SUBORDINATION AGREEMENT
Exhibit 10.7
SUBORDINATION
AGREEMENT (this “Agreement”), dated as of
___________, 2020, among the purchasers signatory to the Securities
Purchase Agreement (as defined below) (together with its respective
successors and assigns, including, any future holder of Senior Debt
(as defined below), the “Senior Creditors”),
_________________ (collectively, the “Subordinated Creditors” and each,
individually, a “Subordinated
Creditor”), and GoIP Global, Inc., a Colorado
corporation (the “Company”).
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 “Securities Purchase Agreement”),
among the Company and the Senior Creditors, the Senior Creditors
has extended credit to the Company as evidenced by certain Senior
Secured Convertible Notes due May 8, 2021 in the aggregate
principal amount of $3,000,000.00 issued by the Company to the
Senior Creditors (together with any notes issued in exchange
therefor or replacement thereof or any additional investment made
by the Senior Creditors and as the same may be amended,
supplemented, restated or otherwise modified from time to time, the
“Senior Notes”);
and
WHEREAS, each
Subordinated Creditor has extended or agreed to extend credit to
the Company pursuant to certain promissory notes, dated on or about
the date hereof, issued by the Company in favor of such
Subordinated Creditor (as amended with the consent of the Senior
Creditors as provided herein and in effect from time to time,
collectively, the “Subordinated Agreements” and each,
individually, a “Subordinated
Agreement”); and
WHEREAS, in order
to induce the Senior Creditors to purchase Senior Notes and
otherwise extend credit to the Company pursuant to the Securities
Purchase Agreement, the Company and the Subordinated Creditors have
agreed to enter into this Agreement with and the Senior
Creditors.
NOW,
THEREFORE, in consideration of the foregoing, the mutual agreements
herein contained and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as
follows:
1. Definitions. Terms not otherwise
defined herein have the same respective meanings given to them in
the Securities Purchase Agreement. In addition, the following terms
shall have the following meanings:
“Senior Debt” shall mean all
principal, interest, fees, costs, enforcement expenses (including
legal fees and disbursements), collateral protection expenses and
other reimbursement or indemnity obligations created or evidenced
by the Securities Purchase Agreement, the Senior Notes or any of
the other Transaction Documents or any prior, concurrent, or
subsequent notes, instruments or agreements of indebtedness,
liabilities or obligations of any type or form whatsoever relating
thereto in favor of the Senior Creditors (including without
limitation, the Senior Creditors’ respective successors,
assigns and participants). Without limiting any term contained in
the immediately preceding sentence, Senior Debt shall expressly
include any and all interest accruing or out of pocket costs or
expenses incurred after the date of any filing by or against any
Credit Party of any petition under any Bankruptcy Law regardless of
whether the Senior Creditors’ claim therefor is allowed or
allowable in the case or proceeding relating thereto.
“Subordinated Debt” shall mean all
principal, interest, fees, costs, enforcement expenses (including
legal fees and disbursements), collateral protection expenses and
other reimbursement and indemnity obligations of the Company to
each Subordinated Creditor created or evidenced by the applicable
Subordinated Agreement or any prior, concurrent or subsequent
guaranty, notes, instruments or agreements of indebtedness,
liabilities or obligations of any type or form whatsoever relating
thereto executed and delivered by the Company in favor of such
Subordinated Creditor.
“Subordinated Documents” shall mean
collectively, the Subordinated Agreements and any and all other
guaranties and security interests, mortgages and other liens
directly or indirectly guarantying or securing any of the
Subordinated Debt, and any and all other documents or instruments
evidencing or further guarantying or securing directly or
indirectly any of the Subordinated Debt, whether now existing or
hereafter created, copies of which Subordinated Documents are
attached hereto as Exhibit
A.
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2. General. The Subordinated Debt and
any and all Subordinated Documents shall be and hereby are
subordinated and the Company is not permitted to pay, and no
Subordinated Creditor is permitted to receive, any payment on its
Subordinated Debt until the full and final payment in cash of the
Senior Debt, whether now or hereafter incurred or owed by the
Company. Notwithstanding the immediately preceding sentence, the
Company shall be permitted to pay, and each Subordinated Creditor
shall be permitted to receive,
3. Enforcement. No Subordinated Creditor
will take or omit to take any action or assert any claim with
respect to its Subordinated Debt or otherwise which is inconsistent
with the provisions of this Agreement. Without limiting the
foregoing, no Subordinated Creditor will assert, collect or enforce
its Subordinated Debt or any part thereof or take any action to
foreclose or realize upon its Subordinated Debt or any part thereof
or enforce any of its Subordinated Documents except to the extent
(but only to such extent) that the commencement of a legal action
may be required to toll the running of any applicable statute of
limitation. Until the Senior Debt has been finally paid in full in
cash, no Subordinated Creditor shall have any right of subrogation,
reimbursement, restitution, contribution or indemnity whatsoever
from any assets of the Company or any guarantor of or provider of
collateral security for the Senior Debt. Each Subordinated Creditor
further waives any and all rights with respect to
marshalling.
