CONVERSION AGREEMENT
This
Conversion Agreement dated September 28, 2007 (the "Agreement")
is by
and between Public Company Management Corporation., a Nevada corporation and
its
subsidiaries (collectively, the “Company”)
and
Xxxxxxx Xxxxx, an individual (“Xxxxx”).
WITNESSETH:
WHEREAS,
from
time to time, Xxxxx has loaned the Company a net aggregate amount of
$1,019,656.86 (the “Debt”)
as
provided in the schedule below:
****
WHEREAS,
Xxxxx
desires to convert the Debt at $1.00 per share into 1,019,657 restricted shares
(the “Shares”)
of
common stock, par value $.001 per share (the “Common
Stock”)
of the
Company in full satisfaction of the Debt;
WHEREAS,
the
Company desires to convert the Debt at $1.00 per share and issue the Shares
to
Xxxxx in full satisfaction of the Debt;
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants, agreements, and other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
| 1. |
Warranties
and Representations of Xxxxx.
Xxxxx warrants and represents to the Company that Xxxxx (i) owns or
has
rights in the Debt free and clear of any claim whatsoever by any parties;
(ii) has not pledged or encumbered the Debt in any manner; (iii) has
granted no right, warrant, purchase option, or any other right which
directly or indirectly affects the Debt; (iv) is aware that the Common
Stock of the Company to be received upon conversion as provided in
section
2 hereof will be restricted stock and will not be freely transferable
by
Xxxxx and can only be transferred or sold at some later date pursuant
to
federal and state exemptions; (v) knows that no public market exists
for
the Shares and that Xxxxx may not have the ability to liquidate the
investment readily; (vi) is acquiring the Shares solely for the his
own
account for investment purposes only and not with a view towards their
distribution within the meaning of the Securities Act of 1933 (the
“Act”);
(vii) has no agreement or other arrangement, formal or informal, with
any
person to sell, transfer or pledge any part of the Shares or which
guarantees Xxxxx any profit of or indemnifies Xxxxx for any loss with
respect to the Shares; (viii) has no plans to enter into any agreement
or
arrangement of that nature; (ix) understands that he must bear the
economic risk of the investment for an indefinite period of time because
he cannot sell or otherwise transfer the Shares in the absence of the
registration provisions of all applicable securities acts; and (x)
understands that the Company has no obligation to register the shares
under any securities act.
|
| 2. |
Conversion.
Xxxxx and the Company hereby irrevocably convert the net aggregate
amount
of $1,019,656.86 of Debt at $1.00 per share into 1,019,657 restricted
Shares of Common Stock of the Company as of the date first written
above.
Xxxxx represents and warrants that all offers and sales by the undersigned
of the securities issuable to the undersigned upon conversion of the
Debt
shall be made pursuant to registration of the securities under the
Securities Act of 1933, as amended (the “Act”),
or pursuant to an exemption from registration under the Act. The Company
shall issue a certificate or certificates for the number of Shares
of
Common Stock in the name of X. Xxxxx and X. Xxxxx General Partners
Trustee
of Xxxxx Family Trust bearing the following restrictive
legend:
|
“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND
MAY
NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER: i)
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL,
SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND
APPLICABLE STATE SECURITIES LAWS.”
| 3. |
Miscellaneous.
|
| (a) |
Assignment.
All of the terms, provisions and conditions of this Agreement shall
be
binding upon and shall inure to the benefit of and be enforceable by
the
parties hereto and their respective successors and permitted assigns.
|
| (b) |
Applicable
Law.
This Agreement shall be construed in accordance with and governed by
the
laws of the State of Nevada, excluding any provision which would require
the use of the laws of any other
jurisdiction.
|
| (c) |
Entire
Agreement, Amendments and Waivers.
This Agreement constitutes the entire agreement of the parties hereto
and
expressly supersedes all prior and contemporaneous understandings and
commitments, whether written or oral, with respect to the subject matter
hereof. No variations, modifications, changes or extensions of this
Agreement or any other terms hereof shall be binding upon any party
hereto
unless set forth in a document duly executed by such party or an
authorized agent or such party.
|
| (d) |
Faxed
Copies.
For purposes of this Agreement, a faxed signature shall constitute
an
original signature.
|
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the day and year first written
above.
_______________________
“COMPANY”
Public
Company Management Corporation
/s/
Xxxx X'Xxxx High
Xxxx
X'Xxxx High, CFO
“XXXXX”
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx
