REGISTRATION RIGHTS AGREEMENT
EXHIBIT
10.1
REGISTRATION
RIGHTS AGREEMENT
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-1-
THIS
REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as
of
July 6, 2006, by and among QUETZAL CAPITAL 1, INC., a Florida corporation
("QC1"), Coast To Coast Equity Group, Inc. (“COAST”), Quetzal Capital Funding 1,
Inc. (“QCF”), and certain of private equity sponsors (collectively with COAST
and QCF, the "SHAREHOLDERS"). Capitalized terms used and not otherwise defined
in this Agreement shall have the meanings given to them in the Share Exchange
Agreement (as defined below).
RECITALS
WHEREAS,
simultaneously with the execution and delivery of this Agreement, QC1 and Valley
Forge Composite Technologies, Inc. (“VFCT”), a Pennsylvania corporation are
entering into that certain Share Exchange Agreement (the "Share Exchange
Agreement"), dated as of even date herewith;
WHEREAS,
generally in connection with the transactions contemplated by the Share Exchange
Agreement, and specifically pursuant to Sections 7.8 and 7.9 of the Share
Exchange Agreement, QC1 has covenanted to register with the Securities and
Exchange Commission (“SEC”) certain transactions in the securities of QC1 for
the benefit of the SHAREHOLDERS in accordance with the terms and conditions
set
forth in this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the respective covenants,
agreements and representations and warranties set forth herein, the parties
to
this Agreement, intending to be legally bound, hereby agree as
follows:
AGREEMENT
1.
DEFINITIONS. As used in this Agreement, the following terms shall have the
following respective meanings:
1.1
"Register", "registered" and "registration" shall refer to a
registration of the offering and sale or resale of EARLY FINANCING SECURITIES
effected by preparing and filing a registration statement in compliance with
the
Securities Act of 1933, as amended (“Securities Act”), and the declaration or
ordering of the effectiveness of such registration statement by the
SEC.
1.2
"Registration Statement" shall mean a registration statement
(including, without limitation, the related prospectus contained in such
registration statement) of QC1 under the Securities Act on Form SB-2 (or any
successor form thereto) or, in the event that QC1 is not then eligible to use
Form SB-2, on any other SEC Securities Act registration form selected by QC1
for
which it then qualifies and which permits the sale thereunder of the number
and
type of EARLY FINANCING SECURITIES to be included therein in accordance with
this Agreement by the applicable Holders (as defined in Section 2 below) in
the
manner described therein. The term "Registration Statement" shall also include
all exhibits, financial statements, schedules and documents incorporated by
reference in such Registration Statement when it becomes effective under the
Securities Act, and in the case of the references to the Registration Statement
as of a date subsequent to its effective date, all amendments or supplements
to
such Registration Statement as of such subsequent date.
1.3
"Rule 144" shall mean Rule 144 promulgated under the Securities
Act and any successor rule thereto providing for an exemption from registration
for re-sales of restricted securities.
-2-
1.4
"EARLY FINANCING SECURITIES " shall mean these elements of the
authorized shares of the common stock of QC1:
(a)
Three
million (3,000,000) shares reserved for warrants for COAST pursuant to the
CONSULTING AGREEMENT of even date herewith;
(b)
Five
Million (5,000,000) shares of which Four Million Five Hundred Thousand
(4,500,000) shares are reserved for capital raising for QC1 and including
therein any purchasers of any part of such Five Million shares in private
transactions prior to the effective date of a Registration Statement, and Five
Hundred Thousand (500,000) shares are reserved for advertising, including any
investor relations or public relations expenses; and
(c)
Five
million (5,000,000) shares held by QCF;
provided,
however, that, as to any particular EARLY FINANCING SECURITIES, such EARLY
FINANCING SECURITIES will cease to be EARLY FINANCING SECURITIES when it: (i)
has been sold pursuant to a Registration Statement or in a transaction exempt
from the registration and prospectus delivery requirements of the Securities
Act; or (ii) can then be sold by the Holder (as defined in Section 2 below)
thereof without registration under the Securities Act pursuant to Rule 144
under
the Securities Act; provided that, as set forth in Section 7, non-dilution
rights may continue to apply, and provided that an assignment of a Holder’s
warrants or common stock shall not constitute a sale for the definitional
purposes of Section 1.4.
