EXHIBIT 10.18
FIRSTQUOTE INC.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Registration Rights
Agreement") is entered into effective as of February 25, 2000, by and among
FIRSTQUOTE INC., a Delaware corporation (the "Company"), and the purchasers of
shares of Common Stock of the Company (the "Shares") who are identified as
"Investors" in that certain Subscription Agreement of even date herewith (the
"Subscription Agreement") and whose signatures appear on the execution pages
hereof. The purchasers of the Shares shall be referred to hereinafter as the
"Investors" and each individually as an "Investor."
RECITALS
WHEREAS, the Company proposes to sell the Shares pursuant to the
Subscription Agreement;
WHEREAS, as a condition of entering into the Subscription Agreement,
the Investors have requested that the Company extend to them certain
registration rights and other rights as set forth below; and
WHEREAS, as a condition of the Subscription Agreement, the Company
shall file a registration statement with the Securities and Exchange Commission
relating to the Shares as soon as practicable after the Completion Date, but in
no event more than thirty (30) days after the Completion Date.
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Registration Rights Agreement and in the Subscription Agreement, the parties
mutually agree as follows:
1. DEFINITIONS
As used in this Registration Rights Agreement the following terms
shall have the following respective meanings:
"Completion Date" has the meaning ascribed thereto under the private
placement memorandum of even date herewith regarding the offer and sale of the
Shares.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Form SB-2" means such form under the Securities Act as in effect on
the date hereof or any successor registration form under the Securities Act
subsequently adopted by the SEC.
"Holder" means any Investor or assignee permitted in accordance with
4.3 hereof owning of record Registrable Securities that have not been sold to
the public.
"Register," "registered," and "registration" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.
"Registrable Securities" means the Shares.
"Registration Statement" means any registration statement of the
Company that covers the Shares pursuant to the provisions of this Registration
Rights Agreement, including the Prospectus included therein, all amendments and
supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference or deemed to be incorporated by reference
therein.
"SEC" or "Commission" means the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended.
2. REGISTRATION OF SHARES
2.1 Registration Statement. As soon as practicable after the
Completion Date, but in no event more than thirty (30) days after the Completion
Date, the Company shall prepare and file with the Commission a Registration
Statement on Form SB-2 pursuant to Rule 415 under the Securities Act. In
addition, the Company shall:
(a) Use its best efforts to cause such Registration
Statement to become effective at the earliest possible time and to keep such
Registration Statement continuously effective for a period of two years
following the date on which the Registration Statement becomes effective under
the Securities Act, or such shorter period ending on the earlier of (i) when all
Registrable Securities covered by this Registration Statement have been sold or
(ii) when all Registrable Securities covered by the Registration Statement may
be sold without registration under the Securities Act pursuant to the exemptions
provided by Rule 144 under the Securities Act (and are not restricted as to
volume) (the "Registration Period"); provided, however, that the Company shall
not be deemed to have kept a Registration Statement effective during the
applicable period if it voluntarily takes any action that results in Holders not
being able to sell such Registrable Securities pursuant to applicable securities
laws during that period (and the time period during which such Registration
Statement is required to remain effective hereunder shall be extended by the
number of days during which such Holders are not able to sell Registrable
Securities) unless such action is required under applicable law or regulation or
court order.
(b) Prepare and file with the SEC such pre-effective and
post-effective amendments and supplements to such Registration Statement and the
prospectus used in connection with such Registration Statement as may be
necessary to cause the Registration Statement to become effective, to keep the
Registration Statement continuously effective during the Registration Period and
not misleading, and as may otherwise be required or applicable under, and to
comply with the provisions of, the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during the
Registration Period.
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(c) Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, and each amendment or supplement
thereto, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify the
securities covered by such Registration Statement under such other securities or
Blue Sky laws of such jurisdictions as shall be necessary to permit the sale of
the Registrable Securities.
