Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


THIS SECURITIES PURCHASE
AGREEMENT is made as of ____________, 2013, by and among Lenco Mobile Inc. (the “Company”), a corporation
organized under the laws of the State of Delaware, with its principal offices at 2025 First Avenue, Suite 320, Seattle, Washington
98121, and the purchaser whose name and address is set forth on the signature page hereof (the
“Purchaser”).


 


IN CONSIDERATION of the
mutual covenants contained in this Agreement, the Company and the Purchaser agree as follows:


 


1.            Authorization of Sale of the Shares. Subject to the terms and conditions of this Agreement, the Company has authorized
the sale of up to __________ shares (the “Shares”) of Series A1 Convertible Preferred Stock, par value
$0.001 per share, of the Company having the rights, preferences and privileges set forth in the Series A1 Convertible Preferred
Stock certificate of designation that has been filed with the Delaware Secretary of State (the “Certificate of Designation”)
attached hereto as Exhibit A.


 


2.            Agreement to
Sell and Purchase the Shares. At the Closing (as defined in Section 3.1), the Company will sell to the Purchaser, and
the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Shares (at the purchase
price) shown below.


 


	
        Number of Shares

        to Be Purchased
	 	
        Price Per Share

        In Dollars
	 	
        Aggregate

        Price

	 	 	$100.00	 	$________ 
	 	 	 	 	 


The Company proposes
to enter into this same form of purchase agreement with certain other investors (the “Other Purchasers”)
and to complete sales of the Shares to them. The Purchaser and the Other Purchasers are hereinafter sometimes collectively referred
to as the “Purchasers,” and this Agreement and the agreements executed by the Other Purchasers are hereinafter
sometimes collectively referred to as the “Agreements.”


 


3.            Closing and Delivery of the Shares.


 


3.1            Closing. The
initial purchase and sale of the Shares shall occur (the “Closing”) as soon as practicable after the
execution of the Agreements by the Company and the Purchasers purchasing Shares at the Closing at the time and date (the “Closing
Date”) and at such location as shall be determined by the Company. The Company will promptly notify the Purchasers
purchasing Shares at the Closing of the date, place and time of the Closing by facsimile transmission or otherwise.


 


3.2            Delivery of the Shares. At the Closing, the Company shall deliver to the Purchaser (or to its designated representative)
one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser
in writing, representing the number of Shares set forth in Section 2 above and bearing the legend specified in Section 5.8
hereof referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act
of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof and Rule 506 thereunder.
The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached
hereto as Exhibit B.


 






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3.3            Conditions to Closing.


 


3.3.1            The Company’s
obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing
shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) receipt by the Company
of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (ii) the accuracy of
the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled
prior to the Closing; and (iii) receipt by the Company of a completed version of Exhibit B and Exhibit C-1
or C-2 (as applicable) attached hereto.


 


3.3.2            The Purchaser’s
obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the
following condition: the accuracy in all material respects of the representations and warranties made by the Company herein and
the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser’s
obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they
have agreed to purchase from the Company.


 


4.            Representations, Warranties and Covenants of the Company. Except as otherwise described in the Company’s periodic
reports on Forms 10-Q and 10-K and in the Company’s current reports on Form 8-K as filed by the Company with the Securities
and Exchange Commission (the “SEC”) since December 31, 2011 (the “SEC Documents”)
and the information and materials contained in that certain Private Placement Presentation dated March 4, 2013 (collectively, with
the SEC Documents, including the documents incorporated by reference therein, the “Company Information”),
which qualify the following representations and warranties in their entirety, the Company hereby represents and warrants to, and
covenants with, the Purchaser, as follows:


 


4.1            Organization and
Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction
of incorporation and the Company is qualified to do business as a foreign corporation in each jurisdiction in which qualification
is required, except where failure to so qualify would not have a Material Adverse Effect (as defined herein) on the Company. All
of the subsidiaries of the Company (the “Subsidiaries”) are listed on Exhibit 21.1 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2011 (the “Form 10-K”) along with each
subsidiary’s jurisdiction of incorporation. Each Subsidiary is duly incorporated, validly existing and in good standing
under the laws of its jurisdiction of incorporation and is qualified to do business as a foreign corporation in each jurisdiction
in which qualification is required, except where failure to so qualify would not have a material adverse effect on the condition
(financial or otherwise), assets, properties, business, prospects or results of operations of the Company and the Subsidiaries,
taken as a whole on a consolidated basis, or materially and adversely impair the Company’s ability to perform its obligations
under this Agreement (a “Material Adverse Effect”).


