Unassociated Document


    SUBSCRIPTION
      AGREEMENT

    


    This
      Subscription Agreement dated as of January 16, 2006 (the “Agreement”)
      is
      entered into by and among U.S. Wireless Data, Inc., a Delaware corporation
      (the
“Company”),
      and
      the individuals and entities listed on Exhibit A
      hereto
      (the “Purchasers”).

    


    BACKGROUND

     

    WHEREAS,
      the Company is offering in a private placement to “accredited investors” (as
      such term in defined in Regulation D (“Regulation
      D”)
      promulgated under the Securities Act of 1933, as amended (the “Securities
      Act”))
      $1,000,000 of units consisting of (i) one share of common stock, $0.01 par
      value
      per share, of the Company (the “Common
      Stock”)
      and
      (ii) one Warrant (the “Warrant”)
      to
      purchase, at an exercise price of $2.00 per share, one full share of Common
      Stock (each unit is being sold at an offering price of $1.00 per unit (the
      “Units”))
      (the
“Offering”)
      (provided that the Company reserves the right to sell up to an additional
      1,000,000 Units);
      

    


    WHEREAS,
      the Purchaser desires to purchase that number of Units set forth on the
      signature page hereof on the terms and conditions hereinafter set forth and
      on
      the terms and conditions set forth herein;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual representations
      and
      covenants hereinafter set forth, the parties hereto agree as
      follows:

    


      1.     Authorization
      and Sale of Units.

    


    1.1     Authorization.
      The
      Company has, or before the Initial Closing (as defined in Section 2) will
      have, duly authorized the sale and issuance, pursuant to the terms of this
      Agreement, of (a) up to 2,000,000 shares of its Common Stock; and (b) Warrants
      to purchase up to 2,000,000 shares of Common Stock in the form attached hereto
      at Exhibit B.
      

    


    1.2     Sale
      of Units; for Units.
      Subject
      to the terms and conditions of this Agreement, at the applicable Closing, the
      Company will sell and issue to each of the Purchasers, and each of the
      Purchasers will purchase the number of Units set forth opposite such Purchaser’s
      name on Exhibit A
      for the
      purchase price of $1.00 per Unit. The shares of Common Stock and the Warrants
      being sold under this Agreement are sometimes hereinafter collectively referred
      to as the “Securities.”
The
      Company’s agreement with each of the Purchasers is a separate agreement, and the
      sale of Units to each of the Purchasers is a separate sale.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    To
      subscribe for Units, this Agreement must be properly completed, executed and
      delivered to [American Stock Transfer and Trust Company, 59 Maiden Lane, New
      York, NY 10038, Attention: _________], accompanied by a check payable to
“American Stock Transfer and Trust Company, Escrow Agent for U.S. Wireless Data,
      Inc.” (the “Escrow Agent”). A Purchaser desiring to deliver the purchase price
      for the Units in the form of wire transfer shall wire to the Escrow Agent at:
      [Name of Bank], [Address], ABA# [_______], Account # [_______], Attention:
      [_________]. [The
      minimum amount is $________, although, with the consent of the Company,
      Purchasers may subscribe for, and the Company, in its sole discretion, may
      accept less than the minimum amount.] If the purchase price is paid by wire
      transfer, the Purchaser shall (i) include the Purchaser's name in the wire
      transfer instructions; and (ii) request from the bank or other financial
      institution that is originating the transfer the federal wire number with
      respect to the and retain that number for future reference. 

     

    1.3     Use
      of
      Proceeds.
      The
      Company will use the proceeds from the sale of the Units for working capital
      and
      general corporate purposes.

    


    2.     The
      Closing.
      The
      initial closing of the sale and purchase of 1,000,000 Units under this Agreement
      shall take place at such time and place as the Company may designate (the
“Initial Closing,”
and
      the date on which the Initial Closing occurs, the “Initial
      Closing Date”).
      Following the Initial Closing Date, and up to January 16, 2006, the Company
      may
      hold additional closings (each, with the Initial Closing, a “Closing”,
      and
      each such date, with the Initial Closing Date, a “Closing
      Date”)
      at
      such places and times as designated by the Company until the earlier of (i)
      such
      time as the Company has sold up to an additional 1,000,000 Units or (ii) January
      16, 2006. There is no assurance that any additional Units will be
      sold.

    


    Promptly
      following the applicable Closing, the Company shall deliver to each of the
      Purchasers a certificate for the number of shares of Common Stock and warrant
      agreements for the number Warrants being purchased by such Purchaser, registered
      in the name of such Purchaser, against payment to the Company of the purchase
      price therefor by check or wire transfer, as specified in Exhibit
      A.

    


    The
      Purchaser hereby authorizes and directs the Company to deliver the Securities
      to
      be issued to the Purchaser pursuant to this Agreement directly to the
      residential or business address indicated on the signature page
      hereto.

    


    3.     Representations
      of the Purchasers.
      Each of
      the Purchasers severally represents and warrants to the Company as
      follows:

    


    (a)     The
      Purchaser has received and carefully reviewed such information and documentation
      relating to the Company that the Purchaser has requested, including without
      limitation, the Company’s filings with the United States Securities and Exchange
      Commission (the “Commission”). 

    


    (b)     The
      Purchaser
      has had a reasonable opportunity to ask questions of and receive answers from
      the Company concerning the Company and the Offering, and all such questions,
      if
      any, have been answered to the full satisfaction of the Purchaser.

    


    (c)     The
      Purchaser understands that the Company has determined that the exemption from
      the registration provisions of the Securities Act provided by Regulation D
      is
      applicable to the offer and sale of the Securities, based, in part, upon the
      representations, warranties and agreements made by the Purchaser
      herein.

    


    (d)    Except
      as
      set forth herein, no representations or warranties have been made to the
      Purchaser by the Company or any agent, employee or affiliate of the Company
      and
      in entering into this transaction, the Purchaser is not relying upon any
      information other than the results of independent investigation by the
      Purchaser.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (e)     The
      Purchaser has full power and authority to execute and deliver this Agreement
      and
      to perform the obligations of the Purchaser hereunder and this Agreement is
      a
      legally binding obligation of the Purchaser in accordance with its
      terms.

    


    
      	 	 	
              (f)

            	
               
                Regulation D.

            


    

    


    (i)     The
      Purchaser understands and acknowledges that: (A) the Securities acquired
      pursuant to this Agreement have not been registered under the Securities Act
      and
      are being sold in reliance upon an exemption from registration afforded by
      Regulation D; and that such Securities have not been registered with any
      state securities commission or authority; (B) pursuant to the requirements
      of
      Regulation D, the Securities may not be transferred, sold or otherwise
      exchanged unless in compliance with the provisions of Regulation D and/or
      pursuant to registration under the Securities Act, or pursuant to an available
      exemption thereunder; and (C) other than as set forth in Section 5.1 of this
      Agreement, the Company is under no obligation to register the Securities under
      the Securities Act or any state securities law, or to take any action to make
      any exemption from any such registration provisions available.

    
                (ii)     The
      Purchaser is an accredited investor within the meaning of Rule 501 of Regulation
      D, is knowledgeable, sophisticated and experienced in making, and is qualified
      to make, decisions with respect to investment shares representing an investment
      decision like that involved in the purchase of the Securities.

     

                    (iii)     The
      Purchaser is purchasing the Securities for his, her or its own account for
      investment only and has no intention of selling or distributing the Securities
      and no other person has any interest in or participation in the Securities
      or
      any right, option, security interest, pledge or other interest in or to the
      Securities. The Purchaser recognizes that an investment in the Securities
      involves a high degree of risk, including a risk of total loss of the Purchaser.
      The Purchaser understands, acknowledges and agrees that it must bear the
      economic risk of its investment in the Securities for an indefinite period
      of
      time and has knowledge and experience in financial and business matters such
      that it is capable of evaluating the risks of the investment in the Securities
      and the Purchaser understands, acknowledges and agrees that prior to any such
      offer or sale, the Company may require, subject to the fulfillment of the
      Company’s obligations under Section 6 of this Agreement, as a condition to
      effecting a transfer of the Securities, an opinion of counsel, acceptable to
      the
      Company, as to the registration or exemption therefrom under the Securities
      Act
      and any state securities acts, if applicable.

     

                    (iv)     The
      Purchaser acknowledges that the Securities will bear a legend in substantially
      the following form:

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
      OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR TNX TELEVISION HOLDINGS, INC. SHALL HAVE RECEIVED
      AN
      OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
      ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
      REQUIRED.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (g)    Neither
      the Purchaser, nor
      any
      affiliate of the Purchaser or any person acting on his, her or its behalf,
      has
      recently sold shares of unregistered Common Stock of the Company.

    


    4.     Condition
      to the Obligations of the Company.
      The
      obligations of the Company under Section 1.2 of this Agreement are subject
      to fulfillment, or the waiver, of the following condition on or before the
      Closing:

    


    4.1     Accuracy
      of Representations and Warranties.
      The
      representations and warranties of the Purchasers contained in Section 3
      shall be true on and as of the Closing Date with the same effect as though
      such
      representations and warranties had been made on and as of that date (except
      that
      any representation or warranty expressly stated to have been made or given
      as of
      a specific date need be true only as of such date).

