SUBSCRIPTION AGREEMENT
PINNACLE FUND I, INC.
Pinnacle Fund I, Inc., a Utah corporation with its principal office
at 0000 Xxxx 0000 Xxxxx, Xxxxx, Xxxx 00000 (hereinafter the
"Company") and the undersigned (hereinafter the ?Subscriber?) agree
as follows:
WHEREAS:
A. The Company desires to issue asset backed notes in the face
amount of $1,000 each (hereinafter the "Notes"); and
B. The Subscriber desires to acquire the number of Notes set forth
on the signature page hereof.
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants hereinafter set-forth, the parties hereto do hereby
agree as follows:
SUBSCRIPTION FOR NOTES
1.1 Subject to the terms and conditions hereinafter set-forth, the
Subscriber hereby subscribes for and agrees to purchase from the
Company such number of Notes as is set-forth upon the signature page
hereof at a price equal to $1,000 per Note, and the Company agrees to
sell such Notes to the Subscriber for said purchase price subject to
the Company's right to sell to the Subscriber such lesser number of
Notes as it may, in its sole discretion, deem necessary or desirable.
Upon execution, this subscription shall be irrevocable by the
Subscriber.
1.2 The purchase price for the Notes subscribed to hereunder is
payable by the Subscriber contemporaneously with the execution and
delivery of this Subscription Agreement.
1.3 Any acceptance by the Company of the Subscription is conditional
upon compliance with all securities laws and other applicable laws of
the jurisdiction in which the Subscriber is resident. Each
Subscriber will deliver to the Company all other documentation,
agreements, representations and requisite government forms required
by the lawyers for the Company as required to comply with all
securities laws and other applicable laws of the jurisdiction of the
Subscriber.
REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER
2.1 Subscriber hereby severally represents and warrants to the
Company the following:
(A) the Subscriber recognizes that the purchase of Notes
subscribed to herein involves a high degree of risk;
(B) only investors who can afford the loss of their entire
investment should consider investing in the Notes;
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(C) the Subscriber has been furnished with a copy of the
prospectus discussing the Company, the Notes and other
applicable disclosure information;
(D) the Subscriber has such knowledge and experience in finance,
securities, investments, and other business matters so as to
be able to protect its interests in connection with this
transaction.
(E) the Subscriber acknowledges that no market for the Notes
presently exists and none will develop in the future.
(F) the Subscriber has full power and authority to enter into
this Agreement which constitutes a valid and legally binding
obligation, enforceable in accordance with its terms;
(G) the Subscriber has satisfied himself or herself as to the
full observance of the laws of his or her jurisdiction in
connection with any invitation to subscribe for the Notes
and/or any use of this Agreement, including: (i) the legal
requirements within his/her jurisdiction for the purchase of
the Notes, (ii) any foreign exchange restrictions applicable
to such purchase, (iii) any governmental or other consents
that may need to be obtained, and (iv) the income tax and
other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale, or transfer of the
Notes.
REPRESENTATIONS BY THE COMPANY
3.1 The Company represents and warrants to the Subscriber that:
(A) The Company is a corporation duly organized, existing and in
good standing under the laws of the State of Utah and has the
corporate power to conduct the business which it conducts and
proposes to conduct.
(B) Upon issue, the Notes will be duly and validly issued and a
binding obligation of the Company.
TERMS OF SUBSCRIPTION
4.1 Pending acceptance of this subscription by the Company, all
funds paid hereunder shall be deposited by the Company and
immediately available to the Company for the purposes set forth in
the prospectus. In the event the subscription is not accepted, the
subscription funds will constitute a non-interest bearing demand loan
of the Subscriber to the Company.
4.2 The Subscriber hereby authorizes and directs the Company to
deliver the securities to be issued to such Subscriber pursuant to
this Subscription Agreement to the Subscribers address indicated
herein.
4.3 The Subscriber acknowledges that the Notes are being offered on
a "best efforts" basis and are not subject to any minimum
subscription requirements.
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MISCELLANEOUS
5.1 Any notice or other communication given hereunder shall be
deemed sufficient if in writing and sent by registered or certified
mail, return receipt requested, addressed to the Company, at its
principal office at 0000 Xxxx 0000 Xxxxx, Xxxxx, Xxxx 00000, and to
the Subscriber at his address indicated on the last page of this
Subscription Agreement. Notices shall be deemed to have been given on
the date of mailing, except notices of change of address, which shall
be deemed to have been given when received.
5.2 Notwithstanding the place where this Subscription Agreement may
be executed by any of the parties hereto, the parties expressly agree
that all the terms and provisions hereof shall be construed in
accordance with and governed by the laws of the State of Utah.
5.3 The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the purposes
and intent of this Subscription Agreement.
IN WITNESS WHEREOF, this Subscription Agreement is executed as of the
day of ,2003.
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Number of Notes Subscribed For:
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Signature of Subscriber:
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Name of Subscriber:
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Address of Subscriber:
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Subscribers Social Security No.
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ACCEPTED BY: PINNACLE FUND I, INC.
Signature of Authorized Signatory:
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Name of Authorized Signatory:
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Position of Authorized Signatory:
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Date of Acceptance:
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