STOCKHOLDER AGREEMENT
Exhibit 2.2
STOCKHOLDER AGREEMENT (this “Agreement”) dated as of April 30, 2008, by and among
Stone Energy Corporation, a Delaware corporation (“Parent”), and Xxxxxxxx Resources, Inc.
(the “Stockholder”).
WHEREAS, the Stockholder desires that Bois d’Arc Energy, Inc., a Nevada corporation (the
“Company”), Parent and Stone Energy Offshore, L.L.C., a Delaware limited liability company
and a wholly owned subsidiary of Parent (“Merger Sub”), enter into an Agreement and Plan of
Merger dated the date hereof (the “Merger Agreement”; undefined capitalized terms herein
are defined in the Merger Agreement) providing for the merger of the Company with and into Merger
Sub, with Merger Sub continuing as the surviving limited liability company, upon the terms and
subject to the conditions set forth in the Merger Agreement (the “Merger”); and
WHEREAS, the Stockholder is executing this Agreement as an inducement to Parent and Merger Sub
to enter into and execute the Merger Agreement.
NOW, THEREFORE, in consideration of the execution and delivery by Parent of the Merger
Agreement and the mutual covenants, conditions and agreements contained herein and therein, the
parties agree as follows:
1. Representations and Warranties.
(a) The Stockholder represents and warrants to Parent as follows:
(i) The Stockholder is the record or beneficial owner of that number of shares of
capital stock of the Company set forth opposite the Stockholder’s name on Schedule A
(such shares, whether owned by the Stockholder or a permitted transferee pursuant to
Section 5(a), together with any shares of capital stock of the Company issuable upon
the exercise of options, warrants or other rights (whether or not contingent) held by the
Stockholder as set forth on Schedule A, referred to herein as the “Subject
Shares”). The Subject Shares constitute the only shares, with respect to which the
Stockholder is the record or beneficial owner, of capital stock of the Company or options,
warrants or other rights (whether or not contingent) to acquire such shares of capital stock
of the Company that are or may be entitled to vote on the Merger or the Merger Agreement at
any meeting of the Company’s stockholders called to vote upon the Merger or the Merger
Agreement. The Stockholder has the sole right to vote and Transfer (as defined herein) the
Subject Shares set forth opposite its name on Schedule A, and none of such Subject
Shares is subject to any voting trust or other agreement, arrangement or restriction with
respect to the voting or the Transfer of the Subject Shares, except (A) as provided by this
Agreement (it being understood that any pledge of the Pledged Shares (as defined below)
shall not be a breach of this representation) and (B) those arising under applicable
securities laws. The Stockholder has all requisite power and authority to enter into this
Agreement and to perform its obligations hereunder. The Stockholder is duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization.
The execution and delivery of this Agreement by the Stockholder and the performance by the
Stockholder of its obligations hereunder have been duly authorized by all necessary
action
on the part of the Stockholder. This Agreement has been duly executed and delivered by, and
(assuming due authorization, execution and delivery by Parent) constitutes a valid and
binding agreement of, the Stockholder, enforceable against the Stockholder in accordance
with its terms, except as such enforcement may be subject to or limited by (i) bankruptcy,
insolvency, reorganization, moratorium or other Laws, now or hereafter in effect, affecting
creditors’ rights generally and (ii) the effect of general principles of equity (regardless
of whether enforceability is considered in a proceeding at law or in equity) (collectively,
the “Enforceability Exceptions”).
(ii) Neither the execution and delivery of this Agreement nor the performance by the
Stockholder of its obligations hereunder will result in a violation of, or a default under,
or conflict with, (A) any provision of its certificate of incorporation, bylaws, partnership
agreement, limited liability company agreement or similar organizational documents, as
applicable, or (B) any contract, trust, commitment, agreement, understanding, arrangement or
restriction of any kind to which the Stockholder is a party or bound or to which the Subject
Shares are subject, except, in the case of clause (B), as would not prevent, delay or
otherwise materially impair the Stockholder’s ability to perform its obligations hereunder.
Execution, delivery and performance of this Agreement by the Stockholder will not violate,
or require any consent, approval or notice under, any provision of any judgment, order,
decree, statute, law, rule or regulation applicable to the Stockholder or the Subject
Shares, except (x) for any reports under Sections 13(d) and 16 of the Exchange Act as may be
required in connection with this Agreement and the transactions contemplated hereby or (y)
as would not reasonably be expected to prevent, delay or otherwise materially impair the
Stockholder’s ability to perform its obligations hereunder.
(iii) The Subject Shares are held by the Stockholder, or by a nominee or custodian for
the benefit of the Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any other
encumbrances whatsoever, except for (A) any such encumbrances arising hereunder, or (B) any
such encumbrances arising pursuant to the pledge of any Subject Shares by the Stockholder to
a financial institution or a brokerage firm (the “Pledged Shares”); provided,
however, that the Stockholder represents that any such arrangement regarding such Pledged
Shares shall not prevent, delay or otherwise materially impair the Stockholder’s ability to
execute and deliver this Agreement or perform its obligations hereunder.
(iv) No broker, investment banker, financial advisor or other person is entitled to any
broker’s, finder’s, financial advisor’s or other similar fee or commission based upon
arrangements made by or on behalf of the Stockholder in connection with its entering into
this Agreement.
(v) The Stockholder understands and acknowledges that Parent is entering into the
Merger Agreement in reliance upon the Stockholder’s execution and delivery of this
Agreement.
2
(b) Parent represents and warrants to the Stockholder that the execution and delivery of this
Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have
been duly authorized by all necessary action on the part of Parent.
2. Voting Agreements. During the Term (as defined below), at any meeting of stockholders of
the Company or at any adjournment thereof or in any other circumstances upon which a vote, consent
or other approval (including by written consent) is sought therefor, the Stockholder shall,
including by executing a written consent solicitation if requested by Parent, vote (or cause to be
voted) the Subject Shares: (a) in favor of the Merger, the approval and adoption by the Company of
the Merger Agreement and the terms thereof and each of the other transactions contemplated thereby
and (b) against any transaction, agreement, matter or any Acquisition Proposal that would impede,
interfere with, delay, postpone or attempt to discourage the Merger and the Merger Agreement.
3. Irrevocable Proxy. The Stockholder hereby appoints Parent as its proxy during the Term to
vote all of the Stockholder’s Subject Shares at any meeting of stockholders of the Company
(including any adjournments and postponements thereof) on the matters described in Section
2. This proxy is coupled with an interest and is irrevocable until the end of the Term;
provided that the Stockholder may grant revocable proxies voting its shares in accordance with
Section 2.
4. Revocation of Other Proxies. To the extent inconsistent with the other provisions of this
Agreement or the Merger Agreement, the Stockholder hereby revokes any and all previous proxies with
respect to its Subject Shares.
5. Other Covenants. The Stockholder agrees with, and covenants to, Parent as follows:
(a) During the Term, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise
dispose of (including by gift) (collectively, “Transfer”), or consent to any Transfer of,
any Subject Shares or any interest therein, except pursuant to the Merger, (ii) enter into any
contract, option or other agreement with respect to any Transfer of any or all of the Subject
Shares or any interest therein, (iii) except as expressly permitted by this Agreement, grant any
proxy, power-of-attorney or other authorization in or with respect to the Subject Shares or (iv)
deposit the Subject Shares into a voting trust or enter into a voting agreement or voting
arrangement with respect to the Subject Shares; provided, that the Stockholder may Transfer any of
the Subject Shares to any Person if the transferee of such Subject Shares evidences in a writing
reasonably satisfactory to Parent such transferee’s agreement to the terms hereof, including the
voting obligations with respect to such Subject Shares set forth in Section 2; provided,
further, that a pledge of Pledged Shares made in accordance with Section 1(a) shall not be
deemed to be a violation of the restrictions in this Section 5(a).
(b) During the Term, the Stockholder shall not, and shall not authorize or permit any of its
representatives to, directly or indirectly (i) in any manner acquire, agree to acquire or make any
proposal to acquire any securities or property of the Company, any of the Company’s Subsidiaries,
Parent or any of Parent’s Subsidiaries or (ii) propose to enter into, directly or indirectly, any
merger, consolidation, recapitalization, business combination, partnership, joint
3
venture or other
similar transaction involving the Company, any of the Company’s Subsidiaries, Parent or any of
Parent’s Subsidiaries, including making any Acquisition Proposal for the Stockholder’s own account
or benefit. In addition, in the event that during the Term the Stockholder receives (A) an
Acquisition Proposal with respect to the Company or (B) a request for information from a Person
that has made, or the Stockholder reasonably believes may be contemplating, an Acquisition Proposal
with respect to the Company, as promptly as practicable after the receipt thereof (and in no event
more than 24 hours after the receipt thereof), the Stockholder shall and shall cause its
representatives to advise Parent in writing of the receipt of such Acquisition Proposal or request
for information and provide to Parent all materials received by and all information provided by the
Stockholder in connection therewith and shall take all such other actions as would be required by
Section 5.3(b) of the Merger Agreement. The Stockholder hereby acknowledges and agrees that all
restrictions and obligations applicable to the Company under Section 5.3 of the Merger Agreement
shall also be applicable to the Stockholder; provided, however, that nothing contained in this
Section 5(b) shall prevent the Stockholder or any person affiliated with the Stockholder
who is a director of the Company or designated by the Stockholder as a director of the Company,
when acting in his capacity as a director of the Company, from exercising his fiduciary duties as a
director of the Company including, without limitation, taking any actions permitted under
Section 5.3 of the Merger Agreement.
