SUBSCRIPTION AGREEMENT
Persons interested in purchasing shares of the common stock, par value
$0.0001 per share (the "Shares") of eAcceleration Corp. (the "Company"), must
complete and return this Subscription Agreement (this "Agreement") along with
their check or money order (unless they are sending a wire transfer) to American
Stock Transfer & Trust Co. (the "Escrow Agent"), as escrow agent for
eAcceleration Corp., Attention: Corporate Trust Department, 6201 15th Avenue,
Brooklyn, New York 11219.
THE SHARES INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE AND SUBSTANTIAL
DILUTION. NO PERSON SHOULD COMPLETE AND SIGN OR ELECTRONICALLY SUBMIT THIS
AGREEMENT UNLESS HE OR SHE HAS RECEIVED AND READ THE COMPANY'S PROSPECTUS DATED
_____________________ (THE "PROSPECTUS").
The Company reserves the right to completely or partially accept or reject
any subscription for any reason or for no reason. If and when accepted by the
Company, this Agreement shall constitute a subscription for such number of
Shares equal to or less than the number that you have requested below, as
determined by the Company. The minimum subscription is $625 for 100 shares.
Method of Payment: Check, Money Order or Wire Transfer payable to "eAcceleration
Corp., Subscription Escrow Account." Checks or money orders should be sent,
together with the completed Subscription Agreement (which may be electronically
submitted), to the Escrow Agent at the address provided above. Wire transfers
should be sent to the Escrow Agent using the following wire transfer
instructions:
Chase Manhattan Bank
55 Water Street
New York, New York
A/C # 323 053 637
ABA # 021 000 021
American Stock Transfer & Trust Co., as agent for eAcceleration Corp.
A copy of this Agreement will be returned to you as your receipt within
thirty (30) days, confirming your subscription and indicating the extent to
which your subscription has been accepted by the Company. As discussed in the
Prospectus, until 400,000 shares (the "Minimum Shares") are sold, all proceeds
of this offering will be held in an escrow account (the "Escrow Account") at
American Stock Transfer & Trust Co. When the Minimum Shares are sold, the funds
held in the Escrow Account will be disbursed to the Company and stock
certificates will be issued within thirty (30) days. Thereafter, a subscriber
will be mailed his or her stock certificates within thirty (30) days of the date
of the Company has mailed written confirmation of the subscription. In the event
the Minimum Shares are not sold prior to the termination date of this offering,
all deposits will be returned to subscribers promptly, with interest earned, if
any.
TO BE COMPLETED BY OHIO RESIDENTS ONLY:
I hereby represent to the Company that at least one of the following statements
is accurate as of the date of this Agreement:
- I am a natural person with individual income was at least $65,000 in
1999 and I have a reasonable expectation of reaching such level in the year
2000;
- I am a natural person with individual net worth or joint net worth
with my spouse of at least $250,000, excluding the value of my home(s),
car(s) and furnishings; or
- I am an "accredited investor" as such term is defined in Rule 501(a)
of Regulation D under the Securities Act of 1933, as amended.
<PAGE>
TO BE COMPLETED BY ALL PURCHASERS:
I hereby irrevocably tender this Agreement for the purchase of
________________________________ [insert number of Shares] Shares at $6.25 per
Share. With this Agreement, I tender payment in the amount of $_____________
[insert total price of Shares at $6.25 per Share] for the Shares subscribed.
I am a bona fide resident of the state of _______________ [insert state of
residence].
Please register the Shares which I am purchasing as follows:
Check one:
___ Individual
___ Tenants-in-Common in Trust
___ Joint Tenants
___ Corporation
___ Minor with adult custodian under the Uniform Gifts to Minor's Act
___ Existing Partnership
For the person(s) who will be registered stockholder(s):
---------------------------------- -----------------------------------
Investor No. 1 (print name above) Investor No. 2 (print name above)
---------------------------------- -----------------------------------
Street (residence address) Street (residence address)
---------------------------------- -----------------------------------
City/State/Zip City/State/Zip
---------------------------------- -----------------------------------
Home Phone Home Phone
---------------------------------- -----------------------------------
E-mail Address E-mail Address
---------------------------------- -----------------------------------
Social Security Number Social Security Number
---------------------------------- -----------------------------------
Date of Birth Date of Birth
---------------------------------- -----------------------------------
Signature Signature
---------------------------------- -----------------------------------
Date Date
2
<PAGE>
TO BE COMPLETED BY THE COMPANY:
Accepted by:
eAcceleration Corp.
By: Date:
------------------------------ -----------------------------
Name:
Title:
Number of Shares accepted: .
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