Exhibit 10.9
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of May 27,
1999, by and among QUEST NET CORP, a Florida corporation (the "Company"), and
the undersigned, (the "Subscribers").
W I T N E S S E T H
WHEREAS, upon the terms and subject to the conditions of the
Subscription Agreement, dated as of May 27, 1999, between the Subscribers and
the Company (the "Subscription Agreement"), the Company has agreed to issue and
sell to the Subscribers Common Stock of the Company (the "Shares"), at $5.49
per Share; and
WHEREAS, to induce the Subscribers to execute and deliver the
Subscription Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the
"Securities Act"), and applicable state securities laws with respect to the
Shares;
NOW THEREFORE, in consideration of the mutual promises, representation,
warranties, covenants and conditions set forth in the Subscription Agreement and
this Registration Rights Agreement, the Company and the Subscribers agree as
follows:
1. Certain Definitions. As used in this Agreement the following terms
shall have the following respective meanings:
"Closing Date" shall mean the date funds are received by the Company
pursuant to the Subscription Agreement.
"Commission" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
"Common Stock" shall mean the Company's Common Stock, no par value per
share.
"Registrable Shares" shall mean (i) the Common Stock, (ii) any Common
stock of the Company issued or issuable as Additional Shares pursuant to the
terms of the Subscription Agreement, or upon any stock split, stock dividend,
recapitalization or similar event; provided, however, that shares of Common
Stock or other securities shall no longer be treated as Registrable Shares if
(a) they have been sold to or through a broker or dealer or underwriter in a
public distribution or a public securities transaction, (b) they have been sold
in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 so that all transfer restrictions and
restrictive legends
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with respect thereto are removed upon consummation of such sale or (c) they are
available for sale under Rule 144 without volume limitations or otherwise, in
the opinion of counsel to the Company, without compliance with the registration
and prospectus delivery requirements of the Securities Act of 1933 so that no
transfer restrictions or restrictive legends will appear upon the Common Stock
certificates following the consummation of such sale.
The terms "register", "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act of 1933 and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement. Said registration shall include all amendments,
post-effective amendments and supplements to any such registration statement as
may be necessary under the Act and the regulations of the Commission to keep
such registration effective with respect to the Registrable Shares until two (2)
years following the Closing Date.
"Registration Expenses" shall mean all expenses incurred by the Company
in compliance with Section 2 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, blue sky fees and expenses, reasonable fees and
disbursements of one counsel for Subscribers, and the reasonable expenses of any
special audits incident to or required by any such registration (but excluding
the compensation of regular employees of the Company, which shall be paid in any
event by the Company). The Company shall not be responsible for any
Underwriting fees or Commissions.
"Registration Statement" means a registration statement of the Company
on Form S-1 (or any other available form) under the Securities Act of 1933
covering the Registrable Shares.
The "Reserved Shares" shall mean the shares of Common Stock purchased
pursuant to the terms of the Subscription Agreement and the Additional Shares,
issuable pursuant to the terms of the Subscription Agreement that have been duly
and validly reserved for issuance, and upon issuance which shall be duly and
validly issued, fully paid, and non-assessable.
The "Act" shall mean the Securities Act of 1933, as amended, or any
similar Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Shares.
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2. Registration.
(a) Mandatory Registration. The Company shall use its best efforts to
prepare and file with the SEC, no later than sixty (60) calendar days after the
Closing Date, a Registration Statement on Form S-1 (or any other applicable
form), covering a sufficient number of shares of Common Stock for the
Subscribers but in no event less than 1,700,000 shares of Common Stock. Due to
the fluctuation in the price of the Company's Common Stock during the past 60
days, the parties have agreed that an initial Registration Statement covering
1,700,000 Reserved Shares will probably cover the number of shares of Common
Stock to be issued pursuant to the terms of the Subscription Agreement. Such
Registration Statement shall state that, in accordance with the Securities Act,
it also covers such indeterminate number of additional shares of Common Stock as
may become issuable to prevent dilution resulting from Stock splits, or stock
dividends). The Company represents that only the Subscribers whose signatures
are set forth on the signature page of this Agreement shall have their Shares
registered in the Registration Statement. If at any time after the Closing Date,
the number of registered shares of common stock does not cover that number of
shares of common stock that would be issuable pursuant to the terms of the
Subscription Agreement, then the Company shall, within twenty (20) business days
after receipt of written notice from any Subscribers, either (i) amend the
Registration Statement filed by the Company pursuant to preceding sentence, if
such Registration Statement has not been declared effective by the SEC at that
time, to register all shares of Common Stock that would be issuable pursuant to
the terms of the Subscription Agreement or (ii) if such Registration Statement
has been declared effective by the SEC at that time, file with the SEC an
additional Registration Statement on Form S-1 (or any other available form), to
register such additional shares of Common Stock that exceed the aggregate number
of shares of Common Stock already registered.