(e) Notify promptly the Holders of Registrable Securities
to be sold, (and in the case of (i)(A) in no event less than two business days
prior to such filing) and (if requested by any such Person) confirm such notice
in writing, (i)(A) when a prospectus or any prospectus supplement or post-
effective amendment is proposed to be filed, and, (B) with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective, (ii) of any request by the SEC or any other federal, Canadian, state
or provincial governmental authority for amendments or supplements to a
Registration Statement or related prospectus or for additional information,
(iii) of the issuance by the SEC of any stop order suspending the effectiveness
of a Registration Statement or the initiation of any proceedings for that
purpose, (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, and (v) of the happening of any
event that makes any statement made in such Registration Statement or related
prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in such Registration Statement, prospectus or documents so that, in the
case of the Registration Statement, it will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, not misleading, and that in the
case of the prospectus, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
(f) Use its reasonable best efforts to avoid the issuance
of, or, if issued, obtain the withdrawal of, any order suspending the
effectiveness of a Registration Statement, or the lifting of any suspension of
the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.
(g) If requested by the holders of a majority of the
Registrable Securities being sold in connection with such offering, (i) promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the holders reasonably request should be included therein
regarding such holders or the plan of distribution of the Registrable
Securities, and (ii) make all required filings of the prospectus supplement or
such post-effective amendment as soon as practicable after the Company has
received notification of such matters to be incorporated in such prospectus
supplement or post-effective amendment: provided, however, that the Company
shall not be required to take any action pursuant to this Section 2.1(g) that
would, in the opinion of outside counsel for the Company, violate applicable
law.
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(h) Upon the occurrence of any event contemplated by
Section 2.1(e)(v), as promptly as practicable, prepare a supplement or
amendment, including a post-effective amendment, to each Registration Statement
or a supplement to the related prospectus or any document incorporated or deemed
to be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, such prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(i) Use its reasonable best efforts to cause all
Registrable Securities relating to such Registration Statement to be listed on
each securities exchange or automated quotation system, if any, on which similar
securities issued by the Company are then listed.
2.2 Seller Information. The Company may require each selling
Holder of Registrable Securities as to which any registration is being effected
to furnish to the Company such information regarding such Holder, such Holder's
Registrable Securities and such Holder's intended method of disposition as the
Company may from time to time reasonably request; provided that such information
shall be used only in connection with such registration.
If the Registration Statement refers to any Holder by name or
otherwise as the Holder of any securities of the Company, then such Holder shall
promptly (i) notify the Company and its counsel of the existence of any fact of
which such Holder becomes aware and the happening of any event which relates to
Holder or the distribution of the securities owned by such Holder which results
in the Registration Statement containing an untrue statement of material fact or
omitting to state a material fact required to be stated therein or necessary to
make any statements therein not misleading, or the Prospectus included in such
Registration Statement containing an untrue statement of material fact or
omitting to state a material fact required to be stated therein or necessary to
make any statements therein, in light of the circumstances under which they were
made, not misleading, and (ii) provide to the Company such information which
relates to Holder or the distribution of the securities owned by such Holder as
shall be necessary to enable the Company to prepare a supplement or post-
effective amendment to such Registration Statement or related Prospectus or any
document incorporated therein by reference or file any other documents required
so that such Registration Statement will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and such Prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
2.3 Notice to Discontinue. Each holder of Registrable
Securities agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 2.1(e)(ii) through (v),
such Holder shall forthwith discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities
until such Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 2.1(h) and, if so directed by the Company,
such Holder shall deliver to the Company (at the Company's expense) all copies,
other than permanent file copies, then in such Holder's possession of the
Prospectus covering such Registrable Securities which is current
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at the time of receipt of such notice. If the Company shall give any such
notice, the Company shall extend the period during which such Registration
Statement shall be maintained effective pursuant to this Registration Rights
Agreement by the number of days in excess of ten (10) business days during the
period from and including the date of the giving of such notice pursuant to
Section 2.1(e) to and including the date when the Holder shall have received the
copies of the supplemented or amended prospectus.