    


    5.
      Covenants
      of the Company.

    


    5.1     Piggyback
      Registration Rights.
      If at
      any time the Company shall determine to register under the Securities Act any
      of
      its securities (other than on Form S-8 or Form S-4 or their then equivalents
      and
      other than shares to be issued solely (i) in connection with any acquisition
      of
      any entity or business (ii) upon the exercise of stock options, or (iii)
      pursuant to employee benefit plans), it shall send to each holder of Registrable
      Shares (as defined below), including each holder who has the right to acquire
      Registrable Shares, written notice of such determination and, if within thirty
      (30) days after receipt of such notice, such holder shall so request in writing,
      the Company shall use its commercially reasonable efforts to include in such
      registration statement all or any part of the Registrable Shares such holder
      requests to be registered therein; provided that, if, in connection with any
      offering involving an underwriting of Common Stock to be issued by the Company,
      the managing underwriter shall prohibit the inclusion of shares of Common Stock
      by selling holders in such registration statement or shall impose a limitation
      on the number of shares of such Common Stock which may be included in any such
      registration statement because, in its judgment, such limitation is necessary
      to
      effect an orderly public distribution, and such limitation is imposed pro rata
      with respect to all securities whose holders have a contractual, incidental
      (“piggyback”) right to include such securities in the registration statement and
      as to which inclusion has been requested pursuant to such right and there is
      first excluded from such registration statement all shares of Common Stock
      sought to be included therein by (i) any holder thereof not having any such
      contractual, incidental registration rights, and (ii) any holder thereof having
      contractual, incidental registration rights subordinate and junior to the rights
      of the holders of Registrable Shares, the Company shall then be obligated to
      include in such registration statement only such limited portion (which may
      be
      none) of the Registrable Shares with respect to which such holder has requested
      inclusion hereunder. “Registrable Shares” means the shares of Common Stock
      included in the Units and the shares of Common Stock underlying the Warrants
      included in the Units; provided, however, that shares of Common Stock shall
      cease to be Registrable Shares upon any sale of such shares pursuant to (i)
      a
      registration statement filed under the Securities Act, or (ii) Rule 144
      promulgated under the Securities Act.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    5.2     Reservation
      of Common Stock.
      The
      Company shall reserve and maintain a sufficient number of shares of Common
      Stock
      for issuance upon exercise of all of the outstanding Securities. 

    


    6.     Transfer
      of Securities.
      The
      Subscriber is aware that the Company will make a notation in its appropriate
      records and issue “stop transfer” instructions to its transfer agent with
      respect to the restrictions on the transferability of such
      Securities.

    


    (a)     The
      Purchaser understands that this subscription is not binding upon the Company
      until the Company accepts it, which acceptance is at the sole discretion of
      the
      Company and is to be evidenced by the Company’s execution of this Agreement
      where indicated. This Agreement shall be null and void if the Company does
      not
      accept it as aforesaid. In the event the Company does not accept the Offering
      proceeds, the Offering will not be completed and all Offering proceeds will
      thereafter be promptly returned to the Purchasers without interest or deduction.
      The undersigned understands that the Company may, in its sole discretion, reject
      this subscription, in whole or in part, and/or reduce this subscription in
      any
      amount and to any extent, whether or not pro rata reductions are made of any
      other investor’s subscription.

    


          (b)     Subject
      to applicable state securities laws, the subscription delivered to the Company
      by the Purchaser pursuant to this Agreement is not subject to revocation by
      the
      Purchaser, but may be rejected by the Company, in whole or in part, in the
      Company’s sole discretion, in which event the purchase price and execution copy
      of this Agreement submitted will be returned (by mail) to the undersigned
      without interest or deduction within 15 business days thereafter. 

     

    7.     The
      Shares are subject to standard anti-dilution provisions in the event of forward
      or reverse stock splits or recapitalizations. For example, if the Company
      engages in a two for one reverse stock split, a holder of 100,000 Shares will
      be
      affected as follows:

    


    Pre-Split
      Ownership:

    


    100,000
      Shares

    


    Post-Split
      Ownership:

    


    50,000
      Shares

    


    8.     Miscellaneous.
      

    


    8.1     Successors
      and Assigns.
      This
      Agreement and any rights and obligations hereunder may not be transferred or
      assigned by the Purchaser without the prior written consent of the Company.
      This
      Agreement shall inure to the benefit of, and be binding upon the Company and
      the
      Purchaser and their respective heirs, legal representatives and permitted
      assigns.