 






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outstanding capital stock as set forth in Schedule 4.2 as of the date set forth therein. The issued and outstanding shares
of the Company’s common stock, par value $0.001 per share (the “Common Stock”) have been duly authorized
and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws,
and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities.
Except as disclosed in Schedule 4.2, the Company does not have outstanding any options to purchase, or any preemptive rights
or other rights to subscribe for or to purchase, any securities or obligations convertible into or exchangeable or exercisable
for, or any contracts or commitments to issue or sell, shares of its capital stock. Except as set forth on Schedule 4.2 hereto,
and except for customary adjustments as a result of stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations,
reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any security
issued by the Company (or in any agreement providing rights to security holders) and the issuance and sale of Common Stock or other
securities pursuant to any provision of this Agreement will not give rise to any preemptive rights or rights of first refusal,
co-sale rights or any other similar rights on behalf of any person or result in the triggering of any anti-dilution or other similar
rights. With respect to each Subsidiary, (i) the Company owns 100% of the Subsidiary’s capital stock (except for directors’
qualifying shares), (ii) all the issued and outstanding shares of the Subsidiary’s capital stock have been duly authorized
and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities
laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities,
and (iii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase,
any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary’s
capital stock or any such options, rights, convertible securities or obligations.

 


4.3            Issuance, Sale
and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set
forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. No stockholder of the Company
has any right to require the Company to register the sale of any shares owned by such stockholder under the Securities Act in
the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will
be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.


 


4.4            Due Execution, Delivery and Performance. The Company has full legal right, corporate power and authority to enter
into the Agreements and perform the transactions contemplated hereby and thereby. The Agreements have been duly authorized, executed
and delivered by the Company. The making and performance of the Agreements by the Company and the consummation of the transactions
herein and therein contemplated will not violate any provision of the organizational documents of the Company and will not result
in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company pursuant to the terms or provisions
of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage
of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other
instrument to which the Company or any Subsidiary is a party or by which the Company or its properties, or any Subsidiary or such
Subsidiary’s properties, may be bound or affected and in each case which would have a Material Adverse Effect or, to the
Company’s knowledge (which, as used herein, in each instance shall mean the actual knowledge of the Company’s chief
executive officer or chief financial officer), any statute or any authorization, judgment, decree, order, rule or regulation of
any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any Subsidiary
or any of their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative
agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions
contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering
of the Shares. Upon their execution and delivery, and assuming the valid execution thereof by the respective Purchasers, the Agreements
will constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law).


 






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4.5            Offering Materials.
True and complete copies of the SEC Documents have been posted on the SEC’s EDGAR website. As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934 (the “Exchange
Act”) or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents. The SEC Documents, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.


 


4.6            Accountants.
Peterson Sullivan LLP are the Company’s independent accountants as reported in the Company’s Form 8-K filed March
1, 2012 and as required by the Securities Act and the rules and regulations promulgated thereunder (the “Rules and
Regulations”).


 


4.7            Contracts. All agreements that were required to be filed as exhibits to the SEC Documents under Item 601 of Regulation
S-K (collectively, the “Material Agreements”) to which the Company or any Subsidiary of the Company is
a party, or the property or assets of the Company or any Subsidiary of the Company are subject, have been filed as exhibits to
the SEC Documents. All Material Agreements are valid and enforceable against the Company or one of its Subsidiaries, as the case
may be, in accordance with their respective terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, or moratorium or similar laws affecting creditors’ and contracting parties’ rights generally, and (ii) as
enforceability may be subject to general principles of equity and except as rights to indemnity and contribution may be limited
by state or federal securities laws or public policy underlying such laws. Neither the Company nor any of its Subsidiaries is in
breach of or default under any of the Material Agreements, and to the Company’s knowledge, no other party to a Material Agreement
is in breach of or default under such Material Agreement, except in each case, for such breaches or defaults as would not reasonably
be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of termination
nor is the Company otherwise aware of any threats to terminate any of the Material Agreements.