(c) During the Term, the Stockholder shall cooperate with the parties to the Merger Agreement
in connection with the matters described in Sections 5.5 and 5.6 of the Merger Agreement, and the
Stockholder shall use its commercially reasonable efforts to provide all necessary information and
take all necessary actions in connection therewith.
(d) Without the prior written consent of Parent, for a period of one year following the
Closing Date (the “Lock-Up Period”), the Stockholder shall not Transfer, directly or
indirectly, any securities of Parent in any transaction or series of related transactions, except
for Transfers pursuant to Section 6(c) and Transfers resulting in a bona fide pledge of any
voting securities of Parent to a financial institution or a brokerage firm; provided, however, that
such pledge shall not materially prevent, delay or otherwise impair the Stockholder’s ability to
perform its obligations under this Agreement. In addition, following the Closing Date, until the
earlier of (i) three years following the Closing Date and (ii) such time as the Stockholder
beneficially owns less than 5% of the outstanding voting securities of Parent, without the prior
written consent of Parent, the Stockholder shall not Transfer, directly or indirectly, any
securities of Parent in any transaction or series of related transactions except in a Transfer (A)
that the Stockholder reasonably believes would not result in the transferee holding 5% or more of
the outstanding voting securities of Parent; provided, that the Stockholder may rely solely on
reports filed with respect to any securities of Parent with the SEC under Sections 13(d) or 13(g)
of the Exchange Act in establishing such reasonable belief, (B) that the Stockholder reasonably
believes would not result in the transferee holding 10% or more of the outstanding voting
securities of Parent and that such transferee is acquiring such securities in the ordinary course
of business and not with the purpose nor with the effect of changing or influencing the control of
Parent, nor in connection with or as a participant in any transaction having such purpose or
effect; provided, that the Stockholder may rely solely on reports filed with respect to any
securities of Parent with the SEC under Sections 13(d) or 13(g) of the Exchange Act in establishing
such reasonable belief, (C) in connection with a business combination approved by the board of
directors of
4
Parent and/or by the securityholders of Parent, (D) pursuant to a tender or exchange
offer for voting securities of Parent by any Person other than the Stockholder or any of its
affiliates or any group including the Stockholder or any of its affiliates that is not opposed by
the board of directors of Parent, (E) resulting in a bona fide pledge of any voting securities of
Parent to a financial institution or a brokerage firm; provided, however, that such pledge shall
not materially prevent, delay or otherwise impair the Stockholder’s ability to perform its
obligations under this Agreement, or (F) upon the liquidation or dissolution of Parent or other
Transfer that is effected by operation of law.
(e) Without the prior written consent of Parent, until the earlier of (i) three years
following the Closing Date and (ii) such time as the Stockholder beneficially owns less than 5% of
the outstanding voting securities of Parent, the Stockholder shall not (A) in any manner acquire,
agree to acquire or make any proposal to acquire, directly or indirectly, any securities or
property of Parent or any of its affiliates other than pursuant to a dividend or distribution by
Parent or an offering initiated by Parent to all of its stockholders, (B) propose to enter into,
directly or indirectly, any merger, consolidation, recapitalization, business combination,
partnership, joint venture or other similar transaction involving Parent or any of its affiliates,
(C) make, or in any way participate in any “solicitation” of “proxies” (as such terms are used in
the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence
any person with respect to the voting of any voting securities of Parent or any of its affiliates,
(D) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of
the Exchange Act) with respect to any voting securities of Parent or any of its affiliates, (E)
otherwise act, alone or in concert with others, to seek to control or influence the management,
board of directors or policies of Parent, (F) disclose any intention, plan or arrangement
inconsistent with the foregoing, or (G) advise, assist or encourage any other persons in connection
with any of the foregoing.
