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).
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. ☐
The number of shares of Common Stock issued to
the Selling Shareholder was calculated pursuant to the following formula: Shares = (Target Percentage × Total Outstanding Shares)
÷ (1 - Target Percentage), where Target Percentage equals 80% and Total Outstanding Shares means all issued and outstanding shares
of Common Stock plus all shares issuable upon exercise or conversion of options, warrants, convertible securities and other rights, whether
or not then exercisable or vested, on a fully diluted basis immediately prior to the issuance of the shares to the Selling Shareholder.
The Agreement contains customary representations
and warranties by the parties, including representations and warranties by the Company regarding its organization, capitalization, authority,
compliance with laws, absence of material litigation, and the accuracy of its SEC filings, and representations and warranties by Thoth
regarding its organization, capitalization, authority, compliance with laws, financial statements, and absence of material litigation.
Each party’s representations and warranties are subject to exceptions disclosed in the applicable disclosure letter.
The Agreement also contains covenants of the Company
(unless waived), including that from the date of the Agreement through the Closing, the Company would operate its business in the ordinary
course, preserve business relationships, maintain DTC eligibility for its Common Stock, and refrain from specified actions (including
issuing securities, incurring material indebtedness, or disposing of material assets) without the consent of Thoth. The Agreement includes
anti-dilution protections prohibiting the Company from issuing securities or taking other dilutive actions prior to Closing without Thoth’s
consent.
The Closing was subject to customary closing conditions
(unless waived), including the accuracy of the parties’ representations and warranties, compliance with covenants, absence of any material
adverse effect with respect to the Company, delivery of closing deliverables, evidence that the Company’s Common Stock is DTC-eligible,
absence of any pending governmental action preventing the transaction, and execution of a global settlement and mutual release agreement
between the Company and Mark W. Porter.
The foregoing description of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit
2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On March 3, 2026, in connection with the transactions
contemplated by the Agreement, the Company, Thoth, the Selling Shareholder, and Mark W. Porter entered into a Global Settlement and Mutual
Release Agreement (the “Settlement Agreement”).
Pursuant to the Settlement Agreement, the Company
agreed to pay Mark W. Porter an aggregate settlement amount of $150,000 in full and final settlement of all amounts claimed to be owed
by the Company to Mr. Porter, including amounts under certain promissory notes, unpaid compensation, and other claims. The settlement
amount is payable in installments equal to 5% of the gross proceeds received by the Company from each draw under a post-Closing registered
equity line of credit, if and when such draws occur, until the settlement amount is paid in full.
Upon execution of the Settlement Agreement, all
promissory notes and related instruments held by Mr. Porter were deemed satisfied, cancelled, and extinguished in full. The Settlement
Agreement contains mutual releases, with Mr. Porter releasing the Company, Thoth, and the Selling Shareholder from all claims arising
on or before the effective date, and the Company, Thoth, and the Selling Shareholder releasing Mr. Porter from all claims arising prior
to the Closing, subject to customary carve-outs for fraud, intentional misrepresentation, willful misconduct, criminal conduct, and certain
other matters.
The Settlement Agreement was a condition to the
Closing of the transactions contemplated by the Agreement.
The foregoing description of the Settlement Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On March 3, 2026, the Company completed the acquisition
of all of the issued and outstanding securities of Thoth pursuant to the Agreement described in Item 1.01 above, which description is
incorporated herein by reference. As a result of the transaction, Thoth became a wholly-owned subsidiary of the Company.
Thoth is a New York corporation. The authorized
capitalization of Thoth consists of 1,000,000 shares of common stock, 1,000,000 of which were issued and outstanding prior to the transaction.
Prior to the transaction, all of the issued and outstanding securities of Thoth were held by the Selling Shareholder.
The aggregate consideration paid by the Company
for the Thoth securities consisted of the issuance of 16,597,353 shares of Common Stock to the Selling Shareholder, representing 80% of
the issued and outstanding capital stock of the Company on a fully diluted basis immediately after the Closing.
Thoth delivered to the Company interim unaudited
financial statements for the period ended September 30, 2025.
The information set forth in Item 1.01 and Item
2.01 above regarding the issuance of 16,597,353 shares of Common Stock to the Selling Shareholder is incorporated herein by reference.
The shares of Common Stock issued to the Selling
Shareholder were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued
in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving
a public offering. The Selling Shareholder represented that it was acquiring the shares for investment purposes and not with a view to
distribution.
