Unassociated Document


    


    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 Jonathan
Leinwand the Chief Executive Officer of the Company (“Employee”).

     

    WHEREAS,
the Company owes Employee wages in arrears representing the pay period from
October 17, 2007 to April 3, 2009 for a total of $319,118.85 (the “Wages”); and

    


    WHEREAS,
the Company and the Employee wish to convert $319,118.85 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
50,978 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.

     

    
      
         

      

      
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    ii. This
Conversion Agreement, when executed and delivered by the Employee, will
constitute valid and legally binding obligations of the Employee, enforceable in
accordance with its terms except: (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, and (ii) as limited by
laws relating to the availability of specific performance, injunctive relief or
other equitable remedies or by general principles of equity.

    


    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):

     

    
      “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.

    

    


    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.

    


    
      
         

      

      
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    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/
      Jonathan Leinwand

            
	 
      	
              Jonathan
      Leinwand

            
	
              Address:   
      

            	
              1619 Presidential
      Way

            
	 
      	
              Miami,
      FL 33179

            


    

     

    
      
         

      

      
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