SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 3rd, 2017 • Airborne Wireless Network • Retail-catalog & mail-order houses • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 1, 2017, by and between AIRBORNE WIRELESS NETWORK, a Nevada corporation, with headquarters located at 4115 Guardian Street, Suite C, Simi Valley, CA 93063 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 177 Huntington Avenue, 17th Floor, Boston, MA 02115 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 30, 2018, by and between Airborne Wireless Network, a Nevada corporation, with headquarters located at 4115 Guardian Street, Suite C, Simi Valley, CA 93063, (the “Company”), and Concord Holding Group, LLC, a New York limited liability company with its executive offices located at 1080 Bergen St., Suite 240, Brooklyn, NY 11216 (the “Buyer).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 18th, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses • New York
WARRANT AGENCY AGREEMENT, dated as of April [ ], 2017 (“Agreement”), between Airborne Wireless Network, a Nevada corporation (the “Company”), and Columbia Stock Transfer Company, an Idaho corporation (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 29th, 2017 • Airborne Wireless Network • Retail-catalog & mail-order houses • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 22, 2017, between Airborne Wireless Network, a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its permitted successors and assigns, the “Purchaser”).
8,000 UNITS of AIRBORNE WIRELESS NETWORK UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses • New York
The undersigned, AIRBORNE WIRELESS NETWORK, a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of AIRBORNE WIRELESS NETWORK, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) for the purchase and sale of an aggregate of 8,000 Closing Units consisting of one share of the Company’s Series A Convertible Preferred Stock,
COMMON STOCK PURCHASE WARRANT AIRBORNE WIRELESS NETWORKCommon Stock Purchase Warrant • April 18th, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. 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 [_____], 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”; provided, however, that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day) but not thereafter, to subscribe for and purchase from AIRBORNE WIRELESS NETWORK, a Nevada 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). This Warrant shall initially be issued and maintained in the form of a security held
ContractWarrant Agreement • December 29th, 2017 • Airborne Wireless Network • Retail-catalog & mail-order houses • Nevada
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 13th, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 9, 2018 (the “Closing Date”), is between AIRBORNE WIRELESS NETWORK, a Nevada corporation (the “Company”), and YA II PN, LTD., a Cayman Island exempt company (the “Buyer”).
LOCK-UP AGREEMENTLock-Up Agreement • December 18th, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses • California
This Employment Agreement (this “Agreement”) is made and entered into as December 28, 2017, effective January 1, 2018 by and between Airborne Wireless Network, a Nevada corporation (the “Company”), and Kevin L. Spence (“Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 29th, 2017 • Airborne Wireless Network • Retail-catalog & mail-order houses • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 22, 2017, is entered into by and between Airborne Wireless Network, a Nevada corporation, (the “Company”), and Lucas Hoppel. (the “Buyer”).
Consulting Agreement dated October 18, 2016, between the Company and Aero Certification and Engineering LLC.Consulting Agreement • October 26th, 2016 • Airborne Wireless Network • Retail-catalog & mail-order houses • California
ContractSecurity Agreement • November 3rd, 2017 • Airborne Wireless Network • Retail-catalog & mail-order houses • Arizona
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXCHANGEABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPT ABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
INTELLECTUAL PROPERTY PURCHASE AGREEMENTIntellectual Property Purchase Agreement • October 21st, 2016 • Airborne Wireless Network • Retail-catalog & mail-order houses • California
This Intellectual Property Purchase Agreement (this "Agreement"), dated as of July 31, 2016, is entered into between Airborne Wireless Network, a Nevada corporation formerly named Ample-Tee, Inc. (“Buyer”), and Apcentive, Inc., a Nevada corporation (“Seller”).
