agreement Shares, Buyer shall make an additional issuance of whole and fractional shares of SGSI Series C Preferred Stock to certain parties as designated by WaveTech, in an amount equal to 0.111111 share for each Pre-Closing Note Share and/or Assignment Agreement Share issued (“Designee Shares”). As a result, the aggregate number of Pre-Closing Note Shares, Assignment Agreement Shares and Designee Shares issuable at Closing shall not exceed 8,888,888 shares of SGSI Series C Preferred Stock (the “Maximum SGSI Closing Shares”).

(b) Except as provided in Section 2.4(b), prior to the date the SGSI Series C Preferred Stock is to be converted into SGSI Common Shares (the “Series C Conversion Date”), the Buyer shall take all such action as may be necessary to ensure that the number of SGSI Common Shares issuable upon the conversion of the SGSI Series C Preferred Stock shall be not less than seventy-five percent (75%) (to be adjusted pro-rata based on the number of Assignment Agreements presented by the Company at Closing) of the SGSI Fully-Diluted Shares (defined below) as of the Series C Conversion Date (the “Sellers’ Assurance Percentage”). As used herein, “SGSI Fully-Diluted Shares” means the total number of whole and fractional SGSI Common Shares that would be issued and outstanding on the Series C Conversion Date if all convertible Debt, convertible preferred stock, warrants, options and other convertible securities of SGSI outstanding as of the Series C Conversion Date, including the Series B Warrants, were converted and/or exercised in accordance with their respective terms as of the Series C Conversion Date, other than the sum of (i) the aggregate number of whole and fractional SGSI Common Shares issuable upon the conversion of Post-Closing Notes, and (ii) the aggregate number of whole and fractional SGSI Common Shares issuable upon the exercise of options to purchase SGSI Common Shares pursuant to the terms contained in Post-Closing Notes.

EXHIBIT C

2.3 Initial SGSI Closing Shares. In the event the Assignment Agreements presented by the Company at Closing represent, in the aggregate, over 51% but less than 100% of the issued and outstanding WaveTech Shares as of the Closing Date (the “Closing Percentage”), then the initial aggregate number of shares of SGSI Series C Preferred Stock issuable by Buyer at the Closing as consideration for the Closing Percentage of WaveTech Shares sold at Closing and conversion of the Pre-Closing Notes shall be the number of whole and fractional shares of SGSI Series C Preferred Stock (the “Initial SGSI Closing Shares”) determined by the following formula:

[(Assignment Agreement Shares)(Closing Percentage)] + Pre-Closing Note Shares + Designee Shares issued at Closing

EXHIBIT D

2.4 Purchases Following Closing.

(a) In the event Section 2.3 is applicable, immediately following the Closing, Buyer shall reserve, until March 31, 2020 (the “Post-Closing Deadline”), the number of whole and fractional shares of SGSI Series C Preferred Stock determined by the following formula:

Maximum SGSI Closing Shares – Initial SGSI Closing Shares

Until the Post-Closing Deadline, Buyer shall accept an Assignment Agreement tendered by any holder of WaveTech Shares and issue to such holder the number of whole and fractional shares of SGSI Series C Preferred Stock (the “Holder’s Post-Closing SGSI Shares”) determined by the following formula:

(Assignment Agreement Shares) x (Holder Percentage),

Where the “Holder Percentage” is determined by dividing the total number of WaveTech Shares sold by the holder under its Assignment Agreement by the total number of WaveTech Shares issued and outstanding immediately prior to the Closing Date. Buyer shall also issue such number of whole and fractional Designee Shares determined by the formula in Section 2.2(a)

(b) Immediately following the Post-Closing Deadline, if the Maximum SGSI Closing Shares have not been issued (the difference between the Maximum SGSI Closing Shares and the total SGSI Shares issued pursuant to this Agreement shall be referred to as the “Unissued Shares”), then the Buyer’s Assurance Percentage shall be increased to the percentage determined by the following formula (the “Revised Buyer’s Assurance Percentage”):

