CONVERSIONAGREEMENT

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 Exchange Commission under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.

f. Rule 144. The Employee acknowledges that the Conversion Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Employee is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares subject to the satisfaction of certain conditions.  The Employee acknowledges that, in the event all of the requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Conversion Shares or Common Shares. The Employee understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

g.  Authorization.

i. Employee has all requisite power and authority to execute and deliver this Conversion Agreement, and to carry out and perform its obligations under the terms hereof. All action on the part of the Employee necessary for the authorization, execution, delivery and performance of this Conversion Agreement, and the performance of all of the Employee’s obligations herein, has been taken.

iii. No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by the Employee in connection with the execution and delivery of this Conversion Agreement by the Employee or the performance of the Employee’s obligations hereunder.

j. Brokers or Finders. The Employee has not engaged any brokers, finders or agents, and the Company has not, and will not, incur, directly or indirectly, as a result of any action taken by the Employee, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Conversion Agreement and the transactions related hereto.

k. Tax Advisors. The Employee has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Conversion Agreement. With respect to such matters, such Employee relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Employee understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Conversion Agreement.

l. Legends. The Employee understands and agrees that the certificates evidencing the Conversion Shares and Interest Shares shall bear a legend in substantially the form as follows (in addition to any legend required by any other applicable agreement or under applicable state securities laws):

 

5. Governing Law; Entire Agreement; Counterparts.  The interpretation of this Agreement shall be governed by Florida law.  This Agreement contains the entire agreement of the parties, and there are no representations, covenants, or other agreements except as stated or referred to herein.  Neither this Agreement nor any provisions hereof shall be modified, discharged, or terminated except by an instrument in writing signed by the party against whom any modification, discharge, or termination is sought.  This Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all the parties, notwithstanding that all parties are not signatories to the same counterpart.

6. Arbitration.  All claims or disputes relating in any way to the performance, interpretation, validity, or breach of this Agreement shall be referred to final and binding arbitration, before a panel of three arbitrators, under the commercial arbitration rules of the American Arbitration Association (the “AAA”) in Miami-Dade County, Florida, except as modified hereby. Each party shall appoint an arbitrator and the third arbitrator shall be selected by the two appointed arbitrators within twenty days, following the receipt of written notice of arbitration, as prescribed by the AAA. In the event that both appointed arbitrators are unable to select the third arbitrator within a period twenty days, the AAA shall be permitted to submit an appointment.  The arbitrator’s award shall be in writing, made by a majority thereof, and include findings of fact and conclusions of law.  Judgment upon the award rendered by the arbitrators shall be final, binding and conclusive upon the parties and their respective administrators, executors, legal representatives, heirs, successors and permitted assigns.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereonto duly authorized as of the day and year first above written.

	SANSWIRE CORP.
	By:	/s/ Jonathan Leinwand
		Name:	Jonathan Leinwand
		Title:	CEO

 

	EMPLOYEE:
	/s/ Daniyel Erdberg
	Daniyel Erdberg
Address:	16275 Collins Avenue
	Suite 1103
	Sunny Isles Beach, FL 33160