14% DEBENTURE DUE August 14, 2013

EX-10.10 2 v226256_ex10-10.htm Unassociated Document

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Original Issue Date: June 3, 2011

14% DEBENTURE

DUE August 14, 2013

THIS DEBENTURE is one of a series of duly authorized and validly issued Debentures of Pet Airways, Inc., an Illinois corporation (the “Company”), having its principal place of business at 777 E. Atlantic Ave, #C2-264, Delray Beach, FL 33483, designated as its Debenture due August 2013 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

This Debenture and the attached common stock purchase warrant (the “Warrant”) is being issued to Forté Capital Partners, LLC or its registered assigns (the “Holder”) by the Company in exchange for the Holder’s 14% debenture in the principal amount of $250,000 issued June 18, 2010 by Pet Airways, Inc., a Florida corporation, which is the wholly-owned subsidiary of the Company (the “Original Debenture”). Other than the extension of the maturity date, the increase in principal amount, and the issuance of the Warrant, the parties do not intend to change any of the rights and obligations under, or arising out of, the Original Debenture through the issuance of this Debenture.

FOR VALUE RECEIVED, the Company promises to pay the Holder, or shall have paid pursuant to the terms hereunder, the principal sum of $350,000 plus accrued but unpaid interest since June 18, 2010 on the Original Debenture on August 14, 2013 (the “Maturity Date”) or such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture in accordance with the provisions hereof.

This Debenture is subject to the following additional provisions:

Section 1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:

“Bankruptcy Event” means any of the following events: (a) the Company or any subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any subsidiary thereof; (b) there is commenced against the Company or any subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement; (c) the Company or any subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d) the Company or any subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment; (e) the Company or any subsidiary thereof makes a general assignment for the benefit of creditors; (f) the Company or any subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or (g) the Company or any subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Business Day” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Change of Control Transaction” means the occurrence after the date hereof of any of (i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), or (ii) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, or (iii) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, or (iv) a replacement at one time or within a one year period of more than one-half of the members of the Company’s board of directors which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof), or (v) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (i) through (iv) above.

“Common Stock” means the common stock of the Company.

“Conversion Shares” means Common Stock issued pursuant to a conversion or prepayment of the principal amount of this Debenture, under Sections 3 or 5, respectively.

“Debenture Register” has the meaning set forth in Section 3(b).

“Event of Default” has the meaning set forth in Section 7.

“Exchange Act” means the Securities Exchange Act of 1934.

“Interest Notice Period” has the meaning set forth in Section 3(a).

“Interest Payment Date” has the meaning set forth in Section 3(a).

“Late Fees” has the meaning set forth in Section 3(c).

“Optional Redemption” has the meaning set forth in Section 6(a).

“Optional Redemption Amount” has the meaning set forth in Section 5(a).

“Optional Redemption Date” has the meaning set forth in Section 5(a).

“Optional Redemption Notice” has the meaning set forth in Section 5(a).

“Optional Redemption Notice Date” has the meaning set forth in Section 5(a).

“Original Issue Date” means May 23, 2011.

“Permitted Indebtedness” means (a) the Indebtedness existing on the Original Issue Date, (b) lease obligations and purchase money indebtedness incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets (c) indebtedness that (i) is expressly subordinate to the Debentures pursuant to a written subordination agreement and (ii) matures at a date later than the Maturity Date and (d) indebtedness in an amount not to exceed the principal sum of U.S. $500,000 incurred in the ordinary course of business.

“Permitted Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established in accordance with GAAP; (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien; and (c) Liens incurred in connection with Permitted Indebtedness.

“Purchase Agreement” means the Subscription Agreement, dated as of August 13, 2010, among the Company and the original Holders, as amended, modified or supplemented from time to time in accordance with its terms.

“Securities Act” means the Securities Act of 1933.

“Trading Day” means a day on which the principal Trading Market is open for business.

“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board.

“Transaction Documents” means the Purchase Agreement and any other agreements entered into in connection therewith.

