EXHIBIT 99.2
VOTING AGREEMENT
This Voting Agreement (this "Agreement"), dated as of June 3, 1998, is
made and entered into by and among those individuals and entities set forth on
the signature page hereof (the "Shareholders") for the benefit of the Purchasers
(as defined herein).
1. INTRODUCTION. This Agreement is being entered into in connection with
the execution and delivery of that Common Stock Subscription Agreement, dated as
of June 3, 1998 (the "Subscription Agreement"), by and among 3DX Technologies
Inc. (the "Company"), Minnowburn Corporation and ▇▇▇▇▇ ▇▇▇▇▇▇▇, among others
(the "Purchasers"), whereby the Company will issue shares of its common stock
("Common Stock") to the Purchasers and will grant an option to the Purchasers to
acquire additional shares of Common Stock upon the happening of certain events,
principal among which is the approval of the shareholders of the Company of the
stock issuance contemplated by the option. The stock issuances and other
transactions contemplated by the Subscription Agreement (including any issuance
of Dilutive Shares or Penalty Shares) are herein referred to as the
"Transactions." The Shareholders acknowledge and agree that their execution and
delivery of this Agreement and agreement to vote in favor of the Transactions is
a material inducement to the Purchasers to execute and deliver the Subscription
Agreement and that the Purchasers would not be willing to enter into the
Subscription Agreement but for the representations, warranties and covenants
contained herein. Capitalized terms used but not defined herein shall have the
meaning ascribed to them in the Subscription Agreement.
2. CONSENT. The Company has furnished to each Shareholder a copy of the
Subscription Agreement (including all Exhibits thereto). Subject to the terms
and conditions of the Subscription Agreement, the Shareholders consent to the
Subscription Agreement and the Transactions.
3. AGREEMENT TO VOTE. To induce the Purchasers to enter into the
Subscription Agreement, each of the Shareholders individually covenants and
agrees, subject to the limitations set forth in Section 9 hereof, to vote all
shares of Common Stock owned directly or indirectly by him (and any and all
securities issued or issuable in respect thereof) or which the Shareholder is
entitled to vote (collectively, the "Shares") FOR and in favor of the
Subscription Agreement and the Transactions at any and all meetings of the
shareholders of Company at which the Subscription Agreement and/or the
Transactions are considered and at any adjournment(s) thereof.
4. IRREVOCABLE PROXY. Each Shareholder hereby constitutes and appoints
▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇, and each of them (the "Proxy Holder," whether one
or both), with full power of substitution, its true and lawful proxy and
attorney-in-fact to vote the Shares of such Shareholder at the Stockholders
Meeting referred to in Section 1.6(a) of the Subscription Agreement or any
adjournment(s) thereof in favor of the approval of (i) the Subscription
Agreement, the issuance of the Option and the common stock issuable thereunder,
the issuance of the Dilution Shares and the Penalty Shares, if any, and the
Transactions and (ii) the Reverse Stock Split. Such proxy shall be limited
strictly to the power to vote such Shares in the manner set forth in the
preceding sentence and shall not extend to any other matters. Each Shareholder
acknowledges that the proxy granted hereby is coupled with an interest and is
irrevocable to the full extent permitted by Section 212 of the
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Delaware General Corporation Law. In the event that any Shareholder for any
reason fails to vote its Shares in accordance with the requirements of Section 3
hereof, then the Proxy Holder shall have the right to vote such Shares in
accordance with the provisions of this Section 4. The vote of the Proxy Holder
shall control in any conflict between its vote of such Shares and a vote by any
Shareholder of such Shares. The irrevocable proxy granted pursuant to this
Section 4 shall continue in effect until the termination of this Agreement in
accordance with its terms.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each of the
Shareholders hereby represents and warrants to the Purchasers, as to himself
only, as follows:
(a) Such Shareholder (i) has received a copy of the Subscription
Agreement, dated as of June 3, 1998, (ii) has had an opportunity to review the
Subscription Agreement to the satisfaction of such Shareholder, (iii) is
familiar with the terms of the Transactions and (iv) has had an opportunity to
ask questions of and receive satisfactory answers from the officers of the
Company concerning the Subscription Agreement and the terms of the Transactions.
