BRIGHAM EXPLORATION COMPANY Stockholders Voting Agreement

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Exhibit 10.52

XXXXXXX EXPLORATION COMPANY
Stockholders Voting Agreement

This STOCKHOLDERS VOTING AGREEMENT, dated December 20, 2002 (this "Agreement"), is made and entered into by and among Xxxxxxx Exploration Company, a Delaware corporation (the "Company"), the Credit Suisse First Boston entities listed on Schedule A hereto (the "CSFB Investors"), and the following stockholders of the Company (the "Stockholders"): Xxx X. and Xxxx X. Xxxxxxx, individual residents of Xxxxxx County, Texas, Xxxxxx X. Xxxxxx, a resident of Dallas County, Texas, General Atlantic Partners III, L.P., a Delaware limited partnership, GAP-Xxxxxxx Partners, L.P., a Delaware limited partnership, GAP Coinvestment Partners II, L.P., a Delaware limited partnership, Aspect Resources, LLC, a Colorado limited liability company, and the individual officers of the Company listed on Schedule I hereto.

W I T N E S S E T H:

WHEREAS, the Company and the CSFB Investors propose to enter into a Securities Purchase Agreement concurrently with the execution hereof (the "Purchase Agreement"), pursuant to which the Company will issue and sell to the CSFB Investors an aggregate of up to 500,000 shares of its Series B Preferred Stock and warrants (the "Warrants") to acquire 2,298,850 shares (the "Warrant Shares") of its common stock (the "Common Stock");

WHEREAS, the Warrants contain certain anti-dilution provisions which, under the Nasdaq Market Rules, may not be enforceable until approved by the company's stockholders;

WHEREAS, the Company has agreed to seek such approval at its annual stockholders' meeting to be held on or before May 31, 2003; and

WHEREAS, as a condition to the agreement of the CSFB Investors to enter into the Purchase Agreement, the Company and the Stockholders have agreed to enter into this Agreement to provide for certain agreements relating to approval of the terms of the Warrants thereof;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties to this Agreement hereby agree as follows:

1. Agreement to Vote Shares. Each Stockholder agrees that, at any special or annual meeting of stockholders of the Company, such Stockholder shall vote all shares of Common Stock registered in its, his or her name or beneficially owned by it, him or her as of the record date of the meeting at which the matter is considered (including without limitation any and all other capital stock of the Company legally or beneficially acquired by such Stockholder after the date hereof) to approve and ratify the Warrants and any future adjustments to the exercise price pursuant to the terms of the Warrants. Each Stockholder represents to the CSFB Investors that as of the date hereof such Stockholder owns the number of outstanding shares of Common Stock set forth opposite such Stockholder's name on the attached Schedule I.

2. Successors, Assigns and Transferees. The terms and provisions of this Agreement shall not bind, inure to the benefit of or be enforceable by or against the successors, assigns or transferees of each of the parties hereto. No party hereto may assign its rights under this Agreement.

3. Entire Agreement; Amendments. This Agreement, and such additional instruments as may be concurrently executed and delivered pursuant to this Agreement, constitutes the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings other than those expressly set forth herein or in

the documents delivered concurrently herewith. This Agreement may be amended only by a written instrument duly executed by all the parties hereto.

4. Headings. The section headings contained in this Agreement are for reference purposes only and shall not effect in any way the meaning or interpretation of this Agreement.

5. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given if so given) by hand delivery, facsimile or by mail (registered or certified, postage prepaid, return receipt requested) to the respective parties as follows:

If to Xxxxxxx:

Xxxxxxx Exploration Company
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxxxxx Xxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxx X. "Bud" Xxxxxxx
Fax No: (000) 000-0000

If to any of the CSFB Investors:

Global Energy Partners
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Fax: 000-000-0000
Attn: Xxxxxx X. Xxxxxxx

and

CSFB Private Equity
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: 000-000-0000
Attn: Xxx Xxxxx

with a copy to:

Gardere Xxxxx Xxxxxx LLP
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: X.X. Xxxxxxx III
Telefax: 000-000-0000

If to Xxx X. Xxxxxxx:

Xxx X. Xxxxxxx
Xxxxxxx Exploration Company
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxxxxx Xxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Fax No: (000) 000-0000

If to Xxxx X. Xxxxxxx:

Xxxx X. Xxxxxxx
Xxxxxxx Exploration Company
0000 Xxxxxx Xxxxx Xxxxxxx

Xxxxxxxx Xxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Fax No: (000) 000-0000

If to Xxxxxx X. Xxxxxx:

Xxxxxx X. Xxxxxx
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Fax No.: (000) 000-0000

If to General Atlantic Partners III, L.P.:

General Atlantic Partners III, L.P.
c/o General Atlantic Service Corporation
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxx
Fax No: (000) 000-0000

If to GAP-Xxxxxxx Partners, L.P.:

GAP-Xxxxxxx Partners, L.P.
c/o General Atlantic Service Corporation
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxx
Fax No: (000) 000-0000

If to GAP Coinvestment Partners II, L.P.:

GAP Coinvestment Partners II, L.P.
c/o General Atlantic Service Corporation
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxx
Fax No: (000) 000-0000

If to Aspect Resources, LLC:

Aspect Resources, LLC
000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Xx. Xxxx X. Xxxxxx
Fax No: (000) 000-0000

If to any of the officers of Xxxxxxx:

Xxxxxxx Exploration Company
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxxxxx Xxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: [name of officer]
Fax No: (000) 000-0000

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

6. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without reference to the conflict of laws principles thereof.