6. Registration Rights. (a) Parent shall prepare and file one or more registration
statements under the Securities Act, including as permitted by Rule 415 under the Securities Act
(or any similar provision then in force) (the “Registration Statement”) with respect to all
of the shares of Parent Common Stock received by the Stockholder in connection with the Merger
pursuant to the terms of the Merger Agreement, including any dividends, splits or adjustments
thereto (such shares, to the extent then held by the Stockholder, the “Registrable
Securities”), to permit the resale of all of the Registrable Securities from time to time,
subject to the provisions of Section 6(b); provided that Parent shall not be obligated to
prepare and file such Registration Statement if, at such time, the Registrable Securities can be
disposed of pursuant to Rule 144(b)(i) (or any similar provision then in force) under the
Securities Act. For the avoidance of doubt, the Stockholder shall be able to specify the plan of
distribution under the Registration Statement. A Registration Statement filed pursuant to this
Section 6 shall be on such appropriate registration form of the SEC as shall be selected by Parent.
Parent will use its commercially reasonable efforts to cause the Registration Statement filed
pursuant to this Section 6 to become effective as of the expiration of the Lock-Up Period
and to be continuously effective thereafter under the Securities Act until the earlier of (i) the
time that all Registrable Securities have been sold or disposed of pursuant to the Registration
Statement or otherwise in accordance with the terms of this Agreement, (ii) such Registrable
Securities can be disposed of pursuant to Rule 144(b)(i) (or any similar provision then in force)
under the Securities Act, or (iii) the date that is three years following the Closing Date (such
period ending on such earlier date, the
5
“Effectiveness Period”). In addition, Parent will
use its commercially reasonable efforts to register or qualify the Registrable Securities under
such other securities or blue sky laws of such jurisdictions as the Stockholder reasonably requests
and do any and all other acts and things that may be reasonably necessary or advisable in
connection with the disposition of the Registrable Securities owned by Stockholder.
(b) If the Stockholder proposes to resell some or all of the Registrable Securities pursuant
to the Registration Statement, the Stockholder shall provide to Parent notice of such proposed sale
(a “Sale Notice”) no later than three Business Days prior to the expected sale date.
Notwithstanding anything to the contrary contained herein, Parent may, upon written notice to the
Stockholder within 2 Business Days after receipt of such Sale Notice, suspend the Stockholder’s use
of any prospectus which is a part of the Registration Statement if (i) Parent is pursuing an
acquisition, merger, reorganization, disposition or other similar transaction and Parent determines
in good faith that its ability to pursue or consummate such a transaction would be materially
adversely affected by any required disclosure of such transaction in the Registration Statement or
(ii) Parent has experienced some other material non-public event the disclosure of which at such
time, in the good faith judgment of Parent, would materially adversely affect Parent; provided,
however, in no event shall the Stockholder be suspended for a period that exceeds an aggregate of
90 days in any 365-day period; provided further, that the Effectiveness Period shall be extended by
the number of Business Days during which the Stockholder’s use of any such prospectus is suspended
pursuant to this Section 6(b). Upon disclosure of such information or the termination of
the condition described above, Parent shall provide prompt notice to the Stockholder, promptly
terminate any suspension of sales it has put into effect and take such other actions to permit
registered sales of Registrable Securities as contemplated in this Agreement.
