EXHIBIT 1.2
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Agreement") is made and entered into as of
____________, 2001 between Accelacorp 1, Inc., a California corporation (the
"Issuer"), with offices at 0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx
Xxxxxxx, Xxxxxxxxxx 00000 and the Law Offices of Xxxxx X. Xxxxxxxx (the
"Escrow Agent"), having its principal place of business at 0000 Xxxx Xxxxxxx
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 registration statement (the "Registration Statement")
covering a proposed public offering of a maximum of 200,000 shares of its
common stock, no par value per share (such 200,000 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); and
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 an attorney-client escrow/trust
account with the Escrow Agent in connection with such public offering and
the Escrow Agent is willing to establish such attorney-client escrow/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. 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.
Escrow Agent shall establish an attorney-client escrow/trust account
on behalf of the purchasers of the Shares in the Offering at Bank of
America, 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, and bearing
the designation set forth on the Information Sheet (the "Escrow Account").
Bank of America is an "insured depository institution" as that term is
defined in Section 3(c)(2) of the Federal Deposit Insurance Act (12 U.S.C.
1813(c)(2)).
2.1 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 for the existence of the Escrow Account (the "Escrow
Period") shall begin on the Effective Date and shall terminate upon the
earlier to occur of the following dates: (a) the date upon which the Issuer
confirms in writing to the Escrow Agent that all of the Shares offered have
been sold; (b) 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 (c) 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). 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. The last day of the Escrow Period is referred to herein as
the "Termination Date." After the 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 prospective 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 investors. 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 prospective 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
(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
prospective purchaser, 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
prospective purchasers 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 prospective 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 Interest or dividends earned on the Deposited Proceeds, if any,
shall be held in the Escrow Account until the Deposited Proceeds are
released in accordance with the provisions of Section 4 of this Agreement.
If the Deposited Proceeds are released to a prospective purchaser of the
Shares, the prospective purchaser shall receive interest or dividends
earned, if any, on such Deposited Proceeds up to the date of release. If
the Deposited Proceeds held in the Escrow Account are released to the
Issuer, any interest or dividends earned on such funds up to the date of
release may be released to the Issuer.
3.8 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.
3.9 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.
3.10 The Escrow Agent shall refund any portion of the Deposited
Proceeds prior to disbursement of the Deposited Proceeds in accordance with
Section 4 hereof upon instructions in writing signed by the Issuer and upon
approval by the State Administrators.
4. Disbursement from the Escrow Account.
4.1 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 Section 4 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/trust, a copy of the prospectus contained
in the post-effective amendment and any amendment or supplement thereto;
(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 4.1 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 4.
4.2 In the event that at the close of regular banking hours on the
Termination Date less than all of the Shares have been sold, the Escrow
Agent shall promptly refund to each prospective purchaser of Shares the
amount of payment received from such prospective purchaser held in
escrow/trust with interest thereon and the Escrow Agent shall notify the
Issuer of its distribution of the Deposited Proceeds.
4.3 In the event that at any time up to the close of banking hours
on the Termination Date all of the Shares have been sold, the Escrow Agent
shall notify the Issuer of such fact in writing within a reasonable time
thereafter. The Escrow Agent shall hold the Deposited Proceeds until the
events described in Section 4.1 of this Agreement take place.
4.4 Upon disbursement of the Deposited Proceeds pursuant to the
terms of this Section 4, 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.
4.5 Notwithstanding any other provisions of this Section 4, 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
(iv) Such other information as the State Administrators
may require.
5. 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.
6. 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:
6.1 The Escrow Agent shall not be responsible for the performance of
the Issuer of its obligations under this Agreement.
6.2 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
6.3 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.
6.4 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 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.
6.5 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.
6.6 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.
6.7 The Escrow Agent shall determine whether or not the Offering has
been successful, and if it determines that less than all of the Shares being
offered have been sold, thus rendering the Offering unsuccessful, the Escrow
Agent shall return to each prospective purchaser his/her portion of the
Deposited Proceeds.
7. 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, less any portion thereof previously paid out in
accordance with this Agreement, 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 prospective purchaser 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 9 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 7.
8. Representations and Warranties of the Issuer.
The Issuer hereby represents and warrants to the Escrow Agent that:
8.1 No party other than the parties hereto and the prospective
purchasers have, or shall have any lien, claim or security interest in the
Deposited Proceeds or any part thereof.
8.2 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.
8.3 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.
8.4 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.
9. 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.
10. Indemnification and Contribution.
10.1 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.
10.2 If the indemnification provided for in this Section 10 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.
10.3 Any Indemnitee which proposes to assert the right to be
indemnified under this Section 10, 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 10, 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 10. 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.
10.4 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.
10.5 The provisions of this Section 10 shall survive any termination
of this Agreement, whether by disbursement of the Deposited Proceeds,
resignation of the Escrow Agent or otherwise.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. Captions.
All captions are for convenience only and shall not limit or define
the terms thereof.
18. 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.
19. 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:
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: LAW OFFICES OF XXXXX X.
XXXXXXXX
By:
Print Name: Xxxxx X. Xxxxxxxx
Its: Authorized Officer
Address for Notices:
0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
E-Mail: xxxxxx@xxx.xxx