1.5
"Third-Party Demand Stockholder" means any person (the “First
Person”) having the right to require that QC1 effect a registration under the
Securities Act of QC1 securities owned by such First Person, other than pursuant
to this Agreement, and includes any other person exercising incidental rights
of
registration pursuant to the agreement under which such First Person has the
right to require registration by QC1.
2.
TRANSFER OF REGISTRATION RIGHTS. Each SHAREHOLDER may assign and
delegate its rights and obligations pursuant to this Agreement to any person,
party or parties to which it may from time to time transfer some or all of
the
EARLY FINANCING SECURITIES held by such SHAREHOLDER in accordance with the
terms
of this Agreement. During the time each SHAREHOLDER, and each subsequent
transferee who so agrees to be bound, continues to hold EARLY FINANCING
SECURITIES, it shall be referred to as a "Holder."
3.
REQUIRED REGISTRATION RIGHTS.
3.1
Required Registration of EARLY FINANCING SECURITIES. As promptly
as practicable after the Effective Date of the Share Exchange Agreement (defined
in Section 2 of the Share Exchange Agreement as “the date and time specified in
this Share Exchange Agreement or on such other date as shall be mutually agreed
to by VFCT and Public Company” and is referred to herein as the “Effective
Date”), but in no event later than thirty (30) days after QC1 obtains a
shareholder base of 35 shareholders, QC1 agrees to file a Registration Statement
to register the resale of all of the EARLY FINANCING SECURITIES. QC1 shall
have
made its best efforts to cause the SEC to declare the Registration Statement
effective no later than the one hundred-eightieth (180th) day following the
date
the Registration Statement is filed with the SEC (the "Registration
Deadline").
3.2
Required Registration Procedures.
(a)
Using
the procedure set forth in Section 3.3, QC1 shall advise the Holders as to
the
initiation of the registration process contemplated by Section 3.1 and as to
the
completion thereof. In addition, subject to Section 3.1 and Section 3.2, QC1
shall, to the extent applicable to any Registration Statement filed pursuant
thereto:
-3-
(i)
prepare and file with the SEC such amendments and supplements to the
Registration Statement as may be necessary to keep such Registration Statement
continuously effective and free from any material misstatement or omission
of
facts necessary to make the statements made therein, in light of the
circumstances in which they were made, not misleading and comply with provisions
of the Securities Act with respect to the disposition of all EARLY FINANCING
SECURITIES covered thereby during the periods referred to in Section 3.1 and
Section 3.2;
(ii)
notify the Holders promptly when the Registration Statement is declared
effective by the SEC and furnish to each Holder such number of prospectuses,
including preliminary prospectuses, and other documents incident thereto as
the
Holders may reasonably request from time to time;
(iii)
use
its best efforts to register or qualify such EARLY FINANCING SECURITIES under
such other securities or blue sky laws of such jurisdictions of the United
States where an exemption is not available and as the Holders may reasonably
request to enable such Holder or Holders to consummate the disposition in such
jurisdiction of such EARLY FINANCING SECURITIES; provided, however, that in
no
event will QC1 be required to: (a) qualify generally to do business in any
jurisdiction where it would not otherwise be required to be so qualified; (b)
consent to general service of process in any such jurisdiction; or (c) subject
itself to taxation in any jurisdiction where it is not already subject to
taxation;
(iv)
use
its best efforts to cause all such EARLY FINANCING SECURITIES to be quoted
on
the Over The Counter Bulletin Board;
(v)
with
a view to making available to the Holders the benefits of certain rules and
regulations of the SEC that at any time permit the sale of the EARLY FINANCING
SECURITIES to the public without registration, so long as any EARLY FINANCING
SECURITIES are outstanding, use its best efforts for a period of two (2) years
following the effective date of the CONSULTING AGREEMENT dated of even date
herewith:
(1)
to
make and keep public information regarding QC1 available, as those terms are
understood and defined in Rule 144(c); and
(2)
to
file with the SEC in a timely manner all reports and other documents required
of
QC1 under the Exchange Act.