 


4.8            No Defaults. Except as disclosed in the Company Information as to defaults, violations and breaches which individually
or in the aggregate would not be expected to have a Material Adverse Effect, the Company is not in violation or default of any
provision of its certificate of incorporation or bylaws, or other organizational documents, or in breach of or default with respect
to any provision of any agreement, judgment, decree, order, mortgage, deed of trust, lease, franchise, license, indenture, permit
or other instrument to which it is a party or by which it or any of its properties are bound; and there does not exist any state
of fact which, with notice or lapse of time or both, would constitute an event of default on the part of the Company as defined
in such documents, except such defaults which individually or in the aggregate would not reasonably be expected to have a Material
Adverse Effect.


 


4.9            No Actions. There are no legal or governmental actions, suits or proceedings pending or, to the Company’s knowledge,
threatened to which the Company or any Subsidiary is or may be a party or of which property owned or leased by the Company or any
Subsidiary is or may be the subject, or related to environmental or discrimination matters, or instituted by the SEC, The NASDAQ
Stock Market LLC, any state securities commission or other governmental or regulatory agency, which actions, suits or proceedings,
individually or in the aggregate, might prevent or might reasonably be expected to materially and adversely affect the transactions
contemplated by this Agreement or result in a material adverse change in the condition (financial or otherwise), assets, properties,
business, prospects or results of operations of the Company (a “Material Adverse Change”); and no labor
disturbance by the employees of the Company or any Subsidiary exists or, to the Company’s knowledge, is imminent which might
reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary is a party to or subject to the
provisions of any material injunction, judgment, decree or order of any court, regulatory body, administrative agency or other
governmental body.


 






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4.10            Properties.
Each of the Company and its Subsidiaries has good and marketable title to all the properties and assets reflected as owned by
it in the consolidated financial statements included in the SEC Documents, subject to no lien, mortgage, pledge, charge or encumbrance
of any kind except (i) those, if any, reflected in such consolidated financial statements (including the notes thereto),
or (ii) those which are not material in amount and do not adversely affect the use made and proposed to be made of such property
by the Company. Such leased properties are held under valid and binding leases, with such exceptions as are not materially significant
in relation to its business. The Company or a Subsidiary owns or leases all such properties as are necessary to its operations
as now conducted.


 


4.11            No Material Change. Since December 31, 2011 and except as contemplated by or disclosed in the Company Information,
(i) neither the Company nor any Subsidiary has incurred any material liabilities or obligations, indirect, or contingent, or entered
into any material verbal or written agreement or other transaction which is not in the ordinary course of business or which could
reasonably be expected to result in a material reduction in the future earnings of the Company; (ii) neither the Company nor
any Subsidiary has sustained any material loss or interference with its respective businesses or properties from fire, flood, windstorm,
accident or other calamity not covered by insurance; (iii) the Company has not paid or declared any dividends or other distributions
with respect to its capital stock and neither the Company nor any Subsidiary is in default in the payment of principal or interest
on any outstanding debt obligations; (iv) there has not been any change in the capital stock of the Company other than the
sale of the Shares hereunder and shares or options issued pursuant to employee equity incentive plans or purchase plans approved
by the Company’s Board of Directors, or indebtedness material to the Company (other than in the ordinary course of business);
and (v) there has not been any Material Adverse Change.


 


4.12            Intellectual
Property. The Company or a Subsidiary owns or possesses adequate rights to use the inventions, patent applications, patents,
patent rights, trademarks (both registered and unregistered), service marks, tradenames, copyrights, trade secrets and know-how
necessary for the conduct of the Company’s and its Subsidiaries’ businesses as currently conducted (collectively,
the “Intellectual Property”), except where the failure to currently own or possess such Intellectual
Property would not have a Material Adverse Effect. Neither the Company nor any Subsidiary has received any notice of, and has
no knowledge of, any infringement of or conflict with asserted rights of others with respect to any Intellectual Property which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to have
a Material Adverse Effect. To the Company’s knowledge, none of the patent rights owned or licensed by the Company or any
Subsidiary are unenforceable or invalid.


 


4.13            Compliance.
The Company has not been advised, and has no reason to believe, that it is not conducting its business in compliance with all
applicable laws, rules and regulations of the jurisdictions in which it is conducting business, including, without limitation,
all applicable local, state and federal environmental laws and regulations; except where failure to be so in compliance would
not have a Material Adverse Effect.


