Contract
Reference
is made to the Secured Convertible Promissory Note of Sanswire Corp. (“Sanswire”) dated December 18,
2008 in the principal amount of Fifty Thousand Dollars ($50,000) issued to
Global Telesat Corp. (“GTC”) (the “Secured Note”) and to the
related Pledge Agreement dated December 18, 2008 between Sanswire, GTC and
Xxxxxxxx X. Xxxxxxxx (“Xxxxxxxx”) (the “Pledge
Agreement”). All capitalized terms which are used but not
defined herein shall have the meanings ascribed to them in the Secured Note and
the Pledge Agreement, as applicable.
Sanswire hereby acknowledges that the
Secured Note (including all accrued interest, late fees and other charges due
thereunder) was not paid when due on the Maturity Date.
Sanswire and Leinwand acknowledge that,
as a consequence of Sanswire’s default under the Secured Note, GTC foreclosed
its lien and security interest in the Pledged Shares as of March 30,
2009. As a consequence thereof, ownership in the Pledged Shares
became vested in GTC as of March 30, 2009 and GTC hereby acknowledges that, by
virtue thereof, the Secured Note was deemed paid in full.
Sanswire and Leinwand hereby represent
and warrant to GTC that the Pledged Shares were and are free and clear of all
liens, claims and encumbrances and are eligible for resale under Rule 144 of the
Securities Act of 1933, as amended.
Promptly after the date hereof, GTC
will return stock certificate No. GC3498 for the Pledged Shares to
Sanswire. Sanswire will, within ten days after receipt thereof, cause
Sanswire’s Transfer Agent to issue and deliver to GTC at 00 Xxxx Xxxxx Xxxx,
Xxxxxxx, Xxx Xxxx 00000, a replacement original stock certificate of Sanswire in
the name of Global Telesat Corp. for 1,000,000 shares of Sanswire’s common
stock, which certificate shall be unlegended. Sanswire will bear all
costs and expenses in connection therewith. Sanswire further
represents and warrants to GTC that the Pledged Shares are registered and may be
sold by GTC, in whole or in part, from time to time, without
restriction.
Sanswire and Leinwand hereby represent
and warrant that all required corporate and other actions and consents have been
obtained in connection with this Agreement and that this Agreement constitutes a
legally binding obligation of Sanswire and Leinwand.
This
Agreement (i) constitutes the sole and entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral or written, between the parties hereto with
respect to the subject matter hereof, (ii) may not be modified or waived except
pursuant to a written instrument signed by the party to be bound thereby, (iii)
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors, heirs, personal representatives and permitted assigns,
(iv) shall be governed by and construed in accordance with the internal laws of
the State of New York, (v) shall not be assignable by either of the parties
hereto without the written consent of the non-assigning party, (vi) shall, if
any term or provision hereof shall be determined to be unenforceable, remain
valid and in full force and effect with respect to all other provisions of this
Agreement not affected by such unenforceable provision or provisions, (vii) may
be executed in one or more counterparts, each of which, when executed and
delivered, shall be deemed an original, but all of which when taken together,
shall constitute one and the same instrument, and (viii) may be completed by
facsimile transmission, which transmission will be deemed to be an original and
considered fully legal and binding on all of the signatories
hereto.
IN WITNESS WHEREOF, the
parties hereto have hereunto set their hands and seals as of this ___ day of
March, 2009.
By:________________________________
Xxxxxxxx X. Xxxxxxxx
Chief Executive
Officer
___________________________________
Xxxxxxxx X. Xxxxxxxx,
Individually
GLOBAL TELESAT CORP.
By:________________________________
Xxxxx X. Xxxxxx, President
and
Chief Executive Officer
