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Re: kayakzz post# 18238

Wednesday, 05/08/2013 5:17:57 PM

Wednesday, May 08, 2013 5:17:57 PM

Post# of 74539
kayakzz, to your question, I believe the answer is "no" because the restrictions attach to the shares, i.e., if Frankel transfers restricted shares for "consultation services" those remain restricted. It is only if the shares are free-trading and unrestricted pursuant to: (1) an S-1 Filing declared "EFFECTIVE" by the SEC; or (2) an exemption to the S-1 Filing in Rule 144, and subsequently transferred would such shares be free-trading. This is my understanding.

So, could Frankel Spankel pay his golf buddy, mistress, college room mate or bartender shares of stock for "consultation services", which they then sell to the shareholders?


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