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Exhibit
10.63
SUBSCRIPTION AND DEBT
CONVERISON AGREEMENT
This Subscription and Debt
Conversion Agreement (the “ Agreement ”) is
entered into effective as of as of November 12, 2007 by and
between George Mainas (“ Investor ”) and Public
Media Works, Inc., a Delaware corporation (the “
Company”) , with reference to the following
facts:
WHEREAS, Investor desires to
purchase shares of Company Common Stock, $0.001 par value (the
“ Common Stock ”), and the Company desires to
sell shares of Common Stock to the Investor based on the terms and
representations contained herein;
WHEREAS, Investor has
provided a debt investment into the Company in the amount of
$104,493 of advanced funds and accounts payable paid on behalf of
the Company as of October 31, 2007 (the “ Debt
”), and the Company and Investor desire to convert the Debt
into shares of Common Stock.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Investor and the Company agree as
follows:
1. Payment of Purchase
Price; Issuance of Common Stock. In exchange for
Investor’s payment in the amount of $50,000, the Company
shall issue Investor 500,000 shares of Common Stock at a price of
$.10 per share.
2. Conversion to Common
Stock . Effective as of November 12, 2007, all of the Debt
shall be converted into shares of Common Stock at a price per share
of $.10 for an aggregate number of shares of 1,044,930. Upon
execution of this Agreement, the Company shall instruct its
transfer agent to issue a total of 1,544,930 shares of Common Stock
to the Investor.
3. Investor
Representations . The Company is issuing the Common Stock to
Investor in reliance upon the following representations made by
Investor:
(a) Investor acknowledges and
agrees that the shares of Common Stock are characterized as
“restricted securities” under the Securities Act of
1933 (as amended and together with the rules and regulations
promulgated thereunder, the “ Securities Act ”)
and that, under the Securities Act and applicable regulations
thereunder, such securities may not be resold, pledged or otherwise
transferred without registration under the Securities Act or an
exemption therefrom. Investor acknowledges and agrees that
(i) the shares of Common Stock are being offered in a
transaction not involving any public offering in the United States
within the meaning of the Securities Act, and the shares of Common
Stock have not yet been registered under the Securities Act, and
(ii) such shares of Common Stock may be offered, resold,
pledged or otherwise transferred only
1
in a transaction registered under the
Securities Act, or meeting the requirements of Rule 144, or in
accordance with another exemption from the registration
requirements of the Securities Act (and based upon an opinion of
counsel if the Company so requests) and in accordance with any
applicable securities laws of any State of the United States or any
other applicable jurisdiction.
(b) Investor acknowledges and
agrees that (i) the registrar or transfer agent
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