IRREVOCABLE PROXY
WHEREAS, Xxxxxxx X. Xxxxxxxx ("Xxxxxxxx"), a shareholder of United
Wellhead Services, Inc., a Texas corporation ("Wellhead"), and Flare King, Inc.,
a Texas corporation ("Flare King"), Wellhead, the other stockholders of
Wellhead, the other stockholder of Flare King, and the equityholders of Hi-Tech
Compressor Company, L.C., a Texas limited liability company ("Hi-Tech"), have
entered into that certain Agreement and Plan of Reorganization dated October 14,
1997 (the "Agreement"), to effect the rollup of Wellhead, Flare King, and
Hi-Tech, as wholly owned subsidiaries of United Oilfield Services, Inc., a Texas
corporation (the "Company");
WHEREAS, Xxxxxxxx (i) has transferred his ownership interest in Wellhead
and Flare King and his rights and interests under the Agreement to Diamente
Investments, L.P., a Texas family limited partnership ("Diamente"), (ii) has
elected to retire from all formal and informal positions with Wellhead, Flare
King and Hi-Tech, and (iii) will not serve as an officer or director of the
Company; and
WHEREAS, Diamente shall receive a certain number of shares of common
stock (the "Common Stock") of the Company upon the Funding and Consummation
Date, as such term is defined in the Agreement, in exchange for shares of common
stock of Wellhead and Flare King;
WHEREAS, the Company is currently in the process of effecting an initial
public offering (the "IPO") of the Company's Common Stock pursuant to a
Registration Statement on Form S-1 with the Securities and Exchange Commission
in connection therewith; and
WHEREAS, Diamente desires to execute this Irrevocable Proxy to appoint
the Board of Directors of the Company as its lawful proxy pursuant to the terms
hereunder.
NOW, THEREFORE, for Ten Dollars cash in hand paid and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, as an inducement for the consummation of the Agreement by all the
parties thereto, and in recognition of the reliance on this Irrevocable Proxy by
the participants in the IPO, the foregoing effectively coupling this proxy with
an interest, Diamente hereby appoints each such individual who has from time to
time been appointed or may be acting as Chairman of the Board of the Company (or
other authorized designee) as its lawful proxy with respect to the Common Stock,
with full power of substitution to vote at any time the number of votes which
the undersigned would be entitled to cast if represented personally with respect
to any matter, as such proxy may be directed by the Board of Directors (as set
forth below), acting by majority vote at a duly convened and constituted meeting
at which a quorum is present; and that such power be irrevocable until and shall
terminate only at such time as Diamente's ownership interest in the Company (or
if Diamente shall be dissolved, the ownership interest of Xxxxxxx X. Xxxxxxxx
and Xxxxx Xxxxxxxx) becomes less than five percent (5%) of the total outstanding
Common Stock of the Company. If a majority of the Board of Directors is made up
of independent directors, the Chairman (or other authorized designee) will vote
such shares in accordance with the direction of a majority of the directors in
attendance at such meeting. If a majority of the Board of Directors is not made
up of independent directors, the Chairman (or other authorized designee)
will vote such shares in accordance with the direction of a majority of the
independent directors in attendance at such meeting. Independent directors shall
be directors deemed to be independent pursuant to the federal securities laws of
the United States of America.
Nothing contained in this Irrevocable Proxy shall limit or restrict the
investment powers of Diamente.
IN WITNESS WHEREOF, Diamente Investments, L.P. has caused this
Irrevocable Proxy to be executed effective as of October 22, 1997.
DIAMENTE INVESTMENTS, L.P. Acknowledged:
By: /s/ XXXXXXX X. XXXXXXXX /s/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. Xxxxxxxx, General Partner Xxxxxxx X. Xxxxxxxx, Individually
DIAMENTE INVESTMENTS. L.P. Acknowledged:
By: /s/ XXXXX XXXXXXXX /s/ XXXXX XXXXXXXX
Xxxxx Xxxxxxxx, General Partner Xxxxx Xxxxxxxx, Individually
STATE OF TEXAS
COUNTY OF NUECES
BEFORE ME, the undersigned, a Notary Public in and for said State, on
this day personally appeared Xxxxxxx X. Xxxxxxxx, a General Partner of Diamente
Investments. L.P., acting as such and individually, who is a person known to me
to be at least eighteen (18) years of age and the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 23rd day of October, 1997.
[SEAL] XXXXXXX XXXXX /s/ XXXXXXX XXXXX
Notary Public Notary Public
STATE OF TEXAS in and for the State of Texas
My Comm. Exp. March 25, 2001
STATE OF TEXAS
COUNTY OF NUECES
BEFORE ME, the undersigned, a Notary Public in and for said State, on
this day personally appeared Xxxxx Xxxxxxxx, a General Partner of Diamente
Investments, L.P., acting as such and individually, who is a person known to me
to be at least eighteen (18) years of age and the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that she executed
the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 23rd day of October, 1997.
[SEAL] XXXXXXX XXXXX /s/ XXXXXXX XXXXX
Notary Public Notary Public
STATE OF TEXAS in and for the State of Texas
My Comm. Exp. March 25, 2001