    


    8.2     Survival.
      All
      representations and warranties and all covenants, agreements and obligations
      made by the Company or the Purchasers in this Agreement, or in any instrument
      or
      document furnished in connection with this Agreement or the transactions
      contemplated hereby, shall survive the Closing and any investigation at any
      time
      made by or on behalf of any indemnified party. 

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

       
      8.3.     Indemnification.
      The
      Purchaser agrees to indemnify the Company and hold it harmless from and against
      any and all losses, damages, liabilities, costs and expenses which it may
      sustain or incur in connection with the breach by the Purchaser of any
      representation, warranty or covenant made by the Purchaser .

    


    8.4     Notices.
      All
      notices or other communications hereunder shall be in writing and shall be
      deemed to have been duly given if delivered personally or mailed by certified
      or
      registered mail, return receipt requested, postage prepaid, as follows:


    


    (a)     If
      to the
      Company, to U.S. Wireless Data, Inc., c/o Trinad Capital, 153 East
      53rd
      Street,
      48th
      Floor,
      New York, New York 10022, Attention: Chief Executive Officer or to such other
      address as the Company or the undersigned shall have designated to the other
      by
      like notice.

    


    (b)     If
      to a
      Purchaser, at his, her or its address set forth on Exhibit A,
      or at
      such other address or addresses as may have been furnished to the Company in
      writing by such Purchaser. 

    


    8.5     Entire
      Agreement.
      This
      Agreement and the Warrant embody the entire agreement and understanding between
      the parties hereto with respect to the subject matter hereof and supersede
      all
      prior agreements and understandings relating to such subject matter.


    


    8.6     Amendments
      and Waivers.
      Except
      as otherwise expressly set forth in this Agreement, any term of this Agreement
      may be amended and the observance of any term of this Agreement may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively) with the written consent of the Company and the majority of
      the
      Purchasers. No waivers of or exceptions to any term, condition or provision
      of
      this Agreement, in any one or more instances, shall be deemed to be, or
      construed as, a further or continuing waiver of any such term, condition or
      provision. 

    


    8.7     Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which shall be one and the same document.
      

    


    8.8     Section
      Headings.
      The
      section headings are for the convenience of the parties and in no way alter,
      modify, amend, limit, or restrict the contractual obligations of the parties.
      

    


    8.9     Severability.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this
      Agreement.

    


    8.10     Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York.

     

    [signature
      page to follow]

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
 

    
      	 SIGNATURE
              PAGE	 	 Date Signed: __________ ,
              200_
	 	 	 
	 Number of
              Units:	 	 _____________
	 	 	 
	 Multiplied by Offering Price
              Per Unit: 	 	 x  $1.00 
	 	 	 
	 Equals
              Amount:	
               =  $____________________

            	 
	 	 	 
	 	 	 
	 Signature	 	
               Second Signature

              (if purchasing jointly)

            
	
               

               

            	 	 
	 Printed Name	 	 Printed Second Name
	
               

               

            	 	 
	 Entity Name	 	 Entity Name
	
               

               

            	 	 
	 Address	 	 Address
	
               

               

            	 	 
	 City, State and Zip Code	 	 City, State and Zip Code
	
               

               

            	 	 
	 Telephone-Business	 	 Telephone-Business
	
               

               

            	 	 
	 Facsimile-Business	 	 Facsimile-Business
	
               

               

            	 	 
	 Tax ID # or Social Security #
	 	 Tax ID # or Social Security #
              
	 	 	 
	 Name
              in which securities should be issued:	 


    

         

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    This
      Agreement is agreed to and accepted as of January 16, 2006.

    


    
      	 	 	 
	 	U.S
              WIRELESS DATA,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ Robert
              Ellin
	 	
              
Name:
              Robert Ellin
	 	Title:
              Chief Executive Officer


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A 

    List
      of Purchasers

    


    


    
      	 
	
               

              Name
                and Address 

              of
                Purchaser

            	
               

              No.
                of Units

            	
               

              Aggregate
                

              Purchase
                Price

            
	 	 	
              $

            
	 	 	
              $

            
	 	 	
              $

            
	 	 	
              $

            
	 	 	
              $

            
	 	 	
              $

            
	 	 	
              $

            
	 	 	
               

              $

            
	 	 	
              $

            
	
               

              TOTALS:

            	 	
               

              $

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    Warrant