Salt Lake City, Utah 84092 Jersey Transfer & Trust Verona, New Jersey 07044 Re: Registration Agreement respecting certain shares of common stock of E.R.C. Energy Recovery Corporation, a Delaware corporation (the “Company”), and related instructions to...
Exhibit 99.1
E.R.C. Energy Recovery Corporation
0000 Xxxx Xxxxx Xxxxxx Xxxxxxxxxx Xx
Xxxx Xxxx Xxxx, Xxxx 00000
Jersey Transfer & Trust
000 Xxxxxxxxxx Xxx.
Xxxxxx, Xxx Xxxxxx 00000
Re: Registration Agreement respecting certain shares of common stock of E.R.C. Energy Recovery
Corporation, a Delaware corporation (the “Company”), and related instructions to Jersey Transfer
& Trust (“TA)
Dear Ladies and Gentlemen:
In furtherance of compliance with the Securities Act of 1933, as amended (the “Securities Act”), the General Rules and Regulations promulgated thereunder by the United States Securities and Exchange Commission (the “Commission”) and the letter dated January 20, 2000, of Xxxxxxx X. Xxxxx, who was the Chief of the Commission’s Office of Small Business, that was addressed to Xxx Worm, the Assistant Director of the OTC Compliance Unit of NASD (the “Xxxxx letter”), the undersigned person agrees as follows:
(1) That the following stock certificates and the shares of common stock of the Company represented thereby shall not be publicly sold unless and until: (i) there is a Registration Statement filed with the Commission covering this stock certificate and the shares of common stock represented thereby, which has become effective; or (ii) the Commission provides a “no action” letter which indicates that registration prior to resale of this stock certificate and the shares of common stock represented thereby is not required under Section 5 of the Securities Act as there is an available exemption for the resale of these securities by the undersigned; or (iii) there is a finding by a United States District Court having original jurisdiction or a state court having concurrent jurisdiction regarding the Securities Act, to the effect that this stock certificate and the shares of common stock represented thereby can be resold by the undersigned or successors without registration under the Securities Act.
(2) The undersigned person agrees and does hereby advise the Company and TA that they are hereby authorized to place a restriction on the stock certificate referred herein below on its presentation, reflecting the terms and conditions of this Registration Agreement, and that the Company and TA shall make appropriate notations in the transfer records maintained for and on behalf of the Company to the effect that the following stock certificate has “stop transfer” instructions until one of the foregoing conditions has been met.
(3) The undersigned shall promptly courier to TA the following stock certificate for the imprinting of an appropriate legend reflecting this Registration Agreement. The stock certificate subject to this Registration Agreement is as follows:
Name and Address | Stock Certificate No. | Number of Shares |
Xxxxx X. Xxxxxxx | 2393 | 1,834 |
| Dividend | 181,566 |
|
|
|
Xxxxxxx X. Xxxxx | 2390 | 167 |
| Dividend | 16,533 |
In consideration of the foregoing, the Company agrees to xxxxx Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx “piggy back” registration rights regarding the foregoing shares, subject to pro rata adjustments in the event of any Rule 415 issues that reduce the total number of shares that may be registered by the Company.
Xxxxx X. Xxxxxxx
/s/Xxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxx
/s/Xxxxxxx X. Xxxxx
Accepted:
E.R.C. Energy Recovery Corporation
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx, President
