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”).
FORM OF] REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2022 • Charge Enterprises, Inc. • Telegraph & other message communications
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2022, between Charge Enterprises, Inc., a Delaware corporation (the “Company”), and the persons signatory hereto (each, an “Investor”).
FORM OF] COMMON STOCK PURCHASE WARRANT CHARGE ENTERPRISES, INC.Charge Enterprises, Inc. • December 23rd, 2021 • 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 December 17, 2021 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on November 19, 2023 (the “Termination Date) but not thereafter, to subscribe for and purchase from Charge Enterprises, Inc., a Delaware 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).
COMMON STOCK PURCHASE WARRANT CHARGE ENTERPRISES, Inc.Common Stock Purchase Warrant • April 26th, 2022 • Charge Enterprises, Inc. • Telegraph & other message communications
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ICG Charge Me II LLC, a Delaware limited liability company, 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 April [__], 2022 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on April [__], 2025 (the “Termination Date) but not thereafter, to subscribe for and purchase from Charge Enterprises, Inc., a Delaware 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 SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE MAY 19, 2024Charge Enterprises, Inc. • June 11th, 2021 • 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 Charge Enterprises, Inc., a Delaware corporation (which was formerly known as Transworld Holdings, Inc., and prior to that as GoIP Global, Inc., a Colorado corporation) (the “Company” or the “Borrower”), having its principal place of business at 125 Park Avenue, 25th Floor, New York, New York 10017, designated as its Original Issue Discount Senior Secured Convertible Promissory Note due May 19, 2024 (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 26th, 2022 • Charge Enterprises, Inc. • Telegraph & other message communications • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of April 20, 2022, by and among Charge Enterprises, Inc., a Delaware 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 page hereto (including its successors and assigns, the “Purchaser”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 23rd, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of December 17, 2021 (this “Agreement”), is among Charge Enterprises, Inc., a Delaware corporation (formerly known as Transworld Holdings, Inc. and 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 Notes (as defined herein) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
CHARGE ENTERPRISES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 10th, 2023 • Charge Enterprises, Inc. • Telegraph & other message communications • Delaware
This Indemnification Agreement (“Agreement”), dated as of February 7th, 2023, is by and between Charge Enterprises, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
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”).
COMMERCIAL SECURITY AGREEMENTSecurity Agreement • June 2nd, 2022 • Charge Enterprises, Inc. • Telegraph & other message communications • New Jersey
Grantor: BW Electrical Services, LLC 209 Homestead Road, Unit 2 Hillsborough, NJ 08844 Lender: Team Capital Bank Flemington Office (908) 782-3720 110 Main Street Flemington, NJ 08822
GUARANTY AGREEMENTGuaranty Agreement • June 11th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is entered into as of May 19, 2021 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).
CHARGE ENTERPRISES, INC. 125 PARK AVE., 25th FLOOR NEW YORK, NY 10017Letter Agreement • November 8th, 2023 • Charge Enterprises, Inc. • Telegraph & other message communications • Pennsylvania
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”).
UNIT PURCHASE AGREEMENT by and between CHARGE ENTERPRISES, INC., NEXTRIDGE, INC., PAUL M. WILLIAMS, and GREENSPEED ENERGY SOLUTIONS, L.L.C. DATED AS OF AUGUST 1, 2023 UNIT PURCHASE AGREEMENTUnit Purchase Agreement • August 1st, 2023 • Charge Enterprises, Inc. • Telegraph & other message communications • Delaware
This UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of August 1, 2023, is entered into by and between NEXTRIDGE, INC., a New York corporation (“Buyer”), CHARGE ENTERPRISES, INC., a Delaware corporation and the ultimate parent of Buyer (“Charge”), PAUL M. WILLIAMS, an individual with an address at [OMITTED] (the “Member”), and GREENSPEED ENERGY SOLUTIONS, L.L.C., a Georgia limited liability company (the “Company”). Annex A hereto contains definitions of certain initially capitalized terms used in this Agreement.
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.
THIRD AMENDMENTThird Amendment • November 26th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air)
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”).
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”).
AGREEMENT AND PLAN OF MERGER by and between CHARGE INFRASTRUCTURE, INC., MERGECO, INC. EV GROUP HOLDINGS LLC, BRENDAN DURKIN, JAMES S. LYNCH, and PATRICK NICHOLSON DATED AS OF JANUARY 14, 2022Agreement and Plan of Merger • January 20th, 2022 • Charge Enterprises, Inc. • Telegraph & other message communications • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 14, 2022, is entered into by and between CHARGE INFRASTRUCTURE, INC., a Delaware corporation (the “Parent”), MERGECO, INC., a Delaware corporation (the “Merger Sub”), EV GROUP HOLDINGS LLC, a New Jersey limited liability company (the “Company”), and BRENDAN DURKIN (“Durkin”), JAMES S. LYNCH (“Lynch”), and PATRICK NICHOLSON (“Nicholson,” collectively, with Durkin, and Lynch, the “Members”). Annex A hereto contains definitions of certain initially capitalized terms used in this Agreement.
AMENDMENT, CONSENT AND WAIVERConsent and Waiver • July 7th, 2022 • Charge Enterprises, Inc. • Telegraph & other message communications
This AMENDMENT, CONSENT AND WAIVER (this “Consent”) is made and entered into as of June 30, 2022 by and among Charge Enterprises, Inc., a Delaware corporation (the “Company”) and the purchasers signatory to the Purchase Agreements (as defined below) (each a, “Purchaser” and collectively, the “Purchasers”).
