VOTING AGREEMENT
FOR SHARES OF STOCK OF
QUEST RESOURCE CORPORATION
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This Voting Agreement (this "Agreement"), dated as of November 8, 2002, is
made by and among Quest Resource Corporation ("Quest"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ("Lamb")
and ▇▇▇▇▇ ▇. ▇▇▇▇ ("Cash").
Lamb and Cash are also each a "Shareholder" and, collectively, the
"Shareholders".
Recitals
A. Quest and STP Cherokee, Inc. ("STP") have entered into that certain
Agreement and Plan of Reorganization dated contemporaneously herewith (the
"Reorganization Agreement"), pursuant to which STP will become a wholly owned
subsidiary of Quest and Cash will receive 5,380,785 shares of the common stock
of Quest.
B. It is a condition precedent to the consummation of the transactions
contemplated by the Reorganization Agreement that, as of Closing, the Board of
Directors of Quest (the "Board") shall consist solely of the following four (4)
members: Cash, one (1) designee of Cash who is reasonably acceptable to Lamb
(the "Cash Designee"), Lamb and one (1) designee of Lamb who is reasonably
acceptable to Cash (the "Lamb Designee").
C. In order to induce the parties to enter into the Reorganization
Agreement, the Shareholders desire to enter into this Agreement regarding the
voting rights of Cash and Lamb with respect to the common stock of Quest.
Agreement
THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. ELECTION OF QUEST DIRECTORS
1.1. Cash and Cash Designee. During the period beginning on the date hereof
and continuing for thirty-six (36) months hereafter (the "Term"), the
Shareholders shall use their best efforts and take all action within their
respective power, including but not limited to the voting of capital stock of
Quest, to cause Cash and the Cash Designee to comprise two (2) of the four (4)
members of the Board.
Each Shareholder agrees to vote such Shareholder's shares of capital stock
of Quest at all meetings of shareholders of Quest (or to execute any written
consents in lieu thereof) in which directors are elected in favor of Cash and
the Cash Designee.
The Shareholders agree not to vote in favor of (or take any other action
with respect to) the removal from the Board of Directors of Cash or the Cash
Designee without the written consent of Cash.
In the event that the Cash Designee ceases to serve as a member of the
Board during his or her term in office, the resulting vacancy on the Board shall
be filled by a representative ("Cash Substitute Designee") designated by Cash,
who is reasonably satisfactory to Lamb. Quest and the Shareholders agree to use
their best efforts and take all action within their respective power, including,
but not limited to, the voting of capital stock of Quest, to cause the removal
of the Cash Designee at the written request of Cash as soon as practicable
following such written request and/or to cause the election of a Cash Substitute
Designee as soon as practicable following his or her designation.
Neither Quest nor the Shareholders shall take any action inconsistent with
the purpose or provisions of this Agreement.
The initial Cash Designee shall be ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., who is satisfactory
to Lamb and who shall be elected to the Board, together with Cash, immediately
upon execution and delivery of this Agreement.
1.2. Lamb and Lamb Designee. During the Term, the Shareholders shall use
their best efforts and take all action within their respective power, including
but not limited to the voting of capital stock of Quest, to cause Lamb and the
Lamb Designee to comprise two (2) of the four (4) members of the Board.
Each Shareholder agrees to vote such Shareholder's shares of capital stock
of Quest at all meetings of shareholders of Quest (or to execute any written
consents in lieu thereof) in which directors are elected in favor of Lamb and
the Lamb Designee.
The Shareholders agree not to vote in favor of (or take any other action
with respect to) the removal from the Board of Directors of Lamb or the Lamb
Designee without the written consent of Lamb.
In the event that the Lamb Designee ceases to serve as a member of the
Board during his or her term in office, the resulting vacancy on the Board shall
be filled by a representative ("Lamb Substitute Designee") designated by Lamb,
who is reasonably satisfactory to Cash. Quest and the Shareholders agree to use
their best efforts and take all action within their respective power (whether in
the capacity as a shareholder, director or officer of Quest or otherwise),
including, but not limited to, the voting of capital stock of Quest, to cause
the removal of the Lamb Designee at the written request of Lamb as soon as
practicable following such written request and/or to cause the election of a
Lamb Substitute Designee as soon as practicable following his or her
designation.
