Super G Loan Agreement

On February 27, 2018, Spectrum Global Solutions, Inc., a Nevada corporation (the “Company”), and its subsidiaries entered into a Business Loan and Security Agreement (the “Super G Loan Agreement”) with Super G Capital, LLC, a Delaware limited liability company (“Super G”), as lender and received a term loan from Super G in an amount equal to $1,150,000, a portion of the proceeds of which were used to fund the Acquisition (as defined below).

Borrowings under the Super G Loan Agreement are to be repaid in semi-monthly installments (including interest) of $43,125 for 36 months starting on March 16, 2018, for total payments of $1,552,500. The total interest charge is expected to total $402,500. The obligations of the Company under the Super G Loan Agreement are secured by a lien on substantially all of the assets of the Company and its subsidiaries, including accounts receivable, intellectual property, equipment and other personal property. The Super G Loan Agreement contains certain restrictions and covenants and requires the Company to comply with certain financial covenants, including maintaining unrestricted cash and minimum levels of revenue and adjusted EBITDA.

The Super G Loan Agreement contains customary events of default, including failure to pay any principal or interest when due, failure to perform or observe covenants, breaches of representations and warranties, certain cross defaults, certain bankruptcy related events, monetary judgments defaults and failure to own 100% of the Company’s subsidiaries. Upon the occurrence of an event of default, the outstanding obligations may be accelerated and become immediately due and payable.

Prestige Purchase and Sale Agreement

On February 27, 2018, a subsidiary of the Company, ADEX Corporation, a New York corporation (“ADEX”) entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Prestige Capital Corporation (“Prestige”) pursuant to which ADEX agreed to sell and assign and Prestige agreed to buy and accept, certain accounts receivable owing to ADEX (“Accounts”). Under the terms of the Purchase and Sale Agreement, upon the receipt and acceptance of each assignment of Accounts, Prestige will pay ADEX eighty percent (80%) of the face value of the assigned Accounts, up to a maximum total borrowings of $5,000,000 outstanding at any point in time. ADEX additionally granted Prestige a continuing security interest in and lien upon all accounts receivable, inventory, fixed assets, general intangibles and other assets.

Acquisition of Remainder of AW Solutions Business

On February 14, 2018, the Company entered into an agreement (the “Bill of Sale”) with InterCloud Systems, Inc., a Delaware corporation (“InterCloud”) providing for the sale, transfer, conveyance and delivery to the Company of the remaining 19.9% of the assets associated with InterCloud’s “AW Solutions” business not already purchased by the Company (collectively, the “Remaining Assets”), as previously disclosed in its Current Report on Form 8-K filed on April 25, 2017. As consideration for the Remaining Assets, the Company issued InterCloud a common stock purchase warrant (the “Warrant”) that entitles InterCloud to purchase a number of shares equal to four (4) percent of the number of shares of the Company’s common stock outstanding at the time of exercise at an exercise price of $0.006 per share. The Warrant has a three year term.

The foregoing summaries of the terms of the Super G Loan Agreement, the Purchase and Sale Agreement, the Bill of Sale and the Warrant do not purport to be complete and are qualified in their entirety by the agreements attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively, which are incorporated by reference herein.