MODIFICATION OF PROMISSORY NOTE ANDLoan Agreement • June 2nd, 2022 • Charge Enterprises, Inc. • Telegraph & other message communications • New Jersey
This Modification of Promissory Note and Loan Agreement (this “Modification”) is made effective as of the 26th day of May, 2022 by and between PROVIDENT BANK (successor-in-interest to Team Capital) located at 10 Woodbridge Center Drive, Woodbridge, New Jersey 07095 (the “Lender”), and B W ELECTRICAL SERVICES LLC, a New Jersey limited liability company, located at 239 Homestead Road, Suite 2, Hillsborough, NJ, 08844-1913 (the “Borrower”).
GUARANTY AGREEMENTGuaranty Agreement • December 23rd, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is entered into as of December 17, 2021 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).
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • August 29th, 2023 • Charge Enterprises, Inc. • Telegraph & other message communications • Florida
This SEPARATION AND CONSULTING AGREEMENT (this “Agreement”) is made and entered into by and between Charge Enterprises, Inc. (the “Company”) and Andrew Fox (“Mr. Fox”). The Company and Mr. Fox shall sometimes be referred to herein as the “Parties” or, each separately, as a “Party.”
EXCHANGE AGREEMENTExchange Agreement • July 7th, 2022 • Charge Enterprises, Inc. • Telegraph & other message communications • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the 30th day of June 2022, by and between Charge Enterprises, Inc., a Delaware corporation (the “Company”), and such persons listed on Schedule I who have executed a signature page to this Agreement (each, an “Investor”).
INDEMNITY HOLDBACK PLEDGE AGREEMENTIndemnity Holdback Pledge Agreement • August 1st, 2023 • Charge Enterprises, Inc. • Telegraph & other message communications • New York
THIS INDEMNITY HOLDBACK PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of August 1, 2023, is made by and between PAUL M. WILLIAMS (the “Member”), and NEXTRIDGE, INC., a New York corporation with an address at 12 Elmwood Road, Menands, New York 12204 (“Nextridge”).
January 24, 2024 Craig Denson Dear Craig:Charge Enterprises, Inc. • January 25th, 2024 • Telegraph & other message communications
This letter agreement amends and restates your letter agreement with the Company dated December 1, 2023. In exchange for your commitment to Charge Enterprises, Inc. (the “Company”) and your anticipated future contributions, the Company is pleased to offer you the following retention benefits:
AMENDMENT NO. 1 TO EMPLOYMENT OFFER LETTEREmployment Offer Letter • March 29th, 2022 • Charge Enterprises, Inc. • Telegraph & other message communications
This Amendment to Employee Offer Letter (the “Amendment”) is entered into by and among PTGi International Carrier Services, Inc. (the “Company”) and Mark LaNeve, (the “Employee”).
FIRST AMENDMENT AND WAIVERFirst Amendment and Waiver • November 26th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air)
This First Amendment and Waiver (this “Amendment”) is made and entered into as of November 26, 2021 by and among Charge Enterprises, Inc., a Delaware corporation (the “Company”) and the purchasers signatory to the Purchase Agreement (as defined below) (each a, “Purchaser” and collectively, the “Purchasers”).
January 24, 2024 James Biehl Dear Jim:Charge Enterprises, Inc. • January 25th, 2024 • Telegraph & other message communications
This letter agreement amends and restates your letter agreement with the Company dated December 1, 2023. In exchange for your commitment to Charge Enterprises, Inc. (the “Company”) and your anticipated future contributions, the Company is pleased to offer you the following retention benefits:
AMENDMENT, CONSENT AND WAIVERConsent and Waiver • March 3rd, 2022 • Charge Enterprises, Inc. • Telegraph & other message communications
This AMENDMENT, CONSENT AND WAIVER (this “Consent”) is made and entered into as of February 25, 2022 by and among Charge Enterprises, Inc., a Delaware corporation (the “Company”) and the purchasers signatory to the Purchase Agreements (as defined below) (each a, “Purchaser” and collectively, the “Purchasers”).
BUSINESS LOAN AGREEMENTLoan Agreement • June 2nd, 2022 • Charge Enterprises, Inc. • Telegraph & other message communications • New Jersey
THIS BUSINESS LOAN AGREEMENT dated June 19, 2007, is made and executed between BW Electrical Services, LLC ("Borrower") and Team Capital Bank ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
STOCK PURCHASE AGREEMENT by and between CHARGE INFRASTRUCTURE, INC., PATRICK MANEY, SHAUN MAHONEY, and NEXTRIDGE, INC. DATED AS OF May 7, 2021Stock Purchase Agreement • June 11th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 7, 2021, is entered into by and between CHARGE INFRASTRUCTURE, INC., a Delaware corporation (“Buyer”), PATRICK MANEY, an individual with an address at 136 Great Isaac Court, Punta Gorda, Florida 33950 (“Maney”), SHAUN MAHONEY, an individual with an address for mailing of 12 Elmwood Road, Menands, New York 12204 (“Mahoney,” together with Maney, the “Shareholders”), and NEXTRIDGE, INC., a New York corporation (the “Company”). Annex A hereto contains definitions of certain initially capitalized terms used in this Agreement.
SECOND AMENDMENT AND WAIVERSecond Amendment and Waiver • 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”).