On March 3, 2026, as a result of the issuance
of 16,597,353 shares of Common Stock to the Selling Shareholder pursuant to the Agreement described in Item 1.01 above, and the sale of
1,000 shares of the Company’s Series B Preferred Stock by Mark W. Porter to the Selling Shareholder, a change in control of the Company
occurred. Following the Closing, the Selling Shareholder holds 80% of the issued and outstanding capital stock of the Company on a fully
diluted basis and 1,000 shares of Series B Preferred Stock.
The Selling Shareholder’s business address is
3 Columbus Circle, Floor 15, New York, NY 10019.
Effective March 3, 2026, in connection with the
transactions described in Item 1.01 above, Mark W. Porter resigned from all officer and director positions held with the Company.
Dennis M. O’Leary, age 62, was appointed as the
Company’s Chief Executive Officer and as a director of the Company effective March 3, 2026. Mr. O’Leary is the sole shareholder of Thoth
and served as Chief Executive Officer of Thoth prior to the acquisition by the Company.
Mr. O’Leary is a serial entrepreneur with significant
international experience having founded Sulu Electric Power and Light Corp (Philippines), a firm with expertise in utility scale power
generation and solar energy. In 2010, Mr. O’Leary co-founded DarkPulse Technologies Inc., a wholly-owned subsidiary of DarkPulse, Inc.,
which is developing specialized devices that monitor activities along national borders and provide structural health and safety monitoring
of oil and gas pipelines. He holds extensive start-up experience including multiple exit strategies.
Mr. O’Leary currently serves as Chairman of the
Board, Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer of DarkPulse, Inc., a position he has held
since April 2018. Mr. O’Leary is an Ambassador for the Province of New Brunswick, Canada, and a Research Member of the NATO Science and
Technology Organization. He has served as a member of the Board at Arizona State University’s School of Engineering, Global Resolve as
Chair of the Impact Committee.
His previous employment includes the NYPD where
he worked as a member of the Manhattan North Tactical Narcotics Team, which prosecuted establishments involved in the illegal distribution
of narcotics. He was a member of a joint taskforce working with the DEA and USINS in the execution of warrants related to narcotics trafficking.
While at the NYPD, he was assigned to the Department of Justice as a member of the FBI’s investigative team with internal designation
C14. He is a licensed private pilot with turbine experience.
Mr. O’Leary was selected to serve as a director
of the Company due to his extensive experience as a chief executive officer and entrepreneur in technology and infrastructure industries.
There are no family relationships between Mr.
O’Leary and any director or executive officer of the Company. There are no arrangements or understandings between Mr. O’Leary and any
other person pursuant to which Mr. O’Leary was appointed as an officer or director of the Company, other than as described in Item 1.01
above. There are no transactions between Mr. O’Leary and the Company that would be reportable under Item 404(a) of Regulation S-K.
*Schedules and exhibits have been omitted pursuant
to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and
exhibits upon request by the U.S. Securities and Exchange Commission
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.
Exhibit 99.1
GLOBAL SETTLEMENT AND MUTUAL RELEASE AGREEMENT
This Global Settlement and Mutual Release Agreement
(this "Agreement") is entered into as of March 3, 2026 (the "Effective Date"), by and among: High Wire
Networks, Inc., a Nevada corporation (the "Company"); Thoth Aerospace Inc., a New York corporation ("Thoth");
Dennis O'Leary, individually and as the sole shareholder of Thoth ("O'Leary"); and Mark W. Porter, an individual ("Porter").
The Company, Thoth, O'Leary, and Porter are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. Public Company Status. The
Company is a publicly traded company with securities quoted on the OTC Markets, subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Securities and Exchange Commission
(the "SEC").
B. Porter's Role. Porter
is the current Chief Executive Officer and a director of the Company and has previously provided services to the Company as an officer,
director, and consultant since approximately 2019.
C. Related Party Transactions. The
Company previously issued to Porter certain promissory notes and amendments thereto, which constitute related party transactions that
have been or will be disclosed in the Company's public filings, including without limitation:
| |
1. |
That certain Unsecured Promissory Note dated December 6, 2023 in the original
principal amount of $165,000 (including OID) (the "December 2023 Note"); |
| |
2. |
Amendment One to Unsecured Promissory Note dated June 28, 2024 increasing
the principal balance and extending the maturity (the "2024 Amendment"); |
| |
3. |
That certain Promissory Note dated June 1, 2021, as amended June 28, 2024
(the "2021 Note"); and |
| |
4. |
Any and all other notes, amendments, side letters, security agreements,
pledges, guarantees, or related instruments between Porter and the Company (collectively, the "Notes"). |
D. Claimed Amounts. Porter
has asserted that the Company owes him amounts for accrued and unpaid compensation, reimbursable expenses, interest (including default
interest), penalties, and other amounts under or related to the Notes and his service to the Company. As of the date hereof, Porter claims
the aggregate amount owed is approximately $804,345, consisting of: (i) principal under the Notes: $265,000; (ii) accrued interest: $203,964;
(iii) unpaid compensation: (iv) $335,382; reimbursable expenses: $0; and (v) other claimed amounts: $0 (collectively, the "Claimed
Amounts").
