VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made and entered into as of
the 26th day of February, 2004 by Xxxxx X. Xxxxxxxxxxx and Westside Energy, L.P
(collectively, the "Voting Stockholders").
RECITALS:
WHEREAS, each Voting Stockholder owns shares of the common stock
("Common Stock") of Eventemp Corporation ("Eventemp"); and
WHEREAS, each Voting Stockholders wishes to enter into this Agreement
in order to ensure a constructive and peaceful relationship between the Voting
Stockholders in view of their appreciable stock ownership in Eventemp;
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, $10.00 paid to each Voting Stockholder by the other, and other good and
valuable consideration (the receipt, adequacy and sufficiency of which each
Voting Stockholder hereby acknowledges), each Voting Stockholder hereby agrees
as follows:
ARTICLE I
Scope of Agreement
Unless otherwise provided for herein, this Agreement shall cover and be
effective as to all shares of Common Stock that are owned now or in the future
by any Voting Stockholders and shall include any interest of a Voting
Stockholder's spouse in such Common Stock. The termination of the marital
relationship between any Voting Stockholders and such Voting Stockholder's
spouse for any reason shall not have the effect of removing any Common Stock
owned by such Voting Stockholders or such Voting Stockholder's spouse from the
provisions of this Agreement. In the event that the number of outstanding shares
of Common Stock are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company or of another corporation, by reason of a recapitalization,
reclassification, stock split-up, combination of shares, or dividend or other
distribution payable in capital stock, the term "Common Stock" shall include all
shares of stock which relate to, or are issued as a result of, the original
shares of Common Stock.
ARTICLE II
Voting Agreement
Each Voting Stockholder hereby agrees to vote all shares of Common
Stock owned by such Voting Stockholder in accordance with, and to effect and
carry out, the following provisions:
2.1 Election of Directors. Each Voting Stockholder shall have the right
to nominate one individual to stand for election as a director. Each Voting
Stockholder shall use such Voting Stockholder's best efforts to cause the
Company, no later than 45 days prior to the mailing of any proxy, information or
other solicitation statement with respect to a stockholder meeting at which
directors are to be elected or other action in lieu thereof, to notify each
Voting Stockholder of the date of such mailing. Each Voting Stockholder shall
notify the Company and the other Voting Stockholder of the name of the person he
wishes to designate to serve on the Board of Directors of the Company no later
than 30 days prior to the date of such mailing. Each Voting Stockholder shall be
obligated to vote all Common Stock owned by such Voting Stockholder, and
otherwise to use such Voting Stockholder's best efforts, to elect to and
maintain on the Company's Board of Directors the person nominated by the other
Voting Stockholder.
2.2 Vacancies. Any vacancy on the Board of Directors of the Company
occurring by reason of death, resignation, removal or other event involving a
Voting Stockholder's nominee shall be filled by a new Director nominated by the
Voting Stockholder who made the nomination. Each Voting Stockholder shall be
obligated to vote all Common Stock owned by such Voting Stockholder, and
otherwise to use such Voting Stockholder's best efforts, to fill such vacancy by
the election of such new Director.
2.3 Removal of Directors. A Voting Stockholder and only a Voting
Stockholder shall have the right to remove the Director nominated by him (with
or without cause) by giving writing notice to the Board of Directors of the
Company and to the other Voting Stockholder, who shall thereupon be obligated to
vote all Common Stock owned by such other Voting Stockholder, and otherwise to
use such other Voting Stockholder's best efforts, to remove the Director sought
to be replaced and to elect a successor Director nominated by the first,
nominating Voting Stockholder.
ARTICLE III
Miscellaneous Provisions
3.1 Governing Law. THIS AGREEMENT SHALL BE SUBJECT TO AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
3.2 Gender. Whenever the context requires herein, the gender of all
words used herein shall include the masculine, feminine and neuter, and the
number of all words shall include the singular and plural.
3.3 Binding Effect. This Agreement shall be binding upon the parties to
this Agreement and their heirs, executors, administrators, and permitted
successors and assigns. If any transferee of any Voting Stockholder shall
acquire any Common Stock subject to this Agreement, in any manner, whether by
operation of law or otherwise, such Common Stock shall be held subject to all of
the terms of this Agreement, and by taking and holding such Common Stock such
person shall be conclusively deemed to have agreed to be bound by and to comply
with all of the terms and provisions of this Agreement.
3.4 Amendments. This Agreement may be amended from time to time by an
instrument in writing duly executed by or on behalf of the parties who have
rights or obligations under this Agreement at the time of such amendment, which
instrument shall be designated on its face as an "Amendment" to this Agreement.
3.5 Valid Consideration. This Agreement is made by the parties in
consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged.
3.6 Legend. All certificates representing Common Stock now owned or
that may hereafter be acquired by a Voting Stockholder shall be endorsed on the
back thereof substantially as follows:
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING
AGREEMENT, WHICH PROVIDES SIGNIFICANT RESTRICTIONS ON THE VOTING OF THE
SHARES REPRESENTED HEREBY, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THE COMPANY.
Such certificates may be endorsed on the front thereof as follows:
SEE RESTRICTIONS ON THESE SHARES ON REVERSE SIDE.
3.7 Term and Termination of Agreement. This Agreement shall be in
effect for two years after the date hereof, unless earlier terminated in
accordance with the remainder of this Section 3.7. This Agreement may be
terminated by an instrument in writing signed by all of the parties who have
rights or obligations under this Agreement at the time of signing such
instrument.
IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of
the date first above written.
Westside Energy, L.P.
By: Riverbend Gas, Inc.
Its: General Partner
/s/ Xxxxx X. Xxxxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxxxxx Xxxxx X. Xxxxxx, President
