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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:
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PINNACLE TOWERS IV INC.
By:
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