AIRBORNE WIRELESS NETWORK (OTCMKTS:ABWN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On March 6, 2018, Airborne Wireless Network, a Nevada corporation (the “Company”), entered into a Services and Compensation Agreement (the “S&C Agreement”) with South Bay Aviation Inc., a California corporation (“South Bay”), to provide for the provision of aircraft and services by South Bay to the Company in connection with the Company’s upcoming two-plane test of its Infinitus Super Highway wireless network (the “Cessna Test”). Specifically, under the terms of the S&C Agreement, South Bay is to perform the following activities for the Company in connection with its upcoming Cessna Test over the 21-day expected duration of the Cessna Test:
| · | Operate two Cessna aircraft; |
| · | Provide assistance to the Company in fitting and removing the Infinitus equipment from the aircraft; |
| · | Assist in procuring insurance for the operation of the flights; |
| · | Provide secure hangar storage while the aircraft and Infinitus equipment are not in use; |
| · | Provide mechanics certified by the Federal Aviation Authority as needed; and |
| · | Provide additional various services related to the foregoing. |
Under the S&C Agreement, the Company is required to pay or reimburse South Bay for certain expenses it incurs in connection with providing its services, including South Bay’s out-of-pocket costs, fuel costs, insurance premiums, landing and take-off fees, storage fees and pilots’ fees and costs, among others, and also to pay compensation in the amount of a fixed fee ranging from $22,950 to $37,020, depending on when the Cessna Test occurs, as well as $150 per day in hangar fees. The Company is responsible for additional per-day fees if the Cessna Test lasts more than 21 days.
The S&C Agreement became effective on March 6, 2018 and its initial term expires on May 31, 2018, after which it will automatically renew unless cancelled by either party. The Company and South Bay can each terminate the S&C Agreement at any time, with or without cause. The Company has waived and released South Bay from certain liabilities that may be incurred in connection with the S&C Agreement, including liabilities arising from the aircraft provided by South Bay, any use, operation or performance of the aircraft and the operation, servicing, maintenance and repair of the aircraft.
There is no material relationship between the Company or its affiliates and South Bay other than in respect of the S&C Agreement. This description of the S&C Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the S&C Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.
Item 8.01Other Events.
On March 12, 2018, the Company issued a press release announcing its entry into the S&C Agreement. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits
AIRBORNE WIRELESS NETWORK ExhibitEX-10.1 2 abwn_ex101.htm SERVICES AND COMPENSATION AGREEMENT abwn_ex101.htmEXHIBIT 10.1 SERVICES AND COMPENSATION AGREEMENT This SERVICES AND COMPENSATION AGREEMENT (this “Agreement”) is made and entered into as of the 6th day of March,…To view the full exhibit click here
About AIRBORNE WIRELESS NETWORK (OTCMKTS:ABWN)
Airborne Wireless Network, formerly Ample-Tee, Inc., is a development-stage company. The Company is developing a meshed network. The Company is seeking opportunities for the acquisition of assets. For its wholesale carrier network, the Company intends to use commercial aircraft as mini-satellites. The Company’s wholesale carrier network would be the airborne broadband pipeline, providing connectivity for broadband carrier services using commercial aircraft. As of May 31, 2016, the Company had no operations and had not earned any revenues.