Exhibit 10.5


 


FOR ACCREDITED INVESTORS ONLY


 


THE SECURITIES ARE BEING OFFERED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION
AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT AND REGULATION D PROMULGATED THEREUNDER. INVESTMENT IN THE SECURITIES INVOLVES A
HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
PROSPECTIVE INVESTORS MUST ACQUIRE THE SECURITIES FOR INVESTMENT, SOLELY FOR THEIR OWN ACCOUNT, AND WITHOUT ANY VIEW TOWARD RESALE
OR DISTRIBUTION. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME.


 


SUBSCRIPTION AGREEMENT


 


February 8, 2013


 


Teletouch Communications, Inc.

5718 Airport Freeway


Fort Worth, Texas 76117


 


Ladies and Gentlemen:


 


1.   Subscription.
I (sometimes referred to herein as the “Investor”) hereby subscribe for and agree to purchase shares
of common stock (the “Securities”) of Teletouch Communications, Inc., a Delaware corporation (the "Company”)
in the amount set forth on the signature page hereto on the terms and conditions described herein (the “Subscription
Agreement”). The Securities are being issued in connection with that certain Loan and Security Agreement by and among
the Company, DCP Teletouch, LLC and the other named parties thereto dated of even date herewith (the “Loan Agreement”).
Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Loan Agreement. Subject to the terms
and conditions of this Agreement and those set forth in the Loan Agreement as well as that certain Buyback Letter and Agreement
Not to Short Securities dated as of the date hereof, at closing, the Company will sell to the Investor, and the Investor will purchase
from the Company, the Securities upon payment in full of the purchase price. The purchase and sale of the Securities shall take
place on or before February 8, 2013, as contemplated under the terms of the Loan Agreement.


 




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2.   Disclosure.
Because this offering is limited to accredited investors as defined in Section 2(15) of
the Securities Act of 1933, as amended (the “Securities Act”), and Rule 501
promulgated thereunder, in reliance upon the exemption contained in Section 4(2) of the Securities Act and applicable
state securities laws, the Securities are being sold without registration under the Securities Act. I acknowledge that the Company’s
Form 10-K for the year ended May 31, 2012 and all filings made by the Company since such date pursuant to Sections 139a) and 15(d)
of the Securities Exchange Act of 1934, including risk factors set forth therein (collectively, the “SEC Documents”)
are publicly available and that I have received all information and materials regarding the Company that I have requested.


 


3.   Investor
Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:


 


(a)          I
am purchasing the Securities for my own account for investment purposes and not with a view to or for sale in connection with the
distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing
securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among
other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and,
therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities
Act and under applicable securities laws of certain states or an exemption from such registration is available.


 


(b)          I
have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company
in view of my overall financial needs and with respect to the legal and tax implications of such investment.


 


(c)          I
fully understand that the Securities are a speculative investment which involves a high degree of risk of the loss of my entire
investment. I fully understand the nature of the risks involved in purchasing the Securities and I am qualified by my knowledge
and experience to evaluate investments of this type. I have carefully considered the potential risks relating to the Company and
purchase of its securities. I have prior investment experience (including investment in non-listed and non-registered securities),
and have evaluated the merits and risks of such an investment. My overall commitment to investments which are not readily marketable
is not disproportionate to my net worth, and my investment in the securities offered hereunder will not cause such overall commitment
to become excessive. I, if an individual, have adequate means of providing for his or her current needs and personal and family
contingencies and have no need for liquidity in his or her investment in the securities hereunder. I am financially able to bear
the economic risk of this investment, including the ability to afford holding the securities for an indefinite period or a complete
loss of this investment. Both my advisors and I have had the opportunity to ask questions of and receive answers from representatives
of the Company or persons acting on its behalf concerning the Company and the terms and conditions of a proposed investment in
the Company and my advisors and I have also had the opportunity to obtain additional information necessary to verify the accuracy
of information furnished about the Company. Accordingly, I have independently evaluated the risks of purchasing the Securities.


 


(d)          Except
as set forth in Section 6 of this Agreement, I understand that I will not be able to resell the Securities until all of the conditions
under Rule 144 have been satisfied.