E. Change of Control Transaction. The
Parties are concurrently entering into that certain Securities Exchange Agreement dated as of March 3, 2026 (the "SEA"),
pursuant to which Thoth will acquire control of the Company through a share exchange. The SEA constitutes a "change of control"
transaction for purposes of the Company's public disclosures.
F. Settlement Intent. As
a condition to proceeding to closing under the SEA, the Parties desire to fully and finally compromise and settle all Claimed Amounts
and any other claims Porter may have against the Company, Thoth, or O'Leary, to provide certainty to all parties and to facilitate the
orderly transition of control of the Company.
G. Disputed Claims. The
Company disputes the amount and validity of the Claimed Amounts and disputes that Porter is entitled to any amounts beyond those set forth
in this Agreement. This Agreement represents a compromise of disputed claims to avoid the costs, uncertainties, and management distraction
of litigation.
NOW, THEREFORE, in consideration of the
mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
1. SETTLEMENT AMOUNT
1.1 Global Settlement
In full and final settlement of: all amounts owed
or claimed to be owed under the Notes (including principal, OID, accrued interest, guaranteed interest, default interest, penalties, amendments,
or any 50% penalty increase), all accrued or unpaid salary, bonuses, consulting fees, severance, or other compensation, all reimbursable
expenses, any related-party indebtedness, and any other claim of any kind arising from Porter's relationship with the Company (whether
as officer, director, consultant, creditor, or otherwise), the Company shall pay to Porter the total aggregate sum of One Hundred
Fifty Thousand Dollars ($150,000.00) (the "Settlement Amount").
1.2 Payment Terms
The Settlement Amount shall be paid as follows:
(a) ELOC-Based Installment Payments:
The entire Settlement Amount of $150,000 shall be paid as follows:
| (i) | ELOC Transaction: The parties acknowledge that the Company
intends to enter into a registered equity line of credit transaction (the "ELOC") with an institutional investor following
Closing. Each drawdown or put notice under the ELOC is referred to herein as a "Put Order." |
| (ii) | Payment Amount: Within five (5) business days following
the Company's receipt of gross proceeds from each Put Order under the ELOC, the Company shall pay Porter an amount equal to five percent
(5%) of the gross proceeds received from such Put Order, until the Settlement Amount is paid in full. |
| (iii) | First Payment Timing: The first payment to Porter shall
be made within five (5) business days following the Company's receipt of proceeds from the first Put Order under the ELOC following the
Closing Date. |
| (iv) | Additional Payments: The Company may, but shall have no
obligation to, make additional payments toward the Settlement Amount at any time and in any amount from any source of funds, in the Company's
sole and absolute discretion. |
| (v) | No Fixed Payment Deadline: Porter acknowledges and agrees
that the timing and amount of payments under this Section 1.2 are contingent upon the Company's receipt of proceeds from Put Orders under
the ELOC, and that there is no fixed date by which the Settlement Amount must be paid in full. |
(b) Payment Method: All payments shall
be made by wire transfer or check to an account designated by Porter in writing.
(c) No Interest: The Settlement Amount
shall not bear interest so long as payments are timely made following each Put Order as required by subsection (a)(ii). If the Company
fails to make payment within the timeframes specified in subsection (a)(ii) following receipt of proceeds from a Put Order, interest shall
accrue on the specific payment amount that should have been made from such Put Order at the rate specified in Section 9.1(c).
(d) Notice of Put Orders: Within two
(2) business days following receipt of proceeds from each Put Order, the Company shall provide Porter with written notice confirming:
(i) the date and amount of proceeds received; (ii) the amount due to Porter (5% of gross proceeds); and (iii) the expected payment date.
