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Cassandra

03/12/14 1:29 AM

#114155 RE: tynich01 #114140

Under Rule 144, the new shares issued as redemption/conversion shares would have to have a restrictive legend.

Companies issue free trading shares all the time?

Yes, OTC/PK companies often illegally issue new shares as free-trading shares as PVEC has previously done. An attorney is required to supply an opinion letter to the TA to remove the otherwise required restrictive legend that would need to be applied. Unfortunately there are attorneys who are willing to supply bogus opinion letters for a fee or shares.

However illegal issuances of new shares as "free trading" could result in a DTC chill or even regulatory action against the company if it does not follow SEC rules such as Rule 144 before such stock could be deemed to be "free trading."

Rule 144 would apply to common stock issued as redemption/conversion shares of the PVEC Series C Preferred Stock.