REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 3, 2020, between Transworld Holdings, Inc., a Delaware corporation (which was formerly known as GoIP Global, Inc., a Colorado corporation) (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
COMMON STOCK PURCHASE WARRANT GOIP GLOBAL, INC.Security Agreement • February 12th, 2021 • Charge Enterprises, Inc. • 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 3, 2020, between Transworld Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE ____, 2021Convertible Security Agreement • February 12th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
THIS ORIGINAL ISSUE DISCOUNT 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 ______, 2021 (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of November 3, 2020, by and among Transworld Holdings, Inc., a Delaware corporation (which was formerly known as 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 (including its successors and assigns, the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • February 12th, 2021 • Charge Enterprises, 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”).
COMMON STOCK PURCHASE WARRANT GOIP GLOBAL, INC.Common Stock Purchase Warrant • February 12th, 2021 • Charge Enterprises, Inc. • 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 June __, 2020 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on June __, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of ______________, 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”).
GUARANTY AGREEMENTGuaranty Agreement • February 12th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is entered into as of November 3, 2020 by and among each of the parties identified as a Guarantor on the signature pages hereto (each, a “Guarantor”, and collectively, the “Guarantors”), in favor of the purchasers signatory to the Securities Purchase Agreements (as defined below) (together with their respective successors and assigns, including, any future holder of the Notes (as defined below), the “Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Securities Purchase Agreements (as defined below).
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • February 12th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
AMENDED AND RESTATED SUBORDINATION AGREEMENT (this “Agreement”), dated as of November 3, 2020, among the purchasers signatory to the Securities Purchase Agreements (as defined below) (together with their 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 Transworld Holdings, Inc., a Delaware corporation (formerly known as GoIP Global, Inc., a Colorado corporation) (the “Company”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 12th, 2021 • Charge Enterprises, 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.”
STOCK ACQUISITION AGREEMENT by and among GOIP GLOBAL, INC. TRANSWORLD ENTERPRISES, INC., GETCHARGED, INC., THE TRANSFERORS and ANDREW FOX, as the Transferors’ Representative DATED AS OF SEPTEMBER 25, 2020Stock Acquisition Agreement • February 12th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
This STOCK ACQUISITION AGREEMENT (this “Agreement”), dated as of September 25, 2020, is entered into by and among GoIP Global, Inc. (“Parent”), Transworld Enterprises, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Acquiror”), GetCharged, Inc., a Delaware corporation (the “Company”), each of the parties set forth on Exhibit A hereto (each, a “Transferor” and collectively, the “Transferors”) and Andrew Fox, in his capacity as the Transferors’ Representative. Annex A hereto contains definitions of certain initially capitalized terms used in this Agreement.
FIRST AMENDMENT TO STOCK ACQUISITION AGREEMENTStock Acquisition Agreement • February 12th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air)
This FIRST AMENDMENT TO STOCK ACQUISITION AGREEMENT (this “Amendment”), effective as of October 9, 2020, is by and between TRANSWORLD ENTERPRISES, INC., a Delaware corporation (“Acquiror”) and Andrew Fox, in his capacity as the Transferors’ Representative (the “Transferors’ Representative”) under that certain Stock Acquisition Agreement dated as of September 25, 2020, by and among GoIP Global, Inc., Transworld Enterprises, Inc., GetCharged, Inc., the Transferors signatory thereto, and Andrew Fox, as the Transferors’ Representative (the “Acquisition Agreement”). Acquiror and Transferors’ Representative are sometimes referred to herein as a “Party” or, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Acquisition Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • February 12th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
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”).
FIRST AMENDMENT AND WAIVERFirst Amendment and Waiver • February 12th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air)
This First Amendment and Waiver (this “Amendment”) is made and entered into as of December 8, 2020 by and among Transworld Holdings, 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”).
SECOND AMENDMENT AND WAIVERSecurities Purchase Agreement • February 12th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air)
This Second Amendment and Waiver (this “Amendment”) is made and entered into as of December 8, 2020 by and among Transworld Holdings, 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”).
STOCK PURCHASE AGREEMENT by and between GOIP GLOBAL, INC., ICS GROUP HOLDINGS INC., SOLELY FOR THE PURPOSE OF ARTICLE 8 AND ARTICLE 10, HC2 HOLDINGS INC. and PTGI INTERNATIONAL CARRIER SERVICES INC. DATED AS OF OCTOBER 2, 2020Stock Purchase Agreement • February 12th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 2, 2020 entered into by and between GoIP Global, Inc., a Colorado corporation (“Buyer”), ICS Group Holdings Inc., a Delaware corporation (the “Shareholder”), solely for the purpose of Article 8 and Article 10, HC2 Holdings Inc., a Delaware corporation (“Parent”), and PTGI International Carrier Services Inc., a Delaware corporation (the “Company”). Annex A hereto contains definitions of certain initially capitalized terms used in this Agreement.
FIRST AMENDMENT TO NOTEFirst Amendment to Note • February 12th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air)
This First Amendment (this “Amendment”) is made and entered into as of December 8, 2020 by and among Transworld Holdings, 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”).
