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STOCKHOLDER VOTING AGREEMENT
THIS STOCKHOLDER VOTING AGREEMENT (the "Voting Agreement") is made and
entered into as of September 8, 1997 by and between Titan Exploration, Inc., a
Delaware corporation ("Titan"), and the undersigned officer, director or
affiliate ("Stockholder") of Offshore Energy Development Corporation, Delaware
corporation ("OEDC").
WITNESSETH:
WHEREAS, concurrently with the execution of this Voting Agreement,
Titan, Titan Offshore, Inc, a Delaware corporation and a wholly-owned
subsidiary of Titan ("Sub"), and OEDC have entered into that certain Agreement
and Plan of Merger, dated as of September 8, 1997 (the "Merger Agreement"),
which provides for the merger of Sub with and into OEDC (the "Merger"),
pursuant to which OEDC will become a wholly-owned subsidiary of Titan; and
WHEREAS, Stockholder is the record holder and beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) of the number of shares of the outstanding capital stock
of OEDC indicated on the signature page of this Voting Agreement (the
"Shares"); and
WHEREAS, in consideration of and to induce the execution and delivery
of the Merger Agreement by Titan, Stockholder is willing to agree not to
transfer or otherwise dispose of any of the Shares, or any other shares of
capital stock of OEDC acquired hereafter and prior to the Expiration Date (as
defined in Section 1 below), except as specifically permitted hereby, and to
vote the Shares and any other such shares of capital stock of OEDC so as to
facilitate the consummation of the Merger, as more fully described below;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. NO TRANSFER OR ENCUMBRANCE OF SHARES. Stockholder agrees not to
transfer, sell, exchange, pledge or offer to transfer or sell or otherwise
dispose of or encumber any of the Shares or any New Shares (as defined below),
or to make any offer or agreement relating thereto at any time prior to the
Expiration Date (as defined below). The foregoing restrictions shall not
prohibit a transfer of Shares or New Shares to a trust for the benefit of
Stockholder or to a limited partner of Stockholder or a transfer of Shares or
New Shares upon the death of Stockholder; provided, however, that any
transferee with respect to such transfer shall agree to be bound by the terms
and conditions of this Voting Agreement. As used herein, the term "Expiration
Date" shall mean the earliest to occur of (i) the date on which Titan and OEDC
mutually consent to terminate this Agreement in writing, (ii) consummation of
the transactions contemplated by the Merger Agreement, or (iii) prior to the
consummation of the transactions contemplated by the Merger Agreement, the
termination of the Merger Agreement pursuant to its terms. Stockholder agrees
that any shares of capital stock of OEDC that Stockholder purchases or with
respect to which Stockholder otherwise acquires
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beneficial ownership after the execution of this Voting Agreement and prior to
the Expiration Date ("New Shares") shall be subject to the terms and conditions
of this Voting Agreement to the same extent as if such shares were owned as of
the date hereof.
2. AGREEMENT TO VOTE SHARES. At every meeting of the OEDC stockholders
prior to the Expiration Date called with respect to any of the following, and
at any adjournment thereof, and with respect to every action or approval by
written consent of OEDC stockholders prior to the Expiration Date solicited
with respect to any of the following, Stockholder shall vote the Shares and any
New Shares: (i) in favor of approval of the Merger Agreement and the Merger and
any proposal or action which would, or could reasonably be expected to,
facilitate the Merger, (ii) against approval of any proposal made in opposition
to or competition with consummation of the Merger and the Merger Agreement,
(iii) against any merger or consolidation of OEDC with, sale of assets or stock
of OEDC to, or reorganization or recapitalization involving OEDC with, any
party other than as contemplated or permitted by the Merger Agreement, (iv)
against any liquidation or winding up of OEDC, and (v) against any other
proposal or action which would, or could reasonably be expected to, prohibit or
discourage the Merger: This Voting Agreement is intended to bind Stockholder
only with respect to the specific matters set forth herein, and shall not
prohibit Stockholder from acting in accordance with his fiduciary duties as an
officer, director or affiliate of OEDC.
3. IRREVOCABLE PROXY. Concurrently with the execution of this Voting
Agreement, Stockholder agrees to deliver to Titan a proxy in the form attached
hereto as ANNEX A (the "Proxy"), which shall be irrevocable to the extent
provided therein; provided, however, that the Proxy shall be revoked upon
termination of this Voting Agreement in accordance with its terms.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF STOCKHOLDER.
Stockholder hereby represents, warrants and covenants to Titan as follows:
4.1. OWNERSHIP OF SHARES. Stockholder (i) is the holder of
record and beneficial owner of the Shares and will be the holder of
record and beneficial owner of all New Shares, if any, which at the
date hereof and at all times until the Expiration Date will be free
and clear of any liens, claims, options, charges or other encumbrances
that would interfere with the voting of the Shares or the granting of
any proxy with respect thereto, (ii) does not beneficially own any
shares of capital stock of OEDC other than the Shares (except to the
extent that Stockholder currently disclaims beneficial ownership in
accordance with applicable law) and (iii) has full power and authority
to make, enter into, deliver and carry out the terms of this Voting
Agreement and the Proxy.