(vi)
advise the Holders promptly after receiving notice or obtaining knowledge of
the
existence of any stop order by the SEC delaying or suspending the effectiveness
of the Registration Statement or of the initiation or threat of any proceeding
for that purpose, use its best efforts to obtain the withdrawal of any such
order suspending the effectiveness of the Registration Statement at the earliest
possible time, and promptly notify the Holders of the lifting or withdrawal
of
any such order.
(b)
Notwithstanding anything stated or implied to the contrary in this Section
3,
QC1 shall not be required to consent to, participate or cooperate in connection
with any underwritten offering of the EARLY FINANCING SECURITIES or to any
specific underwriter participating in any underwritten public offering of the
EARLY FINANCING SECURITIES.
-4-
(c)
From
and after the date the Registration Statement is declared effective, QC1 shall,
as promptly as practicable: (i) if required by applicable law, file with the
SEC
a post-effective amendment to the Registration Statement or prepare and, if
required by applicable law, file a supplement to the related prospectus or
an
amendment or supplement to any document incorporated therein by reference or
file any other required document so that each Holder, including Holders who
became Holders after the filing of the Registration Statement or any amendments,
is named as a selling stockholder in the Registration Statement and so that
such
Holder is permitted to deliver such prospectus to purchasers of the EARLY
FINANCING SECURITIES in accordance with applicable law and, if QC1 shall file
a
post-effective amendment to the Registration Statement, use its best efforts
to
cause such post-effective amendment to be declared effective under the
Securities Act as promptly as practicable; (ii) provide such Holder copies
of
any documents filed pursuant to this Section; and (iii) notify such Holder
as
promptly as practicable after the effectiveness under the Securities Act of
any
post-effective amendment filed pursuant to this Section.
3.3
Notice Procedure. QC1 will give written notice to each Holder of
its intention to do so not later than ten (10) days prior to the anticipated
filing date of the applicable Registration Statement. Any Holder may elect
to
participate in such registration on the same basis as the planned method of
distribution contemplated by the proposed Registration Statement by delivering
to QC1 written notice of its election, in the form of the Notice and
Questionnaire attached hereto, within five (5) days after its receipt of QC1's
notice pursuant to this Section 3.3. A Holder's election pursuant to this
Section 3.3 must: (i) specify the amount of EARLY FINANCING SECURITIES desired
to be included in such Registration Statement by such Holder; and (ii) include
any other information that QC1 reasonably requests to be included in such
Registration Statement. Upon its receipt of a Holder's election pursuant to
this
Section 3.3, QC1 will use its best efforts to include in such Registration
Statement all EARLY FINANCING SECURITIES requested to be included.
3.4.
Liquidated
Damages for Failure to File Registration Statement.
