Subscription Agreement between Pinnacle Towers Inc. and Pinnacle Towers IV Inc. for Series A Preferred and Common Stock

Summary

Pinnacle Towers Inc. agrees to purchase 2,400 shares of Series A Convertible Preferred Stock and 20 shares of common stock from Pinnacle Towers IV Inc. for a total of $2,400,500. The payment is made by wire transfer on the agreement date. Pinnacle Towers Inc. confirms it is buying the shares for investment purposes and is an accredited investor. Pinnacle Towers IV Inc. confirms it is authorized to issue the shares, which will be fully paid and nonassessable upon issuance.

EX-10.5 2 g65385ex10-5.txt SUBSCRIPTION AGREEMENT 1 Exhibit 10.5 SUBSCRIPTION AGREEMENT This Subscription Agreement is entered into effective as of August 17, 2000, between Pinnacle Towers Inc., a Delaware corporation (the "Purchaser") and Pinnacle Towers IV Inc., a Florida corporation (the "Company"). The Company has created and authorized the issuance of shares of its Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock") and of its common stock, par value $0.001 per share. The Company has agreed to issue and sell to the Purchaser, and the Purchaser has agreed to subscribe for and purchase, certain of the shares of Series A Preferred Stock and of the common stock.. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree as follows: 1. SUBSCRIPTION, PURCHASE AND SALE. The Purchaser hereby subscribes for and purchases, and the Company hereby issues and sells to the Purchaser, 2,400 shares of Series A Preferred Stock, for an aggregate purchase price of $2,400,000 and 20 shares of common stock for an aggregate purchase price of $500. 2. PAYMENT OF SUBSCRIPTION PRICE. The Purchaser is paying the aggregate purchase price for the 2,400 shares of Series A Preferred Stock and the 20 shares of common stock on the date of this Subscription Agreement by wire transfer of immediately available funds as directed by the Company. 3. PURCHASER'S REPRESENTATIONS. The Purchaser represents and warrants that it is acquiring the shares of Series A Preferred Stock and common stock being purchased by it hereunder solely for its own account, for investment purposes, and that the Purchaser is an accredited investor, as that term is defined in the rules and regulations promulgated under the Securities Act of 1933, as amended. 4. COMPANY'S REPRESENTATIONS. The Company represents and warrants to the Purchaser that (a) the Company is a corporation existing and in good standing under the laws of the State of Florida, (b) the Company has the legal power and capacity to enter into this Agreement and issue the 2,400 shares of Series A Preferred Stock and the 20 shares of common stock to be issued pursuant to this Agreement, and (c) when issued in accordance with this Agreement, such shares will be duly authorized, validly issued, fully paid and nonassessable. 5. MISCELLANEOUS. This Subscription Agreement may be executed in two or more counterparts, no one of which need contain the signatures of both parties hereto. This Subscription Agreement is hereby executed and delivered by the parties to be effective as of the date first written above. PINNACLE TOWERS INC. By: ----------------------------- ----------------------------- PINNACLE TOWERS IV INC. By: ----------------------------- -----------------------------