NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 20th, 2010 • SkyPostal Networks, Inc. • Air courier services • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 17, 2010 (the “Effective Date”), is by and between SKYPOSTAL NETWORKS, INC., a Nevada corporation (the “Company”), and each of the individuals or entities whose names appear on Annex I hereto (collectively, the “Investors”).
WARRANT TO PURCHASE COMMON STOCK OF SKYPOSTAL NETWORKS, INC.Note Purchase Agreement • May 20th, 2010 • SkyPostal Networks, Inc. • Air courier services
THIS CERTIFIES that LBI INVESTMENTS, LLC or any subsequent holder hereof (the “Holder”), has the right to purchase from SKYPOSTAL NETWORKS, INC., a Nevada corporation (the “Company”), up to Nine Million Forty Thousand (9,040,000) fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and from time to time beginning on the date on which this Warrant is issued (the “Issue Date”) and ending at 5:00 p.m., eastern time, on the third (3rd) anniversary of the Issue Date or, if such day is not a Business Day, on the next succeeding Business Day (the “Expiration Date”). This Warrant is issued pursuant to a Note Purchase Agreement, dated as of May 17, 2010 (the “Note Purchase Agreement”), together with Senior Secured Convertible Notes of the Company (the “Notes”). Capitalized terms used herein and not otherwise def
ContractNote Purchase Agreement • May 20th, 2010 • SkyPostal Networks, Inc. • Air courier services • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE. THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER HEREOF IN ORDER TO EFFECT A PARTIAL PAYMENT, REDEMPTION OR CONVERSION HEREOF. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT SHOWN BELOW.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2010 • SkyPostal Networks, Inc. • Air courier services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 17, 2010, is by and between SKYPOSTAL NETWORKS, INC., a Nevada corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.
SECURITY AGREEMENTSecurity Agreement • May 20th, 2010 • SkyPostal Networks, Inc. • Air courier services • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of May 17, 2010, is made by and among SKYPOSTAL NETWORKS, INC., a Nevada corporation (the “Borrower”), and SKYSHOP LOGISTICS, INC., a Florida corporation (the “Guarantor and, together with the Borrower, the “Obligors”), and LBI INVESTMENTS, LLC (the “Agent”), as agent for each of the lenders whose names appear on the signature pages hereof (collectively, the “Secured Parties”).