 


4.14            Taxes. The
Company has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes
shown as due thereon, and the Company has no knowledge of a tax deficiency which has been or might be asserted or threatened against
it which could have a Material Adverse Effect.


 


4.15            Transfer Taxes.
On the Closing Date, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with
the sale and transfer of the Shares to be sold to the Purchaser hereunder will be, or will have been, fully paid or provided for
by the Company and all laws imposing such taxes will be or will have been fully complied with.


 






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4.16            Accounting Controls.
Except as disclosed in the Company Information, the Company maintains a system of accounting controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
as applied in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


4.17            Investment Company.
The Company is not an “investment company” or an “affiliated person” of, or “promoter” or
“principal underwriter” for an investment company, within the meaning of the Investment Company Act of 1940, as amended.


 


4.18            No
General Solicitation; Offering Materials. Neither the Company, nor any of its affiliates, nor any person acting on its or
their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D promulgated
under the Securities Act) in connection with the offer or sale of the Shares. The Company has not distributed and will not distribute
prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private
Placement Memorandum or any amendment or supplement thereto. The Company has not in the past nor will it hereafter take any action
to sell, offer for sale or solicit offers to buy any securities of the Company which would bring the offer, issuance or sale of
the Shares, as contemplated by this Agreement, within the provisions of Section 5 of the Securities Act, unless such offer,
issuance or sale was or shall be within the exemptions of Section 4 of the Securities Act.


 


4.19            Insurance.
The Company maintains insurance of the types and in the amounts that the Company reasonably believes is adequate for its business,
including, but not limited to, insurance covering all real and personal property owned or leased by the Company against theft,
damage, destruction, acts of vandalism and all other risks customarily insured against by similarly situated companies, all of
which insurance is in full force and effect.


 


4.20            Corrupt Practices.
Neither the Company nor, to the knowledge of the Company, any agent or other person acting on behalf of the Company, have (i) directly
or indirectly, used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to
foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees
or to foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution
made by the Company or made by any person acting on its behalf and of which the Company is aware in violation of law, or (iv) violated
in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 


4.21            Transactions
with Affiliates. Except as disclosed in the Company Information, none of the officers or directors of the Company and, to
the Company’s knowledge, none of the employees of the Company is presently a party to any transaction with the Company or
any Subsidiary (other than as holders of stock options and/or warrants, and for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental
of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or,
to the Company’s knowledge, any entity in which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.


 






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4.22            Employee Relations.
The Company is not involved in any union labor dispute, nor, to the Company’s knowledge, is any such dispute threatened.
The Company is not a party to a collective bargaining agreement, and the Company believes that its relations with its employees
are good. No executive officer (as defined in Rule 501(1) of the Securities Act) of the Company has notified the Company
that such officer intends to leave the employ of the Company or otherwise terminate such officer’s employment with the Company.
To the Company’s knowledge, no employee of the Company, as a consequence of his employment by the Company is, or is now
expected to be, in violation of any material term of any agreement, covenant or contract (including any employment contract, confidentiality,
disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive
covenant with any previous employer), and the continued employment of each such employee by the Company will not subject the Company
to any liability with respect to any of the foregoing matters.


 


4.23            Application of
Takeover Protection. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby
will not impose any restriction on any Purchaser, or create in any party (including any current stockholder of the Company) any
rights, under any share acquisition, business combination, poison pill (including any distribution under a rights agreement),
or other similar anti-takeover provisions under the Company’s charter documents or the laws of its state of incorporation.


 


4.24            No Integrated
or Aggregated Offering. Neither the Company, nor any person acting on its behalf, has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering of Shares
contemplated by this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act.


 


5.            Representations,
Warranties and Covenants of the Purchaser. The Purchaser hereby represents and warrants to, and covenants with, the Company,
effective as of the Closing Date, as follows:


 


5.1            Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company
that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with
respect to investments in securities representing an investment decision like that involved in the purchase of the Shares, including
investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems
relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth
in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention
of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such
Shares within the meaning of Section 2(11) of the Securities Act; (iii) the Purchaser will not, directly or indirectly,
offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge
of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations promulgated thereunder; (iv) the
Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Exhibit B and the
Certificate attached hereto as Exhibit C-1 or C-2, as applicable, and the answers thereto are true and correct as of the date
hereof; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above,
relied solely upon the Company Information and the representations and warranties of the Company contained herein; (vi) the
Purchaser understands that neither the Company nor any other person is under any obligation to register the resale of the Shares
under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and
(vii) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under
the Securities Act.


