THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL
OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.
CONVERSION
AGREEMENT
THIS CONVERSION AGREEMENT (the “
Agreement ”), dated as of May 5, 2009 is
made by and between Sanswire Corp., a Delaware corporation (“
Company ”), and Daniyel Erdberg the Vice President of
Operations of the Company (“ Employee
”).
WHEREAS, the Company owes Employee wages in
arrears representing the pay period from July 1, 2008 to April 3,
2009 for a total of $121,487.99 (the “ Wages ”);
and
WHEREAS, the Company and the Employee wish to
convert $121,487.99 of the Wages (the “ Conversion
Wages ”) into Series E Preferred Stock, par value $0.001
per share (“ Preferred Stock ”), of the
Company, which rights and preferences are set forth in that certain
Statement of Designation, Powers, Preferences and Rights of Series
E Preferred Stock attached hereto as Exhibit A ;
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which the parties
hereby acknowledge the parties agree as follows:
1. Conversion Wages . The Company and
Employee hereby agree that Conversion Wages shall convert into
19,407 shares of the Company’s Preferred Stock (“
Conversion Shares ”).
2. Closing . Closing shall occur upon
execution of this Agreement by both parties. Within ten
(10) business days of Closing, the Company shall deliver a
certificate representing the Conversion Shares to
Employee.
3. Further Assurances . In connection
with the Conversion Wages, the Employee, by entering into this
Conversion Agreement, agrees to execute all agreements and other
documents as reasonably requested by the Company.
4. Employee Representations and Warranties
and Covenants . The Employee represents, warrants and covenants
to the Company as follows:
a. No Registration . The Employee
understands that the Conversion Shares, nor the shares of common
stock issuable upon conversion of the Conversion Shares (the
“ Common Shares ”) have not been, and will not
be, registered under the Securities Act of 1933, as amended (the
“ Securities Act ”) by reason of a specific
exemption from the registration provisions of the Securities Act,
the availability of which depends upon, among other things, the
bona fide nature of the investment intent and the accuracy of such
Employee’s representations as expressed herein or otherwise
made pursuant hereto.
b. Investment Intent . The Employee is
acquiring the Conversion Shares for investment for his own account,
not as a nominee or agent, and not with the view to, or for resale
in connection with, any distribution thereof, and such Employee has
no present intention of selling, granting any participation in, or
otherwise distributing the same. The Employee further represents
that it will not violate the Securities Act and does not have any
contract, undertaking, agreement or arrangement with any person or
entity to sell, transfer or grant participation to such person or
entity or to any third person or entity with respect to the
Conversion Shares.
c. Investment Experience . The Employee
has substantial experience in evaluating and investing in private
placement transactions of securities in companies similar to the
Company and acknowledges that the Employee can protect its own
interests. The Employee has such knowledge and experience in
financial and business matters so that such Employee is capable of
evaluating the merits and risks of its investment in the
Company.
d. Speculative Nature of
Investment . Such Employee understands and acknowledges that
the Company has a limited financial and operating history and that
an investment in the Company is highly speculative and involves
substantial risks. Such Employee can bear the economic risk of such
Employee’s investment and is able, without impairing such
Employee’s financial condition, to hold the Conversion Shares
for an indefinite period of time and to suffer a complete loss of
such Employee’s investment.
e. Accredited Investor . The Employee is
an “accredited investor’ within the meaning of
Regulation D, Rule 50 1(a), promulgated by the Securities and
Exchang