(b) Underwritten Offering. If any offering pursuant to a Registration
Statement pursuant to Section 2(a) hereof involves an underwritten offering, the
Subscribers acting by majority in interest of the Registrable Shares subject to
such underwritten offering shall have the right to select one legal counsel to
represent their interests, and an investment banker or bankers and manager or
managers to administer the offering, which investment banker or bankers or
manager or managers shall be reasonably satisfactory to the Company. The
Subscribers(s) who hold the Registrable Shares to be included in such
underwriting shall pay all underwriting discounts and commissions and other fees
and expenses of such investment banker or bankers and manager or managers so
selected in accordance with this Section 2(b) (other than fees and expenses
relating to registration of Registrable Shares under federal or state securities
laws, which are payable by the Company pursuant to Section 5 hereof) with
respect to their Registrable Shares and the fees and expenses of such legal
counsel so selected by the Subscribers.
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(c) Certain Fees. The Company shall pay cash liquidated damages as
follows:
(i) 1.0% of the principal amount of the Shares if the Registration
Statement covering this offering is not filed within 60 calendar days following
the Closing Date;
(ii) 2.0% of the principal amount of the Shares for each 30-day period,
or portion thereof, 90 calendar days following the Closing Date that the
Registration Statement covering this offering is not filed;
(iii) 1.0% of the principal amount of the Shares for each 30 day
period, or portion thereof, that the registration ceases to remain effective
during the "Registration Period" as defined in Section 3(a);
(iv) 1.0% of the principal amount of the Shares if the Registration
Statement covering this offering is not declared effective within 120 calendar
days following the Closing Date; and
(v) 2.0% of the principal amount of the Shares for each 30-day period,
or portion thereof, 150 calendar days following the Closing Date that
registration is not declared effective.
The above damages shall continue until the obligation is fulfilled, and
shall be paid within 5 business days after each 30-day period. Failure of the
Company to make payment within said 5 business days shall be considered a
default. The Company acknowledges that its failure to meet any of its
obligations under either Section 2(c) (i), (ii) or (iii) of this Agreement will
cause the Subscribers to suffer damages in an amount that will be difficult to
ascertain. Accordingly, the parties agree that it is appropriate to include in
this Agreement a provision for liquidated damages. The parties acknowledge and
agree that the liquidated damages provision set forth in this section represents
the parties' good faith effort to qualify such damages and, as such, agree that
the form and amount of such liquidated damages are reasonable and will not
constitute a penalty. The payment of liquidated damages shall not relieve the
Company from its obligations to deliver the Common Stock pursuant to the terms
of this Agreement and the Subscription Agreement.