Section 2. Payments

a) Principal Payments. The principal amount of this Debenture shall be payable on the Maturity Date.

b) US Dollars. All payments of principal and Interest shall be made in United States dollars, without right of setoff.

c) Payment of Interest. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 14% per annum plus accrued interest on the 14% Debenture, payable quarterly on January 1, April 1, July 1 and October 1 and on the Maturity Date (each such date, an “Interest Payment Date”) (if any Interest Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day), in cash or, at the Company’s election, in Common Stock. For purposes of the payment of interest in shares of the Common Stock, such shares shall be valued at $0.40 per share (adjusted to reflect subsequent stock dividends, stock splits, combinations or recapitalizations).

d) Interest Calculations. Interest shall be calculated on the basis of a 365-day year, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, and other amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this Debenture is registered on the records of the Company regarding registration and transfers of this Debenture (the “Debenture Register”).

e) Late Fee. All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the lesser of 14% per annum or the maximum rate permitted by applicable law (“Late Fees”) which shall accrue daily from the date such interest is due hereunder through and including the date of payment in full.

f) Prepayment. The Company may prepay all or any portion of the principal amount of this Debenture at any time prior to the Maturity Date without the prior consent of the Holder as set forth in Section 5 of this Debenture.

g) Payment for Taxes. Any and all payments by the Company for interest to or for the account of the Holder under this Debenture shall be made free and clear of and without deduction for any U.S. taxes, except as required by applicable law. If the Company shall be required by any applicable law to deduct any Taxes from or in respect of any interest payable under this Debenture to the Holder, (i) the Company shall make such deductions, (ii) the Company shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, and (iii) as promptly as practicable after the date of such payment, the Company shall furnish to the Holder the original or a certified copy of a receipt evidencing payment thereof.

Section 3. Conversion.

a) Conversion at the Option of Holder. All or a portion of the outstanding principal amount of and all accrued unpaid interest under this Debenture shall be convertible at the option of the Holder into that number of shares of the Common Stock as is determined by dividing such principal amount and accrued and unpaid interest by $0.40 per share (as adjusted to reflect subsequent stock dividends, stock splits, combinations or recapitalizations, the “Conversion Price”). Before Holder shall be entitled to convert this Debenture into shares of Common Stock under this Section 3(a), it shall surrender this Debenture, duly endorsed, at the office of the Company and shall give written notice to the Company at its principal corporate office, of the election to convert the same pursuant to this Section, and shall state therein the amount of the unpaid principal amount of this Debenture to be converted and the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver at such office to Holder a certificate or certificates for the number of shares of Common Stock to which Holder shall be entitled upon conversion (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company), together with a replacement Debenture (if any principal amount is not converted) and any other securities and property to which Holder is entitled upon such conversion under the terms of this Debenture. The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Debenture, and the Person or Persons entitled to receive the shares of Common Stock upon such conversion shall be treated for all purposes as the record Holder or Holders of such shares of Common Stock as of such date. This Debenture does not by itself entitle the Holder to any voting rights or other rights as a shareholder of the Company. In the absence of conversion of this Debenture, no provisions of this Debenture, and no enumeration herein of the rights or privileges of the Holder, shall cause the Holder to be a shareholder of the Company for any purpose.

b) Fractional Shares; Interest; Effect of Conversion. No fractional shares shall be issued upon conversion of this Debenture. In lieu of the Company issuing any fractional shares to Holder upon the conversion of this Debenture, the Company shall pay to Holder an amount equal to the product obtained by multiplying the conversion price by the fraction of a share not issued pursuant to the previous sentence. Upon conversion of this Debenture in full and the payment of any amounts specified in this Section 3(b), the Company shall be forever released from all its obligations and liabilities under this Debenture.

c) Adjustment Provisions. The number and character of shares of Common Stock issuable upon conversion of this Debenture (or any shares of stock or other securities or property at the time receivable or issuable upon conversion of this Debenture) and the Conversion price therefore, are subject to adjustment upon occurrence of the following events between the date this Debenture is issued and the date it is converted:

i) Adjustment for Stock Splits, Stock Dividends, Recapitalizations, etc. If the conversion is made under Section 3(a) above, the Conversion Price of this Debenture and the number of shares of stock issuable upon conversion of this Debenture (or any shares of stock or other securities at the time issuable upon conversion of this Debenture) shall each be proportionally adjusted to reflect any stock dividend, stock split, reverse stock split, reclassification, recapitalization or other similar event affecting the number of outstanding shares of Common Stock (or such other stock or securities).

