SHAREHOLDERS VOTING SUPPORT AGREEMENT
This Agreement is made as of March 5,1997
BETWEEN:
SEVEN SEAS PETROLEUM INC.
(herein called the "Company")
OF THE FIRST PART
AND:
XXXXX VENTURES LTD.,
(herein called the "Shareholder")
OF THE SECOND PART
WHEREAS:
A. The Shareholder has agreed to enter into this Agreement to evidence certain
respective rights and obligations in respect of certain matters pertaining to
the voting and disposition of voting shares of the Company;
FOR VALUE RECEIVED, the parties agree as follows:
SECIION 1 - DEFINITONS
(a) "Board" means the board of directors of the Company;
(b) "Meeting" means a meeting of the shareholders of the Company duly
called in accordance with the terms of the BUSINESS CORPORATIONS ACT
(Yukon);
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(c) "Slate" means the slate of directors proposed by the Chief Executive
Officer of the Company for election to the Board.
SECTION 2 - INTERPRETATION
2.1 GENDER/NUMBERS. Words importing the singular number only shall include the
plural and vice versa, and words importing the use of any gender shall include
both genders.
2.2 HEADINGS. The article and section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.
2.3 PROPER LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the Province of British Columbia and the federal
laws of Canada applicable therein.
SECTION 3 - EXERCISE OF VOTING POWER
3.1 EXERCISE OF VOTING POWER. Until termination of this Agreement under section
5.1, at any Meeting called for the purpose of electing directors of the Company,
the Shareholder shall vote or cause to be voted all voting shares of the Company
owned or controlled by it on the date of such meeting in favour of the election
of the Slate.
3.2 NOMINATIONS. If, in connection with any Meeting called for the purpose of
electing directors of the Company, management of the Company fails to nominate a
Slate, the Shareholder shall be entitled to nominate and vote for individuals as
it so chooses.
SECTION 4 - SALES OF SHARES
4.1 RESTRICTED SALES. The Shareholder will, as a condition of a sale of any
shares of the Company held by it, require the purchaser to agree to be bound by
the terms of this
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Agreement provided that this condition will not apply to sales in the open
market made through the facilities of The Toronto Stock Exchange or any other
stock exchange or electronic trading facility on which the Company's shares are
listed or quoted for trading.
4.2 TAKE-OVER BIDS. If a take-over bid or other offer is made generally to
shareholders of the Company by an arm's length third party for all or a portion
of the common shares of the Company, the Shareholder will be free to tender to
such bid or offer any common shares owned by it and shall not be required. to
comply with the selling restrictions contained in section 4.1.
SECTION 5 - TERMINATION
5.1 TERMINATION. This Agreement shall terminate on July 19, 1998.
SECTION 6- MISCELLANEOUS
6.1 AMENDMENT. The provisions of this Agreement may not be amended, changed,
supplemented, waived or otherwise modified or terminated except by a written
instrument signed by all the parties hereto or their respective successors and
assigns.
6.2 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, all
covenants and agreements contained in this Agreement by or on behalf of any of
the parties hereto will bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed or not.
6.3 NO THIRD PARTY BENEFICIARIES. This Agreement is not intended to be for the
benefit of and shall not be enforceable by any person not a party hereto,
including, without limitation, any shareholders of the Company not parties
hereto.
6.4 SEVERABILITY. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision
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of this Agreement is held to be prohibited by or invalid under applicable law,
such provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.
6.5 COUNTERPARTS. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall constitute an original, but all of which taken
together shall constitute one and the same Agreement.
The parties have executed this Agreement as of the day and year first above
written.
SEVEN SEAS PETROLEUM INC.
per: /s/ SIGNATURE ILLEGIBLE
Authorized Signatory
XXXXX VENTURES INC.
per: /s/ SIGNATURE ILLEGIBLE
Authorized Signatory
