LAMB-CASH VOTING AGREEMENT
CONSENT OF TRANSFEREE OF QUEST SHARES
Whereas, the undersigned is purchasing 519,246 shares of
common stock of Quest Resource Corporation from Xxxxx X. Xxxx
("Quest Shares");
Whereas, the Quest Shares are subject to a voting agreement between
Xxxxxxx X. Xxxx and Xxxxx X. Xxxx ("Voting Agreement") dated November 8, 2002 (a
copy of which the undersigned acknowledges receiving);
Whereas, section 2.4 of the Voting Agreement requires that any transferee
of shares of common stock owned by Xxxxxxx X. Xxxx or Xxxxx X. Xxxx agree, in
writing, to be bound by the Voting Agreement and agree to all terms and
conditions of the Voting Agreement; and
Whereas, the Voting Agreement is in full force and effect
and has not been amended;
The undersigned xxxxxx agrees to be bound by the Voting Agreement and
agrees to all terms and conditions of the Voting Agreement.
Specifically, the undersigned agrees, during the term of the Voting
Agreement, to use the votes accorded to the Quest Shares to elect the following
as directors of Quest Resource Corporation:
1. Xxxxxxx X. Xxxx;
2 the designee of Xxxxxxx X. Xxxx;
3. the additional designees of Xxxxxxx X. Xxxx (if
any and as provided in the Voting Agreement);
4. Xxxxx X. Xxxx;
5 the designee of Xxxxx X. Xxxx; and
6. the additional designees of Xxxxx X. Xxxx (if any
and as provided in the voting agreement).
Except for sales of the Quest Shares in the public market, each and every
transferee or assignee of the Quest Shares from the undersigned shall be bound
by and subject to the terms and conditions of the Voting Agreement. Except for
sales in the public market, the undersigned shall require that any such
transferee or assignee agree in writing to be bound by, and subject to, all the
terms and conditions of the Voting Agreement.
As used in this instrument, a sale of Quest Shares in the public market
means a transaction meeting the requirements of the first sentence of Rule
144(f) under the Securities Act of 1933, as amended ("Rule 144"), with the term
"brokers' transaction" having the meaning ascribed to such term in Rule 144(g).
In addition to any other legend required by law or agreement, each
certificate evidencing the Quest Shares shall be stamped or otherwise imprinted
with a legend to the following effect:
"The shares represented by this certificate are subject to certain
restrictions contained in a Voting Agreement dated as of November 8,
2002, as the same may be amended from time to time, a copy of which
is available for examination at the principal
In witness whereof, the undersigned has executed this instrument as of
November 8, 2002.
SOUTHWIND RESOURCE, INC.
/s/ Xxxxxx Xxxxx
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By: Xxxxxx Xxxxx
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Title: President
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