4. Payments Held in Trust. No
Subordinated Creditor will hold in trust and immediately pay over
to the Senior Creditors in the same form of payment received, with
appropriate endorsements, for application to the Senior Debt any
cash amount that the Company pays to such Subordinated Creditor
with respect to its Subordinated Debt, or as collateral for the
Senior Debt any other assets of the Company that such Subordinated
Creditor may receive with respect to its Subordinated Debt, except
with respect to payments expressly permitted pursuant to
Section 2. The Senior Creditors is irrevocably authorized to
supply any required endorsement or assignment which may have been
omitted.
5. Evidence of Subordination. The
Company and each Subordinated Creditor shall make appropriate
notations in their books to show the subordinate character of all
applicable Subordinated Debt which may now or hereafter be carried
on open account. Until the Senior Debt has been indefeasibly paid
in full, the Company shall not issue any instrument, security or
other writing evidencing any part of its Subordinated Debt except
as described in this Section 5 or at the request of and in the
manner requested by the Senior Creditors; and no Subordinated
Creditor shall subordinate any part of its Subordinated Debt except
to or in favor of the Senior Creditors.
6. Defense to Enforcement. If any
Subordinated Creditor, in contravention of the terms of this
Agreement, shall commence, prosecute or participate in any suit,
action or proceeding against the Company, then the Company may
interpose as a defense or plea the making of this Agreement, and
the Senior Creditors may intervene and interpose such defense or
plea in its name or in the name of the Company. If any Subordinated
Creditor, in contravention of the terms of this Agreement, shall
attempt to collect any of its Subordinated Debt or enforce any of
its Subordinated Documents, then the Senior Creditors or the
Company may, by virtue of this Agreement, restrain the enforcement
thereof in the name of the Senior Creditors or in the name of the
Company. If any Subordinated Creditor, in contravention of the
terms of this Agreement, obtains any cash or other assets of the
Company as a result of any administrative, legal or equitable
actions, or otherwise, such Subordinated Creditor agrees forthwith
to pay, deliver and assign to the Senior Creditors with appropriate
endorsements, any such cash for application to the Senior Debt and
any such other assets as collateral for the Senior
Debt.
7.
Bankruptcy, Etc.
(a)
Until all Senior Debt shall have been indefeasibly paid in full in
cash, no Subordinated Creditor will commence or join with any other
creditor or creditors of the Company in commencing any bankruptcy,
reorganization or insolvency proceedings against the
Company.
(b) At
any meeting of creditors of the Company or in the event of any case
or proceeding, voluntary or involuntary, for the distribution,
division or application of all or part of the assets of the Company
or the proceeds thereof, whether such case or proceeding be for the
liquidation, dissolution or winding up of the Company or its
businesses, a receivership, insolvency or bankruptcy case or
proceeding, an assignment for the benefit of creditors or a
proceeding by or against the Company for relief under any
bankruptcy law or any other law relating to the relief of debtors,
readjustment of indebtedness, reorganization, arrangement,
composition or extension or marshalling of assets or otherwise, the
Senior Creditors is hereby irrevocably authorized on behalf of each
Subordinated Creditor at any such meeting or in any such
proceeding:
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(i) to
enforce claims comprising the Subordinated Debt either in its own
name or in the name of such Subordinated Creditor, by proof of
debt, proof of claim, suit or otherwise;
(ii) to
receive or collect any cash or other assets of the Company
distributed, divided or applied by way of dividend or payment, or
any securities issued on account of any Subordinated Debt, and
apply such cash to or to hold such other assets or securities as
collateral for the Senior Debt, and to apply to the Senior Debt any
cash proceeds of any realization upon such other assets or
securities that the Senior Creditors elects to effect, until all of
the Senior Debt shall have been paid in full in cash, rendering to
such Subordinated Creditor any surplus to which such Subordinated
Creditor is then entitled;
(iii)
to vote claims comprising the Subordinated Debt, to accept or
reject any plan of partial or complete liquidation, reorganization,
arrangement, composition or extension; and
(iv) to
take generally any action in connection with any such meeting or
proceeding which such Subordinated Creditor might otherwise
take.
