AIRBORNE WIRELESS NETWORK (Form: 8-K, Received: 12/18/2018 07:03:37)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 17, 2018

AIRBORNE WIRELESS NETWORK

(Exact name of registrant as specified in charter)

Nevada	333-179079	27-4453740
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

4115 Guardian Street, Suite C, Simi Valley, California 93063

(Address of principal executive offices and zip code)

(805) 583-4302

(registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act (17 CFR 240.12b-2)

¨ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Item 1.01 Entry into a Material Definitive Agreement.

Exercise Agreement with Sabby

On December 17, 2018, Airborne Wireless Network (the “ Company ”) and Sabby Volatility Warrant Master Fund, Ltd. (“ Sabby ”) entered into that certain Exercise Agreement (the “ Sabby Exercise Agreement ”) pursuant to which Sabby, which holds certain shares of the Company’s Series A Convertible Preferred Stock (“ Preferred Stock ”), Series 1 Warrants to purchase shares of the Company’s Preferred Stock (the “ Series 1 Warrants ”), Series 2 Warrants to purchase shares of the Company’s Preferred Stock (the “ Series 2 Warrants ”) and Series 3 Warrants to purchase shares of the Company’s Preferred Stock (the “ Series 3 Warrants ,” together with the Series 1 Warrants and the Series 2 Warrants, the “ Warrants ”), agreed that it will exercise a minimum of $90,000 of its Warrants on or immediately following the effective date of the Sabby Exercise Agreement. Under the terms of the Sabby Exercise Agreement, the Company also committed to not issue, sell or offer any securities without the consent of Sabby until 11:59 p.m. on January 9, 2019.

There is no material relationship between the Company or its affiliates and Sabby, other than in respect of the Sabby Exercise Agreement, the previously disclosed prior exercise agreement and related lock-up agreement between the Company and Sabby that has since expired and Sabby’s ownership of Warrants and Preferred Stock. This description of the Sabby Exercise Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Sabby Exercise Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by this reference.

Lock-up Agreements with Warrant Holders

On December 17, 2018, the Company entered into a lock-up agreement with each of Anson Funds Management LP (“ Anson ”), Hudson Bay Master Fund Ltd. (“ Hudson Bay ”) and Ionic Ventures LLC (“ Ionic ”), which agreements each had an effective date of December 12, 2018. Under the lock-up agreements, each of Anson, Hudson Bay and Ionic agreed with the Company that until 11:59 p.m. on January 9, 2019, such party would to refrain from selling, offering for sale or otherwise transferring any shares of Preferred Stock, shares of the Company’s common stock, Warrants or other securities of the Company. Each lock-up agreement also contains also contains “most favored nation” provisions that provide that if the Company offers terms, or any waivers, modifications or amendments, to any of the other signatories to the lock-up agreements, then it must offer such terms, waivers, modifications or amendments to the signatory of the non-altered lock-up agreement. Each lock-up agreement also contains a release and waiver of any and all claims the Company may have against the counterparty to such lock-up agreement, other than those arising primarily as a result of any material violation of law.

There is no material relationship between the Company or its affiliates and Anson, Hudson Bay or Ionic, other than in respect of the lock-up agreements between the Company and such parties described above, the previously disclosed prior lock-up agreements between the Company and each of Anson, Hudson Bay and Ionic that have since expired, the previously disclosed exercise agreement between the Company and Ionic and such parties’ ownership of Warrants and Preferred Stock. This description of the lock-up agreements does not purport to be complete and is qualified in its entirety by reference to the terms of lock-up agreements, which are attached hereto as Exhibits 10.2, 10.3 and 10.4 and are incorporated herein by this reference.

Lock-up Agreement with YA II PN, Ltd.

On December 17, 2018, the Company entered into a lock-up agreement (the “ Yorkville Lock-up Agreement ”) with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP and a Cayman Islands exempt company (“ Yorkville ”), which holds that certain previously disclosed Convertible Debenture, issued by the Company on April 9, 2018 (the “ Debenture ”), a warrant and a separate convertible note previously issued by the Company. The Yorkville Lock-up Agreement had an effective date of December 13, 2018. Under the Yorkville Lock-up Agreement, Yorkville agreed with the Company that until 11:59 p.m. on January 9, 2019, it would to refrain from selling, offering for sale or otherwise transferring any shares of the Company’s common stock, warrants or other securities of the Company. The Yorkville Lock-Up Agreement also contains a release and waiver of any and all claims the Company may have against the counterparty to such lock-up agreement, other than those arising primarily as a result of any material violation of law.