2.4 Expenses of Registration. Except only as specifically
provided herein, all expenses incident to the performance of compliance with
this Registration Rights Agreement by the Company shall be borne by the Company,
regardless of whether the Registration Statement becomes effective, including,
without limitation, (i) all registration and filing fees and expenses (including
filings made with the National Association of Securities Dealers ("NASD"), if
applicable); (ii) fees and expenses (including fees and expenses of counsel) of
compliance with federal securities and state Blue Sky and other Canadian,
provincial or other securities laws; (iii) expenses of printing, messenger and
delivery services, duplication, word processing and telephone incurred by the
Company (but not by the holders of Registrable Securities); (iv) fees and
disbursements of counsel for the Company; (v) all application and filing fees in
connection with listing the Common Stock on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and (vi) all
fees and disbursements of independent certified public accountants of the
Company (including the expenses of any special audit and "cold comfort" letters
required by or incident to such performance). The Company will, in any event,
bear its own internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expenses of any annual audit and the fees and expenses of any person,
including special experts, retained by the Company.
2.5 Indemnification.
(a) Indemnification by Company. To the extent permitted by
law, the Company will indemnify and hold harmless each Holder, the partners,
officers and directors of each Holder and each person, if any, who controls such
Holder within the meaning of the Securities Act or the Exchange Act, against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Securities Act, the Exchange Act or other federal,
Canadian, provincial or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a
"Violation") by the Company: (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or any
amendments or supplements thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the
statements therein not misleading, (ii) any untrue statement or alleged untrue
statement of a material fact contained in the Prospectus (including any
preliminary, final or summary prospectus, amendment or supplement thereto)
included in such Registration Statement or any omission or alleged omission to
state a material fact required to be stated therein or necessary to make any
statement therein, in light of the circumstances under which they were made, not
misleading, or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any Canadian, provincial or state securities
law or any rule or regulation promulgated under the Securities Act, the Exchange
Act or any Canadian, provincial or state securities law in connection with the
offering covered by the Registration Statement; provided, however, that the
Company will not be
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liable for indemnification in any such case to the extent that any losses,
claims, damages or liabilities arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission of a material fact so made in reliance upon and in conformity with
information furnished to the Company by such Holder. The Company will pay to
each such Holder, partner, officer, director or controlling person for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action if it is
judicially determined that there was such a violation.
(b) Indemnification by Holder of Registrable Securities. To the
extent permitted by law, each Holder will, if Registrable Securities held by
such Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify and hold harmless the
Company, each of its directors, its officers, agents and each person, if any,
who controls the Company within the meaning of the Securities Act against any
losses, claims, damages or liabilities (joint or several) to which the Company
or any such director, officer, agent or controlling person may become subject
under the Securities Act, the Exchange Act or other federal, Canadian,
provincial or state law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder under an instrument duly executed by such Holder and stated to be
specifically for use in connection with such registration; and each such Holder
will pay as incurred any legal or other expenses reasonably incurred by the
Company or any such director, officer, agent, controlling person or other person
in connection with investigating or defending any such loss, claim, damage,
liability or action if it is judicially determined that there was such a
Violation; provided, however, that in no event shall any indemnity under this
Section 2.5(b) exceed the dollar amount of proceeds from the offering received
by such Holder.
(c) Conduct of Indemnification Proceedings. Promptly after
receipt by an indemnified party under this Section 2.5 of notice of the
commencement of any action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 2.5, deliver to the indemnifying party a written notice
of the commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party shall have the right to retain its own counsel, with
the fees and expenses to be paid by the indemnifying party, if, in the
reasonable judgment of any such indemnified party, based upon advice of counsel,
a conflict of interest may exist between such indemnified party and the
indemnifying party with respect to such claims (in which case, if the
indemnified party notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such claim
on behalf of such indemnified party; provided, however, that the indemnified
party shall be entitled to elect only one counsel at the expense of the
indemnifying party and such counsel shall be reasonably acceptable to the
indemnifying party). The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action, if it is
finally determined in a court of competent jurisdiction (which determination is
not subject to appeal)
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that such failure is materially prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section 2.5, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that it
may have to any indemnified party otherwise than under this Section 2.5. No
indemnifying party shall be liable for any settlement of any claim or action
effected without its written consent.
