AMENDED AND RESTATED
VOTING TRUST AGREEMENT
THIS AGREEMENT made effective as of the 17th day of June, 1996.
A M O N G:
XXXXXX X. XXXXXXX and XXXXX
X. XXXXX, of the State of Texas
(hereinafter called "Proxyholders")
OF THE FIRST PART
- and -
WILTEX EASTERN RESOURCE
COMPANY, a corporation formed
pursuant to the laws of the State of Texas
(hereinafter called "Wiltex")
OF THE SECOND PART
- and -
PINNACLE REEF LIMITED
PARTNERSHIP, a limited partnership
formed pursuant to the laws of the State of
Nevada
(hereinafter called "Pinnacle")
OF THE THIRD PART
- and -
SO. ALABAMA EXPLORATION
LIMITED PARTNERSHIP, a limited
partnership formed pursuant to the laws of
the State of Nevada
(hereinafter called "SO. Alabama")
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OF THE FOURTH PART
- and -
HIBERNIA MANAGEMENT
COMPANY, a corporation formed
pursuant to the laws of the State of
Nevada
(hereinafter called "Hibernia")
OF THE FIFTH PART
- and -
XXXXXXXXX FAMILY LIMITED
PARTNERSHIP, a limited partnership
formed pursuant to the laws of the State of
Texas
(hereinafter called "Xxxxxxxxx")
OF THE SIXTH PART
- and -
XXXXXXX FAMILY LIMITED
PARTNERSHIP, a limited partnership
formed pursuant to the laws of the State of
Texas
(hereinafter called "Xxxxxxx")
OF THE SEVENTH PART
- and -
WILKERSTEAD THRUST
COMPANY, a corporation formed
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pursuant to the laws of the laws of
Gibraltar
(hereinafter called "Wilkerstead")
OF THE EIGHTH PART
- and -
BROWNSTOWE PARTNERS, LTD.,
a corporation formed pursuant to the laws
of the laws of Gibraltar
(hereinafter called "Brownstowe")
OF THE NINTH PART
-and-
XXXXX MANAGEMENT COMPANY,
a corporation formed pursuant to the laws
of the state of Texas
(hereinafter called "Xxxxx")
OF THE TENTH PART
WHEREAS the parties hereto other than the Proxyholders
(collectively, the "Property Contributors") are the registered holders of
3,481,732 common shares (the "Property Contributors' Shares") in the capital of
Cotton Valley Energy Limited (Cotton Valley Energy Limited and its successors
are hereinafter referred to as "Cotton Valley");
AND WHEREAS the Property Contributors have been granted Class
A Warrants (the "Property Contributors' Warrants") to purchase an aggregate of
up to 518,345 common shares in the capital of Cotton Valley;
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AND WHEREAS the Property Contributors pursuant to the terms
and conditions of this Agreement wish to provide to the Proxyholders duly
completed Powers of Attorney to vote according to the terms and conditions of
this Voting Trust Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT for good and
valuable consideration mutually given and received, the receipt and sufficiency
whereof is hereby acknowledged, the parties hereto hereby agree as follows:
1. Voting Trust: Contemporaneously with the signing of this Agreement, each of
the Property Contributors hereby agree to deposit with the Proxyholders Powers
of Attorney substantially in the form attached hereto as Schedule "A", providing
to the Proxyholders the unrestricted right to vote the shares held by the
Property Contributors (collectively, the "Proxy Shares"). Any shares of Cotton
Valley hereinafter acquired by any of the Property Contributors pursuant to the
exercise of the Property Contributors' Warrants or pursuant to paragraphs 4 or 5
hereof, shall form part of the Proxy Shares. Where the context permits, the term
"Proxy Shares" shall include all additional shares of Cotton Valley here after
acquired by any of the Property Contributors and which are subject to the
Proxyholders' voting power pursuant to the provisions of this paragraph 1.
2. Representations and Warranties of the Property Contributors: Each of the
Property Contributors hereby jointly and severally represent and warrant as
follows and hereby acknowledge and agree that the Proxyholders are relying on
such representations and warranties in connection with the entering into by the
Proxyholders of this Agreement:
(a) each of the Property Contributors has good and sufficient
power, authority and right to enter into and deliver this
Agreement and the execution by any Property Contributor of
this Agreement does not constitute a violation of applicable
law or a violation of any contract or other instrument to
which a Property Contributor is a party;
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(b) Each of the Property Contributors has the power and authority to
enter into this Agreement on behalf of each respective Property
Contributor;
(c) other than the Property Contributors' Shares and the Property
Contributors' Warrants, as of the date of this Agreement, no
Property Contributor owns any other securities of Cotton
Valley; and
(d) the Property Contributors own the Property Contributors'
Shares free and clear of any and all claims, liens, security
interests and encumbrances whatsoever and no person has any
agreement or option or right capable of becoming an agreement
for the purchase of any of the Property Contributors' Shares.
