COMMON STOCK PURCHASE WARRANT GOIP GLOBAL, INC.GoIP GLOBAL, INC. • August 7th, 2020 • Trucking & courier services (no air)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ or its 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 May 8, 2020 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on May 8, 2022 (the “Termination Date) but not thereafter, to subscribe for and purchase from GoIP Global, Inc., a Colorado corporation (the “Company”), up to _________ 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).
ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE PROMISSORY NOTE DUE MAY 9, 2021GoIP GLOBAL, INC. • August 7th, 2020 • Trucking & courier services (no air) • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of GoIP Global, Inc., a Colorado corporation (the “Company” or the “Borrower”), having its principal place of business at 1400 Old Country Road, Westbury New York 11590, designated as its Original Issue Discount Senior Secured Convertible Promissory Note due May 9, 2021 (the “Note”).
SECURITY AGREEMENTSecurity Agreement • August 7th, 2020 • GoIP GLOBAL, INC. • Trucking & courier services (no air) • New York
This SECURITY AGREEMENT, dated as of May 8, 2020 (this “Agreement”), is among GoIP Global, Inc., a Colorado corporation (the “Company”), the Subsidiaries of the Company set forth on the signature pages hereto (such subsidiaries, the “Subsidiaries” and, together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount Senior Secured Convertible Promissory Notes due twelve (12) months following their issuance, in the aggregate principal amount of $3,000,000.00 (the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2020 • GoIP GLOBAL, INC. • Trucking & courier services (no air) • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of May __, 2020, by and among GoIP Global, Inc., a Colorado corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and the Purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
SUBORDINATION AGREEMENTSubordination Agreement • August 7th, 2020 • GoIP GLOBAL, INC. • Trucking & courier services (no air) • New York
SUBORDINATION AGREEMENT (this “Agreement”), dated as of May 8, 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”), KORR Value L.P. (collectively, the “Subordinated Creditors” and each, individually, a “Subordinated Creditor”), and GoIP Global, Inc., a Colorado corporation (the “Company”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 7th, 2020 • GoIP GLOBAL, INC. • Trucking & courier services (no air) • New York
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made this 30th day of April , 2020 (the “Effective Date”), by and among GoIP Global, Inc., a Colorado corporation (“GoIP”), TransWorld Enterprises Inc., a Delaware Corporation (“TransWorld or TW”) and the shareholders of TW listed on Exhibit A hereto (the “Shareholders”). GoIP, TransWorld, and the Shareholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