30/[120 – [90 x (C/M)]],

Where

M = Maximum SGSI Closing Shares,

C = Unissued Shares, and

C/M and all other calculations shall be to six decimal places,

and the Sellers’ Assurance Percentage shall be decreased to the percentage determined by the following formula (“Revised Sellers’ Assurance Percentage”):

75% - [(Revised Buyer’s Assurance Percentage – 25%)]

EXHIBIT E

4.15 Litigation.

(a) Except as set forth on Schedule 4.15(a) of the Company Disclosure Schedules (such matters set forth thereon, the “Company Disclosed Litigation”) and/or Section 4.15(c) below, (i) no Claim is pending or, to the Company’s Knowledge, threatened against the Company or any of its directors or officers with respect to the business of the Company or affecting its business, assets, properties or operations as currently conducted, and there are no judgments or orders in force or outstanding against the Company, any of its assets or any of its directors or officers with respect to the business of the Company; and (ii) the Company has not received any notice of any potential Claim which may affect the validity or legality of this Agreement or the Transactions, or the ability of the Company or Sellers to execute, deliver and perform this Agreement and the Transactions.

(b) Except as set forth in Section 4.15(c), to the Company’s Knowledge, there are no facts or circumstances that could reasonably be expected to result in the Company becoming subject to any such Claim.

(c) Notwithstanding any provision in this Agreement to the contrary, no Claim instituted or threatened by Keith Barksdale, BV Advisory Partners, LLC, Wavetech Global, Inc., Wavetech, Inc. and/or any of their respective Affiliates, either in the past or in the future, shall be deemed (i) to constitute a breach of any representation or warranty by the Company, (ii) to have a Material Adverse Effect, or (iii) to constitute an undisclosed liability of the Company.

EXHIBIT F

5.15 Litigation.

(a) Except as set forth on Schedule 5.15(a) of the Buyer Disclosure Schedules (such matters set forth thereon, the “Buyer Disclosed Litigation”) and/or Section 5.15(c) below, (i) no Claim is pending or, to the Buyer’s Knowledge, threatened against the Buyer or any of its directors or officers with respect to the business of the Buyer or affecting its business, assets, properties or operations as currently conducted, and there are no judgments or orders in force or outstanding against the Buyer, any of its assets or any of its directors or officers with respect to the business of the Buyer; and (ii) the Buyer has not received any notice of any potential Claim which may affect the validity or legality of this Agreement or the Transactions, or the ability of the Buyer to execute, deliver and perform this Agreement and the Transactions.

(b) Except as set forth in Section 5.15(c), to the Buyer’s Knowledge, there are no facts or circumstances that could reasonably be expected to result in the Buyer becoming subject to any such Claim.

(c) Notwithstanding any provision in this Agreement to the contrary, no Claim instituted or threatened by Keith Barksdale, BV Advisory Partners, LLC, Wavetech Global, Inc., Wavetech, Inc. and/or any of their respective Affiliates, either in the past or in the future, shall be deemed (i) to constitute a breach of any representation or warranty by the Buyer, (ii) to have a Material Adverse Effect, or (iii) to constitute an undisclosed liability of the Buyer.

EXHIBIT G

6.1 Conduct of Business Prior to Closing.

* * *

(a) issue or sell any equity securities or debt securities of the Company or Buyer, as applicable, which in the aggregate, amount to greater than $3,000,000 worth of securities, which such value shall be determined using the closing price of the Common Stock on the trading day immediately preceding the date of its issuance, other than (1) with respect to instruments outstanding as of the date hereof and either disclosed in public filings, in the case of the Buyer, or disclosed to the Buyer prior to the date hereof, in the case of the Company and (2) warrants in the form attached as Schedule 6.1(a) issuable upon exchange of the Buyer’s Series B Preferred Stock currently outstanding (collectively, the “Series B Warrants” and separately, a “Series B Warrant”), which shall be exercisable (but not before Closing) into an aggregate number of SGSI Common Shares determined in accordance with the terms of the Series B Warrant; provided, however, except as provided in Section 2.4(b), the Buyer shall take all such action as may be necessary to ensure that the maximum aggregate number of SGSI Common Shares issuable upon the exercise of the Series B Warrants shall not be more than twenty-five percent (25%) of the SGSI Fully-Diluted Shares (the “Buyer’s Assurance Percentage”).