In the event that the Registration Statement has not been filed on or prior
to
the Registration Deadline, then in addition to any other rights the Holders
may
have hereunder or under applicable law, for each thirty (30) day period (each,
"Liquidated Damages Period") following such Registration Deadline until the
date
on which the Registration Statement is first filed or is no longer required
to
be filed pursuant to this Agreement, QC1 shall pay to each Holder an amount
in
cash, or the cash equivalent in QC1 common stock having the same registration
and non-dilution rights as the EARLY FINANCING SECURITIES, as liquidated damages
and not as a penalty, equal to such Holder's Pro Rata Percentage of: (i) on
the
final day of each of the first three (3) Liquidated Damages Periods, one percent
(1.0%) of the product of (a) the aggregate number of EARLY FINANCING SECURITIES
then held by the Holders, and including those QC1 securities for which the
SHAREHOLDER or Holder is entitled to receive by virtue of such SHAREHOLDER
or
Holder having paid the appropriate consideration, exercised a warrant, or come
into possession of a negotiable QC1 common stock certificate, multiplied by
(b)
the 60-Day Volume Weighted Average Price (“VWAP”); and (ii) on the final day of
each Liquidated Damages Period following the third (3rd) Liquidated Damages
Period, one and one-half percent (1.5%) of the product of (a) the aggregate
number of EARLY FINANCING SECURITIES then held by the Holders, multiplied by
(b)
the 60-Day VWAP. Once the Registration Statement has been declared effective,
QC1 shall thereafter maintain the effectiveness of the Registration Statement
until the earlier of: (i) the date on which all of the EARLY FINANCING
SECURITIES held by the Holders have been sold pursuant to the Registration
Statement or Rule 144; or (ii) such time as QC1 reasonably determines, based
on
the advice of counsel, that each Holder, acting independently of all other
Holders, will be eligible to sell under Rule 144 all of the EARLY FINANCING
SECURITIES then owned by such Holder within the volume limitations imposed
by
Rule 144(e) in the three (3) month period immediately following the termination
of the effectiveness of the Registration Statement. Notwithstanding the
foregoing, QC1's obligations contained in this Section 3.1 shall terminate
on
the second (2nd) anniversary of the effective date of the CONSULTING AGREEMENT
dated of even date herewith.
-5-
4.
INCIDENTAL REGISTRATION RIGHTS.
4.1
Incidental Registration. Subject to Section 4.2, if at any time
prior to the filing of a Registration Statement in connection with a Required
Registration, QC1 may register under the Securities Act any shares of the same
class as any of the EARLY FINANCING SECURITIES (whether in an underwritten
public offering or otherwise and whether or not for the account of QC1 or for
any stockholder of QC1), in a manner that would permit the registration under
the Securities Act of EARLY FINANCING SECURITIES and for sale to the public,
QC1
will give written notice to each Holder of its intention to do so not later
than
ten (10) days prior to the anticipated filing date of the applicable
Registration Statement. Any Holder may elect to participate in such registration
on the same basis as the planned method of distribution contemplated by the
proposed Registration Statement shall use the procedure in Section 3.3 above.
Any registration of EARLY FINANCING SECURITIES pursuant to this Section 4.1
is
referred to as an "Incidental Registration," and any Holder whose EARLY
FINANCING SECURITIES are included at the request of such Holder in an Incidental
Registration pursuant to this Section 4.1 is referred to as a "Selling
Stockholder."
4.2
Incidental
Registration Procedures. Whenever QC1 is obligated to
effect the Incidental Registration of any EARLY FINANCING SECURITIES, QC1 shall,
to the extent applicable, follow the procedures in Section 3.2
above.
5.
EXPENSES. Except as required by law, all expenses incurred by QC1
in complying with its obligations to effect any Required Registration and any
Incidental Registration pursuant to this Agreement, including, without
limitation, all: (i) registration, application, qualification, filing, listing,
transfer and registrar fees; (ii) printing expenses; (iii) fees and
disbursements of counsel and accountants for QC1; and (iv) blue sky fees and
expenses (including, without limitation, fees and disbursements of counsel
related to all blue sky matters) incurred in connection with any registration,
qualification or compliance pursuant to Sections 3 and 4 shall be borne by
QC1.
All underwriting or brokerage discounts and selling commissions applicable
to a
sale incurred in connection with any registration of EARLY FINANCING SECURITIES
and the legal fees and other expenses of a Holder or Selling Stockholder shall
be borne by such Holder or Selling Stockholder.
6.
FURTHER INFORMATION. Each Holder, in the case of a Required
Registration, and each Selling Stockholder, in the case of an Incidental
Registration, shall cooperate with QC1 in connection with the preparation of
the
Registration Statement, and for so long as QC1 is obligated to keep the
Registration Statement effective, such Holder or Selling Stockholder shall
provide to QC1, in writing, for use in the Registration Statement, all
information regarding such Holder or Selling Stockholder, its intended method
of
disposition of the applicable EARLY FINANCING SECURITIES and such other
information as QC1 may reasonably request to prepare the Registration Statement
and to maintain the currency and effectiveness thereof. Each Holder and each
Selling Stockholder shall indemnify QC1 with respect to such information in
accordance with Section 8.
