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EXHIBIT 9.2
VOTING AGREEMENT
This Voting Agreement (the "Agreement") dated this 11 day of May, 2000
(the "Effective Date"), by and between those certain individuals set forth on
Exhibit A attached hereto and incorporated herein for all purposes
(collectively, the "Shareholders" or individually, a "Shareholder"), South Texas
Drilling & Exploration, Inc., a Texas corporation (the "Corporation"), and WEDGE
Energy Services, L.L.C., a Delaware limited liability company ("WEDGE").
RECITALS:
A. The Shareholders are the beneficial owners of the shares of common
stock of the corporation (the "Shares") set forth opposite their respective
names set forth on Exhibit A hereto, and each are entitled to vote the Shares in
accordance with the terms and conditions provided herein.
B. In order to facilitate a transaction between the Corporation and
WEDGE, the Shareholders are required to enter into this Agreement evidencing
their respective agreement to vote their Shares at each and every special and or
annual shareholders' meeting in accordance with the terms provided herein for a
representatives of WEDGE to be elected to the Board of Directors of the
Corporation (the "WEDGE Nominee").
AGREEMENTS:
NOW, THEREFORE, in consideration of the covenants and promises
contained in this Agreement and for other good and valuable consideration
recited above, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Limited Voting Agreement. Upon executing this Agreement, the
Shareholders will agree to vote the Shares in favor of the WEDGE Nominee to
serve on the Board of Directors of the Corporation. The Shareholders agree to
vote in person, or by proxy, for the WEDGE Nominee, and each understands that
without the agreement to do so, WEDGE would not have entered into the agreement
entered into simultaneously herewith.
2. Shareholder Representation. The Shareholders and each Shareholder
hereby represent and warrant to the Corporation and WEDGE that each is the
beneficial holder and owner of the Shares set forth opposite their name on
Exhibit A hereto, and as such, each has the unfettered, absolute and unqualified
right to vote his Shares in the manner prescribed herein.
3. Proxy Statement Disclosure. The Corporation acknowledges to the
Shareholders that it has entered into an agreement with WEDGE whereby it has
agreed to cause a WEDGE Nominee to be placed on the ballot for election by the
Shareholders entitled to vote thereon. Thereafter, the Board of Directors of the
Corporation has also agreed to subsequently cause to be nominated at each
successive election of directors the WEDGE Nominee to serve on the Board of
Directors until a successor shall have been duly elected. Additionally, the
Corporation has also agreed that it will cause to be contained in each proxy
statement filed during the effectiveness of this Agreement a proxy statement and
annual report which will disclose the
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existence of this Agreement and the requirement of the Shareholders to vote in
favor of the WEDGE Nominee.
4. Filing with Corporation. This Agreement shall be deposited with the
Secretary of the Corporation at its registered office and shall be subject to
examination by any shareholder of the Corporation or by any Shareholder, in
person or by agent or attorney, as are the books and records of the Corporation
at any reasonable time for a proper purpose.
5. Term. The term of this Agreement shall commence on the Effective
Date and shall terminate on the sooner to occur of (i) WEDGE no longer owning at
least ten percent (10%) of the total issued and outstanding Shares of Common
Stock of the Corporation on a fully diluted basis calculated in accordance with
the "treasury method", or (ii) one hundred (100) years from the date hereof.
6. Assignment, Sale or Transfer of Shares of Shareholders. Each of the
Shareholders agree that in the event any of them shall decide to sell, transfer
or convey any or all of its Shares, it shall, prior to doing so, notify WEDGE of
same. In the event there shall be a sale, transfer or assignment to any
affiliate or family member, the Shareholder agrees that such sale, transfer or
conveyance shall not be made unless the transferee shall agree in writing,
approved by WEDGE, to be bound by all terms and conditions contained in this
Agreement. For purposes of this section, the term "affiliate" shall have the
meaning ascribed to it in the Securities Act of 1933, as amended.
7. Remedies for Breach of Agreement. The Shareholders acknowledge that
in the event any one of the Shareholders shall breach, or intend to breach, any
terms or conditions of this Agreement, WEDGE shall have the right to seek any
equitable or legal remedy it may be entitled to, including specific performance.
In the event WEDGE shall file any action seeking an equitable remedy, the
parties acknowledge that if a bond shall be required, WEDGE shall not be
obligated to post greater than $1,000 for such bond. In the addition to the
remedies provided for herein, WEDGE shall be entitled to any and all other
remedies that it may be entitled in accordance with applicable laws.