1.3 Accounting and Tax Treatment
a. Company Accounting. The Company
acknowledges that: the Settlement Amount represents a compromise of the Claimed Amounts; the Company will record the Settlement Amount
in accordance with Generally Accepted Accounting Principles (GAAP); the Company may recognize a gain or loss on extinguishment of debt
to the extent the Settlement Amount differs from the carrying value of the Notes and other obligations on its books; and the Company will
make all appropriate disclosures in its periodic reports filed with the SEC.
b. Tax Reporting.
| (i) | The Company shall issue such tax forms (including Form 1099-MISC or other applicable forms) as may be
required by law. |
| (ii) | Porter acknowledges sole responsibility for all tax consequences arising from the Settlement Amount. |
| (iii) | To the extent any portion of the Settlement Amount constitutes cancellation of indebtedness income, Porter
acknowledges he may receive a Form 1099-C. |
1.4 No Other Consideration
Porter acknowledges that the Settlement Amount
is the sole consideration for this Agreement and that Porter is not entitled to and shall not receive: any equity securities of the Company
or Thoth; any warrants, options, or other equity-based compensation; any participation in the economic benefits of the SEA or the change
of control transaction; any future employment, consulting, or board position; and any other consideration not expressly set forth herein.
2. FULL SATISFACTION; CANCELLATION OF NOTES
2.1 Cancellation
Upon execution of this Agreement (regardless of
whether any payments have been made): all Notes are deemed satisfied, cancelled, and extinguished in full, regardless of their original
principal amount, accrued interest, or other terms; Porter shall mark each original Note "Cancelled" and deliver copies to the
Company within five (5) business days; any security agreements, pledges, or UCC filings related to the Notes shall be terminated, and
the Company may file UCC-3 termination statements, which Porter agrees to authorize; and Porter shall deliver to the Company all originals
and copies of the Notes and all related documents in his possession.
2.2 No Remaining Indebtedness
Porter acknowledges and agrees that: the Settlement
Amount represents full satisfaction of all indebtedness, obligations, and liabilities of the Company to Porter; no additional sums are
owed under any theory of law or equity; no further interest, penalties, or fees shall accrue; and the Company shall have no further obligations
to Porter except as expressly set forth in this Agreement.
2.3 Financial Statement Impact
The Parties acknowledge that: as of September
30, 2025, the Company's financial statements reflected accrued payroll of $335,381.50 and notes payable to Porter of $468,963.90; following
execution of this Agreement, the Company will adjust its financial statements to reflect the Settlement Amount and the cancellation of
the Notes; and such adjustments will be made in accordance with GAAP and disclosed in the Company's SEC filings as appropriate.
3. RELEASE OF CLAIMS BY PORTER
3.1 General Release
Effective immediately upon Closing of the SEA,
Porter, on behalf of himself and his heirs, executors, administrators, successors, and assigns, hereby irrevocably and unconditionally
releases and forever discharges: the Company; Thoth; O'Leary; and their respective predecessors, successors, assigns, subsidiaries, parents,
affiliates, related entities, officers, directors, managers, members, shareholders, employees, agents, representatives, attorneys, insurers,
and all persons acting by, through, under, or in concert with them (collectively, the "Released Parties") from any and
all claims, demands, liabilities, causes of action, damages, debts, suits, obligations, promises, agreements, controversies, costs, expenses,
attorneys' fees, and other losses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, asserted or unasserted,
fixed or contingent, arising on or before the Effective Date, including without limitation: claims under the Notes or any other debt instruments;
(claims for compensation, salary, bonuses, commissions, fees, or other remuneration; claims for reimbursement of expenses; claims as a
shareholder, creditor, officer, director, or consultant; claims for breach of contract (express or implied); claims for breach of fiduciary
duty; claims for fraud, misrepresentation, or concealment; claims for wrongful termination or employment-related claims; claims under
federal or state securities laws; claims under any federal, state, or local employment, labor, wage and hour, discrimination, or other
statutory or regulatory provisions; claims for tortious conduct of any kind; claims for indemnification, contribution, or advancement
of expenses; claims for attorneys' fees, costs, or expenses.
3.2 Unknown Claims Waiver
Porter expressly acknowledges that he is familiar
with principles of law such as Section 1542 of the California Civil Code, which provides:
"A general release does not extend to
claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release
and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Porter expressly waives and relinquishes any rights
and benefits he may have under Section 1542 of the California Civil Code or any similar statute or common law principle of any jurisdiction
with respect to the release granted herein. Porter acknowledges that he may hereafter discover facts different from or in addition to
those he now knows or believes to be true with respect to the claims released herein, and agrees that this release shall be and remain
effective in all respects notwithstanding such different or additional facts.
