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Exhibit
10.71
SUBSCRIPTION
AGREEMENT
This Subscription Agreement
(the “ Agreement ”) is entered into effective as
of as of May 21, 2008 by and between Kevin M. Kearney (“
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;
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 $25,000, the Company
shall issue Investor 100,000 shares of Common Stock at a price of
$.25 per share.
2. 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 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 for the shares
of Common Stock will not be required to accept for registration of
transfer any shares except upon presentation of evidence
satisfactory to the Company that the restrictions on transfer under
the Securities Act have been complied with, and (ii) any
shares of Common Stock in the form of definitive physical
certificates will bear a restrictive legend.
(c) Investor acknowledges and
agrees that: (a) the shares of Common Stock have not been
registered under the Securities Act, or under any state securities
laws, and are being offered and sold in reliance upon federal and
state exemptions for transactions not involving any public
offering; (b) Investor is acquiring the shares of Common Stock
solely for its own account for investment purposes, and not with a
view to the distribution thereof in a transaction that w
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