EXHIBIT H

6. Conversion.

(a) On the second business day following the earlier of (i) the reverse split of the Common Stock, (ii) the listing of the Corporation on a national securities exchange and (iii) the six-month anniversary of the Closing Date (as defined below) (the “Series C Conversion Date”), without any further action, all outstanding shares of Series C shall automatically convert into an aggregate number of shares of Common Stock equal to the greater of (i) $90,000,000 (the “Aggregate Value”)/Strike Price (as defined below), or (ii) the Aggregate Value/$0.0325 (as adjusted for any reverse stock split or similar adjustment that may occur prior to the Series C Conversion Date). Provided, however, if a Triggering Event (as defined below) occurs, the Aggregate Value shall be reduced by the amount of any Losses (as defined below).

(b) For purposes hereof, a “Triggering Event” shall include any liability arising from a breach of the representations or warranties of WT GmbH (as defined below) contained in that certain Share Purchase Agreement dated July 15, 2019 and all amendments thereto (as amended, the “SPA”), by and between the Corporation and WaveTech GmbH, a corporation organized under the laws of the Republic of Germany (“WT GmbH”). “Closing Date” shall have the meaning ascribed to the term in the SPA. “Strike Price” shall mean the closing price per share of the Corporation’s Common Stock on the trading day immediately preceding the Series C Conversion Date.

(c) Each Holder shall be a third-party beneficiary and entitled to enforce the Corporation’s obligations under Sections 2.2, 2.3, 2.4, and 6.1(a) of the SPA, the terms of which are hereby incorporated herein by this reference, as though the Holder was a party to the SPA. In the event of any conflict between Section 6(a) and this Section 6(c), this Section 6(c) shall control.

10

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 14^th day of November 2019 (the “Effective Date”), by and between Spectrum Global Solutions, Inc., a Nevada Corporation (the “Company”), and Silas Poel (the “Executive”).

RECITALS

THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

A. The Company desires to employ the Executive, and the Executive desires to accept such employment, on the terms and conditions set forth in this Agreement.

B. This Agreement shall be effective immediately and shall govern the employment relationship between the Executive and the Company from and after the Effective Date.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

(i) with Cause, with no less than thirty (30) days advance written notice to the Executive (such notice to be delivered in accordance with Section 18), or (ii) in the event of the Executive’s death, or (iii) in the event that the Board determines in good faith that the Executive has a Disability. The Executive’s employment and the Period of Employment may not be terminated by the Company without Cause prior to the date the listing of the Company on a national securities exchange.

(a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations;

(b) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, the Executive shall be entitled to the following benefits:

(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to the sum of twenty-four (24) months of Executive’s Base Salary at the monthly rate in effect on the Severance Date, plus two (2) times any bonus Executive received, if applicable, for the fiscal year of the Company in which the Severance Date occurs. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 21(b), the Company shall pay the Severance Benefit to the Executive in a lump sum or, at the option of the Executive, in equal monthly installments (rounded down to the nearest whole cent) over a period of twelve (12) consecutive months, with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service.

(ii) The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the twelve month (12) months following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place.

(iii) The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment by the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid (such payment to be made at the time bonuses for the fiscal year are paid to the Company’s executives generally).

(iv) As to each then-outstanding stock option and other equity-based award granted by the Company to the Executive that vests based solely on the Executive’s continued service with the Company, the Executive shall vest as of the Severance Date in any portion of such award in which the Executive would have vested thereunder if the Executive’s employment with the Company had continued for twelve (12) months after the Severance Date (and any portion of such award that is not vested after giving effect to this acceleration provision shall terminate on the Severance Date). As to each outstanding stock option or other equity-based award granted by the Company to the Executive that is subject to performance-based vesting requirements, the vesting of such award will continue to be governed by its terms, provided that for purposes of any service-based vesting requirement under such award, the Executive’s employment with the Company will be deemed to have continued for Twelve (12) months after the Severance Date. Notwithstanding the foregoing, if the Severance Date occurs on or after the date of a Change in Control Event, each stock option and other equity-based award granted by the Company to the Executive, to the extent then outstanding and unvested, shall be fully vested as of the Severance Date.