8.
Lien Subordination.
(a) The
Subordinated Debt shall be unsecured and the Company shall not
grant any Liens to secure any of the Subordinated Debt. To the
extent any Lien is ever granted, the Senior Debt, the Securities
Purchase Agreement and the other Transaction Documents and any and
all other documents and instruments evidencing or creating the
Senior Debt and all guaranties, mortgages, security agreements,
pledges and other collateral guarantying or securing the Senior
Debt or any part thereof shall be senior to the Subordinated Debt
and the Subordinated Documents irrespective of the time of the
execution, delivery or issuance of any thereof or the filing or
recording for perfection of any thereof or the filing of any
financing statement or continuation statement relating to any
thereof. Each Subordinated Creditor hereby agrees, upon request of
the Senior Creditors at any time and from time to time, to execute
such other documents or instruments as may be requested by the
Senior Creditors further to evidence of public record or otherwise
the senior priority of the Senior Debt as contemplated hereby. Each
Subordinated Creditor further agrees to maintain on its books and
records such notations as the Senior Creditors may reasonably
request to reflect the subordination contemplated hereby and to
perfect or preserve the rights of the Senior Creditors
hereunder.
(b)
Each Subordinated Creditor agrees that, within two (2) days
following the Senior Creditors’s written request therefor,
such Subordinated Creditor will execute, deliver and file any and
all such termination statements, mortgage discharges, lien releases
and other agreements and instruments as the Senior Creditors
reasonably deems necessary or appropriate in order to give effect
to the preceding sentence. Each Subordinated Creditor hereby
irrevocably appoints the Senior Creditors, and its successors and
assigns, and their respective officers, with full power of
substitution, the true and lawful attorney(s) of such Subordinated
Creditor for the purpose of effecting any such executions,
deliveries and filings if and to the extent that such Subordinated
Creditor shall have failed to perform such obligations pursuant to
the foregoing provisions of this Section 8(b) within such
period.
9. Senior Creditors’ Freedom of
Dealing. Each Subordinated Creditor agrees, with respect to
the Senior Debt and any and all collateral therefor or guaranties
thereof, that the Company and the Senior Creditors, as applicable,
may agree to increase the amount of the Senior Debt or otherwise
modify, in any respect whatsoever, the terms of any of the Senior
Debt, and the Senior Creditors may grant extensions of the time of
payment or performance to and make compromises, including releases
of collateral or guaranties, and settlements with the Company and
all other Persons, in each case without the consent of such
Subordinated Creditor or the Company and without affecting the
agreements of such Subordinated Creditor or the Company contained
in this Agreement; provided, however, that nothing contained in
this Section 9 shall constitute a waiver of the right of the
Company itself to agree or consent to a settlement or compromise of
a claim which the Senior Creditors may have against the Company. To
the extent any Senior Creditors sells or assigns any of its Senior
Debt, each Subordinated Creditor agrees to execute and deliver any
and all documents and/or agreements reasonably requested by such
Senior Creditors to reflect the continued subordination by such
Subordinated Creditor of its Subordinated Debt in favor of such
purchaser or assignee of such Senior Debt.
10. Modification or Sale of the Subordinated
Debt. No Subordinated Creditor will, at any time while this
Agreement is in effect, modify any of the terms of any of its
Subordinated Debt or any of its Subordinated Documents; nor will
such Subordinated Creditor sell, transfer, pledge, assign,
hypothecate or otherwise dispose of any or all of its Subordinated
Debt unless such Subordinated Creditor provides prior written
notice of such event to the Senior Creditors and the person or
entity acquiring such interest in such Subordinated Debt enters
into a subordination agreement with the Senior Creditors in the
form of this Agreement along with any other documents and/or
agreements reasonably requested by the Senior Creditors. Any
transfer in violation of this Agreement shall be void ab
initio.
-3-
11. Company’s Obligations
Absolute. Nothing contained in this Agreement shall impair,
as between the Company and any Subordinated Creditor, the
obligation of the Company to pay to such Subordinated Creditor all
amounts payable in respect of its Subordinated Debt as and when the
same shall become due and payable in accordance with the terms
thereof, or prevent such Subordinated Creditor (except as expressly
otherwise provided in Section 3 or Section 6) from
exercising all rights, powers and remedies otherwise permitted by
its Subordinated Documents and by applicable law upon a default in
the payment of its Subordinated Debt or under its Subordinated
Documents, all, however, subject to the rights of the Senior
Creditors as set forth in this Agreement.
