The undersigned (the "Subscriber") hereby subscribes for and agrees to purchase from Accelacorp 1, Inc. (the "Company"), subject to the terms and conditions set forth in the Prospectus dated , ------------------------------- 2001 (the "Prospectus"), a...Subscription Agreement • February 1st, 2002 • Accelacorp 1 Inc • Blank checks • California
EXHIBIT 1.2 ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Agreement") is made and entered into as of December 31, 2001 between Accelacorp 1, Inc., a California corporation (the "Issuer"), with offices at 5777 West Century Boulevard, Suite 1540, Los...Escrow Agreement • February 1st, 2002 • Accelacorp 1 Inc • Blank checks • California
EXHIBIT 1.3 WARRANT AGREEMENT BETWEEN ACCELACORP 1, INC.Warrant Agreement • June 29th, 2001 • Accelacorp 1 Inc • California
EXHIBIT 1.2Escrow Agreement • June 29th, 2001 • Accelacorp 1 Inc • California
EXHIBIT 1.1Subscription Agreement • June 29th, 2001 • Accelacorp 1 Inc • California
EXHIBIT 10.2 [BRIGHTON STREET ADVISORY, L.L.C. LETTERHEAD] June 26, 2001 Board of Directors Accelacorp 1, Inc. 5777 West Century Boulevard, Suite 1540 Los Angeles, California 90045 Gentlemen: This agreement confirms that Accelacorp 1, Inc. (the...Financial Advisory Agreement • June 29th, 2001 • Accelacorp 1 Inc
June 26, 2001 Board of Directors Accelacorp 1, Inc. 5777 West Century Boulevard, Suite 1540 Los Angeles, California 90045 Gentlemen: This agreement confirms that Accelacorp 1, Inc. (the "Company") has retained Brighton Street Advisory, L.L.C., a California limited liability company ("Brighton") as its financial advisor in connection with a potential Transaction (as defined below). Brighton agrees to advise and assist the Company in acquiring or merging with another company or business or other similar transaction or series of transactions (any of the foregoing, a "Transaction"). Terms of Engagement 1. The Company has the right to reject any offers that may result from this engagement. Brighton's engagement provides no assurance that the Company will consummate the Transaction. Brighton also believes it is vital that its advice be balanced with input from legal and other professional advisors to the Company. 2. During the period of Brighton's engagement, neither the Company nor any agen
EXHIBIT 10.3 PRIVATE CREDIT AGREEMENT DATED AS OF JANUARY 29, 2001Private Credit Agreement • February 1st, 2002 • Accelacorp 1 Inc • Blank checks
A G R E E M E N TOfficers and Directors Indemnification Agreement • June 29th, 2001 • Accelacorp 1 Inc • California