3. Obligation of the Company. In connection with the registration of
the Registrable Shares, the Company shall do each of the following:
(a) Prepare promptly, and file with the SEC within sixty (60) days of
the Closing Date, a Registration Statement with respect to not less than the
number of Registrable Shares provided in Section 2(a), above, and thereafter use
its best efforts to cause each Registration Statement relating to Registrable
Shares to become effective the earlier of (A) five business days after notice
from the
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Securities and Exchange Commission that the Registration Statement may be
declared effective, or (Bone hundred twenty (120) days after the Closing Date,
and keep the Registration Statement effective at all times until the earlier of
two (2) years following the Closing Date or the sale of all of the Shares, (the
"Registration Period") which Registration Statement (including any amendments or
supplements thereto and prospectuses contained therein) shall 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, in light of the
circumstances in which they were made, not misleading;
(b) Prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus used in connection with the Registration Statement as may be
necessary to keep the Registration effective at all times during the
Registration Period, and, during the Registration Period, comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Shares of the Company covered by the Registration Statement until
such time as all of such Registrable Shares have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set
forth in the Registration Statement;
(c) Furnish to each Subscribers whose Registrable Shares are included
in the Registration Statement and its legal counsel identified to the Company,
(i) promptly after the same is prepared and publicly distributed, filed with the
SEC, or received by the Company, one (1) copy of the Registration Statement,
each preliminary prospectus and prospectus, and each amendment or supplement
thereto, and (ii) such number of copies of a prospectus, including a preliminary
prospectus, and all amendments and supplements thereto and such other documents,
as the Subscribers may reasonably request in order to facilitate the disposition
of the Registrable Shares owned by such Subscribers;
(d) Use reasonable efforts to (i) register and qualify the Registrable
Shares covered by the Registration Statement under such other securities or blue
sky laws of such jurisdictions as the Subscribers(s) who hold a majority in
interest of the Registrable Shares being offered reasonably request and in which
significant volumes of shares of Common Stock are traded, (ii) prepare and file
in those jurisdictions such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof at all times during the Registration Period,
(iii) take such other actions as may be necessary to maintain such registrations
and qualification in effect at all times during the Registration Period, and
(iv) take all other actions reasonably necessary or advisable to qualify the
Registrable Shares for sale in such jurisdictions: provided, however, that the
Company shall not be required in connection therewith or as a condition thereto
to (A) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 3(d), (B) subject itself to general
taxation in any such
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jurisdiction, (C) file a general consent to service of process in any such
jurisdiction, (D) provide any undertakings that cause more than nominal expense
or burden to the Company or (E) make any change in its articles of incorporation
or by-laws or any then existing contracts, which in each case the Board of
Directors of the Company determines to be contrary to the best interests of the
Company and its stockholders;
(e) As promptly as practicable after becoming aware of such event,
notify each Subscribers of the happening of any event of which the Company has
knowledge, as a result of which the prospectus included in the Registration
Statement, as then in effect, includes any untrue statement of a material fact
or omits 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, and uses its best efforts promptly to prepare a supplement
or amendment to the Registration Statement or other appropriate filing with the
SEC to correct such untrue statement or omission, and deliver a number of copies
of such supplement or amendment to each Subscribers as such Subscribers may
reasonably request;
(f) As promptly as practicable after becoming aware of such event,
notify each Subscribers who holds Registrable Shares being sold (or, in the
event of an underwritten offering, the managing underwriters) of the issuance by
the SEC of any notice of effectiveness or any stop order or other suspension of
the effectiveness of the Registration Statement at the earliest possible time;
(g) Use its best efforts, if eligible, either to (i) cause all the
Registrable Shares covered by the Registration Statement to be listed on a
national securities exchange and on each additional national securities exchange
on which securities of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable Shares is then permitted
under the rules of such exchange, or (ii) secure designation of all the
Registrable Shares covered by the Registration Statement on the National
Association of Securities Dealers Automated Quotations System ("NASDAQ") within
the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the quotation of the Registrable
Shares on the NASDAQ National Market System; or if, despite the Company's
commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the
Company is unsuccessful in doing so, to secure NASD authorization and quotation
for such Registrable Shares on either the SmallCap Market or the
over-the-counter bulletin board and, without limiting the generality of the
foregoing, to arrange for at least two market makers to register with the
National Association of Securities Dealers, Inc. ("NASD") as such with respect
to such Registrable Shares;
(h) Provide a transfer agent for the Registrable Shares not later than
the effective date of the Registration Statement;
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(i) Cooperate with the Subscribers who hold Registrable Shares being offered to
facilitate the timely preparation and delivery of certificates for the
Registrable Shares to be offered pursuant to the Registration Statement and
enable such certificates for the Registrable Shares to be in such denominations
or amounts as the case may be, as the Subscribers may reasonably request and
registration in such names as the Subscribers may request; and, within five (5)
business days after a Registration Statement which includes Registrable Shares
is ordered effective by the SEC, the Company shall deliver, and shall cause
legal counsel selected by the Company to deliver, to the transfer agent for the
Registrable Shares (with copies to the Subscribers whose Registrable Shares are
included in such Registration Statement) an appropriate instruction and opinion
of such counsel; and
(j) Take all other reasonable actions necessary to expedite and
facilitate distribution to the Subscribers of the Registrable Shares pursuant to
the Registration Statement.