(d) Contribution. If the indemnification provided for in this
Section 2.5 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or liabilities
referred to herein, the indemnifying party, in lieu of indemnifying such
indemnified party thereunder, shall to the extent permitted by applicable law
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the Violation(s) that resulted
in such loss, claim, damage or liability, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and of
the indemnified party shall be determined by a court of law by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission to state a material fact relates to information supplied by
the indemnifying party or by the indemnified party and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission; provided, that in no event shall any contribution by
a Holder hereunder exceed the dollar amount of proceeds from the offering
received by such Holder.
(e) Survival; Settlement. The obligations of the Company and
Holders under this Section 2.5 shall survive completion of any offering of
Registrable Securities in a registration statement and the termination of this
Registration Rights Agreement. No indemnifying party, in the defense of any such
claim or litigation, shall, except with the consent of each indemnified party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such
claim or litigation.
3. RULE 144
The Company covenants that it will file the reports require to be filed by
it (if so required) under the Securities Act and the Exchange Act and the Rules
and Regulations adopted by the SEC thereunder in a timely manner and, if at any
time the Company is not required to file such reports, it will, upon the request
of any Holder of Registrable Securities, make publicly available other
information so long as necessary to permit sales pursuant to Rule 144 under the
Securities Act. The Company further covenants that it will take such further
action as any Holder of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act pursuant to the
exemptions provided by Rule 144 under the Securities Act. Upon the request of
any Holder of Registrable Securities, the Company will deliver to such Holder a
written statement as to whether it has complied with such information
requirements.
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4. MISCELLANEOUS
4.1 Governing Law. This Registration Rights Agreement shall be
governed by and construed under the laws of the State of California as applied
to agreements among California residents entered into and to be performed
entirely within California.
4.2 Survival. The representations, warranties, covenants, and
agreements made herein shall survive any investigation made by any Holder and
the closing of the transactions contemplated hereby.
4.3 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto and shall inure to the benefit of and be enforceable by each
Permitted Assignee of Registrable Securities from time to time. A "Permitted
Assignee" shall mean (i) with respect to any Investor, any other person directly
or indirectly controlling or controlled by or under direct or indirect, common
control with such Investor, (ii) the spouse, sibling, child, step-child,
grandchild, niece, nephew or parent of the Investor, or the spouse thereof, and
(iii) any transferee or assignee of not less than 50,000 shares of Registrable
Securities (as presently constituted and subject to subsequent adjustment for
stock splits, stock dividends, reverse stock splits, and the like). The Company
may not assign the rights or obligations hereunder without the prior written
consent of each Holder of Registrable Securities.
4.4 Entire Agreement. This Registration Rights Agreement, including
any exhibits hereto, the Subscription Agreement and the other documents
delivered pursuant thereto constitute the full and entire understanding and
agreement between the parties with regard to the subjects hereof and no party
shall be liable or bound to any other in any manner by any representations,
warranties, covenants and agreements except as specifically set forth herein and
therein.
4.5 Severability. In case any provision of the Agreement shall be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
4.6 Amendment and Waiver. The provisions of this Registration Rights
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of Holders of at least a majority of the then outstanding Registrable
Securities; provided, however, that Sections 2.1 and 2.5 shall not be amended,
modified or supplemented, and waivers or consents to departures from this
proviso may not be given, unless the Company has obtained the written consent of
each Holder of the then outstanding Registrable Securities.
4.7 Delays or Omissions. It is agreed that no delay or omission to
exercise any right, power or remedy accruing to any Holder, upon any breach,
default or noncompliance of the Company under this Registration Rights Agreement
shall impair any such right, power or remedy, nor shall it be construed to be a
waiver of any such breach, default or noncompliance, or
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any acquiescence therein, or of any similar breach, default or noncompliance
thereafter occurring. It is further agreed that any waiver, permit, consent or
approval of any kind or character on any Holder's part of any breach, default or
noncompliance under the Agreement or any waiver on such Holder's part of any
provisions or conditions of this Registration Rights Agreement must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Registration Rights Agreement, by law,
or otherwise afforded to Holders, shall be cumulative and not alternative.
