0001213900-25-004346 Sample Contracts
SECURITIES PURCHASE AGREEMENT EXHIBIT LIST SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2025 • High Wire Networks, Inc. • Telephone communications (no radiotelephone) • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of January 13, 2025, between High Wire Networks, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • January 17th, 2025 • High Wire Networks, Inc. • Telephone communications (no radiotelephone)
This SECURITY AGREEMENT, dated as of January 13, 2025 (this “Agreement”), is among HIGH WIRE NETWORKS, INC., a Nevada corporation (the “Company”), each Guarantor (as defined below), the holders of the 20% Original Issue Discount Senior Secured Convertible Debentures issued by the Company (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”), and Helena Global Investment Opportunities 1 Ltd. in its capacity as Agent (as defined below).
SUBSIDIARY GUARANTEESubsidiary Guarantee • January 17th, 2025 • High Wire Networks, Inc. • Telephone communications (no radiotelephone) • Nevada
SUBSIDIARY GUARANTEE, dated as of January 13, 2025 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”), to that certain Securities Purchase Agreement, dated as of the date hereof, by and among High Wire Networks, Inc., a Nevada corporation (the “Company”), and the purchasers parties thereto (the “Purchase Agreement”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT HIGH WIRE NETWORKS, INC.Placement Agent Common Stock Agreement • January 17th, 2025 • High Wire Networks, Inc. • Telephone communications (no radiotelephone)
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Joseph Gunnar & Co., LLC, or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 16, 2025 (the “Initial Exercise Date”) until 5:00 p.m. (New York City time) on the date that is five years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from HIGH WIRE NETWORKS, INC., a Nevada corporation (the “Company”), up to 3,210,702 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Placement Agent Agreement, by and between the Company and Joseph Gunnar & Co., LLC, dated as of January 13, 2025 (the “Pl
PURCHASE AGREEMENTPurchase Agreement • January 17th, 2025 • High Wire Networks, Inc. • Telephone communications (no radiotelephone) • Nevada
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of January 13, 2025 (the “Effective Date”), is made by and between HELENA GLOBAL INVESTMENT OPPORTUNITIES 1 LTD. (the “Investor”), and HIGH WIRE NETWORKS, INC., a Nevada corporation (the “Company”).
January 13, 2025Placement Agent Agreement • January 17th, 2025 • High Wire Networks, Inc. • Telephone communications (no radiotelephone) • New York