0001093287-06-000101 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 28th, 2006 • Blackhawk Fund • Services-services, nec • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of September 18, 2006, by and between The Blackhawk Fund, a corporation organized under the laws of State of Nevada, with its principal executive office at 1802 N. Carson Street, Suite 212-3018, Carson City, NV 89701 (the “Company”), and Dutchess Private Equities Fund, II, LP, a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

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INVESTMENT AGREEMENT
Investment Agreement • September 28th, 2006 • Blackhawk Fund • Services-services, nec • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of September 18, 2006 by and between The Blackhawk Fund a Nevada corporation (the "Company"), and Dutchess Private Equities Fund, II, LP, a Delaware limited partnership (the "Investor").

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