PROOF OF RESTRICTED SHARES BELOW:
This is right from the recent 8k, under the following section:
Debt Exchange Agreement dated October 8, 2018 between Café Serendipity Holdings, Inc. and Thomas C. Hemingway.
Article 1
EXCHANGE OF STOCK AND DEBT SECURITIES
1.1 Exchange.
(a) The Investor hereby agrees, subject to the terms and conditions set forth herein, to exchange the aggregate principal amount of the Notes, together with all interest thereon accrued up to but not including the effective date of such exchange, as well as the Advances, for Three Hundred Fifty Million (350,000,000) shares of the Common Stock (the “ Exchange Shares ”) at an exchange price of $0.001 per share (the “ Debt Exchange ”).
(b) Subject to the terms and conditions of this Agreement, the consummation of the Debt Exchange shall take place at a closing (the “ Closing ”) to be held at 10:00 a.m., local time, on October 8, 2018, at the offices of Redwood Investment Group, 3700 Campus Drive, Suite 206, Newport Beach, CA 92660, or at such other time, date or place as the parties hereto may mutually agree upon. At the Closing, the Investor shall deliver the Notes and evidence of the Advances for cancellation and the Issuer shall deliver to the Investor a certificate representing the Exchange Shares.
(c) The Exchange Shares will be issued in full satisfaction and payment of the Notes and Advances, and from and after the consummation of the Debt Exchange the Notes and Advances shall represent solely the right to receive the Exchange Shares. In the event that as a result of the Debt Exchange, fractional shares of Common Stock would be required to be issued, such fractional shares shall be rounded up or down to the nearest whole share. The Issuer shall pay any documentary, stamp or similar issue or transfer tax due with respect to the Debt Exchange.
1.2 Legend. Any certificate or certificates representing the Common Shares (or any part thereof) will bear the following legend, together with any and all other legends as may be required pursuant to applicable law (and the Issuer may issue appropriate corresponding stop transfer instructions to any transfer agent for any of such securities):
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACT AND APPLICABLE STATE LAWS OR UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT OR APPLICABLE STATE LAW REQUIREMENTS IS AVAILABLE.” [color=red][/color]