ii) Adjustment for Other Dividends and Distributions. In case the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution payable with respect to the capital stock that is payable in (a) securities of the Company (other than issuances with respect to which adjustment is made under Section 3(c)(i), or (b) assets (other than cash dividends paid or payable solely out of retained earnings), then, and in each such case, the Holder, upon conversion of this Debenture at any time after the consummation, effective date or record date of such event, shall receive, in addition to the shares of Common Stock issuable upon such exercise prior to such date, the securities or such other assets of the Company to which the Holder would have been entitled upon such date if the Holder had converted this Debenture immediately prior thereto (all subject to further adjustment as provided in this Debenture)

iii) Conversion of Stock. In case all the authorized Common Stock of the Company is converted, pursuant to the Company’s Certificate of Incorporation, into other securities or property or the Common Stock otherwise ceases to exist, then, in such case, the Holder, upon conversion of this Debenture at any time after the date on which the Common Stock is so converted or ceases to exist (the “Termination Date”), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date (the “Former Number of Shares of Common Stock”), the stock and other securities and property which the Holder would have been entitled to receive upon the Termination Date if the Holder had converted this Debenture with respect to the Former Number of Shares of Common Stock immediately prior to the Termination Date (all subject to further adjustment as provided in this Debenture).

iv) Notice of Adjustments. The Company shall promptly give written notice of each adjustment or readjustment of the Conversion Price or the number of shares of Common Stock or other securities issuable upon conversion of this Debenture. The notice shall describe the adjustment or readjustment and show in reasonable detail the facts on which the adjustment or readjustment is based

v) No Change Necessary. The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of shares of Common Stock issuable upon its conversion

d) Reservation of Stock. If at any time the number of shares of Common Stock or other securities issuable upon conversion of this Debenture shall not be sufficient to effect the conversion of this Debenture, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock or other securities issuable upon conversion of this Debenture as shall be sufficient for such purpose.

Section 4. Registration of Transfers and Exchanges.

a) Different Denominations. This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by the Holder surrendering the same. A service charge may be payable for such registration of exchange.

b) Investment Representations. This Debenture has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

c) Reliance on Debenture Register. Prior to due presentment for transfer to the Company of this Debenture, the Company and any agent of the Company may treat the Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 5. Company Right to Prepay. Holders’ Right to Demand Prepayment.

a) Optional Prepayment at Election of Company. At any time after the Original Issuer Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its election to prepay all, or less than all (such amount the “Optional Redemption Amount”), of the then outstanding principal amount of this Debenture. The Optional Redemption amount may be paid only in Common Stock, so long as the Common Stock is trading at greater than $0.40 per share on an Exchange as of the Optional Redemption Notice Date. Payment of the Optional Redemption Amount shall occur no later than the 5th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date.

b) Prepayment Procedure. The payment Common Stock pursuant to an Optional Redemption shall be payable on the Optional Redemption Date. If any portion of the Optional Redemption Amount shall not be paid by the Company by the Optional Redemption Date, interest shall accrue thereon at an interest rate equal to the lesser of 8% per annum or the maximum rate permitted by applicable law until such amount is paid in full.

c) Holder’s Right to Demand Prepayment. Pursuant to the rights granted to Holder upon the occurrence of an Event of Default as set forth under Section 8 below, Holder has the right to require that the Company pay all principal and accrued interest on the Debentures.

Section 6. Reserved Shares. The Company shall reserve an adequate number of shares of Common Stock for conversion of this Debenture.

Section 7. Negative Covenants. As long as any portion of this Debenture remains outstanding, unless the holders of at least 66% in principal amount of the then outstanding Debentures shall have otherwise given prior written consent, the Company shall not and shall not permit any of its subsidiaries (whether or not a subsidiary on the Original Issue Date and whether or not any subsidiary is wholly owned or only majority owned) to, directly or indirectly:

a) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

c) amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder;

d) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common Stock Equivalents other than as to (a) repurchases of Common Stock or Common Stock Equivalents of departing officers and directors of the Company, provided that such repurchases shall not exceed an aggregate of $500,000 for all officers and directors during the term of this Debenture; or

e) pay cash dividends or distributions of any kind on any equity securities of the Company, whether such securities are outstanding on the date hereof or issued at any time that the principal an interest on this Debenture remains unpaid;

f) enter into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for board approval); or

g) enter into any agreement with respect to any of the foregoing.