 


(e)           I
am an “accredited investor” as that term is defined in Rule 501 of Regulation D of the Securities Act. One or more
of the categories set forth in Exhibit D hereto correctly and in all respects describes me, and I have so indicated by signing
on the blank line or lines following a category on each such Exhibit D which so describes it.


 




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(f)           I
understand that (i) the Securities have not been registered under the Securities Act, or the securities laws of certain states
in reliance on specific exemptions from registration, (ii) no securities administrator of any state or the federal government has
recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company
and (iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets
the requirements of the exemptions afforded by the Securities Act and certain state securities laws.


 


(g)          If
the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt
entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement
on behalf of such entity has been duly authorized by such entity to do so.


 


(h)          I
acknowledge that the offer to sell the Securities was directly communicated to me by the Company.


 


(i)           I
hereby represent that all information provided by me in the Questionnaire attached as Exhibit A hereto is true and accurate
in all respects, and I acknowledge that the Company will be relying on such information to its possible detriment in deciding whether
the Company can sell these securities to me without giving rise to the loss of the exemption from registration under applicable
securities laws.


 


(j)           I
hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled
to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability.


 


(k)          I
understand and agree that the certificates for the Securities shall bear substantially the following legend until (i) the Securities
shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that
has been declared effective or (ii) in the opinion of counsel reasonable acceptable to the Company, the Securities may be sold
without registration under the Securities Act, as well as any applicable “blue sky” or state securities laws:


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR
SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED
BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.”


 




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4.          Representations
and Warranties of the Company. The Company hereby represents and warrants to Investor as follows:


 


(a)          The
Company has the full right, power and authority to enter into this Agreement and to consummate the transaction described herein.
When executed by the Company, this Agreement shall have been duly and validly executed and delivered by the Company and shall constitute
the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as
limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement
of creditors’ rights.


 


(b)          The
Securities have been duly authorized for issuance pursuant to this Agreement, and when issued pursuant to the terms and conditions
of this Agreement will be duly authorized, validly issued, fully paid and non-assessable.


 


5.          Insider
Trading Prohibition. Until the filing by the Company of a current report on Form 8-K with the SEC describing, among other
things, the offering subject hereof, the undersigned hereby agrees to (i) refrain from (A) engaging in any transactions with respect
to the capital stock of the Company or securities exercisable or convertible into or exchangeable for any shares of capital stock
of the Company, and (B) entering into any transaction which would have the same effect, or entering into any swap, hedge or other
arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the capital stock of the Company
..


 


6.          Severability.
In the event any parts of this Subscription Agreement are found to be void, the remaining provisions of this Subscription Agreement
shall nevertheless be binding with the same effect as though the void parts were deleted.


 


7.          Choice
of Law. This Subscription Agreement shall be governed by the laws of the State of Delaware as applied to contracts entered
into and to be performed entirely within the State of Delaware.


 


8.          Counterparts.
This Subscription Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this Subscription Agreement may be by actual or facsimile
signature.


 


9.          Benefit.
This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto.


 


10.        Notices
and Addresses. Any party may send any notice, request, demand, claim or other communication hereunder to the undersigned
at the address set forth on the signature page of this Agreement or to the Company at the address set forth above using any means
(including personal delivery, expedited courier, messenger service, fax, ordinary mail or electronic mail), but no such notice,
request, demand, claim or other communication will be deemed to have been duly given unless and until it actually is received by
the intended recipient. Any party may change the address to which notices, requests, demands, claims and other communications hereunder
are to be delivered by giving the other parties written notice in the manner herein set forth.


 




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11.         Entire
Agreement. This Subscription Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter
hereof. This Subscription Agreement may not be changed, waived, discharged, or terminated orally but, rather, only by a statement
in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.


 


12.         Section
Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect,
in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Subscription Agreement.


 


13.         Survival
of Representations, Warranties and Agreements. The representations, warranties and
agreements contained herein shall survive the delivery of, and the payment for, the Shares.


 


FOR RESIDENTS OF ALL STATES: IN
MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF OUR COMPANY AND THE TERMS OF THE OFFERING INCLUDING
THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE ABLE TO WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT.