There is no material relationship between the Company or its affiliates and Yorkville other than in respect of the Yorkville Lock-up Agreement, the previously disclosed prior lock-up agreement between the Company and Yorkville that has since expired and the previously disclosed transaction pursuant to which Yorkville acquired the Debenture and the warrant to purchase Common Stock it holds and its ownership of other Company securities. This description of the Yorkville Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of Yorkville Lock-Up Agreement, which is attached hereto as Exhibit 10.5 and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
10.1		Exercise Agreement, dated as of December 17, 2018, between Airborne Wireless Network and Sabby Volatility Warrant Master Fund, Ltd.
10.2		Lock-up Agreement, dated as of December 12, 2018, between Airborne Wireless Network and Anson Funds Management LP
10.3		Lock-up Agreement, dated as of December 12, 2018, between Airborne Wireless Network and Hudson Bay Master Fund Ltd.
10.4		Lock-up Agreement, dated as of December 12, 2018, between Airborne Wireless Network and Ionic Ventures LLC
10.5		Lock-up Agreement, dated as of December 13, 2018, between Airborne Wireless Network and YA II PN, Ltd.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AIRBORNE WIRELESS NETWORK

Date: December 18, 2018		/s/ J. Edward Daniels
		J. Edward Daniels
		President, Treasurer and Secretary

EXHIBIT 10.1

WARRANT EXERCISE AGREEMENT

THIS WARRANT EXERCISE AGREEMENT (the “ Agreement ”) is made as of December 17, 2018 (the “ Effective Date ”) by and between AIRBORNE WIRELESS NETWORK (the “ Company ”) and Sabby Volatility Warrant Master Fund, Ltd. (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 .”

WHEREAS , the Company issued certain shares of its Series A Convertible Preferred Stock (“ Preferred Stock ”), Series 1 Warrants to purchase shares of its Preferred Stock, which expire on May 29, 2019 (the “ Series 1 Warrants ”), Series 2 Warrants to purchase shares of its Preferred Stock, which expire on May 29, 2019 (the “ Series 2 Warrants ”) and Series 3 Warrants to purchase shares of its Preferred Stock, which expire on May 29, 2019 (the “ Series 3 Warrants ,” together with the Series 1 Warrants and the Series 2 Warrants, the “ Warrants ” and collectively with the Preferred Stock and the Warrants, the “ Securities ”) in a public offering; and

WHEREAS , the Company and the Warrant Holder each agree to the exercise of Warrants hereunder subject to certain conditions set forth hereunder;

NOW THERFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency thereof is mutually acknowledged, the Parties agree as follows:

1. Exercise of Warrants . On the Effective Date or the first business day immediately thereafter, the Warrant Holder shall exercise a minimum of $90,000 of its Series 3 Warrants, provided, however , that as a condition to the Warrant Holder’s obligations hereunder, the Company shall have received duly executed lock-up agreements from all other holders of Securities, substantially in the form attached hereto as Exhibit A (each, a “ Lock-up Agreement ”), pursuant to which each such other holder of Securities agrees not to sell or transfer its Warrants, shares of Preferred Stock or shares of common stock of the Company during the period commencing on the date hereof and ending at 11:59 p.m. on January 9, 2019. The execution and delivery of duly executed Lock-up Agreements from each holder of Securities other than the Warrant Holder is a condition precedent to the effectiveness of this Agreement, and a failure by the other holders of the Securities to deliver such lock-up agreements will render this Agreement null and void ab initio and of no legal force and effect.

2. Company Standstill . The Company agrees that, without the prior written consent of the Warrant Holder, it will not, during the period commencing on the date hereof until 11:59 p.m. Eastern Time on January 9, 2019, directly or indirectly, (a) issue, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of or transfer (each a “ Transfer ”) any Relevant Security (as defined below) or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder) with respect to any Relevant Security. As used herein, the term “ Relevant Security ” means any Security, share of Common Stock, warrant to purchase any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for, shares of Preferred Stock, shares of Common Stock or any other equity security of the Company, except for any shares of Common Stock or Preferred Stock issued upon exercise of any options, warrants, convertible securities or other securities exercisable for, convertible into or exchangeable for shares of Common Stock or Preferred Stock that were outstanding on the date hereof.