7. Waiver. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

8. Challenges to Agreement. In the event that any part of this Agreement or any transaction contemplated hereby is temporarily, preliminarily or permanently enjoined or restrained by court of competent jurisdiction, the parties hereto shall use their reasonable best efforts to cause any such injunction or restraining order to be vacated or dissolved or otherwise declared or determined to be of no further force or effect.

9. Specific Performance. Each of the Stockholders acknowledges and agrees that irreparable harm would occur if any provision of this Agreement were not performed in accordance with the terms thereof, or were otherwise breached, and that such harm could not be remedied by an award of damages. Accordingly, each of the Stockholders agrees that any non-breaching party shall be entitled to an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof.

10. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement.

* * * * *

IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties has executed or caused this Agreement to be executed on the date first above written.

		XXXXXXX EXPLORATION COMPANY
		By:/s/ XXX X. XXXXXXX
		Name: Xxx X. Xxxxxxx
		Title: CEO and President
		/s/ XXX X. XXXXXXX Xxx X. Xxxxxxx
		/s/ XXXX X. XXXXXXX Xxxx X. Xxxxxxx
		/s/ XXXXXX X. XXXXXX Xxxxxx X. Xxxxxx
		/s/ XXXXXX X. XXXXXXXX Xxxxxx X. Xxxxxxxx
		/s/ XXXXX X. XXXXXXX Xxxxx X. Xxxxxxx
		/s/ A. XXXXX XXXXXXXX A. Xxxxx Xxxxxxxx
		/s/ XXXXXXX X. XXXXXX Xxxxxxx X. Xxxxxx
		/s/ XXXXXXX XXXXX Xxxxxxx Xxxxx
		/s/ XXXXXX XXXXXX Xxxxxx Xxxxxx
		GENERAL ATLANTIC PARTNERS III, L.P. By GAP III Investors, Inc. Its General Partner
		By:
		/s/ XXXXXXX X. XXXXXXXX Name: Xxxxxxx X. Xxxxxxxx Title: President

		GAP-XXXXXXX PARTNERS, L.P.
		By:
		/s/ XXXXXXX X. XXXXXXXX Name: Xxxxxxx X. Xxxxxxxx Title: General Partner
		GAP COINVESTMENT PARTNERS II, L.P.
		By: /s/ XXXXXX X. XXXXXX
		Name: Xxxxxx X. Xxxxxx Title: General Partner
		ASPECT RESOURCES, LLC By Aspect Management Corporation Its Manager
		By: /s/ XXXXX XXXXXX
		Name: Xxxxx Xxxxxx Title: Manager

THE CSFB INVESTORS:
DLJ MERCHANT BANKING PARTNERS III, L.P.
By: DLJ MERCHANT BANKING III, INC., its Managing General Partner
	By:	/s/ XXXXXX XXXXX XXXXXX XXXXX Attorney-in-Fact
DLJ MERCHANT BANKING III, INC., AS ADVISORY GENERAL PARTNER ON BEHALF OF DLJ OFFSHORE PARTNERS III, C.V.
	By:	/s/ XXXXXX XXXXX XXXXXX XXXXX Attorney-in-Fact
DLJ MERCHANT BANKING III, INC., AS ADVISORY GENERAL PARTNER ON BEHALF OF DLJ OFFSHORE PARTNERS III-1, C.V. AND AS ATTORNEY-IN-FACT FOR DLJ MERCHANT BANKING III, L.P., AS ASSOCIATE GENERAL PARTNER OF DLJ OFFSHORE PARTNERS III-1, C.V.
	By:	/s/ XXXXXX XXXXX XXXXXX XXXXX Attorney-in-Fact

DLJ MERCHANT BANKING III, INC., AS ADVISORY GENERAL PARTNER ON BEHALF OF DLJ OFFSHORE PARTNERS III-2, C.V. AND AS ATTORNEY-IN-FACT FOR DLJ MERCHANT BANKING III, L.P., AS ASSOCIATE GENERAL PARTNER OF DLJ OFFSHORE PARTNERS III-2, C.V.
	By:	/s/ XXXXXX XXXXX XXXXXX XXXXX Attorney-in-Fact
DLJ MB PARTNERS III GmbH & CO. KG
By: DLJ MERCHANT BANKING III, L.P., its Managing Limited Partner
	By:	DLJ MERCHANT BANKING III, INC., its General Partner
	By:	/s/ XXXXXX XXXXX XXXXXX XXXXX Attorney-in-Fact
MILLENNIUM PARTNERS II, L.P.
By: DLJ MERCHANT BANKING III, INC., its Managing General Partner
	By:	/s/ XXXXXX XXXXX XXXXXX XXXXX Attorney-in-Fact
MBP III PLAN INVESTORS, L.P.
By: DLJ LBO PLANS MANAGEMENT CORPORATION, its Managing General Partner
	By:	/s/ XXXXXX XXXXX XXXXXX XXXXX Attorney-in-Fact

Schedule I

Stockholder		Number of Outstanding Shares of Common Stock
Xxx X. and Xxxx X. Xxxxxxx, collectively		3,671,774
Xxxxxx X. Xxxxxx		314,893
General Atlantic Partners III, L.P.		2,679,418
GAP-Xxxxxxx Partners, L.P.		127,725
GAP Coinvestment Partners II, L.P.		975,610
Aspect Resources, LLC		487,805
Xxxxxxx Officers: Xxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx		193,252 (in the aggregate)