(c) During the Lock-Up Period, if Parent proposes to file a prospectus supplement to an
effective shelf registration statement, other than the Registration Statement contemplated by
Section 6(a), or Parent proposes to file a registration statement, in either case, for the
sale of shares of Parent Common Stock in an offering in which shares of Parent Common Stock are
sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that
is a “bought deal” with one or more investment banks (an “Underwritten Offering”) for its
own account and/or another Person, then as soon as practicable but not less than three Business
Days prior to the filing of (i) any preliminary prospectus supplement relating to such Underwritten
Offering pursuant to Rule 424(b) under the Securities Act, (ii) the prospectus supplement relating
to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary
prospectus supplement is used), or (iii) such registration statement, as the case may be, then
Parent shall give notice (including, but not limited to, notification by electronic mail) of such
proposed Underwritten Offering to the Stockholder and such notice shall offer the Stockholder the
opportunity to include in such Underwritten Offering such number of Registrable Securities (the
“Included Registrable Securities”) as the Stockholder may request in writing; provided,
however, that if Parent has been advised by the book-running lead manager of such Underwritten
Offering (the “Managing Underwriter”) that the inclusion of Registrable Securities for sale
for the benefit of the Stockholder will have a material adverse effect on the price, timing or
distribution of the shares of Parent Common Stock in the Underwritten Offering, then the amount of
Registrable Securities to be offered for the accounts of the Stockholder shall be determined based
on the provisions of Section 6(d) below; provided, further, that Parent shall
6
not be
obligated to include any Registrable Securities in any Underwritten Offering unless the Stockholder
requests inclusion of at least $25 million of Registrable Securities (or such lesser amount as may
be determined by the Managing Underwriter) in such Underwritten Offering. The notice required to
be provided in this Section 6(c) to the Stockholder shall be provided on a Business Day
pursuant to Section 11 hereof and receipt of such notice shall be confirmed by the
Stockholder. The Stockholder shall then have three Business Days after receiving such notice to
request inclusion of Registrable Securities in the Underwritten Offering, except that the
Stockholder shall have one Business Day after it confirms receipt of the notice to request
inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or
“overnight transaction” where no preliminary prospectus is used. If no request for inclusion from
the Stockholder is received within the specified time, the Stockholder shall have no further right
to participate in such Underwritten Offering. If, at any time after giving written notice of its
intention to undertake an Underwritten Offering and prior to the closing of such Underwritten
Offering, Parent shall determine for any reason not to undertake or to delay such Underwritten
Offering, Parent may, at its election, give written notice of such determination to the Stockholder
and, (A) in the case of a determination not to undertake such Underwritten Offering, shall be
relieved of its obligation to sell any Included Registrable Securities in connection with such
terminated Underwritten Offering, and (B) in the case of a determination to delay such Underwritten
Offering, shall be permitted to delay offering any Included Registrable Securities for the same
period as the delay in the Underwritten Offering. The Stockholder shall have the right to withdraw
its request for inclusion of its Registrable Securities in such offering by giving written notice
to Parent of such withdrawal up to and including the time of pricing of such offering.
Notwithstanding the foregoing, the Stockholder may deliver written notice to Parent requesting that
the Stockholder not receive notice from Parent of any proposed Underwritten Offering; provided that
the Stockholder may later revoke any such notice.
(d) If the Managing Underwriter of any proposed Underwritten Offering of shares of Parent
Common Stock included in an Underwritten Offering involving Included Registrable Securities advises
Parent that the total amount of shares of Parent Common Stock that the Stockholder and any other
Persons intend to include in such offering exceeds the number that can be sold in such offering
without being likely to have a material adverse effect on the price, timing or distribution of the
shares of Parent Common Stock offered or the market for the shares of Parent Common Stock, then the
shares of Parent Common Stock to be included in such Underwritten Offering shall include the number
of Registrable Securities that such Managing Underwriter advises Parent can be sold without having
such adverse effect, with such number to be allocated (i) first, to Parent, (ii) second, to any
Person who has exercised a demand registration right, and (iii) third, pro rata among the
Stockholder and any other Persons who have been or are granted registration rights who have
requested participation in the Underwritten Offering.
(e) Following an Underwritten Offering during the Lock-Up Period and during the Effectiveness
Period, the Stockholder agrees not to effect any public sale or distribution of the Registrable
Securities during the 90-day period following pricing of an Underwritten Offering of equity
securities by Parent (except as provided in this Section 6(e)); provided, however, that the
duration of the foregoing restrictions shall be no longer than the duration of the shortest
restriction imposed by the underwriters on the officers or directors or any other securityholder of
Parent on whom a restriction is imposed in connection with such public offering. The provisions
7
of
this Section 6(e) shall not apply if the Stockholder owns less than 5% of the outstanding
voting securities of Parent.
7. Certain Events. This Agreement and the obligations hereunder shall attach to the
Stockholder’s Subject Shares and shall be binding upon any Person to which legal or beneficial
ownership of such Subject Shares shall pass, whether by operation of law or otherwise. In the
event of any stock split, stock dividend, merger, reorganization, recapitalization or other change
in the capital structure of the Company affecting the Subject Shares, the number of Subject Shares
listed on Schedule A beside the name of the Stockholder shall be adjusted appropriately and
this Agreement and the obligations hereunder shall attach to any such additional Subject Shares.
8. Stockholder Capacity. No Stockholder or affiliate of the Stockholder who is or becomes
during the Term a director of the Company makes any agreement or understanding herein in his or her
capacity as such director. The Stockholder signs solely in its capacity as the record or
beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of,
the Stockholder’s Subject Shares.
