Airborne Wireless Network (ABWN)

[beer$$money]

ABWN TV Commercials are required to support a clause in aquisition of the First Patent requiring ABWN to spend a certain amount of money to Market the Patent and to establish a Geographical marketing area in support of the Non-Competition Agreement with Mynaric!

https://www.ispot.tv/brands/n2D/airborne-wireless-network

On October 20, 2015, our current President, Treasurer and Secretary, J. Edwards Daniels, acquired control of the Company by purchasing from Lawrence Chenard, our former president, 84,400,000 shares of our common stock for a purchase price of $250,000 (80,000,000 of which shares were delivered by Mr. Daniels to the Company for cancellation without consideration in August 2016). At the time of this acquisition, the Company was a “shell company” within the meaning of the rules of the Securities and Exchange Commission (the “ SEC ”).



On May 19, 2016, we changed our name to “Airborne Wireless Network” to better align our name with our intention to develop and deliver next generation global connectivity.



On August 3, 2016, we acquired from Apcentive, Inc. (“ Apcentive ”) all of Apcentive’s right, title and interest in and to U.S. Patent No. 6,285,878 B1 and all related support materials, continuations, amendments, updates and contemplated updates and amendments and the trademark “Infinitus Super Highway.” In exchange for that patent and trademark, we issued to Apcentive a number of shares of our common stock and agreed to pay Apcentive a future royalty equal to 1.5% of the net cash we receive from the promotion, marketing, sale, licensing, distribution and other exploitation of that patent.

Infinitus will be based principally on a United States patent that we acquired in August 2016. The patent gives the holder the exclusive right in the United States and countries honoring United States patents to create a fully meshed, high-speed broadband wireless network by linking commercial aircraft in flight. We also filed a patent application on July 25, 2017 seeking exclusive rights to our method of synchronizing laser links between aircraft in flight, which we believe, if obtained, will be instrumental in making Infinitus operate successfully.

Our initial market will be the continental United States. For the United States, we currently estimate that our Infinitus network would require a minimum of approximately 30 equipped aircraft to establish a coast-to-coast connection. We believe we will need to have our equipment installed on approximately 500 to 600 aircraft to achieve redundancy and obtain an industry acceptable 90%-plus standard connectivity rate.

In furtherance of this objective, on January 9, 2017, we entered into a Marketing Memorandum of Understanding with Air Lease Corporation, a leading aircraft leasing company principally engaged in purchasing and leasing commercial aircraft to its airline customers worldwide, as our marketing agent to arrange for airlines to install our equipment on their aircraft. Air Lease Corporation has more than 200 aircraft presently leased to over 80 customers worldwide. Under the terms of the agreement, Air Lease Corporation agreed to market Infinitus to airlines within the continental U.S

We regard our intellectual property as important to our success. We plan to rely on trademark, copyright and patent law, trade secret protection and confidentiality agreements with our employees, vendors, airlines, consultants and others to protect our proprietary rights.

We will be required to issue 20 million shares of common stock to Apcentive if in the three years ending August 3, 2019 we do not spend certain amounts on matters relating to our patent and the “Infinitus Super Highway” trademark acquired from Apcentive, Inc.



The purchase agreement by which we acquired our patent and “Infinitus Super Highway” trademark provides that we must issue an additional 20 million shares of common stock to Apcentive if we do not spend, on matters relating to the patent and trademark, a cumulative total of $5 million on or before August 3, 2019. The purchase agreement requires that we spend at least $1 million on or before August 3, 2017 (which goal has been met), a total of at least $2 million on or before August 3, 2018 and a total of at least $5 million on or before August 3, 2019.
The issuance of these shares would be very dilutive to stockholders.

https://backend.otcmarkets.com/otcapi/company/sec-filings/12383183/content/html

Airborne Wireless Network and ViaLight Communications Sign Design and Manufacturing Services Agreement
ViaLight to assist in the development of Airborne Wireless Network's hybrid radio frequency laser based communication system
Agreement to accelerate development of Airborne Wireless Network's Infinitus Super HighwayTM
PR Newswire

SIMI VALLEY, Calif., Aug. 15, 2017

SIMI VALLEY, Calif., Aug. 15, 2017 /PRNewswire/ -- Airborne Wireless Network (OTC QB: ABWN) is pleased to announce that on August 11, 2017 it entered into a design and manufacturing services agreement with ViaLight Communications, GmbH, a developer of laser based high-speed communication products.




ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT



As of August 11, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”), entered into a design and manufacturing services agreement with ViaLight Communications, GmbH (ViaLight”), a developer of laser based high-speed communication products (“Design and Manufacturing Agreement”). Pursuant to the Design and Manufacturing Agreement, the Company and ViaLight shall collaborate in the development of a certain custom hybrid frequency-laser based communication system product(s) for use by the Company in connection with the Company’s existing proprietary technology (for use by the Company in connection with the Company’s ongoing development of the Airborne Wireless Network’s Infinitus Information Super Highway, linking land based wireless communications systems to aircraft and/ or ground stations). The specific pricing, payment specifications and delivery requirements of each product and equipment delivery (“Product”) under the Design and Manufacturing Services shall be contained in a written purchase order (“Specific Product Terms”) Among other things, in addition to these Specific Product Terms, the Design and Manufacturing Agreement provides for the system of placing and finalizing Product orders, engineering change orders, Product delivery parameters, reporting, communication, Product quality control, respective intellectual property rights of the parties, non-competition/non-solicitation, and cancellation rights. The Design and Manufacturing Services Agreement is for a term of five (5) years from the Effective Date, with automatic renewals for additional one (1) year periods (on the same terms), with at least one (1) year notice.


NON-COMPETITION AND NON-SOLICITATION






27.1. Non-Competition. During the term of this Agreement and for a period of twelve (12) months after the termination or expiration of this Agreement (the “Non-Competition Period”), ViaLight shall not, and shall cause each of its Affiliates not to, directly or indirectly, anywhere in the United States or within any other geographical area or territory in the world where ABWN’s Products and Services are promoted, marketed, sold, distributed or used, engage in the business of owning, licensing, developing, marketing, manufacturing, producing, selling or distributing products and services that compete with ABWN’s Products and Services and the application of ABWN’s commercial manned aircraft to manned aircraft airborne mesh network up to 12km altitude.

https://backend.otcmarkets.com/otcapi/company/sec-filings/12235254/content/html#ATLW_EX101_HTM