(c) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of the Executive’s death or Disability, the Company shall pay the Executive the amount by Section 5.3(b)(iii).

(d) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company, the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii) or 5.3(c), or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the Release contemplated by Section 5.4, in no event shall the Executive be entitled to benefits pursuant to Section 5.3(b) or 5.3(c), as applicable, of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by Section 5.4.

(e) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue health coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any).

(a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Section 5.3(b) or 5.3(c) or any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall provide the Company with a valid, executed general release agreement in substantially the form attached hereto as Exhibit A (with such changes as may be reasonably required to such form to help ensure its enforceability in light of any changes in applicable law) (the “Release”), and such Release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law; provided, however, notwithstanding any provision to the contrary in this Section 5.4, the Release shall not release or preclude any Claim arising under this Agreement or the Voting Agreement, as such terms are defined in the Share Purchase Agreement between the Company and WaveTech, dated July 15, 2019, as amended. The Company shall provide the final form of Release to the Executive not later than seven (7) days following the Severance Date, and the Executive shall be required to execute and return the Release to the Company within twenty-one (21) days (or forty-five (45) days if such longer period of time is required to make the Release maximally enforceable under applicable law) after the Company provides the form of Release to the Executive.

(b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

(c) In the event that the Company provides the Executive notice of termination without Cause pursuant to Section 5.1 or the Executive provides the Company notice of termination pursuant to Section 5.2, the Company will have the option to place the Executive on paid administrative leave during the notice period.

(a) As used herein, “Accrued Obligations” means:

(i) any Base Salary that had accrued but had not been paid on or before the Severance Date;

(ii) any accrued but unused vacation as of the Severance Date; and

(iii) any reimbursement due to the Executive pursuant to Section 4.2 for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’s expense reimbursement policies in effect at the applicable time.

(b) As used herein, “Affiliate” of the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

(c) As used herein, “Cause” shall mean, as reasonably determined by the Board (excluding the Executive, if he is then a member of the Board) based on the information then known to it, that one or more of the following has occurred:

(i) the Executive is convicted of, pled guilty or pled nolo contendere to a felony (under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction);

(ii) the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct in the course of his duties hereunder;

(iii) the Executive willfully fails to perform or uphold his duties under this Agreement and/or willfully fails to comply with reasonable directives of the Board; or

(iv) a breach by the Executive of any other provision of Section 6, or any material breach by the Executive of any other contract he is a party to with the Company or any of its Affiliates.

(d) As used herein, “Change in Control Event” shall mean

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 30% of either (1) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this clause (a), the following acquisitions shall not constitute a Change in Control Event; (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate of the Company or a successor, (D) any acquisition by any entity pursuant to a transaction that complies with Sections (iii)(1), (2) and (3) of this definition below, (E) any acquisition by a Person described in and satisfying the conditions of Rule 13d-1(b) promulgated under the Exchange Act, or (F) any acquisition by a Person who is the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of the Outstanding Company Common Stock and/or the Outstanding Company Voting Securities on the Effective Date (or an affiliate, heir, descendant, or related party of or to such Person).

(i) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(ii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets directly or through one or more subsidiaries (a “Parent”)) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, more than 30% of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership in excess of 30% existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iii) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company other than in the context of a transaction that does not constitute a Change in Control Event under clause (iii) above.

(e) As used herein, “Disability” shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of his employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 90 days in any 180-day period, unless a longer period is required by federal or state law, in which case that longer period would apply.

(f) As used herein, “Good Reason” shall mean the occurrence (without the Executive’s consent) of any one or more of the following conditions:

(i) a material diminution in the Executive’s rate of Base Salary; greater than 10 %

(ii) a material diminution in the Executive’s authority, duties, or responsibilities; any change in current reporting structure or personnel

(iii) a material change in the geographic location of the Executive’s principal office with the Company (for this purpose, in no event shall a relocation of such office to a new location that is not more than One-Hundred (100) miles from the current location of the Company’s executive offices constitute a “material change”); or

(iv) a material breach by the Company of this Agreement;

provided, however, that any such condition or conditions, as applicable, shall not constitute Good Reason unless both (x) the Executive provides written notice to the Company of the condition claimed to constitute Good Reason within sixty (60) days of the initial existence of such condition(s) (such notice to be delivered in accordance with Section 18), and (y) the Company fails to remedy such condition(s) within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of the Executive’s employment with the Company shall not constitute a termination for Good Reason unless such termination occurs not more than one hundred and twenty (120) days following the initial existence of the condition claimed to constitute Good Reason.

