Subscription
Agreement
Fort
Lauderdale, FL 33301
1.
Subscription. Sanswire Corp., a Delaware
corporation (the “Company”), hereby agrees to issue,
and the undersigned subscriber (the “Purchaser”) hereby
agrees to purchase, 1,223,895 shares of common stock of the Company
(the “Shares”), and the Warrants (defined
below), subject to the terms and conditions set forth herein. The
Shares and the Warrants are being issued by the Company in
consideration of the payment of the Purchase Price (defined
below), the receipt and sufficiency of which is hereby
acknowledged.
(a)
Total Purchase Price . The total purchase price of
the Shares is €100,000. The total purchase price
shall be paid to TAO Technologies GmbH with TAO Technologies
crediting such payment to Sanswire Corp. for payments due under the
agreement between TAO and GlobeTel/Sanswire Corp. on or about June
3, 2008.
(b)
Warrants .
On
the Closing Date (defined below), the Purchaser shall receive the
following two year common stock purchase warrants (collectively,
the “Warrants”): one Class A Warrant to purchase
611,948 shares of the Company’s Common Stock at $.21 per
share and one Class B Warrant to purchase 611,948 shares of
the Company’s Common Stock at $.315 per share, each in the
form as annexed hereto as Exhibits A and B,
respectively.
(i) Upon
the execution hereof by the parties hereto, the Purchaser shall pay
the Purchase Price to the Company. The date
of execution of this Subscription Agreement by the parties hereto
shall be referred to herein as the “Closing
Date”.
(ii) Upon
receipt of the Purchase Price, the Company shall deliver to the
Purchaser a stock certificate for the Shares and the
Warrants, each duly executed by the Company.
2.
Representations, Warranties, Covenants and Agreements of the
Purchaser . In order to induce the Company to execute and
deliver this Subscription Agreement and to issue and sell the
Shares to the Purchaser, the Purchaser represents and warrants to,
and covenants and agrees with, the Company as follows:
(a) The
Purchaser acknowledges that the offer, issuance and sale to it of
the Shares is intended by the Company to be exempt from the
registration requirements of the Securities Act of 1933, as amended
(the “Act”), and as such the Shares have not
been registered with the Securities and Exchange Commission (the
“Commission”).
(b) The
Purchaser represents and warrants to the Company that the
Purchaser has had the opportunity to ask questions of,
and to receive answers from the officers and employees of the
Company concerning the Company and its business, affairs and
operations, and the transactions contemplated by this Subscription
Agreement. The Purchaser acknowledges that the Company's officers
and employees have answered all inquiries made on behalf of the
Purchaser in connection herewith to the satisfaction of the person
or persons making such inquiry.
(c) The
Purchaser represents and warrants to the Company that the Purchaser
has such knowledge and experience in financial and business matters
that it is capable of understanding the information provided to it
by the Company and of evaluating the merits and risks of its
investment in the Shares.
(d) The
Purchaser represents and warrants to the Company that the Shares
are not being acquired by the Purchaser with a view to, or for
resale in connection with, any “distribution” within
the meaning of the Act.
(e) The
Purchaser acknowledges that the Shares have not been registered
under the Act. The Purchaser acknowledges and agrees that, as such,
the Shares cannot be sold, assigned, transferred, conveyed, pledged
or otherwise disposed of unless they are registered under the Act
or an exemption from such registration is available. The Purchaser
acknowledges that an opinion of legal counsel to the Company is
required in connection with any sale, assignment, transfer,
conveyance, pledge or other disposition of the Shares and that no
such opinion will be given by such legal counsel unless and until
such counsel receives satisfactory evidence that the sale,
assignment, transfer, conveyance, pledge or other disposition of
the Shares complies with applicable law (the effective Registration
Statement referred to in Section 4 hereof shall be satisfactory
evidence for such purposes).
(f) The
Purchaser acknowledges that any and all certificates representing
the Shares or the Warrants will bear the following
legend:
THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE ACT”), OR ANY STATE
SECURITIES ACT. RATHER, THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
PROVISIONS OF THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE
MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED OR
OTHERWISE DISPOSED OF UNLESS THEY ARE REGISTERED UNDER THE ACT OR
AN EXEMPTION THEREFROM IS AVAILABLE IN THE OPINION OF COUNSEL TO
THE ISSUER.
(g) The
Purchaser represents and warrants to the Company that (i) it has
full power and authority to execute and deliver this Subscription
Agreement, (ii) this Subscription Agreement has been duly and
validly executed and delivered by the Purchaser and constitutes the
legal, valid and binding obligation of the Purchaser and (iii) this
Subscription Agreement is enforceable against the Purchaser in
accordance with its terms.
(h) The
Purchaser acknowledges that the Company has offered and may offer
to sell its securities to other purchasers on terms different
herefrom, and that the Purchaser has specifically negotiated the
terms of this transaction with the Company.
3.
Representations, Warranties, Covenants and Agreements of the
Company. In order to induce the Purchaser to
execute and deliver this Subscription Agreement and to issue and
purchase the Shares and the Warrants from the Company, the Company
represents and warrants to, and covenants and agrees with, the
Purchaser as follows:
