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 0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx
00000 and Camden Securities, Inc. (the "Escrow Agent"), having its principal
place of business at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx,
Xxxxxxxxxx 00000.
W I T N E S S E T H :
A. The Issuer has filed with the Securities and Exchange Commission
(the "Commission") a Form SB-2 Registration Statement (Registration No.
333-64108)(the "Registration Statement") covering a proposed public offering of
a maximum of 1,000,000 shares of its common stock, no par value per share (such
1,000,000 shares of common stock are hereinafter collectively referred to as the
"Shares" and individually, a "Share"), as described on the Information Sheet (as
defined herein).
B. The Issuer proposes to offer the Shares on a "best efforts, all or
none basis" at the price per share set forth on the Information Sheet.
C. The Issuer proposes to establish a trust account with the Escrow Agent
in connection with such public offering and the Escrow Agent is willing to
establish such trust account on the terms and subject to the conditions
hereinafter set forth and subject to the approval of the State Administrators
set forth on the list attached hereto as Exhibit "A" (hereinafter referred to as
the "State Administrators"). The purpose of this Agreement is to comply with the
provisions of Rule 419 of Regulation C promulgated under the Securities Act of
1933, as amended ("Rule 419"), and under the applicable securities laws of all
states in which the offering of Shares (the "Offering") is made.
D. Escrow Agent is a registered securities broker-dealer having a net
capital under the Securities and Exchange Commission's rules of at least
$25,000.
E. The Escrow Agent must be satisfactory to the State Administrators and
it is not affiliated with the Issuer.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:
A G R E E M E N T
1. INFORMATION SHEET.
Each capitalized term not otherwise defined in this Agreement shall have
the meaning set forth for such term on the Information Sheet which is attached
to this Agreement as Exhibit "B" and is incorporated by reference herein and
made a part hereof (the "Information Sheet").
2. ESTABLISHMENT OF ESCROW ACCOUNT.
2.1 Escrow Agent shall establish a trust account on behalf of the
purchasers in the Shares in the Offering and bearing the designation set forth
on the Information Sheet (the "Escrow Account"). On or before the date of the
initial deposit in the Escrow Account pursuant to this Agreement, the Issuer
shall notify the Escrow Agent in writing of the effective date of the
Registration Statement (the "Effective Date") and the Escrow Agent shall not be
required to accept any amount for deposit in the Escrow Account prior to its
receipt of such notification.
2.2 The period during which Escrow Agent shall be required to accept
amounts for deposit in the Escrow Account (the "Escrow Deposit Period") shall
begin on the Effective Date and shall terminate upon the earlier to occur of the
following dates: (a) the date upon which a determination is made by the Issuer
to terminate the Offering prior to the sale of all of the Shares, and such
determination is communicated to the Escrow Agent in writing or (b) the
expiration of ninety (90) days from the Effective Date (unless extended as
permitted in the Registration Statement for an additional ninety (90) days at
the sole discretion of the Issuer, and with a copy of such extension to the
Escrow Agent and the State Administrators), and all of the Shares have not been
sold during such 90-day period (or any period of extension). The last day of
the Escrow Deposit Period is referred to herein as the "Deposit Termination
Date." After the Deposit Termination Date, the Issuer shall not deliver to the
Escrow Agent, and the Escrow Agent shall not accept and deposit in the Escrow
Account, any additional amounts representing payments by purchasers of Shares.
3. DEPOSITS IN THE ESCROW ACCOUNT.
3.1 Upon receipt, the Issuer shall promptly deliver to the Escrow Agent,
and the Escrow Agent shall deposit into the Escrow Account, all monies received
from purchasers of Shares. All of these deposited proceeds (the "Deposited
Proceeds") shall be in the form of checks or money orders. All checks or money
orders payable other than to the Escrow Agent as required hereby shall be
returned to the purchasers of Shares, or if the Escrow Agent has insufficient
information to do so, then to the Issuer (together with any Subscription
Information, as defined below, or other documents delivered therewith) within
five (5) business days following receipt of such check or money order by the
Escrow Agent, and such check or money order shall be deemed not to have been
delivered to the Escrow Agent pursuant to the terms of this Agreement. The
Deposited Proceeds and interest or dividends thereon, if any, shall be held for
the sole benefit of the purchasers of the Shares.
3.2 The State Administrators shall have the authority to inspect the
Escrow Account without obtaining any further permission from the Issuer and/or
the Escrow Agent. Unless and until all of the State Administrators order the
release of the Deposited Proceeds to the Issuer, such Deposited Proceeds shall
not be, nor shall such Deposited Proceeds be considered to be, assets of the
Issuer.
3.3 The Deposited Proceeds shall be invested in either:
(a) an obligation that constitutes a "deposit" as that term is
defined in Section (3)(1) of the Federal Deposit Insurance Act;
(b) securities of any open-end investment company registered under
the Investment Company Act of 1940 that holds itself out as a money market fund
meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7
under the Investment Company Act; or
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(c) securities that are direct obligations of, or obligations
guaranteed as to principal or interest by, the United States.
3.4 Simultaneously with each delivery of monies to the Escrow Agent for
deposit into the Escrow Account, the Issuer shall inform the Escrow Agent by
confirmation slip or other writing of the name and address of the purchaser of
Shares, the number of Shares subscribed for by such prospective purchaser, and
the aggregate dollar amount of such subscription (collectively, the
"Subscription Information").
3.5 The Escrow Agent shall not be required to accept for deposit into the
Escrow Account checks which are not accompanied by the appropriate Subscription
Information. Checks and money orders representing payments by purchasers of
Shares shall not be deemed deposited in the Escrow Account until the Escrow
Agent has received in writing the Subscription Information required with respect
to such payments.
3.6 The Escrow Agent shall not be required to accept any amounts
representing payments by purchasers of Shares, whether by check or money order,
except during the Escrow Agent's regular business hours. Any check, money order
or cash not received prior to 1:00 P.M. shall be deposited the following
business day.
3.7 The Issuer shall deposit the certificate(s) representing the Shares
sold (the "Deposited Securities") directly into the Escrow Account promptly upon
issuance, which certificates or other documents evidencing such Shares shall
identify the purchaser of the Shares.
3.8 The Deposited Securities shall be held for the sole benefit of the
purchasers. No transfer or other disposition of Deposited Securities held in
the Escrow Account or any interest related to such Deposited Securities shall be
permitted other than by will or the laws of descent and distribution, or
pursuant to a qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income
Security Act, or the rules thereunder.
3.9 During the Escrow Period, the Issuer is not entitled to any funds
received into the Escrow Account and no amounts deposited in the Escrow Account
shall become the property of the Issuer or any other entity, or be subject to
the debts of the Issuer or any other entity.
4. FAILURE TO COMPLETE OFFERING.
4.1 In the event that:
(a) the Escrow Agent has not received and cleared a total of $20,000
in Deposited Proceeds on or before the Escrow Termination Date,
or
(b) within eighteen (18) months after the Effective Date, the Issuer
has not delivered to the Escrow Agent the signed representation
and opinion of counsel referred to in Section 5.1(a) of this
Agreement,
the Escrow Agent shall, within five days after the occurrence of either event
described in subparts (a) and (b) above, refund to each purchaser of Shares the
Deposited Proceeds submitted on his or her behalf, together with any interest
earned on his or her Deposited Proceeds during the time the Deposited Proceeds
have been collected and are available for investment.
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4.2 The Escrow Agent shall distribute all interest earned on the Escrow
Account to the purchasers of the Shares, pro rata, according to the amount and
date of each deposit.
5. DISBURSEMENT FROM THE ESCROW ACCOUNT UPON COMPLETION OF THE OFFERING.
5.1 The Deposited Proceeds may be released to the Issuer and the Shares
delivered to the purchaser or other registered holder only at the same time as
or after:
(a) The Escrow Agent has received a signed representation from
the Issuer, together with an opinion of counsel that the following events have
already occurred and the following requirements have already been met:
(1) Upon execution of an agreement(s) for the acquisition(s) of
a business (es) or assets that will constitute the business (or line of
business) of the Issuer and for which the fair value of the business (es) or net
assets to be acquired represents at least eighty percent (80%) of the Offering
proceeds, but excluding amounts payable to non-affiliates for underwriting
commissions, underwriting expenses, and dealer allowances, if any, the Issuer
filed a post-effective amendment that:
(i) Discloses the information specified by the SB-2
Registration Statement form and Industry Guides, including financial statements
of the Issuer and the company or business with which it plans to merge or
acquire (the "Targeted Business"), and pro forma financial information required
by the SB-2 Registration Statement and applicable rules and regulations;
(ii) Discloses the results of the Offering, including but
not limited to:
(A) The gross offering proceeds received to date,
specifying the amounts paid for underwriter commissions, underwriting expenses
and dealer allowances, if any, amounts disbursed to the Issuer, and amounts
remaining in the Escrow Account; and
(B) The specific amount, use and application of funds
disbursed to the Issuer to date, but not limited to, the amounts paid to
officers, directors, promoters, controlling shareholders or affiliates, either
directly or indirectly specifying the amounts and purposes of such payments; and
(iii) Discloses the terms of the Offering as described
pursuant to subparagraph 2 of Section 5.1(a) of this Agreement.
(2) The terms of the Offering provided, and the Issuer
satisfied, the following conditions:
(i) Within five (5) business days after the effective date
of the post-effective amendment(s) to the Registration Statement, the Issuer
shall send by first class mail or other equally prompt means, to each purchaser
of Shares held in escrow, a copy of the prospectus contained in the
post-effective amendment and any amendment or supplement thereto;
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(ii) Each purchaser shall have no fewer than twenty (20)
business days and no more than forty-five (45) business days from the effective
date of the post-effective amendment to the Registration Statement to notify the
Issuer in writing that the purchaser elects to remain an investor. If the
Issuer has not received such written notification by the 45th business day
following the effective date of the post-effective amendment, funds and interest
or dividends, if any, held in the Escrow Account shall be sent by first class
mail or equally prompt means to the purchaser within five (5) business days;
(iii) The acquisition(s) meeting the criteria set forth in
paragraph (a)(1) of this Section 5.1 will be consummated if a sufficient number
of purchasers confirm their investments; and
(iv) If a consummated acquisition(s) meeting the
requirements of this Section has not occurred by a date eighteen (18) months
after the Effective Date, the Deposited Funds shall be returned by first class
mail or equally prompt means to the purchaser within five (5) business days
following that date.
(b) Funds held in the Escrow Account may be released to the
Issuer and Shares may be delivered to the purchaser or other registered holder
identified on the Deposited Securities only at the same time as or after
consummation of an acquisition(s) meeting the requirements set forth in
paragraph (a)(1) of this Section 5.
5.2 Upon disbursement of the Deposited Proceeds pursuant to the terms of
this Section 5, the Escrow Agent shall be relieved of all further obligations
and released from all liability under this Agreement. It is expressly agreed
and understood that in no event shall the aggregate amount of payments made by
the Escrow Agent exceed the amount of the Deposited Proceeds.
5.3 Notwithstanding any other provisions of this Section 5, in no event
will Deposited Proceeds be released to the Issuer until the State Administrators
have entered an order authorizing the release of Deposited Proceeds. Such order
will be entered only five (5) business days after receipt by the State
Administrators of an application that includes the following:
(a) A verified statement duly executed by the Escrow Agent
setting forth the total amount in collected funds on deposit in the Escrow
Account on the Termination Date and states therein that all of the conditions of
this Agreement have been met.
(b) A verified statement duly executed by the Issuer which
states:
(i) That all required proceeds from the sale of Shares have been
placed in the Escrow Account in accordance with the terms and conditions of this
Agreement and that there have been no material omissions or changes in the
financial condition of the Issuer, or other changes of circumstances, that would
render the amount of the proceeds inadequate to finance the Issuer's proposed
plan of operations, business or enterprise;
(ii) That the required proceeds are represented by unconditional
subscription agreements which are not loans and are not subject to rescission or
rejection by the Issuer or the purchasers of Shares;
(iii) That there have been no material omissions or changes that
would render the representations contained in the Registration Statement to be
fraudulent, false or misleading; and
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(iv) Such other information as the State Administrators may
require.
6. COLLECTION PROCEDURE.
The Escrow Agent is hereby authorized to forward each check for collection
and, upon collection of the proceeds of each check, deposit the collected
proceeds in the Escrow Account. As an alternative, the Escrow Agent may
telephone the bank on which the check is drawn to confirm that the check has
been paid. Any check returned unpaid to the Escrow Agent shall be returned to
the Issuer. In such cases, the Escrow Agent will promptly notify the Issuer of
such return.
If the Issuer rejects any subscription for which the Escrow Agent has
already collected funds, the Escrow Agent shall promptly issue a refund check to
the rejected prospective purchaser. If the Issuer rejects any subscription for
which the Escrow Agent has not yet collected funds but has submitted the
prospective purchaser's check for collection, the Escrow Agent shall promptly
issue a check in the amount of the prospective purchaser's check to the rejected
prospective purchaser after the Escrow Agent has cleared such funds. If the
rejected prospective purchaser's check which has been submitted for collection
by the Escrow Agent is uncollectible, and if the Escrow Agent has issued a check
to the rejected subscriber hereunder, then the Escrow Agent shall notify the
Issuer and the Issuer shall immediately reimburse the Escrow Agent for the
amount of such funds. If the Escrow Agent has not yet submitted a rejected
prospective purchaser's check for collection, the Escrow Agent shall promptly
remit the prospective purchaser's check directly to the prospective purchaser.
7. RIGHTS, DUTIES AND RESPONSIBILITIES OF ESCROW AGENT.
It is understood and agreed that the duties of the Escrow Agent are purely
ministerial in nature, and that:
7.1 The Escrow Agent shall not be responsible for the performance of the
Issuer of its obligations under this Agreement.
7.2 The Escrow Agent shall not be required to accept from the Issuer any
Subscription Information pertaining to prospective purchasers unless such
Subscription Information is accompanied by checks or money orders representing
the payment of money.
7.3 The Escrow Agent shall be entitled to rely upon the accuracy, act in
reliance upon the contents, and assume the genuineness of any notice,
instruction, certificate, signature instrument or other document which is given
to the Escrow Agent pursuant to this Agreement without the necessity of the
Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall
not be obligated to make any inquiry as to the authority, capacity, existence or
identity of any person purporting to give any such notice or instructions or to
execute any such certificate, instrument or other document. The Escrow Agent
must, however, determine for itself whether the conditions permitting the
release of the funds in the Escrow Account have been met.
7.4 In the event that the Escrow Agent shall be uncertain as to its
duties or rights hereunder or shall receive instructions with respect to the
Escrow Account or the Deposited Proceeds which, in its sole determination, are
in conflict either with other instructions received by it or with any provision
of this Agreement, the Escrow Agent, at its sole option, may deposit the
Deposited Proceeds (and any other amounts that thereafter become part of the
Deposited Proceeds) with the registry of a court of competent jurisdiction in a
proceeding to which all parties in interest are joined. Upon the deposit by the
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Escrow Agent of the Deposited Proceeds with the registry of any court, the
Escrow Agent shall be relieved of all further obligations and released from all
liability hereunder.
7.5 The Escrow Agent shall not be liable for any action taken or omitted
hereunder, or for the misconduct of any employee, agent or attorney appointed by
it, except in the case of willful misconduct. The Escrow Agent shall be
entitled to consult with counsel of its own choosing and shall not be liable for
any action taken, suffered or omitted by it in accordance with the advice of
such counsel.
7.6 The Escrow Agent shall have no responsibility at any time to
ascertain whether or not any security interest exists in the Deposited Proceeds
or any part thereof or to file any financing statement under the Uniform
Commercial Code with respect to the Deposited Proceeds or any part thereof.
7.7 The Escrow Agent shall determine whether or not the Offering has been
successful, and if it determines that the Offering is unsuccessful, the Escrow
Agent shall return to each purchaser his/her portion of the Deposited Proceeds
in accordance with the provisions of Section 4 of this Agreement.
8. AMENDMENT; RESIGNATION.
This Agreement may be altered or amended only with the written consent of
the Issuer and the Escrow Agent. The Escrow Agent may resign for any reason
upon seven (7) business days prior written notice to the Issuer. Should the
Escrow Agent resign as herein provided, it shall not be required to accept any
deposit, make any disbursement or otherwise dispose of the Deposited Proceeds,
but its only duty shall be to hold the Deposited Proceeds for a period of not
more than ten (10) business days following the effective date of such
resignation, at which time (a) if a successor escrow agent shall have been
appointed and written notice thereof (including the name and address of such
successor escrow agent) shall have been given to the resigning Escrow Agent by
the Issuer and such successor escrow agent, the resigning Escrow Agent shall pay
over to the successor escrow agent the Deposited Proceeds or (b) if the
resigning Escrow Agent shall not have received written notice signed by the
Issuer and a successor escrow agent, then the resigning Escrow Agent shall
promptly refund the amount in the Deposited Proceeds to each purchaser of Shares
without interest thereon or deduction therefrom, and the resigning Escrow Agent
shall notify the Issuer in writing of its liquidation and distribution of the
Deposited Proceeds; whereupon, in either case, the Escrow Agent shall be
relieved of all further obligations and released from all liability under this
Agreement. Without limiting the provisions of Section 10 of this Agreement, the
resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any
expenses incurred in connection with its resignation, transfer of the Deposited
Proceeds to a successor escrow agent or distribution of the Deposited Proceeds
pursuant to this Section 8.
9. REPRESENTATIONS AND WARRANTIES OF THE ISSUER.
The Issuer hereby represents and warrants to the Escrow Agent that:
9.1 No party other than the parties hereto and the purchasers of Shares
have, or shall have any lien, claim or security interest in the Deposited
Proceeds or any part thereof.
9.2 No financing statement under the Uniform Commercial Code is on file
in any jurisdiction claiming a security interest in or describing (whether
specifically or generally) the Deposited Proceeds.
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9.3 The Subscription Information submitted with each deposit shall, at
the time of submission and at the time of the disbursement of the Deposited
Proceeds, be deemed a representation and warranty that such deposit represents a
bona fide sale to the purchaser described therein of the amount of Shares set
forth in such Subscription Information and that the Commission has declared
effective the Registration Statement.
9.4 All of the information contained in the Information Sheet is, as of
the date hereof and will be, at the time of any disbursement of the Deposited
Proceeds, true and correct.
10. FEES AND EXPENSES.
The Escrow Agent shall be entitled to the Escrow Fee set forth in the
Information Sheet, payable upon execution of this Agreement. In addition, the
Issuer agrees to reimburse the Escrow Agent for any reasonable expenses incurred
in connection with this Agreement, including, but not limited to, reasonable
counsel fees, but not including the review of this Agreement.
11. INDEMNIFICATION AND CONTRIBUTION.
11.1 The Issuer (referred to as the "Indemnitor") agrees to indemnify the
Escrow Agent and its officers, directors, employees, agents and shareholders
(jointly and severally the "Indemnitees") against, and hold them harmless of and
from, any and all loss, liability, cost, damage and expense, including, without
limitation, reasonable counsel fees, which the Indemnitees may suffer or incur
by reason of any action, claim or proceeding brought against the Indemnitees
arising out of or relating in any way to this Agreement or any transaction to
which this Agreement relates, unless such action, claim or proceeding is the
result of the willful misconduct of the Indemnitees.
11.2 If the indemnification provided for in this Section 11 is
applicable, but for any reasons held to be unavailable, the Indemnitor shall
contribute such amounts as are just and equitable to pay, or to reimburse the
Indemnitees for, the aggregate of any and all losses, liabilities, costs,
damages and expenses, including counsel fees, actually incurred by the
Indemnitees as a result of or in connection with, and any amount paid in
settlement of any action, claim or proceeding arising out of or relating in any
way to any actions or omissions of the Indemnitor.
11.3 Any Indemnitee which proposes to assert the right to be indemnified
under this Section 11, promptly after receipt of notice of commencement of any
action, suit or proceeding against such Indemnitee in respect of which a claim
is to be made against the Indemnitor under this Section 11, will notify the
Indemnitor of the commencement of such action, suit or proceeding, enclosing a
copy of all papers served, but the omission so to notify the Indemnitor of any
such action, suit or proceeding shall not relieve the Indemnitor from any
liability which it may have to any Indemnitee otherwise than under this Section
11. In case any such action, suit or proceeding shall be brought against any
Indemnitee (and they shall notify the Indemnitor of the commencement thereof),
the Indemnitor shall be entitled to participate in and, to the extent that it
shall wish, to assume the defense thereof, with counsel satisfactory to such
Indemnitee. The Indemnitee shall have the right to employ its counsel in any
such action, but the fees and expenses of such counsel shall be at the expense
of such Indemnitee unless (i) the employment of counsel by such Indemnitee has
been authorized by the Indemnitor, (ii) the Indemnitee shall
have concluded reasonably that there may be a conflict of interest among the
Indemnitor and the Indemnitee in the conduct of the defense of such action (in
which case the Indemnitor shall not have the right to direct the defense of such
action on behalf of the Indemnitee) or (iii) the Indemnitor in fact shall not
have employed counsel to assume the defense of such action, in each of which
cases the fees and expenses of counsel shall be borne by the Indemnitor.
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11.4 The Indemnitor agrees to provide the Indemnitees with copies of all
Registration Statements and all pre- and post-effective amendments to such
Registration Statement including exhibits, whether filed with the Commission
prior to or subsequent to the disbursement of the Deposited Proceeds.
