EXHIBIT 1.1
SUBSCRIPTION AGREEMENT
ACCELACORP 1, INC.
0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
IN ORDER TO PURCHASE SHARES OF COMMON STOCK OF ACCELACORP 1, INC. (THE
"COMPANY") AS DESCRIBED IN THE PROSPECTUS DATED __________________________,
2001, ACCOMPANYING THIS SUBSCRIPTION AGREEMENT, EACH SUBSCRIBER MUST
COMPLETE, EXECUTE AND RETURN THIS SUBSCRIPTION AGREEMENT, ALONG WITH THE
PAYMENT, BY CHECK PAYABLE TO "LAW OFFICES OF XXXXX X. XXXXXXXX, AS ESCROW
AGENT," FOR THE SHARES PURCHASED, TO THE COMPANY AT 0000 XXXX XXXXXXX
XXXXXXXXX, XXXXX 0000, XXX XXXXXXX, XXXXXXXXXX 00000. CAPITALIZED TERMS
USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANING ASCRIBED
THERETO IN THE PROSPECTUS.
1. Subscription
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 copy of which
accompanied this Subscription Agreement, _________________ shares of the
Company's common stock, at a price per share of $0.02 per share or
$______________ in the aggregate (the "Subscription Price").
2. Payment
The Subscription Price must accompany this Subscription and shall be
paid by check payable to "Imperial Trust Company, as Escrow Agent."
3. Subscription Information
If an Individual: If a Corporation:
Full Name Full Corporation Name
Residential Address Head Office Address
City, State, Postal Code City, State, Postal
Code
Telephone Telecopier Telephone
Telecopier
Social Security No. or Tax Tax Identification No.
Identification No.
If a Corporation, please provide the names of its directors below:
4. Miscellaneous
(a) All pronouns and any variations thereof used herein shall be
deemed to refer to the masculine, feminine, impersonal, singular or plural,
as the identity of the person or persons may require.
(b) This Subscription Agreement constitutes the legal, valid and
binding obligation of the undersigned enforceable in accordance with its
terms. This Subscription Agreement shall be enforced, governed and
construed in all respects in accordance with the laws of the State of
California, as such laws are applied by California courts to agreements
entered into and to be performed in California and between residents of
California, and shall be binding upon the Subscriber, the Subscriber's
heirs, estate, legal representatives, successors and assigns. If any
provision of this Subscription Agreement is invalid or unenforceable under
any applicable statute or rule of law. Any provision hereof that may prove
invalid or unenforceable under any law shall not affect the validity or
enforceability of any other provision hereof.
(c) This Subscription Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and may
be amended only by a writing executed by both parties hereto.
(d) Except as set forth herein, neither this Subscription Agreement
nor any provision hereof shall be waived, modified, changed, discharged,
terminated, revoked or canceled except by an instrument in writing signed by
the party effecting the same against whom any change, discharge or
termination is sought.
(e) The Offering may be withdrawn at any time prior to the issuance
of Shares to prospective Subscribers. Further, in connection with the offer
and sale of the Shares, the Company reserves the right, in its sole
discretion, to reject any subscription in whole or in part or to allot to
any prospective subscriber fewer than the Shares applied for by such
subscriber. The Shares are offered by the Company subject to prior sale,
acceptance of an offer to purchase, withdrawal, cancellation or modification
of the offer, without notice.
(f) This Subscription Agreement does not constitute an offer to
sell or a solicitation of any offer to buy any securities offered hereby by
anyone in any jurisdiction in which such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
IN WITNESS WHEREOF, the Subscriber has executed this Subscription
Agreement on this ___________ day of _______________, 2001.
Name of Subscriber
(Please type or Print)
[Signature of Subscriber or of duly
authorized
signatory of a corporation, partnership
or other
subscriber that is not a natural person]
Name:
Title: Please print or type name and
title of duly Authorized signatory of a
corporate, partnership or other
subscriber that is not a natural person.
Accepted this __________ day of ________,
2001
ACCELACORP 1, INC.
By:
(Signature of duly authorized signatory)