4.2. NO VOTING TRUSTS AND AGREEMENTS. Between the date of
this Agreement and the Expiration Date, Stockholder will not, and will
not permit any entity under Stockholder's control to, deposit any
shares of OEDC capital stock held by Stockholder or such entity in a
voting trust or subject any shares of OEDC capital stock held by such
Stockholder or such entity to any arrangement or agreement with
respect
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to the voting of such shares of capital stock, other than agreements
entered into with Titan.
4.3. VALIDITY; NO CONFLICT. This Voting Agreement constitutes
the legal, valid and binding obligation of Stockholder. Neither the
execution of this Voting Agreement by Stockholder nor the consummation
of the transactions contemplated herein will violate or result in a
breach of (i) any provision of any trust, charter, partnership
agreement or other charter document applicable to Stockholder, (ii)
any agreement to which Stockholder is a party or by which Stockholder
is bound, (iii) any decree, judgment or order to which Stockholder is
subject, or (iv) any law or regulation now in effect applicable to
Stockholder.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF Titan. Titan
represents, warrants and covenants to Stockholder as follows:
5.1. DUE AUTHORIZATION. This Voting Agreement has been
authorized by all necessary corporate action on the part of Titan and
has been duly executed by a duly authorized officer of Titan.
5.2. VALIDITY; NO CONFLICT. This Voting Agreement constitutes
the legal, valid and binding obligation of Titan. Neither the
execution of this Voting Agreement by Titan nor the consummation of
the transactions contemplated herein will violate or result in a
breach of (i) any agreement to which Titan is a party or by which
Titan is bound, (ii) any decree, judgment or order to which Titan is
subject, or (iii) any law or regulation now in effect applicable to
Titan.
6. ADDITIONAL DOCUMENTS. Stockholder and Titan hereby covenant and
agree to execute and deliver any additional documents necessary or desirable,
in the reasonable opinion of Titan's legal counsel or Stockholder, as the case
may be, to carry out the intent of this Voting Agreement.
7. CONSENT AND WAIVER. Stockholder hereby gives any consent or waiver
reasonably required for the consummation of the Merger under the terms of any
agreement to which Stockholder is a party.
8. TERMINATION. Notwithstanding any other provision contained herein,
this Voting Agreement and the Proxy, and all obligations of Stockholder
hereunder and thereunder, shall terminate as of the Expiration Date.
9. MISCELLANEOUS.
9.1. SEVERABILITY. If any term, provision, covenant or
restriction of this Voting Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this
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Voting Agreement shall remain in full force and effect and shall in no
way be affected, impaired or invalidated.
9.2. BINDING EFFECT AND ASSIGNMENT. This Voting Agreement and
all of the provisions hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns, but, except as otherwise specifically provided
herein, neither this Voting Agreement nor any of the rights, interests
or obligations of the parties hereto may be assigned by either of the
parties hereto without the prior written consent of the other, and any
attempted assignment thereof without such consent shall be null and
void.
9.3. AMENDMENTS AND MODIFICATIONS. This Voting Agreement may
not be modified, amended, altered or supplemented except upon the
execution and delivery of a written agreement executed by the parties
hereto.
9.4. SPECIFIC PERFORMANCE: INJUNCTIVE RELIEF. The parties
hereto acknowledge that Titan will be irreparably harmed by a breach
of any of the covenants or agreements of Stockholder set forth herein
and that there will be no adequate remedy at law for such a breach.
Therefore, it is agreed that, in addition to any other remedies which
may be available to Titan upon such breach, Titan shall have the right
to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to it at law or in
equity.
9.5. NOTICES. All notices, requests, claims, demands and
other communications hereunder shall be in writing and sufficient if
delivered in person, by commercial overnight courier service, by
confirmed telecopy, or sent by mail (registered or certified mail,
postage prepaid, return receipt requested) to the respective parties
as follows:
If to Titan: Titan Exploration, Inc.
000 Xxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxxxxx
If to Stockholder: To the address for notice set forth on
the last page hereof.
With a copy to: Offshore Energy Development Corporation
0000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of change
of address shall only be effective upon receipt.
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9.6. GOVERNING LAW. This Voting Agreement shall be governed
by, construed and enforced in accordance with the laws of the State of
Delaware, without giving effect to principles of conflicts of law.