3.2 Specific Securities Law Matters
Without limiting the generality of the foregoing,
Porter specifically releases any and all claims: under Section 10(b) of the Exchange Act and Rule 10b-5; under state securities or "blue
sky" laws; relating to any disclosures or non-disclosures in the Company's SEC filings; relating to the valuation, pricing, or terms
of any securities of the Company; relating to any alleged breach of disclosure obligations under federal or state securities laws; as
a shareholder derivatively on behalf of the Company (and Porter agrees not to object to any dismissal of such claims for lack of standing).
3.3 Resignation as Officer and Director
Effective upon Closing under the SEA (or such
earlier date as the Company may request), Porter hereby irrevocably resigns from all positions as an officer and director of the Company
and any of its subsidiaries or affiliates, and acknowledges that: such resignation is voluntary and for good and valuable consideration;
Porter has no claim for wrongful termination or breach of any employment agreement; Porter waives any rights to severance, change of control
payments, or other termination-related benefits; and Porter shall execute such further documentation as reasonably requested to effectuate
such resignations.
4. COVENANT NOT TO SUE
4.1 No Legal Proceedings
Porter covenants and agrees that he shall not:
file, commence, or pursue any lawsuit, arbitration, administrative proceeding, or other legal action; assist, encourage, or cooperate
with any third party in asserting any claim; solicit or encourage any regulatory investigation or action relating to any matter released
herein against any of the Released Parties.
4.2 Dismissal of Pending Actions
Porter represents that there are currently no
pending lawsuits, arbitrations, administrative proceedings, or other legal actions by Porter against any Released Party. If any such action
exists or is hereafter discovered, Porter shall immediately dismiss such action with prejudice and bear all costs associated with such
dismissal.
5. MUTUAL RELEASE BY COMPANY
5.1 Company Release
Effective upon Closing of the SEA, the Company,
on behalf of itself and its successors and assigns, hereby releases Porter from any and all claims arising prior to Closing, except:
claims for fraud, intentional misrepresentation, or willful misconduct; claims for breach of fiduciary duty involving self-dealing or
usurpation of corporate opportunities; claims for criminal conduct; claims arising from Porter's breach of this Agreement; claims for
indemnification by the Company against Porter pursuant to applicable law or the Company's governing documents arising from third-party
claims; and claims that cannot be released as a matter of law or public policy.
5.2 Thoth and O'Leary Release
Effective upon Closing, Thoth and O'Leary release
Porter from any claims arising prior to Closing, subject to the same exceptions set forth in Section 5.1.
6. CONDITION PRECEDENT
6.1 Effectiveness
This Agreement shall become fully effective only
upon Closing under the SEA. "Closing" means the completion of all transactions contemplated by the SEA, including the transfer
of control of the Company to Thoth.
6.2 Termination of SEA
If the SEA is terminated prior to Closing for
any reason: this Agreement shall automatically terminate and be of no further force or effect; the Parties shall revert to their respective
positions as they existed immediately prior to execution of this Agreement; no waiver of any rights shall be implied; the Notes and all
other obligations shall remain in full force and effect; and no Party shall have any claims against any other Party based on this Agreement
or its termination.
7. REPRESENTATIONS AND WARRANTIES
7.1 Porter's Representations
Porter represents and warrants to the Company,
Thoth, and O'Leary as follows:
a. Ownership and Authority. Porter:
is the sole legal and beneficial owner of the Notes and all claims released herein; has not sold, assigned, pledged, encumbered, or transferred
any interest in the Notes or claims; has full power and authority to enter into this Agreement and to grant the releases herein; and is
not subject to any bankruptcy, insolvency, or similar proceedings.
b. No Pending Litigation. Porter has
not filed or threatened any lawsuit, arbitration, administrative proceeding, complaint with any regulatory agency, or other legal action
against any Released Party.
c. No Other Claims. Except for the
Claimed Amounts, Porter has no other claims of any kind against the Company, Thoth, O'Leary, or any other Released Party.
d. Voluntary Agreement. Porter: has
carefully read and fully understands this Agreement; has been advised to consult with legal, tax, and financial advisors; has had adequate
time and opportunity to consult with such advisors; is entering into this Agreement voluntarily and not under duress or coercion; and
understands that this Agreement includes a release of unknown claims.
e. Securities Matters. Porter: has
complied with all applicable securities laws in connection with his acquisition, holding, and disposition of any securities of the Company;
has made all required disclosures in Schedule 13D, 13G, Form 4, or other SEC filings; has no claims under federal or state securities
laws against any Released Party; and will comply with all future disclosure obligations regarding this Agreement.
f. Return of Company Property. Porter
has returned or will return within five (5) business days all Company property, including without limitation: documents, records, files,
and data (in any form); electronic devices, passwords, and access credentials; credit cards and keys; and any confidential or proprietary
information.
g. Compliance with Law. Porter has
complied with all applicable laws in his capacity as officer, director, and creditor of the Company, and is not aware of any violations
of law by the Company that have not been disclosed to Thoth.
