REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 17, 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”).
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).
ContractSecurities Purchase Agreement • December 23rd, 2021 • Charge Enterprises, Inc. • Trucking & courier services (no air) • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of December 17, 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 • 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”).
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).
