AGREEMENT
This Agreement (the “Agreement”) is
dated September 30, 2010 and is made by and between Sanswire Corp. (the
“Company”), on one hand, and Rocky Mountain Advisors
Corp. (“Shareholder”), on the other hand.
WHEREAS, the Company entered
into a conversion agreement (the “Conversion Agreement”) with Shareholder
pursuant to which the Company agreed to convert $185,387 in outstanding wages
owed to Shareholder from October 19, 2007, to April 9, 2009, (the “Wages”) into
29,615 shares of Series E Preferred Stock of the Company (the
“Shares”);
WHEREAS, the physical
certificate representing the Shares was not delivered;
WHEREAS, the parties desire to
cancel the Conversion Agreement;
WHEREAS, in connection with
the cancelation of the Conversion Agreement, the Shareholder has agreed to waive
his rights to the Shares allowing the company to cancel the Shares;
WHEREAS, as a result of the
cancelation, the Company has agreed to reinstate the Wages as a debt on the
books of the Company;
WHEREAS, the Company and
Shareholder have elected to enter into this Agreement pursuant to which the
Company will reinstate the Wages as a debt of the Company in consideration for
the waiving his rights to the Shares allowing the Company to cancel the
Shares;
NOW, THEREFORE, in
consideration of the mutual conditions and covenants contained in this
Agreement, and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, it is hereby stipulated, consented to
and agreed by and between the Company and Shareholder as follows:
1. The
Conversion Agreement is hereby cancelled effective as of this date.
2. Shareholder
agrees to waive his rights to the Shares allowing the Company to cancel the
Shares. In consideration for the items set forth in Section 1 above, the Company
agrees to reinstate the Wages as a debt on the books of the
Company.
3. Shareholder
warrants and represents that no other person or entity has any interest in the
matters released herein, and that it has not assigned or transferred, or
purported to assign or transfer, to any person or entity all or any portion of
the matters released herein. Shareholder specifically represents that
he or it is the owner of the Shares and that there are no liens, mortgage, deed
of trust, pledge, claim, security interest, covenant, restriction, easement,
preemptive right, or any other encumbrance or charge of any kind.
4. Each
party shall be responsible for their own attorneys’ fees and costs.
5. Each
party acknowledges and represents that: (a) they have read the Agreement; (b)
they clearly understand the Agreement and each of its terms; (c) they fully and
unconditionally consent to the terms of this Agreement; (d) they have had the
benefit and advice of counsel of their own selection; (e) they have executed
this Agreement, freely, with knowledge, and without influence or duress; (f)
they have not relied upon any other representations, either written or oral,
express or implied, made to them by any person; and (g) the consideration
received by them has been actual and adequate.
6. This
Agreement contains the entire agreement and understanding concerning the subject
matter hereof between the parties and supersedes and replaces all prior
negotiations, proposed agreement and agreements, written or
oral. Each of the parties hereto acknowledges that neither any of the
parties hereto, nor agents or counsel of any other party whomsoever, has made
any promise, representation or warranty whatsoever, express or implied, not
contained herein concerning the subject hereto, to induce it to execute this
Agreement and acknowledges and warrants that it is not executing this Agreement
in reliance on any promise, representation or warranty not contained
herein.
7. This
Agreement may not be modified or amended in any manner except by an instrument
in writing specifically stating that it is a supplement, modification or
amendment to the Agreement and signed by each of the parties
hereto.
2
8. Should
any provision of this Agreement be declared or be determined by any court or
tribunal to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and said illegal or invalid part, term
or provision shall be severed and deemed not to be part of this
Agreement.
9. The
Parties agree that this Agreement is governed by the Laws of the State of
Florida and that any and all disputes that may arise from the provisions of this
Agreement and which cannot be otherwise resolved shall be brought in the 0xx Xxxxxxx
Xxxxx, Xxxxx xx Xxxxxxx, Xxxxxx of Orange. The Parties agree to waive
their right to trial by jury for any dispute arising out of this
Agreement.
This
Agreement may be executed in facsimile counterparts, each of which, when all
parties have executed at least one such counterpart, shall be deemed an
original, with the same force and effect as if all signatures were appended to
one instrument, but all of which together shall constitute one and the same
Agreement.
IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first indicated
above.
By: /s/ Xxxxx Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title:
CEO
Rocky
Mountain Advisors Corp.
By: /s/ Xxxxxx Xxxxxxx
Name:
Xxxxxx Xxxxxxx
Title:
CEO
3
