EXHIBIT 4.1
ACCUPOLL(TM)
THE CLEAR CHOICE
July 29, 2005
Dear Xx. Xxxxxxxx:
Pursuant to a Subscription Agreement dated May 26, 2005 (the "Subscription
Agreement"), you purchased and AccuPoll Holding Corp. (the "Company") sold you:
(a) an aggregate of 1,100 shares of the Company's Series A Convertible Preferred
Stock, $.001 par value ("Series A Preferred Stock"); (b) warrants to purchase an
aggregate of 1,100,000 shares of the Company's common stock with an exercise
price of $0.10 per share ("$0.10 Warrants"); and (c) warrants to purchase an
aggregate of 1,100,000 shares of the Company's common stock with an exercise
price of $0.125 per share ("$0.125 Warrants"). The Series A Preferred Stock, the
$0.10 Warrants and the $0.125 Warrants are collectively referred to herein as
the "Securities."
Subsequent to your purchase of the Securities, the Company has completed
private placements ("Subsequent Placements") of Series A Preferred Stock, and
three-year warrants to purchase shares of the Company's common stock with
exercise prices of $0.10 per share and $0.125 per share. The Subsequent
Placements are on terms substantially similar to the Securities purchased by you
with some differences.
The primary difference in the terms is that pursuant to the purchase
documents in the Subsequent Placements, the Company must prepare and file with
the SEC a registration statement no later than 60 days after the closing date,
and if the registration statement is not declared effective by the SEC on or
before 60 days after the CLOSING DATE (or 90 days after the CLOSING DATE if the
registration statement is reviewed by the SEC), then the Company must pay to
each investor liquidated damages in shares of common stock equal to 5% percent
of the aggregate subscription amount paid by investors for each month that such
event has not occurred. Your Subscription Agreement requires the Company to file
a registration statement no later than 30 days after the closing date, and if
the registration statement is not declared effective by the SEC on or before 90
days after the FILING DATE, then the Company must pay you liquidated damages in
shares of common stock equal to 5% percent of the aggregate subscription amount
paid by you for each month that such event has not occurred. In effect, your
Subscription Agreement requires the Company to file the registration statement
30 days earlier than the purchase documents in the Subsequent Placements;
however, your registration rights under your Subscription Agreement allow the
Company an additional 30 days to cause the registration statement to be declared
effective by the SEC before liquidated damages will accrue.
Another difference in the terms is that, pursuant to the purchase documents
in the Subsequent Placements, investors have the right until 90 days after the
effective date of the registration statement to participate in subsequent
financings that the Company engages in, whereas your Subscription Agreement does
not give you this right.
Although the Company intended that the terms of your purchase of the
Securities would be identical to the terms of the Subsequent Placements, the
above differences, among others, appear in the purchase documentation. Attached
with this letter is purchase documentation identical to that used in the
Subsequent Placements. You should carefully review the attached documents and
compare them to the Subscription Agreement and also to the $0.10 Warrants and
$0.125 Warrants which you purchased.
If you wish to terminate the Subscription Agreement and cancel the $0.10
Warrants and $0.125 Warrants which you purchased and execute the attached
documentation to purchase securities on terms identical to the Subsequent
Placements, please countersign below and execute the accompanying purchase
documents.
Sincerely,
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chief Executive Officer
Agreed and Accepted this
29th day of July 2005
/S/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