7.2 Company Representations
The Company represents and warrants to Porter
as follows:
a. Organization and Authority. The
Company: is a corporation duly organized, validly existing, and in good standing under the laws of Nevada; has all requisite corporate
power and authority to enter into this Agreement; has obtained all necessary corporate approvals; and is not in violation of any law,
regulation, court order, or contractual obligation by entering into this Agreement.
b. SEC Reporting Status. The Company:
is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; has timely filed all required reports with the SEC;
and will disclose this Agreement and the transactions contemplated hereby in accordance with SEC rules and regulations, including as an
exhibit to a Current Report on Form 8-K.
c. Financial Condition. (i) the Company's
most recent financial statements filed with the SEC fairly present the financial condition of the Company as of their date in accordance
with GAAP; (ii) since the date of such financial statements, there has been no material adverse change in the Company's business, operations,
or financial condition; and (iii) the Company is actively pursuing an ELOC transaction and intends to use commercially reasonable efforts
to complete such transaction following Closing, although the Company makes no representation or warranty regarding the timing or amounts
that may be raised through any ELOC transaction.
d. Litigation. Except as disclosed
in the Company's public filings, there is no pending or, to the Company's knowledge, threatened litigation, investigation, or proceeding
against the Company that would materially impair its ability to perform its obligations under this Agreement.
e. Change of Control. The Company
acknowledges that Closing under the SEA will constitute a "change of control".
7.3 Thoth and O'Leary Representations
Thoth and O'Leary each represent and warrant:
Thoth is duly organized and validly existing under the laws of New York; each has full authority to enter into this Agreement; and this
Agreement has been duly authorized, executed, and delivered and constitutes a legal, valid, and binding obligation.
7.4 Mutual Representations
Each Party represents that: this Agreement constitutes
the legal, valid, and binding obligation of such Party, enforceable in accordance with its terms; no consent, approval, or authorization
of any governmental authority or third party is required for such Party's execution of this Agreement; and the execution and performance
of this Agreement does not violate any law, regulation, order, or agreement to which such Party is subject.
8. PUBLIC DISCLOSURE AND CONFIDENTIALITY
8.1 Required Disclosure
The Parties acknowledge and agree that:
a. SEC Filings. This Agreement and
the transactions contemplated hereby constitute material events that must be disclosed in the Company's public filings, including:
Current
Report on Form 8-K within four (4) business days after the Effective Date; Quarterly Reports on Form 10-Q; and Annual Reports on Form
10-K.
b. Public Filing of
Agreement. This Agreement will be filed as an exhibit to the Company's SEC filings and will become part of the public
record. Porter expressly consents to such filing and public disclosure.
c. No Redaction. The Parties agree
that no portion of this Agreement requires redaction in public filings.
8.2 Press Releases and Public Statements
| (i) | Any press release or public statement regarding this Agreement or the transactions contemplated hereby
shall be subject to mutual approval by the Company and Porter, not to be unreasonably withheld. |
| | | |
| (ii) | Notwithstanding the foregoing, the Company may make such disclosures as are required by law, regulation,
or stock exchange rules, provided that the Company shall provide Porter with advance notice of such disclosure to the extent practicable. |
8.3 Confidentiality of Terms
Except as required by law or this Section 8: Porter
shall keep the terms of this Agreement confidential and shall not disclose them to any third party except his attorneys, accountants,
tax advisors, and immediate family members, who shall also be bound by confidentiality; Porter shall not make any disparaging or negative
statements about the Company, Thoth, O'Leary, or the transactions contemplated by this Agreement or the SEA; and the Company and Thoth
shall not make any disparaging or negative statements about Porter.
8.4 Regulatory Inquiries
Nothing in this Agreement prohibits or restricts
any Party from: responding to inquiries from the SEC, FINRA, or other regulatory authorities; filing a complaint with or cooperating with
the SEC, FINRA, or other regulatory or law enforcement authorities; receiving any whistleblower award or bounty; and providing truthful
testimony pursuant to subpoena or court order.