7.
TIME-LIMITED NON-DILUTION OF CERTAIN EARLY FINANCING SECURITIES.
QC1 shall execute and deliver all such documents, instruments, schedules, forms,
and certificates, and amend and restate its bylaws and articles of incorporation
as may be necessary to guarantee that all EARLY FINANCING SECURITIES, including
any EARLY FINANCING SECURITIES assigned by a Holder, will be non-diluted through
the effects of future corporate actions or restructurings up to the following
dates:
(a)
For
three million (3,000,000) shares reserved for warrants for COAST pursuant to
the
CONSULTING AGREEMENT of even date herewith, the date two years from the
effective date of a Registration Statement;
(b)
For
the five million (5,000,000) shares held by QCF, the date two years from the
effective date of a Registration Statement; and
(c)
For
any shares of QC1 purchased from QC1 by COAST or Quetzal Capital Funding 1,
Inc., the date two (2) years from the effective date of a Registration
Statement;
provided
that the applicable time period for any particular share shall terminate earlier
on the date such share is sold. “Non-diluted” means that EARLY FINANCING
SECURITIES, while possessed by any Holder or assignee, as part of its
non-dilution rights, shall continue to have the same percentage of ownership
and
the same percentage of voting rights of the class of QC1 common stock of which
it is a part as of the Effective Date regardless whether QC1 or its successors
or its assigns may thereafter increase or decrease the authorized number of
shares of QC1 common stock or increase or decrease the number of shares issued
and outstanding. No provision of this Agreement shall be interpreted
otherwise.
-6-
8.
MISCELLANEOUS.
8.1
Notices.
A. All
notices, consents, waivers, or other communications which are required or
permitted hereunder shall be in writing and deemed to have been duly given
if
delivered personally or by messenger, transmitted by telex or telegram, by
express courier, or sent by registered or certified mail, return receipt
requested, postage prepaid. All communications shall be addressed to the
appropriate address of each party as follows:
|
If
to VFCT/QC1:
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If
to Coast To Coast Equity Group, Inc.:
|
|
Attention:
Xxxxx X. Brothers
|
Attention:
Xxxxxxx X. Xxxxxxx
|
|
000
Xxxxx Xxxxxx
|
0000
Xxxx Xxxxxx Xxxxxxx
|
|
Xxxx
xx Xxxxxxx, XX 00000
|
Xxxxxxxxx,
XX 00000
|
|
|
|
|
If
to Quetzal Capital Funding 1, Inc.:
|
|
|
Attention:
Xxxx Xxxxxxxx
|
|
|
0000
Xxxx Xxxxxx Xxxxxxx
|
|
|
Xxxxxxxxx,
XX 00000.
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B. For
purposes of notice, the address of each Party will be the address first set
forth above; provided, however, that each Party will have the right to change
its respective address for notices hereunder to another location by giving
ten
(10) days advance written notice to the other Party in the manner set forth
above.
C. All
such
notices shall be deemed to have been given on the date delivered, transmitted,
or mailed in the manner provided above.
8.2
Headings.
The bold-face headings contained in this Agreement are
for convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction
or
interpretation of this Agreement.
-7-
8.3
Choice of Law. This Agreement shall be governed by, construed,
and enforced in accordance with the laws of the State of Florida, without giving
effect to the principles of conflict of law thereof. Each of the parties agrees
that it may be served with process in any action with respect to this Share
Exchange Agreement or the transactions contemplated thereby by certified or
registered mail, return receipt requested, or to its registered agent for
service of process.
8.4
Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors and permitted
assigns, if any, and, with respect to each SHAREHOLDER and Holder, such
SHAREHOLDER’S or Holder’s heirs, executors and administrators.
8.5
Waiver.
