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Exhibit
10.61
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 F.
James McCarl (the “ Debtholder ’), with
reference to the following facts:
A. Debtholder provided a debt
investment into the Company in the amount of $10,000 in July 2005
pursuant to the terms of an un-certificated promissory note 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 $11,141.
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 111,410. 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 Note surrendered by the Debtholder for
conversion are securities which involved investment risk and have
been held by Debtholder for over two years as provided under
Rule144(d)(3)(ii) of the Act, and that Debtholder shall be eligible
to sell the Common Stock under Rule 144(k) 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 representations made
by the Debtholder:
(a) Debtholder is an
“accredited investor” within the meanings set forth in
Regulatio
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