9. DEFAULT AND REMEDIES
9.1 Default
(a) Definition of Default: A default
under this Agreement shall occur only if the Company fails to make any payment required under Section 1.2(a)(ii) within the specified
timeframe following the Company's actual receipt of proceeds from a Put Order under the ELOC.
(b) Notice and Cure: Porter shall
provide the Company with written notice specifying the default (including the specific Put Order and amount not paid) and providing ten
(10) business days to cure the default.
(c) Interest on Late Payments: Upon
uncured default, the specific payment amount that was due shall bear interest at the rate of [8]% per annum from the date such
payment was due until paid.
(d) Limited Remedy: Porter's sole
remedy for default shall be:
| (i) | Recovery of the unpaid payment amount that was due from the specific
Put Order(s) plus interest at the rate specified in subsection (c) from the date of default; and |
| (ii) | Reasonable attorneys' fees and costs incurred in enforcing this
Agreement with respect to such specific default. |
(e) No Acceleration: Porter acknowledges
and agrees that:
| (i) | The failure of the Company to receive proceeds from Put Orders
under the ELOC, or the failure of the Company to enter into an ELOC transaction, shall not constitute a default under this Agreement; |
| (ii) | Porter shall have no right to accelerate the unpaid balance of
the Settlement Amount; |
| (iii) | Porter's right to payment is limited to receiving five percent
(5%) of the gross proceeds from each Put Order when and if such proceeds are received by the Company; and |
| (iv) | Porter shall have no right to compel the Company to enter into
an ELOC transaction or to execute any specific Put Order under an ELOC. |
(f) No Reinstatement: Under no circumstances
shall any default reinstate the Notes, the Claimed Amounts, or any other obligations that have been released pursuant to this Agreement.
Porter's maximum recovery in any circumstance shall be limited to the unpaid portion of the Settlement Amount plus interest and attorneys'
fees as provided above, and only to the extent payments should have been made from actual Put Order proceeds received by the Company
9.2 Specific Performance
The Parties agree that the releases and covenants
contained in this Agreement are unique and that monetary damages would be inadequate to compensate for breach. Accordingly, each Party
shall be entitled to specific performance and injunctive relief to enforce this Agreement, without the need to post bond.
9.3 Attorneys' Fees
In any action to enforce this Agreement, the prevailing
Party shall be entitled to recover its reasonable attorneys' fees and costs.
10. NO ADMISSION OF LIABILITY
10.1 Compromise of Disputed Claims
This Agreement is a compromise of disputed claims.
Nothing in this Agreement shall be construed as an admission by any Party of: liability of any kind; the validity or amount of any claim;
any wrongdoing or violation of law; and any breach of any duty or obligation.
10.2 Inadmissibility
This Agreement and any negotiations relating hereto
shall not be admissible in any proceeding except: to enforce the terms of this Agreement; as required by SEC rules or other legal or regulatory
requirements; and as required in connection with any tax audit or proceeding.
11. INDEMNIFICATION
11.1 Porter's Indemnity
Porter shall indemnify, defend, and hold harmless
the Released Parties from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees)
arising from or related to: any breach of Porter's representations, warranties, or covenants herein; any claim by any third party claiming
through or under Porter with respect to any released claims; and ny taxes for which Porter is responsible under Section 1.3.
11.2 Company's Indemnity
The Company shall indemnify, defend, and hold
harmless Porter from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising
from or related to: any breach of the Company's representations, warranties, or covenants herein; any claim by any third party claiming
through or under the Company with respect to any released claims; and any failure by the Company to properly withhold taxes as required
by law.
11.3 Survival
The indemnification obligations under this Section
11 shall survive the termination of this Agreement and shall remain in effect indefinitely.
12. MISCELLANEOUS
12.1 Governing Law and Venue
This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to its conflicts of law principles.
The Parties hereby irrevocably consent to the
exclusive jurisdiction of the state and federal courts located in Phoenix, Arizona for any action arising out of or relating to this Agreement,
and waive any objection to venue or inconvenient forum.
12.2 Entire Agreement
This Agreement, together with the SEA, constitutes
the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings,
negotiations, and discussions, whether oral or written, relating to the Claimed Amounts and the matters addressed herein, including without
limitation: the Notes and all amendments thereto; any employment agreements, consulting agreements, or compensation arrangements; and
any prior settlement discussions or term sheets.
12.3 Amendment
This Agreement may be amended or modified only
by a written instrument executed by all Parties. No oral modification or waiver shall be effective.
12.4 Waiver
No waiver of any provision of this Agreement shall
be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No waiver shall constitute a
continuing waiver or a waiver of any other provision.