 






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5.2            No General Solicitation.
The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding
the Shares published in any newspaper, magazine or similar media or broadcast over the television or radio or presented at any
seminar or any other general solicitation or general advertisement. Prior to the time that the Purchaser was first contacted by
the Company, such Purchaser had a pre-existing and substantial relationship with the Company.


 


5.3            Authorization;
Validity of Agreement. The Purchaser further represents and warrants to, and covenants with, the Company that (i) the
Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated
hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) upon
the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the Purchaser
enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability
may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law).


 


5.4            Requirements of
Foreign Jurisdictions. The Purchaser acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction
outside the United States by the Company that would permit an offering of the Shares, or possession or distribution of offering
materials in connection with the issue of the Shares, in any jurisdiction outside the United States where action for that purpose
is required. Each Purchaser outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction
in which it purchases, offers, sells or delivers the Shares or has in its possession or distributes any offering material, in
all cases at its own expense.


 


5.5            Restriction on
Short Sales and Hedging. Neither the Purchaser, directly or indirectly, nor any person acting on behalf of or pursuant to
any understanding with the Purchaser, has engaged in any transactions in the securities of the Company (including, without limitation,
any Short Sales involving any of the Company’s securities) since the time that such Purchaser was first contacted by the
Company or any other person regarding an investment in the Company. The Purchaser covenants that neither it nor any person acting
on its behalf or pursuant to any understanding with the Purchaser will engage, directly or indirectly, in any transactions in
the securities of the Company (including Short Sales) prior to the time the transactions contemplated by this Agreement are publicly
disclosed. “Short Sales” include, without limitation, all “short sales” as defined in Rule
200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts,
options, puts, calls, short sales, swaps, derivatives and similar arrangements (including on a total return basis), and sales
and other transactions through non-U.S. broker-dealers or foreign regulated brokers.


 






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5.6            Compliance with
Non-Disclosure Agreement. The Purchaser has fully complied with and has not breached any of its covenants or representations
in any non-disclosure agreement, confidentiality agreement or like agreement (collectively, an “NDA”) entered
into between the Purchaser and the Company or any of the Company’s affiliates. Purchaser acknowledges and agrees that any
such NDA shall continue in full force and effect following the date of this Agreement and the Closing in accordance with the terms
of such NDA.


 


5.7            No Legal, Tax
or Investment Advice. The Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser
in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted
such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with
its purchase of Shares.


 


5.8            Restrictive Legend.
The Purchaser understands that the Shares and any shares of Common Stock into which the Shares are convertible may bear a restrictive
legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the
Shares and shares of Common Stock into which the Shares are convertible):


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL OR
OTHER EVIDENCE, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY AND ITS COUNSEL, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT.” 


 


6.            Survival of Representations,
Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements,
representations and warranties made by the Company and the Purchaser herein and in the certificates for the Shares delivered pursuant
hereto shall survive the execution of this Agreement, the delivery to the Purchaser of the Shares being purchased and the payment
therefor.


 


7.            Broker’s
Fee. Each of the parties hereto hereby represents that, on the basis of any actions and agreements by it, there are no brokers
or finders entitled to compensation in connection with the sale of the Shares to the Purchaser.


 


8.            Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed
by first-class registered or certified airmail, facsimile (with receipt confirmed by telephone) or nationally recognized overnight
express courier postage prepaid, and shall be deemed given when so mailed and shall be delivered as addressed as follows:


 






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8.1.1        if
to the Company, to:


Lenco Mobile Inc.


2025 First Avenue, Suite 320


Seattle, WA 98121


Attention: CFO


 


or to such other person at such
other place as the Company shall designate to the Purchaser in writing; and


 


8.1.2       
if to the Purchaser, at its address as set forth on the signature page of this Agreement, or at such other address or addresses
as may have been furnished to the Company in writing.


 


9.            Changes.
This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and Purchaser.


 


10.          Headings.
The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed
to be part of this Agreement.


 


11.          Severability.
In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.


 


12.          Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect
to the principles of conflicts of laws to the contrary.