4.8 Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when sent by
confirmed facsimile if sent during normal business hours of the recipient; if
not, then on the next business day, (c) upon receipt when sent by first-class
registered or certified mail, return receipt requested, postage prepaid, or (d)
upon receipt after deposit with a nationally recognized overnight express
courier, postage prepaid, specifying next day delivery with written verification
of receipt. All communications shall be sent to the party to be notified at the
address as set forth below or at such other address as such party may designate
by ten (10) days advance written notice to the Company. All communications
shall be addressed as follows:
(a) if to the Company, to:
FIRSTQUOTE INC.
00, Xxx xxx Xxxxxxxx
0000 Xxxxx-Xxxxx 0
Xxxxxx, Xxxxxxxxxxx
Telephone: 000 00 00 000 0000
Facsimile: 011 41 22 879 0880
Attention: Chief Executive Officer
with a copy so mailed to:
XXXXXXXXXXX XXXXX & XXXXXXXX LLP
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
(b) if to the Investors, at the address as set forth on the
Counterpart Execution Page of this Registration Rights Agreement,
4.9 Attorneys' Fees. In the event that any dispute among the parties
to this Registration Rights Agreement should result in litigation, the
prevailing party in such dispute shall be entitled to recover from the losing
party all fees, costs and expenses of enforcing any right of such prevailing
party under or with respect to this Registration Rights Agreement, including
without limitation, such reasonable fees and expenses of attorneys and
accountants, which shall include, without limitation, all fees, costs and
expenses of appeals.
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4.10 Securities Held by the Company or its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
its affiliates (as such term is defined in Rule 405 under the Securities Act)
(other than the Holders or subsequent Holders of Registrable Securities if such
Holders or subsequent Holders are deemed to be such affiliates solely by reason
of their holdings of such Registrable Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.
4.11 Titles and Subtitles. The titles of the sections and
subsections of this Registration Rights Agreement are for convenience of
reference only and are not to be considered in construing this Registration
Rights Agreement.
4.12 Counterparts. This Registration Rights Agreement may be
executed in any number of counterparts, each of which shall be an original, but
all of which together shall constitute one instrument.
If this Registration Rights Agreement is satisfactory to you, please
so indicate by signing a counterpart execution page to this Registration Rights
Agreement and a Registration Statement Questionnaire and return such counterpart
and questionnaire to the Company whereupon subject to the Company's acceptance
of your subscription, this Registration Rights Agreement will become binding
between us in accordance with its terms.
FIRSTQUOTE INC.,
a Delaware corporation
By: /s/Xxxx Xxxxxxx
---------------------------
Xxxx Xxxxxxx
Chief Executive Officer
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REGISTRATION RIGHTS AGREEMENT
COUNTERPART EXECUTION PAGE
By signing below, the undersigned agrees to the terms of the FirstQuote
Inc. Registration Rights Agreement.
INVESTOR:
____________________________________
By:_________________________________
Name:
Title:
Address:
Facsimile:
REGISTRATION RIGHTS AGREEMENT
SIGNATURE PAGE
Appendix I
FIRSTQUOTE INC.
REGISTRATION STATEMENT QUESTIONNAIRE
In connection with the preparation of the Registration Statement, please
provide us with the following information:
1. Please state your or your organization's name exactly as it should
appear in the Registration Statement:
___________________________________________
2. Please provide the following information, as of ________________,2000:
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Number of Shares that you are purchasing and Number of Shares of Common Shares that you
seek to include in the Registration Statement: already beneficially own or that you are
purchasing and do NOT seek to include in the
Registration Statement:
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3. Have you or your organization had any position, office or other
material relationship within the past three years with the Company or its
affiliates?
Yes _____ No _____
If yes, please indicate the nature of any such relationships:_____________
_______________________________________________________________________________
INVESTOR:
__________________________________
By:_______________________________
Print Name:_______________________
Title:____________________________
The foregoing constitutes the only information furnished to the Company for the
purpose of Section 2.5(b) of the Registration Rights Agreement.
