INVESTMENT LETTER
EXHIBIT
10.4
In
connection with the exchange of common stock pursuant to the terms and
conditions of the Share
Exchange Agreement
dated
July 6, 2006 to which the undersigned is a party (the "Agreement"), the
undersigned hereby represents, warrants, covenants and agrees as set forth
below.
1. Exchange
Entirely for Own Account. The Valley Forge Composite Technologies, Inc. common
stock being exchanged for Quetzal Capital 1, Inc. common stock (hereafter the
“Shares”) is being acquired for investment purposes only, for the undersigned's
own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and the undersigned has no present intention
of selling, granting any participation in, or otherwise distributing the Shares
or any portion thereof. Further, the undersigned does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or
grant
participations to such person or to any third person, with respect to all or
any
portion of the Shares.
2. No
Securities Act Registration. The undersigned understands that the Shares have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), by reason of a specific exemption or specific exemptions
from
the registration provisions of the Securities Act which depend upon, among
other
things, the bona fide nature of the undersigned's investment intent as expressed
herein.
3. Restricted
Securities. The undersigned acknowledges that, unless the undersigned has been
advised by Quetzal Capital 1, Inc. (the “Company”) that a current registration
statement is in effect covering the resale of the Shares, because the Shares
have not been registered under the Securities Act, the Shares must be held
by
the undersigned indefinitely unless subsequently registered under the Securities
Act or an exemption from such registration is available. The undersigned is
aware of the provision of Rule 144 promulgated under the Securities Act that
permits the limited resale of shares purchased in a private placement subject
to
the satisfaction of certain conditions, including, among other things, the
satisfaction of having held the Shares for a certain duration of time, the
availability of certain current public information about the Company, the sale
being through a "broker's transaction" as provided by Rule 144(f)), and the
volume of shares sold not exceeding specified limitations (unless the sale
is
within the requirements of Rule 144(k) .
4. Accredited
and Sophisticated Investor. The undersigned: represents and warrants that at
this time the following information is true:
Check
All That Apply
____ (a) The
undersigned is an individual with a net worth, or a joint net worth together
with his or her spouse, in excess of $1,000,000.
(In
calculating net worth, you may include equity in personal property and real
estate, including your principal residence, cash, short-term investments, stock
and securities. Equity in personal property and real estate should be based
on
the fair market value of such property minus debt secured by such
property.)
____ (b) The
undersigned is an individual that had an individual income in excess of $200,000
in each of the prior two years (2004 and 2005) and reasonably expects an income
in excess of $200,000 in the current year (2006); or
____ (c) The
undersigned is an individual that had with his/her spouse joint income in excess
of $300,000 in each of the prior two years (2004 and 2005) and reasonably
expects joint income in excess of $300,000 in the current year
(2006).
____ (d) The
undersigned is a director, president, vice president in charge of a principal
business unit, division or function (such as sales, administration or finance);
any other officer who performs a policy making function, or any other person
who
performs similar policy making functions for Valley Forge Composite
Technologies, Inc., a Pennsylvania corporation.
____ (e) The
undersigned, either alone or with the undersigned's professional advisor or
advisors, has such knowledge and experience in financial and business matters
as
to be capable of evaluating the merits and risks of acquiring the Shares, and
is
able to bear the economic risk of the investment in the Shares, including a
complete loss of the investment.
_____ (f) None
of
the above.
5. Opportunity
to Ask Questions. The undersigned has had an opportunity to ask questions of
and
receive answers from the Company or its representatives concerning the terms
of
the undersigned's investment in the Shares, all such questions have been
answered to the full satisfaction of the undersigned, and the undersigned has
had the opportunity to request and obtain any additional information the
undersigned deemed necessary to verify or supplement the information contained
therein. The undersigned has reviewed and understands the disclosure provided
in
the Company’s SEC Reports (as such term is defined in the Agreement), and the
information provided in the Information Statement and its attached
documents.
6. Investment
Risks. The undersigned recognizes that an investment in the Shares involves
substantial risks, and is fully aware of and understands all of the risk factors
related to the acquisition of the Shares. The undersigned has determined that
the acquisition of the Shares is consistent with the undersigned's investment
objectives. The undersigned is able to bear the economic risks of an investment
in the Shares, and at the present time could afford a complete loss of such
investment.
7. Limitation
on Manner of Offering. The Shares were not offered to the undersigned by any
means of general solicitation or general advertising.
8. Tax
and
Other Matters. The undersigned is not relying on the Company with respect to
tax
and other economic considerations involved in the acquisition of the Shares.
The
undersigned has carefully considered and has, to the extent the undersigned
believes such discussion necessary, discussed with the undersigned's
professional, legal, tax, accounting and financial advisors the suitability
of
an investment in the Shares for the undersigned's particular tax and financial
situation, and the undersigned has determined that the Shares are a suitable
investment for him or her.
9. Restrictive
Legends. The undersigned understands that the Shares shall bear one or more
of
the following restrictive legends:
(a)
“THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT
OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT
THAT SUCH REGISTRATION AND QUALIFICATION UNDER THE ACT AND SUCH LAWS IS NOT
REQUIRED.”
(b)
Any
legend required by applicable state law.
10. Successors.
The representations and warranties contained herein shall be binding upon the
heirs, executors, administrators, personal representatives and other successors
of the undersigned and shall inure to the benefit of and be enforceable by
the
Company.
11. Address.
The address, telephone number and facsimile number set forth at the end of
this
letter are the undersigned's true and correct address.
12. Counsel.
The undersigned has had the opportunity to discuss this letter and the Agreement
with counsel of his or her selection and the undersigned has availed himself
or
herself of the opportunity to do so to the extent he or she desires. The
undersigned is not relying upon the advice of the Company or counsel to the
Company to advise the undersigned in connection with the risks and merits of
consummating the transactions contemplated by the Agreement.
SHAREHOLDER(S)
Signature Date Signature
(spouse) Date
Name
(Typed or Printed) Name
(Typed or Printed)
Mailing
Address:
_______________________________
_______________________________
_______________________________
Telephone: _______________________
Tax
I.D.
Number: ___________________