No failure on the part of any person to exercise any
power, right, privilege or remedy under this Agreement, and no delay on the
part
of any person in exercising any power, right, privilege or remedy under this
Agreement, shall operate as a waiver of such power, right, privilege or remedy
and no single or partial exercise of any such power, right, privilege or remedy
shall preclude any other or further exercise thereof or of any other power,
right, privilege or remedy. No Person shall be deemed to have waived any claim
arising out of this Agreement, or any power, right, privilege or remedy under
this Agreement, unless the waiver of such claim, power, right, privilege or
remedy is expressly set forth in a written instrument duly executed and
delivered on behalf of such person, and any such waiver shall not be applicable
or have any effect except in the specific instance in which it is given.
8.6
Amendments. This Agreement may not be amended, modified, altered
or supplemented other than by means of a written instrument duly executed and
delivered on behalf of QC1 and the SHAREHOLDERS.
8.7
Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement; the balance of the Agreement shall be interpreted as if
such provision were so excluded, and the balance of the Agreement shall be
enforceable in accordance with its terms.
8.8
Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
8.9
Entire
Agreement. This Agreement, together with each of the
other Share Exchange Agreement documents, schedules, and exhibits hereto and
thereto, set forth the entire understanding of the parties hereto relating
to
the subject matter hereof and thereof and supersede all prior agreements and
understandings among or between any of the parties relating to the subject
matter hereof and thereof.
-8-
IN
WITNESS WHEREOF, the parties have duly executed this REGISTRATION RIGHTS
AGREEMENT as of the Date above.
|
VALLEY
FORGE COMPOSITE TECHNOLOGIES,
INC.
|
SHAREHOLDERS | ||
| /s/ Xxxxx X. Brothers | /s/ Xxxxxxx X. Xxxxxxx | ||
|
Xxxxx X. Brothers |
Xxxxxxx X. Xxxxxxx |
||
| President |
Director
Coast
To Coast Equity Group,
Inc.
|
| QUETZAL CAPITAL 1, INC. | |||
| /s/ Xxxxx X. Brothers | /s/ Xxxx Xxxxxxxx | ||
|
Xxxxx X. Brothers |
Xxxx Xxxxxxxx |
||
| President |
President
Quetzal
Capital Funding 1, Inc.
|
-9-
NOTICE
AND QUESTIONNAIRE
The
undersigned beneficial holder of Early Financing Securities of Quetzal Capital
1, Inc. ("QC1") understands that QC1 has filed or intends to file with the
Securities and Exchange Commission (the "SEC") a Registration Statement under
the Securities Act of 1933, as amended (the "Securities Act"), for the
registration and resale of the Early Financing Securities in accordance with
the
terms of the Registration Rights Agreement, dated as of March 15, 2006 (the
"Registration Rights Agreement"), by and among QC1 and certain of its
shareholders and prospective warrant holders. The Registration Rights Agreement
is available from QC1 upon request at the address set forth below.
In
order
to sell or otherwise dispose of any Early Financing Securities pursuant to
the
Registration Statement, a beneficial owner of Early Financing Securities
generally will be required to be named as a selling security holder in the
related prospectus, deliver a prospectus to purchasers of Early Financing
Securities and be bound by the Registration Rights Agreement. Beneficial owners
that do not complete this Notice and Questionnaire and deliver it to QC1 as
provided below will not be named as selling security holders in the prospectus
and therefore will not be permitted to sell any Early Financing Securities
pursuant to the Registration Statement.
Certain
legal consequences may arise from being named as selling security holders in
the
Registration Statement and the related prospectus. Accordingly, holders and
beneficial owners of Early Financing Securities are advised to consult their
own
securities law counsel regarding the consequences of being named or not being
named as a selling security holder in the Registration Statement.
Notice
The
undersigned beneficial owner (the "Selling Stockholder") of Early Financing
Securities hereby requests that QC1 include in the Registration Statement the
Early Financing Securities beneficially owned by it and listed below in Item
3
(unless otherwise specified under Item 3) pursuant to the Registration
Statement. The undersigned Selling Stockholder, by signing and returning this
Notice and Questionnaire, understands that it will be bound by the terms and
conditions of this Notice and Questionnaire and the Registration Rights
Agreement.