 


NOTICE TO FLORIDA RESIDENTS: THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE FLORIDA SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER
RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE IN FLORIDA
MADE PURSUANT TO THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT SECTION 517.061(11) IS VOIDABLE BY THE PURCHASER IN SUCH SALE
EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR
AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.
THE AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11) IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE.
EACH PERSON IS ENTITLED TO EXERCISE THE PRIVILEGE TO VOID SALES GRANTED BY SECTION 517.061(11)(A)(5) AND ANY PERSON WHO WISHES
TO EXERCISE SUCH RIGHT MUST, WITHIN THREE DAYS AFTER THE TENDER OF THE PURCHASE PRICE TO THE ISSUER, AN AGENT OF THE ISSUER (INCLUDING
ANY DEALER ON BEHALF OF THE COMPANY OR ANY SALES PERSON OF SUCH DEALER) OR AN ESCROW AGENT, CAUSE A WRITTEN NOTICE OR TELEGRAM
TO BE SENT TO THE COMPANY AT THE ADDRESS PROVIDED IN THE MEMORANDUM—SUCH LETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED,
POSTMARKED ON OR PRIOR TO THE END OF THE AFOREMENTIONED THIRD DAY. IF A PERSON IS SENDING A LETTER IT IS PRUDENT TO SEND SUCH LETTER
BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE DATE IT WAS MAILED. PERSONS
WHO MAKE THIS REQUEST ORALLY MUST ASK FOR WRITTEN CONFIRMATION THAT THIS REQUEST HAS BEEN RECEIVED.


 




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NASAA UNIFORM LEGEND: IN MAKING
AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


NOTICE TO FOREIGN INVESTORS: IF
YOU LIVE OUTSIDE THE UNITED STATES, IT IS YOUR RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION
OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING
ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES.


 




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Number of Shares Being Purchased at
$ 0.377 per share: 530,398


 


Manner in Which Title is to be Held. (check
one)


 


 ̈
Individual Ownership


 ̈
Community Property


 ̈
Joint Tenant with Right of Survivorship (both parties must sign)


 ̈
Partnership


 ̈
Tenants in common (both parties must sign)


x
Corporation or Limited Liability Company


 ̈
Trust


 ̈
IRA or Keough


 ̈
Other (please indicate)


 


	 	 	Dated:  February 8, 2013
	 	 	 
	INDIVIDUAL INVESTORS	 	ENTITY INVESTORS
	 	 	 
	 	 	Name of entity, if any DCP TELETOUCH, LLC
	Signature (Individual)	 	 
	 	 	By:	/s/ Gary Katz
	 	 	 	*Signature
	 	 	Its	Authorized Representative
	Signature (Joint)	 	 	Title
	(all record holders must sign)	 	 
	 	 	 
	 	 	/s/ Gary Katz
	Name(s) Typed or Printed	 	Name Typed or Printed
	 	 	 
	Address to Which Correspondence	 	Address to Which Correspondence
	Should be Directed	 	Should be Directed
	 	 	One Barker Ave., Suite 260
	 	 	White Plains, NY 10601-1517
	City, State and Zip Code	 	City, State and Zip Code
	 	 	61-16697-92
	Tax Identification or	 	Tax Identification or
	Social Security Number	 	Social Security Number


 


		*	If the Shares are being subscribed for by any entity, the Certificate of Signatory on the next
page must also be completed



 


The foregoing subscription is accepted
and the Company hereby agrees to be bound by its terms.


 


	 	 	Teletouch Communications, Inc.
	 	 	 
	Dated:  February 8, 2013	 	By:	/s/ Thomas A. Hyde, Jr.
	 	 	 	Thomas A. Hyde, Jr., President & COO


 




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CERTIFICATE OF SIGNATORY


 


(To be completed if Shares are being subscribed
for by an entity)


 


I, Gary Katz                      ,
the Secretary 


        (name
of signatory)               (title)


 


Of DCP Teletouch Lender, LLC
Entity"), a _______________________________


(name
of entity)                                          (type of entity)


 


hereby certify that I am empowered and
duly authorized by the Entity to execute the Subscription Agreement and to purchase the Shares, and certify further that the Subscription
Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.


 


IN WITNESS WHEREOF, I have set my hand
this 8thday ofFebruary, 2013.


 


	 	/s/          Gary Katz
	 	(Signature)


 




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