EXHIBIT 4.7 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "AGREEMENT") is made as of June __, 2005, by and among Accupoll Holding Corp., a Nevada corporation (the "COMPANY"), the purchasers signatory hereto (each a "PURCHASER" and together the...Escrow Agreement • June 29th, 2005 • Accupoll Holding Corp • Office machines, nec • New York
ARTICLE I DEFINITIONSSecurities Purchase Agreement • December 1st, 2005 • Accupoll Holding Corp • Office machines, nec • New York
EXHIBIT 4.5 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Common Stock Purchase Warrant • November 10th, 2004 • Accupoll Holding Corp • Blank checks • New York
RECITALSIndemnification Agreement • June 8th, 2004 • Accupoll Holding Corp • Blank checks • California
RECITALSConsulting Agreement • February 20th, 2003 • Accupoll Holding Corp • Blank checks
EXHIBIT 4.2 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • November 10th, 2004 • Accupoll Holding Corp • Blank checks • New York
EXHIBIT 4.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAS BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF...Note Agreement • August 26th, 2005 • Accupoll Holding Corp • Office machines, nec
EXHIBIT 4.5 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • June 29th, 2005 • Accupoll Holding Corp • Office machines, nec
RECITALSEmployment Agreement • June 8th, 2004 • Accupoll Holding Corp • Blank checks • California
EXHIBIT 1Reorganization Agreement • April 23rd, 2003 • Accupoll Holding Corp • Blank checks • California
EXHIBIT 4.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT"), dated as of October ___, 2004, by and among Accupoll Holdings, Corp., a Nevada corporation (the "COMPANY"), and the subscribers identified on the signature page hereto...Subscription Agreement • November 10th, 2004 • Accupoll Holding Corp • Blank checks • New York
EXHIBIT 10.6 MASTER SERVICES AGREEMENT This Master Services Agreement (the "Agreement") between Web Tools International, Inc. ("Contractor") and AccuPoll, Inc., a Delaware corporation ("Buyer") is effective September 1, 2041 (the "Effective Date"),...Master Services Agreement • June 8th, 2004 • Accupoll Holding Corp • Blank checks • California
EXHIBIT 10.1 AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JUNE 30, 2004 BY AND AMONG ACCUPOLL HOLDING CORP.Agreement and Plan of Reorganization • July 1st, 2004 • Accupoll Holding Corp • Blank checks • California
EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of June 22, 2005, by and among Accupoll Holding Corp., a Nevada corporation (the "COMPANY"), and the purchasers signatory...Registration Rights Agreement • June 29th, 2005 • Accupoll Holding Corp • Office machines, nec • New York
EXHIBIT 4.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAS BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF...Note • August 26th, 2005 • Accupoll Holding Corp • Office machines, nec
RECITALSEmployment Agreement • October 7th, 2002 • Accupoll Holding Corp • Blank checks • California
ARTICLE II REGISTRATION RIGHTSRegistration Rights Agreement • September 28th, 2005 • Accupoll Holding Corp • Office machines, nec • California
EXHIBIT 4.3 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • September 17th, 2004 • Accupoll Holding Corp • Blank checks • New York
ARTICLE I INTERPRETATIONFunds Escrow Agreement • November 10th, 2004 • Accupoll Holding Corp • Blank checks • New York
RECITALSIndemnification Agreement • October 7th, 2002 • Accupoll Holding Corp • Blank checks • California
PREMISESTeaming Agreement • September 28th, 2004 • Accupoll Holding Corp • Blank checks • Colorado
EXHIBIT 4.4 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • November 10th, 2004 • Accupoll Holding Corp • Blank checks • New York
EXHIBIT 10.2 EXCLUSIVE SUPPLY AGREEMENTExclusive Supply Agreement • September 28th, 2005 • Accupoll Holding Corp • Office machines, nec • North Carolina
RECITALSEmployment Agreement • July 8th, 2005 • Accupoll Holding Corp • Office machines, nec • California
RECITALSEmployment Agreement • October 7th, 2002 • Accupoll Holding Corp • Blank checks • California
RECITALSEmployment Agreement • July 8th, 2005 • Accupoll Holding Corp • Office machines, nec • California
GENERAL RELEASE AND SETTLEMENT AGREEMENT THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT (the "Release") is made and entered into this the 1st day of March 2005 by and between GCH Capital, Ltd ("Consultant"), Livingston Investments, Ltd. ("Livingston"),...General Release and Settlement Agreement • September 28th, 2005 • Accupoll Holding Corp • Office machines, nec • California
AMENDMENT NO. 4 TO DEBENTURE ISSUANCE DATE June 20,2003 CONVERTIBLE DEBENTURE DUE June 30,2005 (as amended) AMOUNT Up to $ 1,250,000.00 (as amended) This Amendment No. 4 to Debenture, dated March 2, 2005, is made by and between AccuPoll Holding Corp.,...Debenture Amendment • September 28th, 2005 • Accupoll Holding Corp • Office machines, nec
BUSINESS ADVISORY AGREEMENT Signal Capital Partners and Accupoll Holding Corp. -------------------------------------------------- This Business Advisory Agreement ("Agreement") dated this 1st day of April, 2003, is entered into by and between Signal...Business Advisory Agreement • October 14th, 2003 • Accupoll Holding Corp • Blank checks • California
COLLATERAL LOAN AGREEMENT AND PROMISSORY NOTE This Collateral Loan Agreement and Promissory Note [the "Agreement"] is entered into, as of the date last entered below, between Mercatus & Partners Ltd., a Cardiff, Wales corporation [the "Lender"], and...Collateral Loan Agreement • October 14th, 2003 • Accupoll Holding Corp • Blank checks • Cardiff
CONTINENTAL ADVISORS SA 50, VAL FLEURI L-1526 LUXEMBOURG MASTER SELLING AGREEMENT 15 September 2005 CONFIDENTIAL AccuPoll Holding Corp. 15101 Red Hill Avenue - Suite 220 Tustin, California 92780 ATTENTION: WILLIAM NIXON, CHIEF EXECUTIVE OFFICER...Master Selling Agreement • October 4th, 2005 • Accupoll Holding Corp • Office machines, nec • Luxembourg
RECITALSEmployment Agreement • July 8th, 2005 • Accupoll Holding Corp • Office machines, nec • California
RIDER TO COLLATERAL LOAN AGREEMENT AND PROMISSORY NOTE In the event of any conflict between the provisions of this Rider, which applies to the Banca della Rete $300,000.00 tranche only, and the provisions of a Collateral Loan Agreement and Promissory...Collateral Loan Agreement • October 14th, 2003 • Accupoll Holding Corp • Blank checks
Business Development Agreement BUSINESS DEVELOPMENT AGREEMENT This Business Development Agreement ("Agreement") dated this 1st day of April, 2003, is entered into by and between Shane Rodgers ("Advisors"), individuals residing in the state of...Business Development Agreement • October 14th, 2003 • Accupoll Holding Corp • Blank checks • California
RIDER TO COLLATERAL LOAN AGREEMENT AND PROMISSORY NOTE In the event of any conflict between the provisions of this Rider and the provisions of a Collateral Loan Agreement and Promissory Note [the "Agreement] between Mercatus & Partners, Ltd....Collateral Loan Agreement and Promissory Note • October 14th, 2003 • Accupoll Holding Corp • Blank checks