Section 8. Events of Default.

a) “Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

i. any default in the payment of the principal amount or interest on any Debenture, as and when the same shall become due and payable, which default is not cured within 3 Trading Days;

ii. the Company shall fail to observe or perform any other covenant or agreement contained in the Debentures or the Purchase Agreement which failure is not cured, if possible to cure, within 10 Trading Days after notice of such failure sent by the Holder;

iii. the Company shall be subject to a Bankruptcy Event; or

iv. the Company shall be a party to any Change of Control Transaction.

b) Remedies Upon Event of Default.

(i) If any Event of Default occurs, subject to Section 7(b)(ii), the outstanding principal amount of this Debenture, plus accrued but unpaid interest, shall become, at the Holder’s election, immediately due and payable in cash. Upon the payment in full of the outstanding principal amount of this Debenture, plus accrued but unpaid interest, the Holder shall promptly surrender this Debenture to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

(ii) The Holders, of 66% of the outstanding principal amount of Debentures, shall have the right to waive any Event of Default, except for the obligation to pay principal or interest.

Section 9. Miscellaneous.

a) Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any notice of transfer by the Holder, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth on the signature page to this Debenture, or such other facsimile number or address as the Company may specify for such purpose by notice to the Holder delivered in accordance with this Section 8. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Company, or if no such facsimile number or address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section 8 prior to 5:30 p.m. (New York City time), (ii) the date immediately following the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section 8 between 5:30 p.m. (New York City time) and 11:59 p.m. (New York City time) on any date, (iii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

b) Absolute Obligation. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and accrued interest, as applicable, on this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of the Company. This Debenture ranks pari passu with all other Debentures now or hereafter issued under the terms set forth herein.

c) Lost or Mutilated Debenture. If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, reasonably satisfactory to the Company.

d) Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings in equity or at law concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be held in the City of New York, Borough of Manhattan, United States of America in arbitration before the International Chamber of Commerce and shall be determined by three arbitrators, and otherwise held in accordance with its rules. Each party shall choose one arbitrator and the two arbitrators shall choose the third. The third arbitrator so chosen shall have a background in either corporate finance, banking or law. The arbitration shall be conducted in the English language and the arbitration award shall include the allocation of costs and expenses among the parties. The arbitration ruling shall be final and binding.

e) Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Company or the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver by the Company or the Holder must be in writing.

f) Severability. If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

g) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

h) Headings. The headings contained herein are for convenience only, do not constitute a part of this Debenture and shall not be deemed to limit or affect any of the provisions hereof.

i) Assumption. Any successor to the Company or any surviving entity in a Change of Control Transaction shall (i) assume, prior to such transaction, all of the obligations of the Company under this Debenture and the other Transaction Documents pursuant to written agreements in form and substance satisfactory to the Holder (such approval not to be unreasonably withheld or delayed) and (ii) if the successor or surviving entity is a legal entity other than that of the Company, issue to the Holder a new debenture of such successor entity evidenced by a written instrument substantially similar in form and substance to this Debenture, including, without limitation, having a principal amount and interest rate equal to the principal amount and the interest rate of this Debenture and having similar ranking to this Debenture, which shall be satisfactory to the Holder (any such approval not to be unreasonably withheld or delayed). The provisions of this Section 8(i) shall apply similarly and equally to successive Change of Control Transactions and shall be applied without regard to any limitations of this Debenture.

j) Release and Consent. In exchange for increasing the principal amount of the Debenture, the Holder hereby releases any and all claims against the Company and its affiliates relating to the Company’s obligation to register Common Stock with the Securities and Exchange Commission under the subscription agreement entered into between the Company and the Holder for the Original Debenture.

*********************

IN WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by a duly authorized officer as of the date first above indicated.

	PET AIRWAYS, INC.

	By:
		Name:
		Title:
	Address for delivery of Notices: Pet Airways, Inc. 777 E. Atlantic Ave, #C2-264 Delray Beach, FL 33483

AGREED AND ACKNOWLEDGED:

Forté Capital Partners, LLC

By:________________________________

Name:

Title: