CONSULTING AGREEMENT

EXHIBIT 10.2

CONSULTING AGREEMENT

 THIS AGREEMENT (“Agreement”), dated July 31, 2017 , confirms that AIRBORNE WIRELESS NETWORK having its principal place of business at 0000 Xxxxxxxx Xxxxxx X, Xxxx Xxxxxx, XX 00000 and its subsidiaries and affiliates (“the Company”) has retained BRIGHTON CAPITAL, LTD., a California corporation with its principal offices at 0000 Xxxxxxx Xxxx Xxxx, Xxxxx, 000, Xxx Xxxxxxx, XX 00000 (“Brighton”), for the purposes described in this Agreement in accordance with the terms and conditions specified herein, and Brighton has agreed to such engagement.

1. Purpose of Engagement. Brighton will render strategic advisory services (the “Services”) as outlined below:

	·	Assist the Company in developing a business and marketing strategy.
	·	Assist the Company in developing an acquisition strategy and structure.
	·	Other services as mutually agreed to by the Company and Brighton.

2. Period of Engagement. Brighton’s engagement under this Agreement will commence on the date written above and shall expire three (3) years later, unless mutually extended by the parties. It is specifically agreed that the Services may be completed in less than three (3) years from the date written above. Notwithstanding the foregoing, this Agreement may not be terminated by the Company, except for gross malfeasance by Brighton.

3. Brighton’s Compensation.

	(a)	The Company shall issue to the Brighton 410,000 common shares of the Company. The common shares shall be issued pursuant to Rule 144 and the Company agrees to assist Brighton with the removal of any legends. The shares, as issued, shall immediately vest regardless of the services performed by Brighton or earlier termination of this Agreement, are not cancellable once issued and are considered earned as of the date of issuance. The shares shall be issued as follows:
		50,000 common shares upon execution of this Agreement; and
		10,000 common shares per month for thirty-six (36) month, with the first issuance beginning on August 1, 2017. The shares shall be issued by the fifth day of each month.

	(b)	The Company shall issue to the Brighton 1,000,000 warrants of the Company. The warrants shall be for a term of five (5) years and shall have an exercise price of $1.90. The Warrants will have a cashless feature if the shares underlying the warrants are not effective for resale by March 1, 2018. The warrants, as issued, shall immediately vest regardless of the services performed by Brighton or earlier termination of this Agreement, are not cancellable once issued and are considered earned as of the date of issuance. The warrants shall be issued as follows:
		100,000 upon execution of this Agreement; and
		25,000 per month for thirty-six (36) month, with the first issuance beginning on August 1, 2017.
	(c)	The Company, in its sole discretion, may make cash payments and provide other consideration to Brighton based upon Brighton’s performance.

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(d) The Company shall reimburse Brighton for all prior approved expenses.

The parties have caused this Agreement to be executed by their duly authorized representatives as of the date written above.

Engagement terms (including attached Exhibit A, Standard Terms and Conditions) accepted by:

AIRBORNE WIRELESS NETWORK			BRIGHTON CAPITAL, LTD.
By:	/s/ J. Xxxxxx Xxxxxxx		By:	/s/ Xxxxxxx X. Xxxxx
Name:	J. Xxxxxx Xxxxxxx		Name:	Xxxxxxx X. Xxxxx
Title:	President		Title:	President

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EXHIBIT A

STANDARD TERMS AND CONDITIONS

1. Accuracy of The Company Data. The Company recognizes and confirms that in performing its duties pursuant to this Agreement, Brighton will be using and relying on data, material and other information (the “Information”) furnished by the Company, and its employees and representatives and on information available from generally recognized public sources without any independent investigation or verification thereof. Accordingly, Brighton assumes no responsibility for the accuracy and completeness of the Information. The Company agrees that any Services will be based entirely upon Information supplied by the Company or available from public sources. The Company will exercise reasonable care to ensure that Information is complete and accurate in all material respects, and not materially misleading, and the Company will be solely responsible for the accuracy and completeness of any such Information used, summarized or presented in any Services. Without limiting the foregoing, Brighton will be neither responsible for nor liable to any party for any representations, assertions or statements based on the Information or reasonably derived therefrom if such representations, assertions or statements prove to be false, inaccurate, deceptive, misleading or incomplete.		4. Limitations on Use. The Company expressly acknowledges that all information and advice provided by Brighton to the Company in connection with Brighton’s engagement are intended solely for the benefit and use of the Company (including its management, directors, shareholders and attorneys) in considering the Services to which they relate, and the Company agrees that, except as required by law, no such information or advice will be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, nor will any public reference to Brighton be made by the Company (or such persons) without the prior written consent of Brighton. The Company specifically agrees, without limiting the generality of the foregoing, that it will not use any information or advice provided by Brighton to the Company in any tax matter, proceeding or audit nor in any matter having to do with the listing or public sale of securities unless Brighton has agreed to such use beforehand, in writing.
2. Confidentiality. Unless required by law or applicable legal process, any advice rendered by Brighton pursuant to this Agreement may not be disclosed publicly by Brighton or the Company without the other party’s prior written consent or used for any purposes not related to the Company’s participation in the Services.		5. Indemnification of Brighton. (a) In the event of a claim by a third party relating to services under the Agreement to which these Standard Terms and Conditions are attached, the Company will indemnify Brighton and its personnel from all such claims, liabilities, costs and expenses, except to the extent determined to have resulted from the intentional or deliberate misconduct by Brighton.
3. Confidential and Proprietary Information. “Confidential and Proprietary Information” means all documents, software, reports, data, records, forms and other material (a) obtained by Brighton from the Company in the course of performing the Services: (i) that have been marked as confidential; (ii) whose confidential nature has been made known by the Company to Brighton; or (iii) that due to their character and nature, a reasonable person under like circumstances would treat as confidential or (b) developed or prepared by Brighton based upon information described in (a). Confidential and Proprietary Information does not include information which: (i) is already known to Brighton at the time of disclosure by the Company; (ii) is or becomes publicly known through no wrongful act of Brighton; (iii) is independently developed by Brighton without benefit of the Company’s Confidential and Proprietary Information; or (iv) is received by Brighton from a third party without restriction and without a breach of an obligation of confidentiality. All Confidential and Proprietary Information of the Company remains the property of the Company and will be maintained in confidence by Brighton, will not be used by Brighton for any purpose other than to provide the Services under this Agreement, and will not be disclosed to any third party, except as provided herein, without the Company's prior written consent, unless required by applicable law or legal process. At the conclusion of the Services, Brighton will, upon the Company’s request, return to the Company all Confidential and Proprietary Information of the Company in its possession or, upon the Company's request, Brighton will destroy all Confidential and Proprietary Information of the Company in its possession, subject to Brighton’s need to preserve its interests hereunder. Upon written request by the Company, Brighton will certify the destruction of all Confidential and Proprietary Information of the Company, clearly identifying any such information retained by Brighton as necessary to preserve its interests hereunder. The confidentiality restrictions and obligations imposed by this section will terminate two (2) years after the expiration or termination of this Agreement.		(b) Brighton will have no liability to the Company for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the services performed hereunder for an aggregate amount in excess of the amounts paid by the Company to Brighton under this Agreement. In no event shall Brighton be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs). The provisions of this Paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence) or otherwise. (c) In the event any third party asserts a claim against Brighton or its personnel for which a right of indemnification is asserted under subparagraph (a) above, the Company shall, at its choice, either engage counsel to defend Brighton and/or its personnel or shall be responsible for the current payment of costs and expenses Brighton and/or its personnel incur to defend against such claim. 6. Independent Contractor. Nothing in this Agreement will be deemed to constitute Brighton or the Company the agent of the other. Neither Brighton nor the Company shall be or become liable or bound by any representation, act or omission whatsoever of the other. 7. Advisory Services. Brighton is not a registered broker- dealer, attorney, accountant, negotiator, or financial advisor to the Company. Brighton will not make any recommendations about the Services and the Company will seek its own professional advice with respect to the Services. All payments made hereunder are nonrefundable. Any payment not received within two (2) business days of the due date shall be subject to a default interest rate of 12% per annum.

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8. Nonassignability. This Agreement and all rights, liabilities and obligations hereunder will be binding upon and inure to the benefit of each party’s successors, but neither party will assign, transfer or subcontract this Agreement or any of its obligations hereunder without the other party’s express, prior written consent.		12. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which constitute one and the same instrument.
9. Severability. In the event that any term or provision of this Agreement is held invalid, void or unenforceable, then the remainder of this Agreement will not be affected, impaired or invalidated, and each such term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.		13. Third Party Beneficiaries. This Agreement is made solely for the benefit of the Company, Brighton, other Indemnified Parties and their respective successors and assigns, and no other person will acquire or have any right under or by virtue of this Agreement.
10. Governing Law. Regardless of the place of execution or performance, this Agreement and any related indemnification and confidentiality agreements between the parties will be deemed made in California. All actions arising hereunder or in connection herewith will fall under the exclusive jurisdiction and venue of the American Arbitration Association located in Los Angeles, CA and each of the parties hereto hereby agrees to the personal jurisdiction and venue of said arbitrator. The parties hereto agree to service of process by certified mail or receipted courier. Any right to trial by jury with respect to any claim or proceeding related to or arising out of this engagement, or any transaction or conduct in connection herewith, is waived.		14. No Conflict of Interest. The Company recognizes that Brighton may from time to time throughout the term of this Agreement provide services to companies that are in competition with the Company. The Company hereby agrees that this Agreement does not limit Brighton’s ability to provide such services, and that Brighton’s provision of such services does not represent a breach of this Agreement or represent a conflict of interest for Brighton in the context of this Agreement. This paragraph does not limit Brighton’s confidentiality obligations under paragraph 2 of this Agreement.
11. Integration. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and will be enforceable in accordance with its terms when signed by each of the parties hereto.		15. Notices. All notices, requests and demands hereunder will be in writing and will be deemed to have been duly given (a) upon personal delivery, (b) five (5) days after being mailed by registered or certified mail, return receipt requested, (c) one (1) business day after being sent by email, or (c) one (1) business day after being sent by nationally recognized overnight courier.

 

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