12. Termination of Subordination. This
Agreement shall continue in full force and effect, and the
obligations and agreements of each Subordinated Creditor and the
Company hereunder shall continue to be fully operative, until all
of the Senior Debt shall have been paid and satisfied in full in
cash and such full payment and satisfaction shall be final and not
avoidable. To the extent that the Company or any guarantor of or
provider of collateral for the Senior Debt makes any payment on the
Senior Debt that is subsequently invalidated, declared to be
fraudulent or preferential or set aside or is required to be repaid
to a trustee, receiver or any other party under any bankruptcy,
insolvency or reorganization act, state or federal law, common law
or equitable cause (such payment being hereinafter referred to as a
“Voided
Payment”), then to the extent of such Voided Payment,
that portion of the Senior Debt that had been previously satisfied
by such Voided Payment shall be revived and continue in full force
and effect as if such Voided Payment had never been made. In the
event that a Voided Payment is recovered from the Senior Creditors,
an Event of Default shall be deemed to have existed and to be
continuing under the Securities Purchase Agreement from the date of
the Senior Creditors’ initial receipt of such Voided Payment
until the full amount of such Voided Payment is restored to the
Senior Creditors. During any continuance of any such Event of
Default, this Agreement shall be in full force and effect with
respect to all of the Subordinated Debt. To the extent that any
Subordinated Creditor has received any payments with respect to its
Subordinated Debt subsequent to the date of the Senior
Creditors’ initial receipt of such Voided Payment and such
payments have not been invalidated, declared to be fraudulent or
preferential or set aside or are required to be repaid to a
trustee, receiver, or any other party under any bankruptcy act,
state or federal law, common law or equitable cause, such
Subordinated Creditor shall be obligated and hereby agrees that any
such payment so made or received shall be deemed to have been
received in trust for the benefit of the such Senior Creditors, and
such Subordinated Creditor hereby agrees to pay to the Senior
Creditors, upon demand, the full amount so received by such
Subordinated Creditor during such period of time to the extent
necessary fully to restore to the Senior Creditors the amount of
such Voided Payment. Upon the payment and satisfaction in full in
cash of all of the Senior Debt, which payment shall be final and
not avoidable, this Agreement will automatically terminate without
any additional action by any party hereto.
13. Specific Performance. The Senior
Creditors is hereby authorized to demand specific performance of
this Agreement, whether or not the Company shall have complied with
the provisions hereof applicable to it, at any time when any
Subordinated Creditor shall have failed to comply with any
provision hereof. Each Subordinated Creditor hereby irrevocably
waives any defense based on the adequacy of a remedy at law which
might be asserted as a bar to the remedy of specific performance
hereof in any action brought therefor by the Senior Creditors.
Except as required hereunder or under any of the other Transaction
Documents, each Subordinated Creditor further waives presentment,
notice and protest in connection with all negotiable instruments
evidencing Senior Debt to which it may be a party, notice of the
acceptance of this Agreement by the Senior Creditors, notice of any
loan made, extension granted or other action taken in reliance
hereon and all demands and notices of every kind in connection with
this Agreement or the Senior Debt.
14. Representations and Warranties. Each
Subordinated Creditor represents and warrants as
follows:
(a)
Such Subordinated Creditor which is not an individual is duly
organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or formation and has all
requisite corporate or limited liability company, as applicable,
power and authority to enter into and perform this
Agreement.
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(b) The
execution, delivery and performance by such Subordinated Creditor
of this Agreement and the transactions contemplated hereby
(i) have been duly authorized by all necessary corporate or
limited liability company, as applicable, action (except in the
case of individual Subordinated Creditors), and (ii) do not
(A) contravene such Subordinated Creditor’s constituent
documents, if applicable, (B) violate any requirement of law
to which such Subordinated Creditor is subject, or
(C) conflict with or result in the breach of, or constitute a
default under, any contractual obligation binding on such
Subordinated Creditor.
(c) No
authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or any
other third party is required for the due execution, delivery,
recordation, filing or performance by such Subordinated Creditor of
this Agreement.
(d)
This Agreement has been duly executed and delivered by such
Subordinated Creditor. This Agreement is the legal, valid and
binding obligation of such Subordinated Creditor, enforceable
against such Subordinated Creditor in accordance with its
terms.
15. Accuracy of Representations and
Warranties. If any representation or warranty contained
herein shall prove to have been materially false when made or in
the event of any breach by the Company or any Subordinated Creditor
in the performance of any of the terms hereof, the Senior Creditors
may, at their option, declare all Senior Debt to be due and
payable, without presentment, demand, protest, or notice of any
kind, notwithstanding any time or credit otherwise
allowed.