3. Complete Agreement and Modifications . This Agreement represents the entire agreement between the Parties with respect to the subject matter set forth herein, and there are no understandings or agreements with respect thereto except as specifically stated in this Agreement. This Agreement supersedes the terms of any prior agreements between or among the Parties with respect to the subject set forth herein. The terms of this Agreement may not be modified except pursuant to a document signed by the Parties, and no right of any party may be waived except pursuant to a document signed by the Party expressly waiving that right.

4. Binding Agreement . No Party may assign this Agreement or its rights and obligations hereunder without the prior written consent of the other Parties. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns. By signing below, each Party acknowledges that it has read this Agreement, has had an opportunity to consult with its own independent counsel, and by signing below, voluntarily accepts the terms of this Agreement.

5. Applicable Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.

6. WAIVER OF JURY TRIAL . EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6 .

7. Severability . If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

8. Counterparts . This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

9. Authority . By signing below, each signatory represents and warrants that such signatory has the requisite authority to enter into this Agreement.

10. Representation as to Other Parties and Report of Form 8-K . The Company shall file a Current Report on Form 8-K on or before 9:30 am ET on the trading day immediately following the date hereof disclosing all material terms of this Agreement and the material terms of any of the Lock-Up Agreements and understandings and agreements with the other parties (written or otherwise) to the Lock-Ups that were entered into in connection therewith.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first set forth above.

SABBY VOLATILITY WARRANT MASTER FUND, LTD.

By: /s/ Robert Grundstein

Name: Robert Grundstein

Its: COO of Investment Manager

AIRBORNE WIRELESS NETWORK

By: /s/ Michael J. Warren

Name: Michael J. Warren

Its: Chief Executive Officer

[Signature Page to Warrant Exercise Agreement]

Exhibit A

Form of Lock-Up Agreement

EXHIBIT 10.2

LOCK-UP AGREEMENT

December 12, 2018

Airborne Wireless Network

4115 Guardian Street, Suite C

Simi Valley, California 93063

Re: Exercises of Warrants for Airborne Wireless Network Securities

Ladies and Gentlemen:

The undersigned is a holder of shares of Series A Convertible Preferred Stock (“ Preferred Stock ”), Series 1 Warrants to purchase shares of its Preferred Stock, which originally expired on August 29, 2018, extended to May 29, 2018 (the “ Series 1 Warrants ”), Series 2 Warrants to purchase shares of its Preferred Stock, which originally expired on November 29, 2018, extended to May 29, 2018 (the “ Series 2 Warrants ”) and Series 3 Warrants to purchase shares of its Preferred Stock, which expire on May 29, 2019 (the “ Series 3 Warrants ,” together with the Series 1 Warrants and the Series 2 Warrants, the “ Warrants ”, and together with the Preferred Stock, the “ Securities ”) and shares of common stock, par value $0.001 per share (“ Common Stock ”), of Airborne Wireless Network (the “ Company ”). The Company has entered into that certain Exercise Agreement (the “ Exercise Agreement ”), dated on or about the date hereof, by and between the Company and another holder of Securities (the “ Funding Holder ”) for the purposes of enhancing the predictability of the Company’s funding by agreeing that a certain minimum number of the Warrants of the Funding Holder will be exercised imminently. Concurrently herewith, the Company is entering into agreements with each holder of Securities other than the Funding Holder substantially in the form of this Lock-Up Agreement, mutatis mutandis (each such Lock-up Agreement, other than this Agreement, collectively, the “ Other Lock-Up Agreements ”). This agreement (this “ Lock-Up Agreement ”) shall only be effective as of the later of (a) the time of execution and delivery by the Company and each holder of Securities other than the Funding Holder and the undersigned (collectively, the “ Other Holders ”) of an Other Lock-Up Agreement and (b) the time of execution and delivery by the Company and the undersigned of this Lock-Up Agreement (such later date, the “ Effective Date ”).

