RESTRICTED COMMON STOCK PURCHASE AGREEMENT
This RESTRICTED COMMON STOCK PURCHASE AGREEMENT (this “ Agreement ”) is made as of December 21, 2005
by and between Public Media Works, Inc., a Delaware corporation (the “ Company ”), and Stephen Brown (the “ Holder ”).
ISSUANCE OF SHARES
1.1 Shares . The Holder has been issued Four Million (4,000,000) shares of Company Common Stock, $.001 par value (the “
Shares ”), pursuant to the terms of the Employment Agreement dated December 21, 2005 (the “ Employment Agreement ”)
between the Company and Holder. Such Shares are subject to the Company’s repurchase rights and provided herein.
1.2 Delivery of Certificate . The Company shall deliver to Holder the Certificate representing the Shares promptly after the
execution of this Agreement.
1.3 Stockholder Rights . Until such time as the Company actually exercises its repurchase right under this Agreement, the
Holder (or any successor in interest) shall have all the rights of a stockholder (including voting and dividend rights) with
respect to the Shares, subject, however, to the transfer restrictions of Article IV.
SECURITIES LAW COMPLIANCE
2.1 Restricted Securities . The Holder hereby confirms that the Holder has been informed that the Shares are restricted
securities under the Securities Act of 1933, as amended (the “1933 Act”), and may not be resold or transferred unless the Shares
are first registered under the federal securities laws or unless an exemption from such registration is available. Accordingly, the
Holder hereby acknowledges that the Holder is prepared to hold the Shares for an indefinite period and that the Holder is aware
of the requirements for transfer under Rule 144 of the Securities and Exchange Commission (the “SEC”) promulgated under the
1933 Act, and that the Rule 144 requirements are subject to change at any time.
2.2 Disposition of Shares . Subject to the terms of this Agreement, the Holder hereby agrees that he shall