(g) As used herein, the term “Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(h) As used herein, a “Separation from Service” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

(a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Company plan or agreement (such payments or benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if the Executive received all of the Benefits (such reduced amount is referred to hereinafter as the “Limited Benefit Amount”). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Benefit Amount, any such notice consistent with the requirements of Section 409A of the Code to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation.

(b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Agreement and the amount of such Limited Benefit Amount shall be made by the Company’s independent public accountants or another certified public accounting firm of national reputation designated by the Company (the “Accounting Firm”) at the Company’s expense. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within ten (10) business days of the date of termination of the Executive’s employment, if applicable, or such other time as requested by the Company or the Executive (provided the Executive reasonably believes that any of the Benefits may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to any Benefits, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless the Executive provides written notice to the Company within ten (10) business days of the delivery of the Determination to the Executive that he disputes such Determination, the Determination shall be binding, final and conclusive upon the Company and the Executive.

(a) The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive’s performance in good faith of duties for the Company. The Executive will take all appropriate steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Executive may then possess or have under his control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal process, or as otherwise required by law, regulation or other legal requirement, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process.

(b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company (or such predecessors), including business, marketing and mergers and acquisitions plans and strategies, (ii) products or services (including product road maps and strategies), (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) suppliers, customers and clients, as well as supplier, customer or client lists, preferences and/or contracts and contract terms, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

As used in this Agreement, the term “Work Product” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable, copyrightable, registerable as a trademark, reduced to writing, or otherwise) which relates to the Company’s or any of its Affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours, whether or not by the use of the facilities of the Company or any of its Affiliates, and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the Effective Date) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. All Work Product that the Executive may have discovered, invented or originated during his employment by the Company or any of its Affiliates prior to the Effective Date, that he may discover, invent or originate during the Period of Employment or at any time in the period of twelve (12) months after the Severance Date, shall be the exclusive property of the Company and its Affiliates, as applicable, and Executive hereby assigns all of Executive’s right, title and interest in and to such Work Product to the Company or its applicable Affiliate, including all intellectual property rights therein. Executive shall promptly disclose all Work Product to the Company, shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its (or any of its Affiliates’, as applicable) rights therein, and shall assist the Company, at the Company’s expense, in obtaining, defending and enforcing the Company’s (or any of its Affiliates’, as applicable) rights therein. The Executive hereby appoints the Company as his attorney- in-fact to execute on his behalf any assignments or other documents deemed necessary by the Company to protect or perfect the Company, the Company’s (and any of its Affiliates’, as applicable) rights to any Work Product.

Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise.

if to the Company:

Spectrum Global Solutions, Inc.

C/O: AW Solutions, Inc.

300 Crown Oak Centre Drive Longwood, Florida 32750

Attention: CEO

with a copy to:

PRYOR CASHMAN LLP

7 Times Square, New York, NY 10036-6569

Attention: Ali Panjwani, Esq

if to the Executive, to the address most recently on file in the payroll records of the Company, with a copy to:

Doerner, Saunders, Daniel & Anderson, LLP

Two West Second Street, Suite 700

Tulsa, OK 74103.

Attention: H. Wayne Cooper, Esq.

(a) It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive.

(b) If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’s Separation from Service, the Executive shall not be entitled to any payment or benefit pursuant to Section 5.3(b) or (c) until the earlier of (i) the date which is six (6) months after his or her Separation from Service for any reason other than death, or (ii) the date of the Executive’s death. The provisions of this Section 21(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this Section 21(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’s death).

(c) To the extent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements pursuant to Section 4.2 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The benefits and reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year.

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IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the Effective Date.

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