In consideration of the Company’s agreement to enter into the Exercise Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Effective Date, the undersigned hereby agrees, solely for the benefit of the Company that, without the prior written consent of the Company, the undersigned will not, during the period specified in the following paragraph (the “ Lock-Up Period ”), directly or indirectly, unless otherwise provided herein, (a) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of or transfer (each a “ Transfer ”) any Relevant Security (as defined below) or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and the rules and regulations thereunder) with respect to any Relevant Security or otherwise enter into any swap, derivative or other transaction or arrangement that Transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by the delivery of Relevant Securities, other securities, cash or other consideration, or otherwise publicly disclose the intention to do so. As used herein, the term “ Relevant Security ” means any Security, share of Common Stock, warrant to purchase any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for, shares of Preferred Stock, shares of Common Stock or any other equity security of the Company, in each case owned beneficially or otherwise by the undersigned on the date hereof or acquired by the undersigned during the Lock-Up Period. Notwithstanding the foregoing, any Relevant Security may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by such Relevant Security and such pledge of such Relevant Security shall not be deemed to be prohibited by this Lock-Up Agreement.

The Lock-Up Period will commence on the Effective Date and continue until 11:59 p.m. on January 9, 2019.

In furtherance of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant Securities for which the undersigned is the record owner and the transfer of which would be a violation of this Lock-Up Agreement and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record owner, agrees that during the Lock-Up Period it will cause the record owner to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities to the extent such transfer would be a violation of this Lock-Up Agreement.

Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Relevant Securities:

(i) as a bona fide gift or gifts or

(ii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the undersigned, (2) to limited partners, limited liability company members or stockholders of the undersigned, or (3) in connection with a sale, merger or transfer of all or substantially all of the assets of the undersigned or any other change of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Lock-Up Agreement;

provided, in the case of clauses (i) and (ii), that (A) such transfer shall not involve a disposition for value, (B) the transferee agrees in writing with the Company to be bound by the terms of this Lock-Up Agreement, and (C) such transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made.

The Company shall, on or before 9:30 a.m., New York City time, on the first business day after the date hereof, issue a Current Report on Form 8-K attaching the form of this Lock-Up Agreement as an exhibit thereto (including all attachments, the “ 8-K Filing ”) disclosing all material terms of the transactions contemplated hereby and pursuant to the Exercise Agreement and the Other Lock-Up Agreements. From and after the filing of the 8-K Filing, the undersigned shall not be in possession of any material, nonpublic information received from the Company or any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the older or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company shall not, and shall cause its officers, directors, employees, affiliates and agents, not to, provide the undersigned with any material, nonpublic information regarding the Company from and after the date hereof without the express written consent of the undersigned. To the extent that the Company delivers any material, non-public information to the undersigned without the undersigned’s express prior written consent, the Company hereby covenants and agrees that the undersigned shall not have any duty of confidentiality to the Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. The Company shall not disclose the name of the undersigned in any filing other than the 8-K Filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. The Company understands and confirms that the undersigned will rely on the foregoing representations in effecting transactions in securities of the Company.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that this Lock-Up Agreement has been duly authorized (if the undersigned is not a natural person) and constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the successors and assigns of the undersigned from the date of this Lock-Up Agreement.

In exchange for the undersigned executing and delivering this Lock-Up Agreement and other good and valuable consideration, (i) the Company (and its parents, subsidiaries, affiliates, officers, directors, agents, assigns, representatives benefit plans and programs, servants and employees (each, a “ Related Party ”), as applicable, voluntarily, irrevocably and unconditionally release and forever discharge the undersigned (and any of its Related Parties) and each of their respective Related Parties) (collectively, the “ Released Parties ”) from any and all claims of any nature (including but not limited to claims, rights, demands, actions, suits, damages, losses, expenses, liabilities, indebtedness and causes of action), excluding any losses arising primarily as a result of any material violation by a Released Party of any U.S. state or federal securities law applicable to the Released Party (collectively, “ Claims ”), whether known or unknown, which the Company has or may have up to and including the date hereof against any Released Party.

This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery of the original hereof.