(k) The Company shall use its best efforts to effect such registration
(including, without limitation, the execution of an undertaking to file
amendments, post-effective amendments, and supplements appropriate qualification
under applicable blue sky or other state securities laws and appropriate
compliance with applicable regulations issued under the Act and the Regulations
of the Commission) as may be so requested and as would permit or facilitate the
sale and distribution of all or such Registrable Shares as are specified in such
request.
(1) After filing the Registration Statement with SEC, the Company shall
use its best efforts to cause each Registration Statement relating to the
Registrable Shares to become effective five days after notice from the SEC that
the Registration Statement may be declared effective, and keep the Registration
Statement effective at all times until the earliest (the "Registration Period")
of the date when the Subscribers may sell all Registrable Shares under Rule 144
without volume limitations or (ii) the date the Subscribers no longer own any of
the Registrable Shares, which Registration Statement (including any amendments
or supplements thereto and prospectuses contained therein) shall 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, in light of the
circumstances in which they were made, not misleading.
4. Expenses of Registration. Except as set forth in this Agreement the
Company shall bear all Registration Expenses incurred in connection with any
registration, qualification or compliance of the Registrable Shares pursuant to
this Agreement. All Selling Expenses shall be born by the Subscribers.
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5. Registration Procedures. The Company shall advise the Subscribers of
the initiation of a registration under the Agreement and as to the completion
thereof. At its expenses the Company will:
(a) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Act and the Regulations of the Commission with respect to the
disposition of securities covered by such registration statement; and
(b) Concerning the Securities. The issuance, sale and delivery
of the Shares have been duly authorized by all required corporate action on the
part of Company, and when issued, sold and delivered in accordance with the
terms hereof and thereof for the consideration expressed herein and therein,
will be duly and validly issued and enforceable in accordance with their terms,
subject to the laws of bankruptcy and creditors' rights generally. At least
1,700,000 Shares have been duly and validly reserved for issuance and, upon
issuance shall be duly and validly issued, fully paid, and non-assessable (the
"Reserved Shares").
Prior to issuance of all the Shares pursuant to the terms of the
Subscription Agreement, if at anytime there is an insufficient number of
Reserved Shares, then in such event, the Company will move to call and hold a
shareholder's meeting within 45 days of such event for the sole purpose of
authorizing additional Shares to facilitate the conversions. In such an event
the Company shall: (1) recommend its current or future officers, directors and
other control people to vote their shares in favor of increasing the authorized
number of shares of Common Stock and (2) recommend to all shareholders to vote
their shares in favor of increasing the authorized number of shares of Common
Stock. Company represents and warrants that under no circumstances will it deny
or prevent the Subscribers' right to receive Additional Shares as permitted
under the terms of the Subscription Agreement or this Registration Rights
Agreement.
6. Indemnification.
(a) The Company will indemnify and hold harmless the Subscribers, each
of its stockholders, executives, employees, representatives, affiliates,
officers, directors and partners, and each person controlling the Subscribers,
with respect to which registration has been effected pursuant to this Agreement
against all claims, losses, damages and liabilities (or actions, proceedings or
settlements in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any prospectus or
other document incident to any such registration, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or any violation by
the Company of the Act or any rule or regulation thereunder applicable to the
Company and will reimburse the Subscribers, each of its
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stockholders, executives, employees, representatives, affiliates, officers,
directors and partners, and each person controlling the Subscribers for any
legal and any other expenses as they are reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or action,
provided, however, that the indemnity contained in this Section 6(a) shall not
apply to amounts paid in settlement of any such claim, loss, damage, liability
or action if such Settlement is effected without the consent of the Company, and
provided further that the Company shall not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement or omission based upon written information
furnished to the Company by the Subscribers and stated to be specifically for
use in the registration statement filed pursuant to this Agreement. The
foregoing indemnity agreement is further subject to the condition that insofar
as it relates to any untrue prospectus; such indemnity agreement shall not inure
to the benefit of the foregoing unindemnified parties if copies of a final
prospectus correcting the misstatement, or alleged misstatement, omission or
alleged omission upon which such loss, liability, claim or damage is based is
timely delivered to such indemnified party and a copy thereof was not furnished
to the person asserting the loss, liability, claim or damage.
