VOTING AGREEMENT
This VOTING AGREEMENT (the "Agreement") is made and entered into as of
October 14, 2005. by and between ▇▇▇▇▇ ▇▇▇▇ ("Cash") and Third Point LLC
("Stockholder").
NOW, THEREFORE, in consideration of $10.00 and the promises and covenants
set forth in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. STOCKHOLDER SHARES. Stockholder agrees to hold the Cash shares (the
"Shares") of voting capital stock of QRC (569,339 shares), a Delaware
corporation (the "Company"), transferred to Stockholder by Cash subject to, and
to vote the Shares in accordance with, the provisions of this Agreement.
2. VOTING. On any matter presented to the stockholders of the Company for
vote (whether by written consent or at a meeting), Stockholder shall vote the
Shares as directed in writing by Cash. If Stockholder receives no written
direction with respect to the voting of the Shares for a particular stockholder
vote or consent, Stockholder shall abstain from voting the Shares for such
particular vote or consent.
3. SUCCESSORS. The provisions of this Agreement shall be binding upon any
successor in interest to any of the Shares.
4. TERMINATION. This Agreement shall terminate on March 31, 2006.
5. MISCELLANEOUS.
5.1 Specific Performance. The parties agree that it is impossible to
measure in money the damages which will accrue to a party hereto or to their
heirs, personal representatives, or assigns by reason of a failure to perform
any of the obligations under this Agreement and agree that the terms of this
Agreement shall be specifically enforceable. If any party or his heirs. personal
representatives, or assigns institutes any action or proceeding to specifically
enforce the provisions hereof, any person against whom such action or proceeding
is brought hereby waives the claim or defense therein that such party or such
personal representative has an adequate remedy at law, and such person shall not
offer in any such action or proceeding the claim or defense that such remedy at
law exists.
5.2 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the state of Delaware, without regard to
conflicts of laws principles.
5.3 Amendment or Waiver. This Agreement may be amended or modified
(or provisions of this Agreement waived) only upon the written consent of both
of the parties hereto. Any amendment or waiver so effected shall be binding upon
each of the parties hereto and any assignee of any such party.
5.4 Severability. If one or more of the provisions of this Agreement
is held to be invalid, illegal or unenthrecable in any respect, such invalidity,
illegality or unenforeeability shall not affect any other provision of this
Agreement, and this Agreement shall be construed as
if such invalid, illegal or unenforceable provision had never
been contained herein.
5.5 Successors and Assigns. The provisions hereof shall inure to
the benefit of, and be binding upon, the parties hereto and their respective
successors. Assigns, heirs, executors and administrators and other legal
representatives.
5.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute one instrument.
5.7 Notices. All notices required in connection with this Agreement
shall be in writing and shall he deemed effectively given: (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed electronic mail
or facsimile if sent during normal business hours of the recipient; if not, then
on the next business day, (c) five days after having been sent by registered or
certified mail. return receipt requested, postage prepaid, or (d) one day after
deposit with a nationally recognized overnight courier, specifying next day
delivery, with written notification of receipt. All communications shall be sent
to the holder appearing on the books of the Company or at such address as such
party may designate by 10 days advance written notice to the other parties
hereto.
5.8 Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof and no party shall be liable or bound to any other in any
manner by any oral or written representations, warranties, covenants and
agreements except as specifically set forth herein and therein.
[Signature page follows.]
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In witness whereof; the parties hereto have executed this Voting Agreement
as of' the date first above written.
CASH: STOCKHOLDER:
/s/ ▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇ Nadlen
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▇▇▇▇▇ ▇▇▇▇ Third Point LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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