8. Miscellaneous
8.01. Binding Effect; No Other Agreements or Arrangements. This
Agreement shall be binding upon the parties and their respective
heirs, executors, administrators, successors, assigns and legal
representatives. Each party to this Agreement hereby represents and
warrants to all other parties that, except for this Agreement, such
party has not entered into, or agreed to be bound by, and will not, so
long as the terms of the Agreement remain in effect, enter into, or
agree to be bound by, any other arrangements or agreements of any kind
with any other person (including a party) with respect to the Shares,
other than this Agreement.
8.02. Waiver. A party's failure to insist on compliance or enforcement
of any provision of this Agreement, shall not affect the validity or
enforceability or constitute a waiver of future enforcement of that
provision or of any other provision of this Agreement by that party or
any other party.
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8.03. Governing Law; Jurisdiction. This Agreement shall in all respect
be subject to, governed by, and interpreted in accordance with, the
laws of the State of Texas. The parties agree that jurisdiction over
any dispute relating to this Agreement shall reside in any court or
other judicial or quasi-judicial body such as an arbiter or mediator)
that is located within the State of Texas, and they hereby consent to
such jurisdiction and agree to appear in the State of Texas with
regard to any such dispute.
8.04. Severability. The invalidity or unenforceability of any
provision of this Agreement shall not effect the validity or
enforceability of any other provision of this Agreement, and this
Agreement shall be construed in all respects as if such invalid or
unenforceable provision has never been in the Agreement.
8.05. Effectiveness of Voting Agreements. To the extent this Agreement
is a "voting agreement" under Article 2.30B of the Texas Business
Corporation Act, it shall be effective, as provided in this Agreement
or any extension of this Agreement in accordance with Article 2.30B.
8.06. Headings; Execution in Counterparts. The headings and captions
contained in this Agreement are for convenience and shall not control
or affect the meaning or construction of any provision of this
Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and
which, together, shall constitute one and the same instrument.
8.07. Entire Agreement. This Agreement, including all exhibits and
schedules to this Agreement, embodies the entire Agreement and
understanding of the parties to this Agreement with respect to the
subject matter contained in this Agreement, and this Agreement
supersedes and replaces all prior agreements and understandings
between the parties concerning such subject matter.
8.08. Amendments. This Agreement shall not be modified or amended
except by a writing signed by each party.
8.09. Notices. Any and all notices required by this Agreement shall be
deemed to be received (i) when personally delivered to the recipient,
(ii) when sent via facsimile, upon receipt of a confirmation or
acknowledgement of receipt of facsimile transmittal, provided a
confirmation copy is sent by first class mail, (iii) on the next day
business day after the date of deposit with an overnight courier, or
(iv) five (5) days after postmark when deposited with the United
States or other foreign country mail. The address of the Corporation
for notice purposes is 0000 Xxxxxxxx, Xxxxxxxx X, Xxx Xxxxxxx, Xxxxx
00000. The address for WEDGE for notice purposes is 0000 Xxxxxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxx 00000, Attention: President, with a second
notice addressed to 0000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000,
Attention: General Counsel.
8.10. Attorneys' Fees In the event that any action, suit or other
proceeding arising from, or based on, this Agreement is brought by any
party against any other party to this Agreement, the prevailing party
shall be entitled to recover from the non-prevailing party reasonable
attorneys' fees and costs in connection with such action, suit or
proceeding.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.
SOUTH TEXAS DRILLING & EXPLORATION, INC.
/s/ Wm. Xxxxx Xxxxx
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Printed Name:Wm. Xxxxx Xxxxx
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Title: President
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SHAREHOLDERS:
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Wm. Xxxxx Xxxxx
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Wm. Xxxxx Xxxxx
WEDGE ENERGY SERVICES, L.L.C.
/s/ Xxxx Xxxxx
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Printed Name: Xxxxxxx X. Xxxxx
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Title: President
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EXHIBIT A
SOUTH TEXAS DRILLING & EXPLORATION, INC.
SHAREHOLDERS' OWNERSHIP PERCENTAGE
AS OF DECEMBER 1, 1999
SHAREHOLDERS PREFERRED COMMON
Wm. Xxxxx Xxxxx 0 345,093
Xxxxxxx X. Xxxxxx 0 280,582
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TOTAL SHAREHOLDERS' SHARES 0 625,675
Total Common Stock Outstanding 0 7,274,684
Percent of Ownership 8.6%
