THIRD AMENDMENT
Exhibit 10.25
THIRD AMENDMENT
EThis
Third Amendment (this “Amendment”) is made and
entered into as of November 26, 2021 by and among Charge
Enterprises, Inc., a Delaware
corporation (which was formerly known as GoIP Global, Inc.,
a Colorado corporation) (the “Company”)
and the purchasers signatory to the Purchase Agreement (as defined
below) (each a, “Purchaser” and
collectively, the “Purchasers”).
WHEREAS, pursuant to a Securities
Purchase Agreement, dated as of May 8, 2020 (as amended and in
effect from time to time, including any replacement agreement
therefor, the “Purchase Agreement”),
among the Company and the Purchasers, the Purchasers have extended
credit to the Company as evidenced by certain Original Issue
Discount Senior Secured Convertible Promissory Notes in the
aggregate principal amount of $3,000,000.00 issued by the Company
to the Purchasers, as amended on December 8, 2020 (together with
any notes issued in exchange therefor or replacement thereof, as
the same may be amended, supplemented, restated or otherwise
modified from time to time, the “Notes”);
WHEREAS, in connection with the issuance
of the Notes, the Purchasers were issued two-year warrants to
purchase an aggregate of 7,600,000 shares of the Company’s
common stock (together with any warrants issued in exchange
therefor or replacement thereof, as the same may be amended,
supplemented, restated or otherwise modified from time to time, the
“Warrants”);
WHEREAS, on December 8, 2020, the
Company and the Purchaser entered into an amendment to the Notes
pursuant to which the obligations under the Notes were extended
such that the Notes were now due and payable on May 8, 2022 (the
“Maturity
Date”);
WHEREAS, the Company and the Purchasers
desire to amend the (i) Note to extend the Maturity Date of the
Notes for an additional one (1) year period such that the Notes
will become due and payable on May 8, 2023 and (ii) Warrant to
extend the termination date of the Warrants for an additional one
(1) year period such that the Warrants will be exercisable until on
or prior to the close of business at 5:00 p.m. (New York City time)
on May 8, 2023 (the “Termination
Date”).
NOW, THEREFORE, in consideration of the
mutual agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions;
Transaction Documents. Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the
Purchase Agreement, the Notes and the Warrants. This Amendment
shall constitute a Transaction Document for all purposes of the
Purchase Agreement, the Notes, the Warrants and the other
Transaction Documents.
2. Extension of
Maturity Date of the Notes. The reference in the
introductory paragraph of the Notes to May 8, 2022 as the
“Maturity Date” is hereby amended such that the
Maturity Date of the Notes shall be May 8, 2023.
3. Extension of
Termination Date of the Warrants. The reference in the
introductory paragraph of the Warrants to May 8, 2022 as the
“Termination Date” is hereby amended such that the
Termination Date of the Warrants shall be May 8, 2023.
4. Not a
Novation. This Agreement is a modification only and not a
novation. This Agreement is to be considered attached to the Notes
and Warrants and made a part thereof.
5. Conditions to
Effectiveness. This Amendment shall become effective upon
receipt by the Company and the Purchasers of counterpart signatures
to this Amendment duly executed and delivered by the Company and
the Purchasers.
6. No Implied
Amendment or Waiver. Except as expressly set forth in this
Amendment, this Amendment shall not, by implication or otherwise,
limit, impair, constitute a waiver of or otherwise affect any
rights or remedies of the Purchasers under the Purchase Agreement,
the Notes, the Warrants or the other Transaction Documents, or
alter, modify, amend or in any way affect any of the terms,
obligations or covenants contained in the Purchase Agreement, the
Notes, the Warrants or the other Transaction Documents, all of
which shall continue in full force and effect. Nothing in this
Amendment shall be construed to imply any willingness on the part
of the Purchasers to agree to or grant any similar or future
amendment, consent or waiver of any of the terms and conditions of
the Purchase Agreement, the Notes, the Warrants or the other
Transaction Documents.
7. Counterparts. This
Amendment may be executed by the parties hereto in several
counterparts, each of which shall be an original and all of which
shall constitute together but one and the same agreement. Delivery
of an executed counterpart of a signature page of this Amendment by
e-mail (e.g., “pdf” or “tiff”) or fax
transmission shall be effective as delivery of a manually executed
counterpart of this Amendment.
8. Governing
Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND TO BE PREPARED ENTIRELY WITHIN SUCH STATE,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
[Remainder of Page Intentionally Left
Blank.]
|
|
-1-
|
|
|
|
|
|
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the day and year first
above written.
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
MT. WHITNEY SECURITIES, LLC
ARENA ORIGINATION CO., LLC
ARENA SPECIAL OPPORTUNITIES FUND, LP
ARENA SPECIAL OPPORTUNITIES PARTNERS I, LP
as
Purchasers
|
|
|
|
By:
|
|
Name:
Xxxxxxxx Xxxxxx
|
|
Signature Page to
Third Amendment
|
