WRITING AND
SHALL BE DEEMED TO HAVE BEEN GIVEN AT THE TIME PERSONALLY DELIVERED OR FIVE DAYS
AFTER BEING DEPOSITED IN THE UNITED STATES MAIL ENCLOSED IN A REGISTERED OR
CERTIFIED POSTAGE PREPAID ENVELOPE AND ADDRESSED TO THE ADDRESSES SET FORTH
BELOW, OR TO SUCH OTHER ADDRESS AS ANY PARTY MAY SPECIFY BY NOTICE TO THE OTHER
PARTY; PROVIDED, HOWEVER, THAT ANY NOTICE OF CHANGE OF ADDRESS SHALL BE
EFFECTIVE ONLY UPON RECEIPT.
To the Company:
SkyPostal, Inc.
7805 NW 15th Street,
Miami, FL 33126
To the Executive:
A.J. Hernandez
7440 SW 115 St
Miami, FL 33356
With a copy to :
Hunton & Williams
1111 Brickell Avenue, Suite 2500
Miami, Florida 33131
Attn : Abigail C. Watts-FitzGerald, Esq.
(H)
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT IS HELD TO BE INVALID, VOID OR UNENFORCEABLE BY A COURT OF COMPETENT
JURISDICTION, SUCH INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY
AND ENFORCEABILITY OF THE OTHER PROVISIONS OF THIS AGREEMENT AND THE PROVISION
HELD TO BE INVALID OR UNENFORCEABLE SHALL BE ENFORCED AS NEARLY AS POSSIBLE
ACCORDING TO ITS ORIGINAL TERMS AND INTENT TO ELIMINATE SUCH INVALIDITY OR
UNENFORCEABILITY.
(I)
GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO THE CONFLICTS OF
LAW PRINCIPLES THEREOF.
(J)
DEFINITIONS.
FOR PURPOSES HEREOF,
(I) AN "AFFILIATE" OF ANY PERSON MEANS ANY PERSON OR GROUP (NOW OR HEREAFTER
EXISTING) CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH, THE SPECIFIED
PERSON OR ENTITY. AND "CONTROL" OF A PERSON OR ENTITY (INCLUDING, WITH
CORRELATIVE MEANING, THE TERMS "CONTROL BY" AND "UNDER COMMON CONTROL WITH")
MEANS THE POSSESSION, DIRECT OR INDIRECT, OF THE POWER TO DIRECT OR CAUSE THE
DIRECTION OF THE MANAGEMENT AND POLICIES OF AN ENTITY OR INDIVIDUAL, WHETHER
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THROUGH THE OWNERSHIP OF VOTING SECURITIES, BY CONTRACT, OR OTHERWISE, AND
(II) A "PERSON" MEANS ANY INDIVIDUAL, PARTNERSHIP, FIRM, TRUST, ASSOCIATION,
CORPORATION, JOINT VENTURE, JOINT STOCK COMPANY, UNINCORPORATED ORGANIZATION,
LIMITED LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, GOVERNMENTAL AUTHORITY
OR OTHER ENTITY OR ORGANIZATION.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement
as of the date set forth above.
SkyPostal, Inc.
By:
Name:
Albert P. Hernandez
Title:
Chief Executive Officer
Executive:
A.J. Hernandez
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