Reg D 506 paper can be cleared up using the original debt date as the start date for the rule 144 timer. meaning if the debt is over 2 years old or even 1 years old all it takes is a legal opinion the remove the restriction. contact your broker for more information
This Debt Conversion Agreement (the “ Agreement ”) is entered into as of November 12, 2007 by and between Public Media Works, Inc., a Delaware corporation (the “ Company ”), and Thomas Szabo (the “ Debtholder ’), with reference to the following facts:
A. Debtholder provided a debt investment into the Company in the principal amount of $56,700 prior to October 31, 2005, and $5,000 in May 2006, pursuant to the terms of un-certificated promissory notes payable on demand (the “ Note ”).
B. The Company and Debtholder desire to convert all of the outstanding amount under the Note into shares of Company Common Stock, $0.0001 par value (the “ Common Stock ”). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Amount Outstanding Under Note . The amount of principal and interest outstanding under the Note as of October 31, 2007 is $68,397.
2. Conversion to Common Stock . Effective as of November 12, 2007, all of the amount outstanding under the Note shall be converted into shares of Common Stock at a price per share of $.10 for an aggregate number of shares of 683,970. Upon execution of this Agreement, the Company shall instruct its transfer agent to issue such shares of Common Stock to the Debtholder.
3. Return of Note . Upon execution of this Agreement, the Note shall be deemed to be paid in full, including all principal and accrued interest. Upon the execution of this Agreement, if the Debtholder has a written promissory note from the Company, the Debtholder shall return the original Note to the Company marked “CANCELLED: PAID IN FULL”.
4. Unrestricted Stock . The Common Stock to be issued hereunder has not been registered with the United States Securities and Exchange Commission or with the securities regulatory authority of any state. The Common Stock is subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “ Act ”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. However, the Company acknowledges that (i) the Note surrendered by the Debtholder for conversion are securities which involved investment risk under Rule 144(d)(3)(ii) of the Act, (ii) $63,397 the Debt has been held by Debtholder for over two years and $5,000 of the Debt has been held by Debtholder for over one year, and (iii) Debtholder shall be eligible to sell 633,970 of the shares of Common Stock under Rule 144(k) of the Act and 50,000 of the shares of Common Stock under Rule 144 of the Act.
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