REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 19, 2021, between Charge Enterprises, Inc., a Delaware corporation (which was formerly known as Transworld Holdings, Inc. and GoIP Global, Inc., a Colorado corporation) (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
COMMON STOCK PURCHASE WARRANT CHARGE ENTERPRISES, INC.Charge Enterprises, Inc. • June 11th, 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 May 19, 2021 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on May 19, 2024 (the “Termination Date) but not thereafter, to subscribe for and purchase from 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”), 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 • June 11th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of May 19, 2021, by and among 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) (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”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • June 11th, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of May 19, 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”).
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).
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.