(b) The Subscribers will indemnify the Company, each of its
stockholders, executives, employers, representatives, affiliates, directors,
officers and each person who controls the Company within the meaning of the Act
and the rules and regulations thereunder against all claims, losses, damages and
liabilities (or actions, proceedings, or settlements in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any prospectus or other document incident to any such
registration or based upon any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation of the Act or any rule of regulation
thereunder applicable to the Company and will reimburse the Company, and its
stockholders, executives, employers, representatives, affiliates, directors,
officers, partners, persons, underwriters or control persons for any legal or
any other expense reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each case to
the extent, and only to the extent, that such untrue statement (or alleged
untrue statement) or omission or alleged omission) relating to such holder is
made in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished
to the Company by the Subscribers and stated to be specifically for use therein;
provided, however, that the obligations of the Subscribers shall be limited to
an amount equal to the proceeds to the Subscribers and provided further that
such indemnification obligations shall not apply if the Company modifies or
changes to a material extent the written information furnished by such Holder.
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(c) Each party entitled to indemnification under this Section 6
(an "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party, (whose approval shall not
unreasonably be withheld or delayed), and the Indemnified Party may participate
in such defense at such indemnified party's expense, and provided further that
the failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this 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. Each
Indemnified Party shall furnish such information regarding itself or the claim
in question as an Indemnifying Party may reasonably request in writing and as
shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.
7. Information by Holder of Registrable Shares. The Company's
obligation to register the Registrable Shares shall be contingent upon the
Subscribers' timely furnishing to the Company such information regarding the
Subscribers and the distribution proposed by such holder of Registrable Shares
as the Company may reasonably request in writing and as shall be reasonably
required in connection with any registration referred to in this Agreement.
8. Transfers or Assignments of Registration Rights. The Subscribers'
rights under this Agreement to cause the (Company to register the Registrable
Shares may be transferred or assigned by the Subscribers only to affiliates of
the Subscribers or to a purchaser of the Shares, or any portion of the Shares,
in the principal amount of at least $50,000 or at least 50 Shares and such
assignment shall only be effective upon delivery of written notice of such
assignment to the Company within thirty (30) days of the assignment. Upon such
assignment the assignee shall have all the rights and obligations of the
Subscribers hereunder.
9. Miscellaneous.
9.1 Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Florida without giving effect to
conflict of laws principles.
9.2 Successors and Assigns. Except as otherwise 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.
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9.3 Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject
matter hereof.
9.4 Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by first-class mail,
postage prepaid, or delivered by hand or by messenger or courier delivery
service, addressed (a) if to the Subscribers, at the address listed in the
Subscription Agreement or at such other address as the Subscribers shall have
furnished to the Company in writing, or (b) if to the Company, at its executive
office, or at such other address as the Company shall have furnished to the
Subscribers in writing.
9.5 Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any holder of any Registrable Shares, upon any
breach or default of the Company under this Agreement, shall impair any such
right, power, or remedy of such holder nor shall it be construed to be a waiver
of any such breach or default, or an acquiesce therein, or of or in any similar
breach or default thereunder occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any holder of any breach or default under this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement or by law or otherwise
afforded to any holder, shall be cumulative and not alternative.
9.6 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument. An executed facsimile counterpart of this Agreement shall be
effective as an original.
9.7 Severability. In the case any provision of this 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.
9.8 Amendments. This provision of this Agreement may be amended at any
time and from time to time, and particular provisions of this Agreement may be
waived, with and only with an agreement or consent in writing signed by the
Company and by the owners of all of the Registrable Shares as of the date of
such amendment or waiver.
9.9 Termination or Registration Rights. This Agreement shall terminate
at such time as there ceases to be any outstanding Shares.
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The foregoing Registration Rights Agreement is hereby executed as of
the date first above written.
QUEST NET CORP.
By:
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XXXXX, LLC
By [Illegible]
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CTC Corporation Ltd.
Director
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The foregoing Registration Rights Agreement is hereby executed as of
the date first above written.
QUEST NET CORP.
By: (ILLEGIBLE)
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By
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By
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