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Exhibit
10.62
DEBT CONVERSION
AGREEMENT
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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5. Debtholder
Representations . The Company is issuing the Common Stock to
the Debtholder in reliance upon the following rep
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