11.5 The provisions of this Section 11 shall survive any termination of
this Agreement, whether by disbursement of the Deposited Proceeds, resignation
of the Escrow Agent or otherwise.
12. COMPLIANCE WITH TAXATION MATTERS.
The Issuer shall be responsible for determining any requirements for paying
taxes or reporting any payments for tax purposes. The Issuer shall give written
directions to the Escrow Agent to prepare and file tax information or to
withhold any payments hereunder for tax purposes. The Issuer covenants and
agrees to indemnify and hold the Escrow Agent harmless against all liability for
tax withholding and/or reporting for any payments made by the Escrow Agent
pursuant to this Agreement.
13. MAINTENANCE OF RECORDS.
The Escrow Agent shall at all times keep and maintain a complete set of
books, records and accounts relating to the subscriptions received by the Escrow
Agent hereunder, and the disposition by the Escrow Agent of the proceeds
thereof. All such records maintained by the Escrow Agent shall be available for
inspection by the State Administrators, and the Escrow Agent shall furnish to
the State Administrators upon demand, at such place designated in such demand,
true, correct, complete and current copies of any or all of such records.
14. GOVERNING LAW AND ASSIGNMENT.
This Agreement shall be construed in accordance with and governed by the
laws of the State of California and shall be binding upon the parties hereto and
their respective successors and assigns; and provided, however, that any
assignment or transfer by any party of its rights under this Agreement or with
respect to the Deposited Proceeds shall be void as against the Escrow Agent
unless:
(a) written notice thereof shall be given to the Escrow Agent; and
(b) the Escrow Agent shall have consented in writing to such assignment
or transfer.
15. NOTICES.
All notices, reports, instructions, requests and other communications given
under this Agreement shall be either (a) sent in writing and served personally
by delivery to a responsible officer at the party's offices listed on the
signature pages hereto; or delivered by first class registered or certified U.S.
mail, return receipt requested, postage prepaid; or (b) sent by telex or
telecopier and then acknowledged as received by return telex or telecopier by
the intended recipient. Notices shall be deemed received only upon receipt.
Notices shall be directed to the addresses or telex or telecopier numbers
indicated on the signature pages hereto; provided that a party may change its
address or numbers for notices by giving notice to all other parties in
accordance with this paragraph. Escrow Agent shall be protected in acting upon
any notice, request, waiver, consent, receipt or other paper or document
believed by Escrow Agent to be signed by the proper party or parties.
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16. SEVERABILITY.
If any provision of this Agreement or the application thereof to any person
or circumstance shall be determined to be unenforceable, the remaining
provisions of this Agreement or the application of such provisions to persons or
circumstances other than those to which it is held invalid or unenforceable
shall not be affected thereby and shall be valid and enforceable to the fullest
extent permitted by law.
17. PRONOUNS.
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular, or plural as the context may require.
18. CAPTIONS.
All captions are for convenience only and shall not limit or define the
terms thereof.
19. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to
be one and the same instrument.
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20. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements
and understandings (written or oral) of the parties in connection herewith.
THE ISSUER: ACCELACORP 1, INC.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Xxxx X. Xxxxxx
Its: President
Address for Notices:
-------------------
0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
` E-Mail: xxxxxxxxxxx@xxxxx.xxx
---------------------
ESCROW AGENT: CAMDEN SECURITIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Print Name: Xxxxxxx X. Xxxxxxx
Its: Authorized Officer
Address for Notices:
-------------------
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
E-Mail: xxxxxxxxxxxxxxxxxxx@xxxxxxx.xxx
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EXHIBIT A
STATE SECURITIES COMMISSIONS
New York Department of Law, Bureau of Investor Protection and Securities
EXHIBIT B
INFORMATION SHEET
1. The Issuer:
----------
Accelacorp 1, Inc.
0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
2. State of Incorporation or Organization:
--------------------------------------
California
3. The Securities:
--------------
1,000,000 shares of common stock, no par value, being offered at a price
per share of $0.02.
4. Type of Offering:
----------------
Registration Statement on Form SB-2 filed under the Securities Act of 1933,
as amended (the "Act"). The offering will be considered a blank check
offering in accordance with Rule 419 of the Act.
5. Escrow Agent
------------
Camden Securities, Inc.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
6. The Escrow Account
------------------
Title of Escrow Account: CAMDEN SECURITIES, INC., AS RULE 419 ESCROW AGENT
FOR ACCELACORP 1, INC.
7. Escrow Fees:
-----------
$350.00