 


13.          Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed
by each party hereto and delivered to the other parties.


 


14.          Independent
Nature of Purchasers’ Obligations and Rights. No Purchaser shall be responsible in any way for the performance of the
obligations of any other Purchaser under the Agreements. Nothing contained herein and no action taken by any Purchaser pursuant
to the Agreements shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other
kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group, or are deemed affiliates
(as such term is defined under the Exchange Act) with respect to such obligations or the transactions contemplated by this Agreement
or the other Agreements. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation
the rights arising out of the Agreements, and it shall not be necessary for any other Purchaser to be joined as an additional
party in any proceeding for such purpose.


 


15.          Fees and Expenses.
Except as expressly set forth herein to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties
levied in connection with the sale and issuance of their applicable Shares.


 


[SIGNATURES FOLLOW ON THE NEXT PAGE]


 






    	10



    	 



    

 


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


 


	 	LENCO MOBILE INC.
	 	By _________________________________
	 	      Name:  Matthew Harris
	 	      Title:  CEO


 


	Print or Type:	 
	 	Name of Purchaser
	 	  (Individual or Institution):
	 	
         

         

	 	Name of Individual representing
	 	  Purchaser (if an Institution):
	 	
         

        _________________________________

	 	Title of Individual representing
	 	  Purchaser (if an Institution):
	 	
         

        _________________________________

	 	Signature by:
	 	Individual Purchaser or Individual
	 	  representing Purchaser:
	 	
         

        _________________________________

	 	Address:__________________________
	 	Telephone:________________________
	 	Telecopier:________________________


 


 






    	11



    	 



    

 


SCHEDULE 4.2


 


The following is a
summary of Lenco Mobile Inc.’s issued and outstanding equity securities and derivatives outstanding as of the date of the
Agreement:


 


	
        Class
        of Securities
	
        Issued
        and Outstanding
	
        Authorized



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	12



    	 



    

 


SUMMARY INSTRUCTION SHEET FOR PURCHASER


 


(to be read in conjunction with the entire
Securities Purchase Agreement)


 


		A.	Complete the following items ON EACH OF THE TWO COPIES of the Securities Purchase Agreement:
	 	 	 



		1.	Signature Page: Provide the information regarding the Purchaser requested on the signature page.
The agreement must be executed by an individual authorized to bind the Purchaser.
	 	 	 



		2.	Exhibit B – Stock Certificate Questionnaire: Provide the information requested by the
Stock Certificate Questionnaire.
	 	 	 



		3.	Exhibits C-1 and C-2 – Purchaser Certificate: Provide the information requested by the
Certificate for Individual Purchasers or the Certificate for Corporate, Partnership, Trust, Foundation and Joint Purchasers, as
applicable.
	 	 	 



		B.	Return the properly completed and signed Securities Purchase Agreement signature pages and Exhibits B
and C-1 or C-2 (as applicable) to:
	 	 	 



Lenco Mobile Inc.


2025 First Avenue, Suite 320


Seattle, WA 98121


Attention: General Counsel


Email: chris.stanton@archermobile.com


 


		C.	Wire the funds according to the following wiring instructions:



 


 


 


 


 


 


 


 


 






    	13



    	 



    

 


EXHIBIT A


 


CERTIFICATE
OF DESIGNATION


 


[See attached.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	Exhibit A-1



    	 



    

 


EXHIBIT B


 


STOCK CERTIFICATE QUESTIONNAIRE


 


Pursuant to Section 2.2
of the Securities Purchase Agreement, please provide us with the following information:


 


		1.	The exact name that your Shares are to be Registered in (this is the name that will appear on your
stock certificate(s)). You may use a nominee name if appropriate:



__________________________________________________________________________________


 


		2.	The relationship between the Purchaser of the Shares and the Registered Holder listed in response
to item 1 above:



__________________________________________________________________________________


 


		3.	The mailing address of the Registered Holder listed in response to item 1 above:



__________________________________________________________________________________


 


		4.	The Social Security Number or Tax Identification Number of the Registered Holder listed in response
to item 1 above:



__________________________________________________________________________________


 


 


 


 


 


 


 


 


 


 


 


 









    	Exhibit B-1



    	 



    

 


EXHIBIT C-1


 


CERTIFICATE FOR INDIVIDUAL PURCHASERS


 


If the investor is
an individual Purchaser (or married couple) the Purchaser must complete, date and sign this Certificate.