Each party hereto irrevocably and unconditionally consents and submits
to the jurisdiction of the courts of the State of Delaware and of the
United States of America located in the State of Delaware for any
actions, suits or proceedings arising out of or relating to this
agreement and the transactions contemplated hereby, and further agrees
that service of any process, summons, notice or document by U.S.
registered or certified mail to Stockholder c/o OEDC, at the address
set forth in Section 9.5, or to Titan, at the address set forth in
Section 9.5, shall be effective service of process for any action,
suit or proceeding brought against such party in any such court. Each
party hereto hereby irrevocably and unconditionally waives any
objection to the laying of venue of any action, suit or proceeding
arising out of this agreement or the transactions contemplated hereby,
in the courts of the State of Delaware located in Wilmington, Delaware
or the United States of America located in Wilmington, Delaware, and
hereby further irrevocably and unconditionally waives and agrees not
to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an
inconvenient forum. If any provision of this Agreement is held to be
unenforceable for any reason, it shall be modified rather than voided,
if possible, in order to achieve the intent of the parties to the
extent possible. In any event, all other provisions of this Agreement
shall be deemed valid and enforceable to the extent possible.
9.7. ENTIRE AGREEMENT This Voting Agreement contains the
entire understanding of the parties with respect to the subject matter
hereof, and supersedes all prior negotiations and understandings
between the parties with respect to such subject matter.
9.8. COUNTERPARTS. This Voting Agreement may be executed in
one or more counterparts, each of which shall be an original, but all
of which together shall constitute one and the same instrument.
9.9. EFFECT OF HEADINGS. The section headings contained
herein are for convenience only and shall not affect the construction
or interpretation of this Voting Agreement.
10. AT THE EFFECTIVE TIME, AS DEFINED IN THE MERGER AGREEMENT, THE
FINANCIAL ADVISORY SERVICES AGREEMENT DATED AS OF APRIL 1, 1996 BETWEEN OEDC
AND NATURAL GAS PARTNERS, L.P. ("NGP") SHALL TERMINATE AND OEDC SHALL PAY TO
NGP THE FEE OWING TO NGP ON A PRO RATA BASIS FOR THE QUARTER IN WHICH THE
EFFECTIVE TIME OCCURS.
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to
be duly executed on the day and year first above written.
TITAN EXPLORATION, INC.:
By:
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Name:
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Title:
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Shares beneficially owned: ________ STOCKHOLDER:
NATURAL GAS PARTNERS, L.P.
By: G.F.W. Energy, L.P.,
its general partner
By:
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Xxxxx X. Xxxxx
Authorized Representative
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ANNEX A
IRREVOCABLE PROXY
The undersigned stockholder of Offshore Energy Development
Corporation, a Delaware corporation ("OEDC"), hereby irrevocably appoints and
constitutes the members of the Board of Directors of Titan Exploration, Inc., a
Delaware corporation ("Titan"), and each of them (the "Proxyholders"), the
agents and proxies of the undersigned, with full power of substitution and
resubstitution, to the full extent of the undersigned's rights with respect to
the shares of capital stock of OEDC beneficially owned by the undersigned,
which shares are listed below and any and all other shares or securities issued
or issuable in respect thereof, or which the undersigned otherwise acquires, on
or after the date hereof and prior to the date this proxy terminates
(collectively, the "Shares"), to vote the Shares as follows:
The agents and proxies named above are empowered at any time prior to
termination of this proxy to exercise all voting and other rights (including,
without limitation, the power to execute and deliver written consents with
respect to the Shares) of the undersigned at every annual, special or adjourned
meeting of OEDC Stockholders, and in every written consent in lieu of such a
meeting, or otherwise, in favor of approval of the Merger (as defined in that
certain Voting Agreement, dated September 8, 1997, between the undersigned and
Titan (the "Voting Agreement")) and that certain Agreement and Plan of Merger
dated as of September 8, 1997 by and among Titan, Titan Offshore, Inc., a
Delaware corporation and a wholly-owned subsidiary of Titan ("Sub"), and OEDC
(the "Merger Agreement") and any proposal or action that could reasonably be
expected to facilitate the Merger.
The Proxyholders may not exercise this proxy with respect to any other
matter. The undersigned may vote the Shares on all such other matters.
The proxy granted by the undersigned to the Proxyholders hereby is
granted as of the date of this Irrevocable Proxy in order to secure the
obligations of the undersigned set forth in Section 2 of the Voting Agreement,
and is irrevocable and coupled with an interest in such obligations and in the
interests in OEDC to be purchased and sold pursuant the Merger Agreement. This
proxy will terminate upon the termination of the Voting Agreement in accordance
with its terms.
Upon the execution hereof, all prior proxies given by the undersigned
with respect to the Shares are hereby revoked, and no subsequent proxies will
be given with respect to the Shares until such time as this proxy shall be
terminated in accordance with its terms.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned. The undersigned authorizes the
Proxyholders to file this proxy and any substitution or revocation of
substitution with the Secretary of OEDC and with any Inspector of Elections at
any meeting of the stockholders of OEDC.
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This proxy is irrevocable and shall survive the insolvency,
incapacity, death or liquidation of the undersigned.
Dated: September 8, 1997
Signature of Stockholder: NATURAL GAS PARTNERS, L.P.
By: G.F.W. Energy, L.P.,
its general partner
By:
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Xxxxx X. Xxxxx
Authorized Representative
Print name of Stockholder:
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Shares beneficially owned:
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