Agreement between Airborne Wireless Network and Jet Midwest Group, LLC dated October 31, 2016. SERVICES AND COMPENSATION AGREEMENTServices and Compensation Agreement • November 1st, 2016 • Airborne Wireless Network • Retail-catalog & mail-order houses
This SERVICES AND EQUITY COMPENSATION AGREEMENT (this "Agreement") is made and entered into as of the 31st day of October, 2016 between AIRBORNE WIRELESS NETWORK, INC., a corporation organized and existing under the laws of the State of Nevada (“Airborne”) and JET MIDWEST, LLC, a limited liability company organized and existing under the laws of the State of Delaware ("Jet Midwest") (each of Jet Midwest and Airborne may hereinafter be refereed to as a “Party” and together as the “Parties”).
Airborne Wireless Network INDEMNIFICATION AGREEMENTIndemnification Agreement • August 2nd, 2017 • Airborne Wireless Network • Retail-catalog & mail-order houses • Nevada
This Agreement is made as of [DATE], by and between Airborne Wireless Network, a Nevada corporation (the “Company”), and [NAME] (“Indemnitee”), a director and/or officer of the Company.
LOCK-UP AND WAIVER AGREEMENTLock-Up and Waiver Agreement • December 18th, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses • New York
ContractWarrant Agreement • May 3rd, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT NO.: 333-220295 (THE "REGISTRATION STATEMENT") AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(g)(2).
LOCK-UP AND WAIVER AGREEMENTLock-Up and Waiver Agreement • October 17th, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses • New York
Memorandum of Understanding between Airborne Wireless Network and Electric Lightwave Holdings, Inc. dated December12, 2016.Memorandum of Understanding • December 27th, 2016 • Airborne Wireless Network • Retail-catalog & mail-order houses
AMENDMENT TO THE $287,500 PROMISORRY NOTE DATED September 15, 2017Promissory Note Amendment • March 20th, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses
This Amendment (this “Agreement”) is entered into as of March 16, 2018 (the “Effective Date”), by and between Airborne Wireless Network, a Nevada corporation (the “Company”) and Black Mountain Equities, Inc. (the “Holder”) collectively, the Company and Holder shall be referred to as the “Parties” and each a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • December 13th, 2016 • Airborne Wireless Network • Retail-catalog & mail-order houses • California
This Employment Agreement (this “Agreement”) is made and entered into as November 1st, 2016, by and between Airborne Wireless Network, a Nevada corporation (the “Company”), and Earle O. Olson (“Employee”).
Stock Issuance Cancellation Agreement between Airborne Wireless Network and J. Edward Daniels dated August 11, 2016. STOCK ISSUANCE CANCELLATION AGREEMENTStock Issuance Cancellation Agreement • August 11th, 2016 • Airborne Wireless Network • Retail-catalog & mail-order houses • Nevada
THIS STOCK ISSUANCE CANCELLATION AGREEMENT (this "Agreement") is made and entered into effective as of August 11, 2016, by and between Airborne Wireless Network., a Nevada corporation (the "Company"), and J. Edward Daniels (the "Stockholder").
THINKING DIFFERENT TECHNOLOGIES B.V. (TDT) AND AIRBORNE WIRELESS NETWORK (ABWN) SOFTWARE DEVELOPMENT AGREEMENT CONTENTSSoftware Development Agreement • June 26th, 2017 • Airborne Wireless Network • Retail-catalog & mail-order houses • Nevada
TDT SYSTEMS, INC. a corporation formed pursuant to the laws of NETHERLANDS, whose principal office is located at Schoonoord Road, 2215 EH Voorhout, The Netherland (TDT); and
Employment Agreement between Airborne Wireless Network and Jason de Mos datedEmployment Agreement • October 14th, 2016 • Airborne Wireless Network • Retail-catalog & mail-order houses • California
This Employment Agreement (this “Agreement”) is made and entered into as of October 07, 2016, by and between Airborne Wireless Network, a Nevada corporation (the “Company”), and Jason T. de Mos (“Employee”).
SERVICES AGREEMENTServices Agreement • January 2nd, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses • California
Airborne Wireless Networks 4115 Guardian Street Simi Valley, California 93063 Tel: (805) 583-4302 Email: j.edward@airbornewirelessnetwork.com earle@airbornewirelessnetwork.com andrew@airbornewirelessnetwork.com
ContractWarrant Agreement • May 1st, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT NO.: 333-220295 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(g)(2).