 


CERTIFICATE


 


I certify that the
representations and responses below are true and accurate:


 


In order for the Company
to offer and sell the Securities in conformance with state and federal securities laws, the following information must be obtained
regarding your investor status. Please initial each category applicable to you as an investor in the Company.


 


____(1)A natural
person whose net worth (excluding the value of any equity in such person’s primary residence), either individually or jointly
with such person’s spouse exceeds $1,000,000.


 


____(2)A natural
person who had an income in excess of $200,000, or joint income with the person’s spouse in excess of $300,000, in 2011 and
2012, and reasonably expects to have individual income reaching the same level in 2013.


 


____(3)An executive
officer or director of the Company.


 


Dated: ___________________


 


Name(s) of Purchaser


 


________________________________


Signature


 


________________________________


Signature


 


 


 









    	Exhibit C-1



    	 



    

 


EXHIBIT C-2


 


CERTIFICATE FOR CORPORATE, PARTNERSHIP,


 


TRUST, FOUNDATION AND JOINT PURCHASERS


 


If the investor is
a corporation, partnership, trust, pension plan, foundation, joint purchasers (other than a married couple) or other entity, an
authorized officer, partner, or trustee must complete, date and sign this Certificate.


 


CERTIFICATE


 


The undersigned certifies
that the representations and responses below are true and accurate.


 


(a)The person signing
on behalf of the undersigned has the authority to exercise and deliver the Securities Purchase Agreement on behalf of the Purchaser,
and to take other sections with respect thereto.


 


(b)Indicate the
form of entity of the undersigned:


 


________ Limited Partnership


 


________ General Partnership


 


________ Corporation


 


________ Revocable Trust (identify
each grantor and indicate under what circumstances the trust is revocable by the grantor: _______________________


 


____________________________________________________________________


 


____________________________________________________________________


 


____________________________________________________________________


 


____________________________________________________________________


 


____________ (Continue on a separate
piece of paper, if necessary.)


 


________ Other Type of Trust
(indicate type of trust and, for trusts other than pension trust, name the guarantors and beneficiaries:__________


 


___________________________________________________________________


 


___________________________________________________________________


 


___________________________________________________________________


 


___________________________________________________________________


 


_________. (Continue on a separate
piece of paper, if necessary.)


 


________ Other form of organization
(indicate form of organization (_______)


 


 


Exhibit C-2






    	1



    	 



    

 


(c)In order for
the Company to offer and sell the Securities in conformance with state and federal securities laws, the following information must
be obtained regarding your investor sums. Please initial each category applicable to you as an investor in the Company.


 


____ 1. A bank as defined
in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A)
of the Securities Act whether acting in its individual or fiduciary capacity;


 


____ 2. A broker or
dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;


 


____ 3. An insurance
company as defined in Section 2(13) of the Securities Act;


 


____ 4. As investment
company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48)
of that Act;


 


____ 5. A Small Business
Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958;


 


____ 6. A plan established
and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions,
for the benefit of its employees, if such plan has total assets in excess of $5,000,000;


 


____ 7. An employee
benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a
plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company,
or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed
plan, with investment decisions made solely by persons that are accredited investors;


 


____ 8. A private business
development company as defined in Section 202(a)(23) of the Investment Advisers Act of 1940;


 


____ 9. An organization
described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust,
or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;


 


____ 10. A trust, with
total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by
a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating
the merits and risks of investing in the Company;


 


 


Exhibit C-2






    	2



    	 



    

 


____ 11. An entity
in which all of the equity owners qualify under any of the above subparagraphs. If the undersigned belongs to this investor category
only, list the equity owners of the undersigned, and the investor category which each such equity owner satisfies:


 


__________________________________________________________________


 


__________________________________________________________________


 


__________________________________________________________________


 


__________________________________________________________________


 


(Combine on a separate piece of
paper, if necessary.)


 


 


 


	Dated: ______________________, 20__  
	__________________________________________
	Name of investor
	__________________________________________
	Signature and title of authorized
	officer, partner or trustee


 




 


 


 


 


Exhibit C-2


 


3