0001193125-07-270285 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 21st, 2007 • Pinnacle Data Systems Inc • Services-computer programming services • Ohio

This Securities Purchase Agreement (this “Agreement”) is made and entered into as of December 20, 2007, by and among Pinnacle Data Systems, Inc., an Ohio corporation (the “Company”), and each purchaser signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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ESCROW AGREEMENT
Escrow Agreement • December 21st, 2007 • Pinnacle Data Systems Inc • Services-computer programming services • Ohio

THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of December 20, 2007 by and among Pinnacle Data Systems, Inc., an Ohio corporation (the “Company”), Lake Street Fund, LP (the “Lead Investor”), Berlin Financial, Ltd. and MidSouth Investor Fund, L.P. (each an “Investor” and together with the Lead Investor, the “Investors”), and Bank of New York (the “Escrow Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 21st, 2007 • Pinnacle Data Systems Inc • Services-computer programming services • Ohio

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 20, 2007, by and among Pinnacle Data Systems, Inc., an Ohio corporation (the “Company”), and each purchaser signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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