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
, 2002, ACCOMPANYING THIS SUBSCRIPTION
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AGREEMENT, EACH SUBSCRIBER MUST COMPLETE, EXECUTE AND RETURN THIS
SUBSCRIPTION AGREEMENT, ALONG WITH THE PAYMENT, BY CHECK PAYABLE TO
"CAMDEN SECURITIES, INC., AS RULE 419 ESCROW AGENT FOR ACCELACORP 1,
INC.," 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 ,
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2001 (the "Prospectus"), a copy of which accompanied this Subscription
Agreement, shares of the Company's common stock, at a price
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per share of $0.02 per share or $ in the aggregate (the
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"Subscription Price").
2. PAYMENT
The Subscription Price must accompany this Subscription and shall be paid
by check payable to "Camden Securities, Inc., as Rule 419 Escrow Agent for
Accelacorp 1, Inc."
3. SUBSCRIPTION INFORMATION
If an Individual: If a Corporation:
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Full Name Full Corporation Name
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Residential Address Head Office Address
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City, State, Postal Code City, State, Postal Code
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Telephone Telecopier Telephone Telecopier
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Social Security No. or Tax Tax Identification No.
Identification No.
If a Corporation, please provide the names of its directors below:
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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.
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(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.
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IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement
on this day of , 2002.
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Name of Subscriber
(Please type or Print)
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[Signature of Subscriber or of duly authorized
signatory of a corporation, partnership or other
subscriber that is not a natural person]
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Name:
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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 , 2002.
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ACCELACORP 1, INC.
By:
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(Signature of duly authorized signatory)
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