9. Further Assurances. The Stockholder shall, upon request and at the expense of Parent,
execute and deliver any additional documents and take such further actions as may reasonably be
deemed by Parent to be necessary or desirable to carry out the provisions hereof.
10. Termination. This Agreement, and all rights and obligations of the parties hereunder,
shall terminate upon (and shall only be effective from the date hereof until) the first to occur of
(a) the Effective Time; provided, that Section 5(d), Section 5(e), Section
6, Section 7, Section 10 and Section 11 shall survive any termination
of this Agreement pursuant to this clause (a); and (b) the date upon which the Merger Agreement is
terminated in accordance with its terms; provided, that Section 7, Section 10 and
Section 11 shall survive any termination of this Agreement pursuant to this clause (b);
provided, further, that termination of this Agreement pursuant to clause (a) or (b) above shall not
relieve any party hereto from liability for any willful and knowing breach hereof prior to such
termination. The period from the date hereof until termination of this Agreement pursuant to this
Section 10 is referred to herein as the “Term.”
11. Miscellaneous.
(a) All notices, requests, claims, demands and other communications under this Agreement shall
be in writing and shall be deemed given if delivered personally or sent by overnight courier
(providing proof of delivery) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice): (i) if to Parent, to the appropriate address set
forth in Section 8.4 of the Merger Agreement; and (ii) if to a Stockholder, to the appropriate
address set forth on Schedule A.
(b) Each party submits to the jurisdiction of any state or federal court sitting in the State
of Delaware in any dispute or action arising out of or relating to this Agreement and agrees that
all claims in respect of such dispute or action may be heard and determined in any such court.
Each party also agrees not to bring any dispute or action arising out of or relating to this
Agreement in any other court. Each party agrees that a final judgment in any dispute or action so
8
brought will be conclusive and may be enforced by action on the judgment or in any other manner
provided at law (common, statutory or other) or in equity. Each party waives any defense of
inconvenient forum to the maintenance of any dispute or action so brought and waives any bond,
surety, or other security that might be required of any other party with respect thereto.
(c) The headings contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
(d) This Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective as to the Stockholder when one or
more counterparts have been signed by each of Parent and the Stockholder and delivered to Parent
and the Stockholder.
(e) This Agreement (including the documents and instruments referred to herein) constitutes
the entire agreement, and supersedes all prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter hereof, and this Agreement is not
intended to confer upon any other person (other than Parent) any rights or remedies hereunder.
(f) This Agreement shall be governed by, and construed in accordance with, the Laws of the
State of Delaware, without giving effect to the principles of conflicts of law thereof, except as
otherwise required by mandatory provisions of the Laws of the State of Nevada.
(g) Neither this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by any of the
parties without the prior written consent of the other parties, except by laws of descent. Any
assignment in violation of the foregoing shall be void.
(h) As between the Stockholder and Parent, each of such parties agrees that irreparable damage
to the other, non-breaching party would occur and that such non-breaching party would not have any
adequate remedy at law in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
the non-breaching party shall be entitled to an injunction or injunctions to prevent breaches by
the other party of this Agreement and to enforce specifically the terms and provisions of this
Agreement, this being in addition to any other remedy to which it may be entitled at law or in
equity.
(i) If any term, provision, covenant or restriction herein, or the application thereof to any
circumstance, shall, to any extent, be held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions herein
and the application thereof to any other circumstances shall remain in full force and effect, shall
not in any way be affected, impaired or invalidated, and shall be enforced to the fullest extent
permitted by law.
(j) No amendment, modification or waiver in respect of this Agreement shall be effective
against any party unless it shall be in writing and signed by such party.
[SIGNATURE PAGE FOLLOWS]
9
IN WITNESS WHEREOF, Parent and the Stockholder have caused this Agreement to be duly
executed and delivered as of the date first written above.
| STONE ENERGY CORPORATION |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | President and Chief Executive Officer | |||
| XXXXXXXX RESOURCES, INC. |
||||
| By: | /s/ M. Xxx Xxxxxxx | |||
| Name: | M. Xxx Xxxxxxx | |||
| Title: | Chairman and Chief Executive Officer | |||
[Signature Page to Stockholder Agreement]
SCHEDULE A
| Stockholder Name and Address | Company Common Stock | Other Securities | ||||
Xxxxxxxx Resources, Inc.
|
32,224,661 | None | ||||
0000 Xxxx xxx Xxxxxxx Xxxx. |
||||||
Xxxxx 000 |
||||||
Xxxxxx, XX 00000 |
||||||
A-1