The obligations of the undersigned under this Lock-Up Agreement are several and not joint with the obligations of any Other Holder under any Other Lock-Up Agreement or under any other agreement, and the undersigned shall not be responsible in any way for the performance of the obligations of any Other Holder under any Other Lock-Up Agreement or under any other agreement. Nothing contained herein or in this Lock-Up Agreement, and no action taken by the undersigned pursuant hereto, shall be deemed to constitute the undersigned and the Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the undersigned and the Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Lock-Up Agreement and the Company acknowledges that the undersigned and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Lock-Up Agreement or any other Lock-Up Agreement. The Company and the undersigned confirm that the undersigned has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The undersigned shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Lock-Up Agreement, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose nor shall the undersigned have any right of enforcement or otherwise against any Other Holder related hereto.

The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that it will enforce the provisions of each Other Lock-Up Agreement in accordance with its terms and not waive any provisions thereof. If any party to any Other Lock-Up Agreement breaches any provision of such Other Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performance of the terms of such Other Lock-Up Agreement. Despite the foregoing prohibition, if any terms offered to any Other Holder with respect to hereto or any waiver, modification or amendment (or consent to permit any term or condition of this Lock-Up Agreement not to apply, in whole or in part, to any portion of any security) of any term offered to any Other Holder (each a “ Settlement Document ”), is or will be more favorable to such Other Holder than those of the undersigned and this Lock-Up Agreement, then (i) the Company shall provide notice thereof to the undersigned promptly following the occurrence thereof and (ii) the terms and conditions of this Lock-Up Agreement shall be, without any further action by the undersigned or the Company, automatically amended and modified in an economically and legally equivalent manner such that the undersigned shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Document, provided that upon written notice to the Company at any time the undersigned may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Lock-Up Agreement shall apply to the undersigned as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the undersigned. The provisions of this paragraph shall apply similarly and equally to each Settlement Document.

Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this letter agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this letter agreement or any transaction contemplated hereby.

This Lock-Up Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, letters and understandings relating to the subject matter hereof and are fully binding on the parties hereto.

This Lock-Up Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. This Lock-Up Agreement may be executed and accepted by facsimile or PDF signature and any such signature shall be of the same force and effect as an original signature.

The terms of this Lock-Up Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns. This Lock-Up Agreement may not be amended, modified or waived without the prior written consent of the parties hereto.

Very truly yours,

ANSON FUNDS MANAGEMENT LP

By: ANSON ADVISORS Inc.

Its: General Partner

By: /s/ Amin Nathoo

Name: Amin Nathoo

Its: Director

AGREED AND ACCEPTED BY:

AIRBORNE WIRELESS NETWORK

By: /s/ Michael J. Warren

Name: Michael J. Warren

Its: Chief Executive Officer

EXHIBIT 10.3

LOCK-UP AGREEMENT

December 12, 2018

Airborne Wireless Network

4115 Guardian Street, Suite C

Simi Valley, California 93063

Re: Exercises of Warrants for Airborne Wireless Network Securities

Ladies and Gentlemen:

The Lock-Up Period will commence on the Effective Date and continue until 11:59 p.m. on January 9, 2019.

Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Relevant Securities:

Very truly yours,

HUDSON BAY MASTER FUND LTD.

By: /s/ George Antonopoulos

Name: George Antonopoulos

Its: Authorized Signatory

AGREED AND ACCEPTED BY:

AIRBORNE WIRELESS NETWORK

By: /s/ Michael J. Warren

Name: Michael J. Warren

Its: Chief Executive Officer

EXHIBIT 10.4

LOCK-UP AGREEMENT

December 12, 2018

Airborne Wireless Network

4115 Guardian Street, Suite C

Simi Valley, California 93063

Re: Exercises of Warrants for Airborne Wireless Network Securities

Ladies and Gentlemen:

The Lock-Up Period will commence on the Effective Date and continue until 11:59 p.m. on January 9, 2019.

Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Relevant Securities:

Very truly yours,

IONIC VENTURES LLC

By: /s/ Keith Coulston

Name: Keith Coulston

Its: Partner

AGREED AND ACCEPTED BY:

AIRBORNE WIRELESS NETWORK

By: /s/ Michael J. Warren

Name: Michael J. Warren

Its: Chief Executive Officer

EXHIBIT 10.5

LOCK-UP AND WAIVER AGREEMENT

December 13, 2018

Airborne Wireless Network

4115 Guardian Street, Suite C

Simi Valley, California 93063

Re: Exercises of Warrants for Airborne Wireless Network Securities

Ladies and Gentlemen:

The undersigned is a holder of that certain Airborne Wireless Network Convertible Debenture, dated April 9, 2018 (the “ Debenture ”) and other debt instruments (each, a “ Note ,” and together, the “ Notes ”) issued by Airborne Wireless Network (the “ Company ”) that are convertible into shares of common stock, par value $0.001 per share (“ Common Stock ”), of the Company and certain warrants to purchase shares of Common Stock (the “ Warrants ,” and collectively with the Debenture, the Notes and shares of Common Stock, the “ Securities ”). The Company has entered into that certain Exercise Agreement (the “ Exercise Agreement ”), dated on or about the date hereof, by and between the Company and a holder of certain other securities of the Company (the “ Funding Holder ”) for the purposes of enhancing the predictability of the Company’s funding by agreeing that warrants held by the investors, other than the Funding Holder, in the Company’s May 29, 2018 public offering of securities (collectively, the “ Other Holders ”) will be exercised over a more predictable timeframe. Concurrently herewith, the Company is entering into lock-up agreements with each Other Holder (collectively, the “ Other Lock-Up Agreements ”).

As used herein, the term “ Relevant Security ” means any Security, warrant to purchase any other security of the Company or any other entity or any security that is convertible into, or exercisable or exchangeable for, shares of preferred stock, shares of Common Stock or any other equity security of the Company, in each case owned beneficially or otherwise by the undersigned on the date hereof or acquired by the undersigned during the Lock-Up Period. Notwithstanding the foregoing, any Relevant Security may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by such Relevant Security and such pledge of such Relevant Security shall not be deemed to be prohibited by this Lock-Up Agreement.

The Lock-Up Period will commence on the date hereof and continue until 11:59 p.m. on January 9, 2019.

Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Relevant Securities:

(i) as a bona fide gift or gifts, or

(ii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the undersigned, (2) to limited partners, limited liability company members or stockholders of the undersigned, or (3) in connection with a sale, merger or transfer of all or substantially all of the assets of the undersigned or any other change of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Lock-Up Agreement.

The Company shall, on or before 9:30 a.m., New York City time, on the first business day after the date hereof, issue a Current Report on Form 8-K attaching the form of this Lock-Up Agreement as an exhibit thereto (including all attachments, the “ 8-K Filing ”) disclosing all material terms of the transactions contemplated hereby and pursuant to the agreements being entered into with the Funding Holder and the Other Holders. From and after the filing of the 8-K Filing, the undersigned shall not be in possession of any material, nonpublic information received from the Company or any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the older or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company shall not, and shall cause its officers, directors, employees, affiliates and agents, not to, provide the undersigned with any material, nonpublic information regarding the Company from and after the date hereof without the express written consent of the undersigned. To the extent that the Company delivers any material, non-public information to the undersigned without the undersigned’s express prior written consent, the Company hereby covenants and agrees that the undersigned shall not have any duty of confidentiality to the Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. The Company shall not disclose the name of the undersigned in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. The Company understands and confirms that the undersigned will rely on the foregoing representations in effecting transactions in securities of the Company.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that this Lock-Up Agreement has been duly authorized and constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the successors and assigns of the undersigned from the date of this Lock-Up Agreement.

Very truly yours,

YA II PN, LTD.

By: Yorkville Advisors Global, LP

Its: Investment Manager

By: Yorkville Advisors Global II, LLC

Its: General Partner

By: /s/ David Gonzalez

Name: David Gonzalez

Its: Managing Member and General Counsel

AGREED AND ACCEPTED BY:

AIRBORNE WIRELESS NETWORK

By: /s/ Michael J. Warren

Name: Michael J. Warren

Its: Chief Executive Officer

	(i)	as a bona fide gift or gifts or

	(ii)	if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the undersigned, (2) to limited partners, limited liability company members or stockholders of the undersigned, or (3) in connection with a sale, merger or transfer of all or substantially all of the assets of the undersigned or any other change of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Lock-Up Agreement;

	(i)	as a bona fide gift or gifts, or

	(ii)	if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the undersigned, (2) to limited partners, limited liability company members or stockholders of the undersigned, or (3) in connection with a sale, merger or transfer of all or substantially all of the assets of the undersigned or any other change of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Lock-Up Agreement.