CONSULTING AGREEMENTConsulting Agreement • August 4th, 2017 • Airborne Wireless Network • Retail-catalog & mail-order houses
THIS AGREEMENT (“Agreement”), dated July 31, 2017 , confirms that AIRBORNE WIRELESS NETWORK having its principal place of business at 4115 Guardian Street C, Simi Valley, CA 93063 and its subsidiaries and affiliates (“the Company”) has retained BRIGHTON CAPITAL, LTD., a California corporation with its principal offices at 1875 Century Park East, Suite, 700, Los Angeles, CA 90067 (“Brighton”), for the purposes described in this Agreement in accordance with the terms and conditions specified herein, and Brighton has agreed to such engagement.
DESIGN AND MANUFACTURING SERVICES AGREEMENTDesign and Manufacturing Services Agreement • August 15th, 2017 • Airborne Wireless Network • Retail-catalog & mail-order houses
This Design and Manufacturing Services Agreement (“Agreement”) is entered into as of this 11 day of August 2017 (“Effective Date”) by and between ViaLight Communications GmbH, a Bavarian corporation, having its principal place of business at Friedrichshafenerstr.1, D-82205 Gilching, Germany (“ViaLight”), and Airborne Wireless Network, Inc., a Nevada corporation, having its principal place of business at 4115 Guardian Street, Suite C, Simi Valley, California 93063, U.S.A. (“ABWN”).
Memorandum of Understanding between Airborne Wireless Network and Jet Midwest Group, LLC dated August 30, 2016.Memorandum of Understanding • September 1st, 2016 • Airborne Wireless Network • Retail-catalog & mail-order houses
Memorandum of UnderstandingMemorandum of Understanding • August 11th, 2016 • Airborne Wireless Network • Retail-catalog & mail-order houses
Airborne Wireless Network., having its primary offices at 4115 Guardian Street, Suite C, Simi Valley, CA. 93063 (hereinafter referred to as "ABWN")
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2017 • Airborne Wireless Network • Retail-catalog & mail-order houses • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 25, 2017, by and between Airborne Wireless Network, a Nevada corporation, with headquarters located at 4115 Guardian Street, Suite C, Simi Valley, CA 93063, (the “Company”), and EAGLE EQUITIES, LLC, a Nevada limited liability company, with its address at 91 Shelton Ave, Suite 107, New Haven, CT 06511 (the “Buyer”).
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • October 17th, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses • New York
THIS WARRANT EXERCISE AGREEMENT (the “Agreement”) is made as of October 17, 2018 (the “Effective Date”) by and between AIRBORNE WIRELESS NETWORK (the “Company”) and IONIC VENTURES LLC (the “Warrant Holder”). Each of the Company and the Warrant Holder may be referred to herein individually as a “Party,” and collectively as the “Parties.”
Airborne Wireless Network CONSULTING AGREEMENTConsulting Agreement • August 16th, 2016 • Airborne Wireless Network • Retail-catalog & mail-order houses • California
This Consulting Agreement (this "Agreement") is made and entered into as of August 7th, 2016 by and between Airborne Wireless Network, a Nevada corporation (the "Company"), and C. Neal Monte, an individual ("Consultant"), with reference to the following facts:
SERVICES AND COMPENSATION AGREEMENTServices Agreement • March 12th, 2018 • Airborne Wireless Network • Retail-catalog & mail-order houses
This SERVICES AND COMPENSATION AGREEMENT (this “Agreement”) is made and entered into as of the 6th day of March, 2018 between AIRBORNE WIRELESS NETWORK, a corporation organized and existing under the laws of the State of Nevada (“ABWN”) and South Bay Aviation Inc., a corporation organized and existing under the laws of the State of California (“SBA”) (each of South Bay Aviation and ABWN may hereinafter be referred to as a “Party” and together as the “Parties”).
