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EXHIBIT 9
VOTING AGREEMENT
THIS AGREEMENT is made on the day and year last above written by and
among the undersigned shareholders of common shares of Xxxxxxx Oil and Gas,
Inc. ("Corporation") for the purpose of voting as a unit their shares in the
Corporation.
1. Meeting. A meeting of the parties to this Agreement may be
called by parties to this Agreement holding more than one half of the shares
held by all such parties by their giving to all the parties to this Agreement
10 days prior written notice of the time and place of such meeting.
2. Subject Matter. At such meeting, the parties to this
Agreement shall determine how all of the shares of the Corporation will be
voted with respect to the amendment to the Articles of Incorporation of the
Corporation for the purpose of increasing the authorized capital stock of the
Corporation and determining the rights and privileges of the holders of each
class of such capital stock. Such determination shall be made by a vote at
such meeting of the parties to this Agreement. Each party shall be entitled to
cast one vote for each share of the Corporation's common stock he holds. Such
matter shall be determined by a majority of the shares represented at such
meeting vote in favor of such matter.
3. Voting. At any meeting of the shareholders of the Corporation
with respect to the subject matter of this Agreement, each party to this
Agreement shall cast his votes in accordance with the determination made by the
parties to this Agreement pursuant hereto.
4. Authority. Each person signing this Agreement in a
representative capacity represents that he is authorized to sign it on behalf
of his principal and to give its proxy.
5. Termination. This Agreement shall have no force or effect
after December 31, 1997.
Executed this ___ day of June, 1996.
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Xxxxx Oil International
Canada, Inc.
(10,200,000) shares)
By
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Xxxx Xxxxx, Chief
Executive Officer
Xxxxx Investors, Inc.
(750,000 shares)
By
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Xxxxx X. Xxxx, Agent
Terra Group, Inc.
(500,000 shares)
By
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Xxxxx X. Xxxx, Agent
Vigilant Investments, S.A.
(750,000 shares)
By
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Xxxxx X. Xxxx, Agent
Kolima Trading, Inc.
(650,000 shares)
By
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Xxxxx X. Xxxx, Agent
Carmina Panamericana, S.A.
(500,000 shares)
By
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Xxxxx X. Xxxx, Agent
Sun-Shine Financing
Development Corporation
(650,000 shares)
By
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Xxxxx X. Xxxx, Agent
Key Paradise Designs, Inc.
(100,000 shares)
By
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Xxxxxxx Xxxxxx
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