16. Additional Documents. The Company
and each Subordinated Creditor shall execute and deliver to the
Senior Creditors such further instruments and shall take such
further action as the Senior Creditors may at any time or times
request in order to carry out the provisions and intent of this
Agreement.
17. Legends. Any instrument or agreement
evidencing the Subordinated Debt shall specifically provide by an
appropriate legend conspicuously placed thereon that payment of any
and all amounts thereunder has been subordinated to prior payment
of Senior Debt in the manner and to the extent set forth in this
Subordination Agreement.
18. Notices. All notices and other
communications which are required and may be given pursuant to the
terms of this Agreement shall be in writing and shall be sufficient
and effective in all respects if given in writing or telecopied,
delivered or mailed by registered or certified mail, postage
prepaid, as follows:
(a) if
to a Senior Creditors or the Company, at the address set forth in
the Securities Purchase Agreement; and
(b) if
to the Subordinated Creditor, at:
[NAME]
or such
other address or addresses as any party hereto shall have
designated by written notice to the other parties hereto. Notices
shall be deemed given and effective upon the earlier to occur of
(x) the third day following deposit thereof in the U.S. mail
or (y) receipt by the party to whom such notice is
directed.
19. Governing Law. THIS AGREEMENT SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE
PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAW OF THE STATE OF NEW
YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE
THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION
OTHER THAN SUCH STATE.
20. Waiver of Jury Trial. EACH OF THE
SUBORDINATED CREDITORS AND THE COMPANY IRREVOCABLY WAIVE ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER
BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS AGREEMENT, OR ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT
DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR THE ACTIONS OF THE
SENIOR CREDITORS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR
ENFORCEMENT HEREOF OR THEREOF.
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21.
Personal Jurisdiction.
(a)
Each of the Subordinated Creditors and the Company irrevocably
submits to the non-exclusive jurisdiction of any New York state or
federal court sitting in the Borough of Manhattan, The City of New
York, over any suit, action or proceeding arising out of or
relating to this Agreement or any of the agreements, documents or
instruments delivered in connection herewith or therewith. To the
fullest extent permitted by applicable law, each of the
Subordinated Creditors irrevocably waives and agrees not to assert,
by way of motion, as a defense or otherwise, any claim that it is
not subject to the jurisdiction of any such court, any objection
that it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding brought in any such court and any
claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum.
(b)
Nothing in this Section 21 shall affect the right of the
Senior Creditors to serve process in any manner permitted by law,
or limit any right that the Senior Creditors may have to bring
proceedings against any Subordinated Creditor or the Company in the
courts of any appropriate jurisdiction or to enforce in any lawful
manner a judgment obtained in one jurisdiction in any other
jurisdiction.
22. Expenses. Each of the Subordinated
Creditors and the Company jointly and severally agree to pay upon
demand to any of the Senior Creditors the amount of any and all
out-of-pocket expenses, including the reasonable fees and expenses
of their counsel and of any experts or agents, which any Senior
Creditors may incur in connection with the exercise or enforcement
of any of the rights of any Senior Creditors
hereunder.
23. Miscellaneous. This Agreement may be
executed in several counterparts and by each party on a separate
counterpart, each of which when so executed and delivered shall be
an original, and all of which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page
to this Agreement by telecopier or pdf shall be effective as
delivery of a manually executed counterpart of this Agreement. In
proving this Agreement, it shall not be necessary to produce or
account for more than one such counterpart signed by the party
against which enforcement is sought. The Senior Creditors may, in
their sole and absolute discretion, waive any provisions of this
Agreement benefiting the Senior Creditors; provided, however, that
such waiver shall be effective only if in writing and signed by the
Senior Creditors and shall be limited to the specific provision or
provisions expressly so waived. This Agreement shall be binding
upon the successors, assigns and participants of each Subordinated
Creditor and the Company and shall inure to the benefit of the
Senior Creditors and its respective successors, assigns and
participants, any purchaser or purchasers refunding or refinancing
any of the Senior Debt and their respective successors, assigns and
participants, but shall not otherwise create any rights or benefits
for any third party.
[Remainder
of page intentionally left blank; Next page is signature
page.]
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IN
WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed as of the date first above
written.
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[NAME]
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By:
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ARENA ORIGINATING CO., LLC
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By:
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ARENA SPECIAL OPPORTUNITIES FUND, LP
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ARENA SPECIAL OPPORTUNITIES PARTNERS I, LP
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GOIP GLOBAL, INC.
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