12.5 Severability
If any provision of this Agreement is held to
be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The Parties agree to negotiate
in good faith to replace any invalid provision with a valid provision that achieves, to the extent possible, the economic, business, and
other purposes of the invalid provision.
12.6 Counterparts and Electronic Signatures
This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution
by electronic signature (including PDF or DocuSign) shall have the same force and effect as execution of an original.
12.7 Notices
All notices under this Agreement shall be in writing
and delivered by: personal delivery; overnight courier (FedEx, UPS, etc.); email (with confirmation of receipt); or certified mail, return
receipt requested. Notices shall be addressed to the Parties at the addresses set forth on the signature pages, or such other address
as a Party may designate by notice to the other Parties.
12.8 Further Assurances
Each Party agrees to execute and deliver such
additional documents and instruments and to take such further actions as may be reasonably necessary or desirable to carry out the provisions
of this Agreement and the transactions contemplated hereby.
12.8 Construction
This Agreement: shall be construed as a whole
and in accordance with its fair meaning; shall not be construed more strictly against any Party regardless of which Party drafted any
provision; headings are for convenience only and do not affect interpretation; "including" means "including without limitation";
references to days mean calendar days unless otherwise specified; and references to Sections are to Sections of this Agreement unless
otherwise specified.
12.10 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the
Parties and their respective successors and assigns. Nothing in this Agreement shall create any rights in any third party except for the
Released Parties (who are intended third-party beneficiaries of the releases granted herein).
12.11 Assignment
Porter may not assign this Agreement or any rights
hereunder without the prior written consent of the Company and Thoth. The Company may assign this Agreement to Thoth or any successor
in connection with the SEA. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors
and permitted assigns.
12.12 Expenses
Each Party shall bear its own expenses (including
attorneys' fees and accounting fees) incurred in connection with the negotiation, preparation, execution, and performance of this Agreement,
except as otherwise provided in Section 9.3.
12.13 Advice of Counsel
Each Party: acknowledges that it has been advised
to consult with independent legal counsel; has had adequate opportunity to consult with counsel of its choice; fully understands the terms
and legal effects of this Agreement; and is entering into this Agreement voluntarily and with full knowledge of its significance.
13. SPECIAL PROVISIONS FOR PUBLIC COMPANY COMPLIANCE
If Porter is subject to Section 16 of the Exchange
Act: Porter shall timely file all required Forms 3, 4, and 5 reporting any changes in beneficial ownership; Porter acknowledges that this
Agreement and the cancellation of the Notes may constitute reportable transactions; and the Company agrees to cooperate in providing information
necessary for Porter's Section 16 filings.
| 13.2 | Sarbanes-Oxley Compliance |
The Parties acknowledge that: this Agreement may
affect the Company's disclosure controls and procedures; the Company's management will assess the impact of this Agreement on its internal
controls over financial reporting; and this settlement and debt extinguishment will be properly reflected in the Company's financial statements
and disclosed in management's discussion and analysis.
13.3 Related Party Transaction Policies
The Company represents that this Agreement and
the settlement of the Notes have been approved by the Board of Directors in accordance with the Company's related party transaction policy.
[Signature Page to Follow]
IN WITNESS WHEREOF, the Parties have executed this Agreement as
of the Effective Date.
HIGH WIRE NETWORKS, INC.
By: /s/ Mark Porter__________________________
Name: Mark Porter
Title: Chief Executive Officer
Address for Notices:
30 North Lincoln Street
Batavia, Illinois, 60510
Email: mporter@vigilaigent.com
THOTH AEROSPACE INC.
By: /s/ Dennis O’Leary________________________
Name: Dennis O’Leary
Title: Chief Executive Officer
Address for Notices:
3 Columbus Circle, Floor 15
New York, NY 10019
Email: dennismoleary@gmail.com
DENNIS O'LEARY
/s/ Dennis O’Leary___________________________
Dennis O'Leary
Address for Notices:
3 Columbus Circle, Floor 15
New York, NY 10019
Email: dennismoleary@gmail.com
MARK W. PORTER
/s/ Mark W. Porter___________________________
Mark W. Porter
Address for Notices:
30 North Lincoln Street
Batavia, Illinois, 60510
Email: mporter@vigilaigent.com
EXHIBITS
Exhibit A: Schedule of Notes [detailed listing with original
amounts, dates, current claimed balances]
Exhibit B: Form of Cancellation of Note
Exhibit C: Wire Transfer Instructions