(b) Such Shareholder is the beneficial owner of the shares of
Common Stock shown as owned by him on ANNEX A of this Agreement and has the
right to vote such shares. In the event the shares are held by a trust,
corporation, partnership, limited liability company or other entity, the
Shareholder is the duly authorized and acting agent or representative of such
entity (with full power and authority to enter into this Agreement) and this
Agreement has been duly authorized by all necessary entity action. None of the
shares of Common Stock owned by him are subject to any proxy, voting trust or
other agreement or arrangement with respect to the voting of such shares, other
than pursuant to this Agreement.
(c) This Agreement is the legal, valid and binding agreement of
such Shareholder, enforceable against him in accordance with its terms, except
as such validity, binding effect or enforceability may be limited by bankruptcy,
insolvency, or other similar laws relating to creditors' rights generally and
except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding therefor may be brought.
(d) The execution and delivery of this Agreement by such
Shareholder do not, and the performance by him of his obligations hereunder will
not, constitute a violation of, conflict with or result in a default under any
contract, commitment, agreement, understanding, arrangement, statute or
restriction of any kind to which he is a party or by which he or any of his
property is bound or any judgment, decree or order applicable to him.
(e) Neither the execution and delivery of this Agreement, nor the
performance by such Shareholder of his obligations hereunder will violate any
provision of law applicable to him, except for the requirements, if any, of
federal and state securities laws.
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(f) The shares of Common Stock shown on ANNEX A as owned by such
Shareholder are the only securities of the Company owned by him, beneficially or
of record, other than options outstanding pursuant to the Company's existing
employee stock option plan, and he owns no other options to purchase or rights
to subscribe for or otherwise acquire any securities of the Company.
6. OPTION SHARES. Any shares of Common Stock of the Company issued to
the Shareholder upon the exercise of stock options or warrants that are
currently exerciseable or become exerciseable during the term of this Agreement
shall be deemed Shares for purposes of this Agreement.
7. COVENANT OF THE SHAREHOLDER. Each of the Shareholders hereby
covenants and agrees with the Purchasers that until the Transactions have been
consummated such Shareholder will not, without the prior written consent of the
Purchasers, directly or indirectly, (i) grant any proxies or enter into any
voting trust or other agreement or arrangement with respect to the voting of any
Shares, or (ii) except in the case of any pledge of the Shares pursuant to which
the Shareholder retains the voting rights with respect to the Shares, (a) sell,
assign, transfer or otherwise dispose of any Shares, or (b) enter into any
contract, option or other arrangement or understanding with respect to the
direct or indirect acquisition or sale, assignment, transfer or other
disposition of any Shares.
8. REMEDIES. The parties acknolwedge and agree that performance of their
respective obligations hereunder will confer a unique benefit on the other and
that a failure of performance will not be compensable by money damages. The
parties hereto agree that if for any reason any Shareholder shall fails to
perform his obligations under this Agreement, then any party hereto seeking to
enforce this Agreement against such nonperforming party shall be entitled to
specific performance and injunctive and other equitable relief, and the parties
hereto further agree to waive any requirement for the securing or posting of any
bond in connection with the obtaining of any such injunctive or other equitable
relief. This provision is without prejudice to any other rights that either
party hereto may have against the other party hereto for any failure to perform
its obligations under this Agreement. The failure by any of the Shareholders to
perform his obligations hereunder shall in no way affect the obligation of the
other Shareholders to perform their respective obligations hereunder.
9. LIMITATIONS. This Agreement relates only to each Shareholder's rights
and obligations as a holder of Shares and, to the extent such Sharehoder is a
member of the board of directors or an officer of the Company, shall not require
him to take any action whatsoever, nor shall it affect the fiduciary duties of
the Shareholder as a member of the board of directors or as an officer or
otherwise.
10. MISCELLANEOUS.
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(a) ASSIGNMENT. Neither this Agreement nor the rights and
obligations hereunder shall be assignable by the parties hereto. This Agreement
shall be binding upon each of the Shareholders and such Shareholder's heirs,
distributees, successors and assigns by will or by the laws of descent.