3. Covenant of the Property Contributors: Each of the Property Contributors
hereby covenants and agrees that during the term of this Agreement no Property
Contributor shall sell, transfer, assign, pledge, mortgage, charge, create a
security interest in, hypothecate, enter into any agreement or option to or
otherwise dispose of, encumber or deal with any of the securities of Cotton
Valley held by any such Property Contributor other than as provided for in
paragraph 6 hereof; and
4. Corporate Reorganization: If at any time during the currency of this
Agreement, as a result of a subdivision, consolidation, redivision,
amalgamation, reclassification or other alteration of the share capital of
Cotton Valley, the Property Contributors' Shares subject to the Power of
Attorney provided to the Proxyholders hereunder shall be amended to provide for
such event, and the Proxyholders shall be entitled to vote such shares in
accordance with the provisions of this Agreement.
5. Acquisition of Additional Securities: For greater certainty, forthwith upon
the receipt by any Property Contributor of any additional securities of Cotton
Valley at any time and
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from time to time during the term of this Agreement pursuant to the exercise of
the Property Contributors' Warrants or by way of dividend in connection with the
Property Contributors' Shares, or upon a reorganization of Cotton Valley as
contemplated in paragraph 4 hereof, such additional securities shall forthwith
become subject to the provisions of this Agreement, and the Proxyholder shall
vote such securities in accordance herewith.
6. Transfer of Shares by Property Contributors: Notwithstanding any provisions
of this Agreement to the contrary, each Property Contributor may transfer any
shares held by it in the capital of Cotton Valley upon written notice to the
Proxyholders. Upon any transfer in accordance with this Agreement, the Power of
Attorney in respect of such Proxy Shares shall immediately be of no further
force or effect, except if such transfer is by a Property Contributor to a
related party or an affiliate, in which case the Power of Attorney shall
continue in full force and effect.
7. Term of Agreement: The term of this Agreement shall commence on the date
first written above and shall terminate and be of no further force and effect on
January 1, 2001 or such earlier date as determined by the Proxyholders in their
sole discretion.
8. Divisable Interest: Each of the Proxyholders holds a 50% undivided interest
in and to this Agreement. Either Proxyholder may, upon written notice to the
other Proxyholder and the Property Contributors convert his undivided interest
in this Agreement to a separate agreement with the Property Contributors
covering one-half of the Proxy Shares.
9. Enurement: Subject to paragraph 8 hereof, the terms and provisions of this
Agreement shall be binding upon and shall enure to the benefit of the
Proxyholders, the Property Contributors and their respective heirs, executors,
successors, assigns and legal representatives.
10. Further Assurances: The parties hereto covenant and agree to sign such other
papers, cause such meetings to be held, resolutions passed and by-laws enacted,
exercise their
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vote and influence, do and perform and cause to be done and performed such
further and other acts and things as may be necessary or desirable in order to
give full effect to this Agreement at every part hereof.
11. Notices: Any notice or other communication which may be or is required to be
given or made pursuant to this Agreement may be given in writing by personal
delivery, by registered mail, postage prepaid or by telecopier addressed as
follows:
(a) to the Proxyholders at:
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx X-0000
Xxxxxx, Xxxxx
00000, U.S.A.
Telecopier: (000) 000-0000
(b) to the Property Contributors at:
c/o Xxxxxxx X. Xxxxx, Attorney
0000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000, XXX
Telecopier: 000-000-0000
or at such other address as may be given by any of them to the other in writing
from time to time. Any notice or other communication given by mail as aforesaid
shall be deemed to have been received on the fourth (4th) day following the date
of mailing such notice or other communication. Any notice or other communication
delivered or sent by telecopier as aforesaid shall be deemed to have been
received on the date on which such notice or document was delivered or sent by
telecopier. If a notice or other communication shall have been mailed and if
regular mail service shall be interrupted by strike or other irregularity before
the deemed receipt of such notice as aforesaid, such notice shall, unless
earlier actually received, be deemed to have been received on the fourth (4th)
day following the resumption of normal mail service.
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12. Entire Agreement: This Agreement shall constitute the entire Agreement among
the parties hereto, and replaces all prior agreements among any of the parties
hereto, with respect to all of the matters herein contained. This agreement may
be signed in counterpart.
13. No Amendments: This Agreement shall not be amended except by a memorandum in
writing signed by each of the parties hereto.
IN WITNESS WHEREOF the parties hereto have duly executed this
Agreement effective as of the date first above written.
SIGNED, SEALED AND DELIVERED )
) --------------------------------
) Xxxxx X. Xxxxx
)
) -------------------------------
) Xxxxxx Xxxxxxx
)
WILTEX EASTERN RESOURCE PINNACLE REEF LIMITED
COMPANY PARTNERSHIP, By Hibernia
Management Company, General Partner
Per: Per:
SOUTH ALABAMA EXPLORATION HIBERNIA MANAGEMENT
LIMITED PARTNERSHIP, By Hibernia COMPANY
Management Company, General Partner
Per: Per:
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BROWNSTOWE PARTNERS LTD XXXXXXXXX FAMILY LIMITED
PARTNERSHIP BY Xxxx Xxxxxx
Management Company, General Partner
Per: Per:
XXXXXXX FAMILY LIMITED WILKERSTEAD THRUST COMPANY
PARTNERSHIP By Xxxxxxx Capital, Inc.,
General Partner
Per: Per:
XXXXX MANAGEMENT COMPANY
Per: ______________________________
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