The
undersigned Selling Stockholder hereby provides the following information to
QC1
and represents and warrants that such information is accurate and
complete:
-10-
Questionnaire
1. (a)
Full
Legal Name of Selling Stockholder:
(b)
Full
legal name of registered holder (if not the same as (a) above) through which
Early Financing Securities listed in Item 3 below are held:
(c)
Full
legal name of broker-dealer or other third party through which Early Financing
Securities listed in Item 3 below are held:
(d)
Full
legal name of DTC participant (if applicable and if not the same as (b) or
(c)
above) through which Early Financing Securities listed in Item 3 below are
held:
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2.
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Address
for Notices to Selling Stockholder:
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Telephone:
Fax:
Contact
Person:
3. Beneficial
ownership of Early Financing Securities:
Unless
otherwise indicated in the space provided below, all shares of QC1 Common Stock
listed in response to Item 3 above will be included in the Registration
Statement. If the undersigned does not wish all such shares of common stock
to
be so included, please indicate below the number of shares to be
included:
-11-
4. Beneficial
Ownership of QC1's securities owned by the Selling Stockholder:
Except
as
set forth below in this Item 4, the undersigned is not the beneficial or
registered owner of any securities of QC1 other than the Early Financing
Securities listed above in Item 3.
(a) Type
and
amount of other securities beneficially owned by the Selling
Stockholder:
(b) CUSIP
No(s). of such other securities beneficially owned:
5. Relationship
with QC1:
Except
as
set forth below, neither the undersigned nor any of its Affiliates, directors
or
principal equity holders (5% or more) has held any position or office or has
had
any other material relationship with QC1 (or its predecessors or Affiliates)
during the past three years.
State
any
exceptions to the foregoing here:
The
Selling Stockholder acknowledges that it understands its obligation to comply
with the provisions of the Exchange Act, and the rules promulgated thereunder
relating to stock manipulation, particularly Regulation M thereunder (or any
successor rules or regulations) and the provisions of the Securities Act
relating to prospectus delivery, in connection with any offering of Early
Financing Securities pursuant to the Registration Statement. The Selling
Stockholder agrees that neither it nor any person acting on its behalf will
engage in any transaction in violation of such provisions.
In
accordance with the undersigned Selling Stockholder's obligation under the
Registration Rights Agreement to provide such information as may be required
by
law for inclusion in the Registration Statement, the undersigned Selling
Stockholder agrees to promptly notify QC1 of any inaccuracies or changes in
the
information provided herein that may occur subsequent to the date hereof at
any
time while the Registration Statement remains effective. All notices hereunder
and pursuant to the Registration Rights Agreement shall be made in accordance
with Section 8.1 of the Registration Rights Agreement.
In
the
event any Selling Stockholder transfers all of the Early Financing Securities
listed in Item 3 above after the date on which such information is provided
to
QC1, the Selling Stockholder will notify the transferees at the time of transfer
of its rights and obligations under this Notice and Questionnaire and the
Registration Rights Agreement.
By
signing below, the Selling Stockholder consents to the disclosure of the
information contained herein in its answers to Items 1-5 above and the inclusion
of such information in the Registration Statement. The Selling Stockholder
understands that such information will be relied upon by QC1 without independent
investigation or inquiry in connection with the preparation or amendment of
the
Registration Statement.
-12-
IN
WITNESS WHEREOF, the undersigned Selling Stockholder, by authority duly given,
has caused this Notice and Questionnaire to be executed and delivered either
in
person or by its authorized agent.
Selling
Stockholder:
By:_____________________________________
Printed
Name:____________________________
Title:____________________________________
Dated:___________________________________
PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:
QUETZAL
CAPITAL 1, INC.
000
Xxxxx
Xxxxxx
Xxxx
xx
Xxxxxxx, XX 00000
-13-