(b) AMENDMENTS; WAIVERS. This Agreement may not be modified,
amended, altered or supplemented, except upon the execution and delivery of a
written agreement executed by the parties hereto. The Proxy Holder, in his sole
discretion, shall be permitted to waive any of the terms and provisions hereof
intended for the benefit of the Purchasers.
(c) TERMINATION. This Agreement shall terminate in its entirety
upon the holding of the Stockholders Meeting.
(d) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAW OF THE STATE OF
DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.
(e) SEVERABILITY. If any term, provision, covenant or restriction
of this 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 Agreement shall remain in full force and effect and shall
not in any way be affected, impaired or invalidated.
(f) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
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ANNEX A
SHAREHOLDER SHARES
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C. ▇▇▇▇▇▇ ▇▇▇▇▇ 269,267
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (a) 355,448
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 357,448
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, III 41,699
▇▇▇ ▇. ▇▇▇▇▇▇▇ (b) 749,025
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (c) 721,903
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (d) 50,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 17,002
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (e), (f) 516,363
(a) Includes 30,000 shares owned by trusts for the benefit of the minor
children of ▇▇. ▇▇▇▇▇▇. ▇▇. ▇▇▇▇▇▇ is the trustee of those trusts.
(b) Includes 727,477 shares beneficially owned by Citi Growth Fund, L.P. ▇▇.
▇▇▇▇▇▇▇ is the sole stockholder and director of ▇▇▇ ▇. ▇▇▇▇▇▇▇, Inc.,
the general partner of Atlantic Partners L.P., the general parter of
Citi Growth Fund L.P.
(c) Includes 721,903 shares held by NationsBanc Capital Corporation. ▇▇.
▇▇▇▇▇▇▇▇▇▇ is a Managing Director in the Venture Capital Group of
NationsBanc Capital Corporation.
(d) Reflects shares granted under restricted stock award dated March 6,
1998. The company's transfer agent has been provided with instructions
regarding the issuance of such shares and is in the process of
completing the issuance.
(e) Includes (i) 198,468 shares owned beneficially by Centennial Associates,
L.P., a Delaware limited partnership of which ▇▇. ▇▇▇▇▇▇ is a general
partner; (ii) 82,041 shares owned beneficially by Centennial Energy
Partners, L.P., a Delaware limited partnership of which Centennial
Energy Partners, L.L.C. is the general partner and ▇▇. ▇▇▇▇▇▇ is a
member of such general partner; (iii) 64,350 shares owned beneficially
by Tercentennial Energy Partners, L.P., a Delaware limited partnership
of which Centennial Energy Partners, L.L.C. is the general partner and
▇▇. ▇▇▇▇▇▇ is a member of such general partner; (iv) 16,150 shares owned
beneficially by Quadrennial Partners, L.P., a Delaware limited
partnership of which Centennial Energy Partners, L.L.C. is the general
partner and ▇▇. ▇▇▇▇▇▇ is a member of such general partner; and (v)
9,150 shares owned beneficially by Investment 11, LLC, which is managed
under an Investment Management Agreement by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co., Inc.,
a New York corporation of which ▇▇. ▇▇▇▇▇▇ is a vice president.
(f) Includes 146,204 shares being acquired under the Subscription Agreement,
which shares are being acquired by the following entities: (i) 66,204
shares by Centennial Energy Partners, L.P.; (ii) 40,000 shares by
Tercentennial Energy Partners, L.P.; (iii) 10,000 shares by Quadrennial
Partners, L.P.; (iv) 20,000 shares by Centennial Overseas Fund, LTD,
which is managed under an Investment Management Agreement by Centennial
Management, LLC of which ▇▇. ▇▇▇▇▇▇ is a member; and (v) 10,000 shares
by Investment 11, LLC,
which is managed under an Investment Management Agreement by ▇▇▇▇▇▇ ▇.
▇▇▇▇▇ & Co., Inc., of which ▇▇. ▇▇▇▇▇▇ is a vice president.