NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 19th, 2011 • SkyShop Logistics, Inc. • Air courier services • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 16, 2011 (the “Effective Date”), is by and between SKYSHOP LOGISTICS, INC., a Nevada corporation (the “Company”), and LBI INVESTMENTS, LLC (the “Investor”).
WARRANT TO PURCHASE COMMON STOCK OF SKYSHOP LOGISTICS, INC.Note Purchase Agreement • May 19th, 2011 • SkyShop Logistics, Inc. • Air courier services
THIS CERTIFIES that LBI INVESTMENTS, LLC or any subsequent holder hereof (the “Holder”), has the right to purchase from SKYSHOP LOGISTICS, INC., a Nevada corporation (the “Company”), up to Twelve Million Two Hundred Thousand (12,200,000) 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 16, 2011 (the “Note Purchase Agreement”), together with Senior Secured Convertible Notes of the Company (the “Notes”). Capitalized terms used herein and not other
ContractNote Purchase Agreement • May 19th, 2011 • SkyShop Logistics, 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 19th, 2011 • SkyShop Logistics, Inc. • Air courier services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 17, 2011, is by and between SKYSHOP LOGISTICS, 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”.
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 19th, 2011 • SkyShop Logistics, Inc. • Air courier services • New York
This SUBSIDIARY GUARANTEE, dated as of May 17, 2011 (this “Guarantee”), is made by SkyShop Logistics of Florida, Inc., a Florida corporation (the “Guarantor”), for and on behalf of each of the entities whose names appear on Exhibit A hereto (collectively, the “Investors”). This Guarantee is being executed and delivered by the Guarantor in connection with that certain Note Purchase Agreement, dated as of May 16, 2011 (the “Note Purchase Agreement”), between SkyShop Logistics, Inc., a Nevada corporation (the “Company”), and each Investor. Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Note Purchase Agreement.
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • May 19th, 2011 • SkyShop Logistics, Inc. • Air courier services
This AMENDMENT, dated as of May 17, 2011 (this “Amendment”), amends the Security Agreement (the “Security Agreement”), dated as of May 17, 2010, by and among SKYSHOP LOGISTICS, INC. (formerly SkyPostal Networks, Inc.), a Nevada corporation (the “Borrower”), SKYSHOP LOGISTICS OF FLORIDA, INC. (formerly SkyShop Logistics, Inc.), a Florida corporation (the “Guarantor and, together with the Borrower, the “Obligors”), and LBI INVESTMENTS, LLC, as the secured party under the Security Agreement (the “Secured Party”).