Neither Quest nor the Shareholders shall take any action inconsistent with
the purpose or provisions of this Agreement.
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The initial Lamb Designee shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇, who is satisfactory to
Cash and who shall be elected to the Board, together with Lamb, immediately upon
execution and delivery of this Agreement.
1.3. Rights of Designees. The Cash Designee and the Lamb Designee shall
receive (A) all materials distributed to the Board, whether provided to
directors in advance of, during or after, any meeting of the Board, regardless
of whether such director shall be in attendance at any such meeting, (B) the
same compensation, if any, as the other members of the Board for serving in such
capacity (except that any designee who serves on the Company's audit committee
may receive such additional compensation for such services as the board of
directors may determine), and (C) reimbursement of the reasonable out-of-pocket
expenses incurred in attending the meetings of the Board.
1.4. Number of Directors. During the Term, the Shareholders shall use their
best efforts and take all action within their respective power, including but
not limited to the voting of capital stock of Quest, to cause the entire Board
to be comprised of four (4) members, consisting solely of Cash, the Cash
Designee, Lamb, and the Lamb Designee, unless a change in such number of
directors is mutually agreed to in writing by Cash and Lamb.
1.5. Death or Disability of Cash\Lamb. If a Shareholder dies or becomes
disabled, such Shareholder's Personal Representative shall (i) have the right to
exercise such Shareholder's rights under this Agreement and (ii) be bound by the
terms of this Agreement.
A Shareholder shall be "disabled" if such Shareholder is not able to
exercise the Shareholder's duties as a director in a prudent manner.
The term "Personal Representative" shall mean any of the following:
attorney-in-fact under power of attorney; conservator, guardian, executor,
administrator, or, if none of the above, spouse.
If a Shareholder dies or becomes disabled, such Shareholder's Personal
Representative shall have the right to select a director to replace such
Shareholder on the Board. Such replacement director shall be reasonably
satisfactory to the other Shareholder.
The Shareholders shall use their best efforts and take all action within
their respective power, including but not limited to the voting of capital stock
of Quest, to cause such replacement director to serve on the Board.
1.6. Additional Designees. If the governing rules of the exchange on which
Quest's common stock is traded requires that the number of directors be
increased (or if the number of directors is increased for any reason), then the
Shareholders agree to use their best efforts and take all action within their
respective power, including but not limited to the voting of capital stock of
Quest, to cause the new number of directors to be established or maintained at
an even number. Each Shareholder shall then have the right to designate persons
to serve in one-
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half of the additional director positions. Each additional designee named by
Lamb shall be subject to the same voting provisions and rights in this Agreement
as the Lamb Designee and each additional designee by Cash shall be subject to
the same voting provisions and rights as the Cash Designee.
2. MISCELLANEOUS
2.1. Representations of Shareholders. Each Shareholder hereby represents
and warrants that, as of the date of this Agreement, such Shareholder has full
power to enter into this Agreement and has not, prior to the date of this
Agreement, executed or delivered any proxy or entered into any other voting
agreement or similar arrangement that would conflict with the purpose or
provisions of this Agreement.
2.2. Amendment. This Agreement may not be amended or modified in whole or
in part at any time except upon the written consent of the Shareholders.
2.3. Legend. In addition to any other legend required by law or agreement,
each certificate evidencing shares of Quest's capital stock owned by the
Shareholders shall be stamped or otherwise imprinted with a legend to the
following effect:
"The shares represented by this certificate are subject to
certain restrictions contained in a Voting Agreement dated as of
November 8, 2002, as the same may be amended from time to time, a
copy of which is available for examination at the principal office
of Quest Resource Corporation."
The Section 2.3 legend shall be removed upon (i) sale of the shares in the
public market or (ii) termination of this Agreement in accordance with the
provisions of Section 2.13.
2.4. Effect on Transferees. Except for sales of shares in the public
market, each and every transferee or assignee of any shares of capital stock of
Quest from any Shareholder shall be bound by and subject to the terms and
conditions of this Agreement that are applicable to such transferee's transferor
or assignor. Except for sales in the public market, the transferring Shareholder
shall require that the transferee agree in writing to be bound by, and subject
to, all the terms and conditions of this Agreement. As used in this Agreement, a
sale of shares in the public market means a transaction meeting the requirements
of the first sentence of Rule 144(f) under the Securities Act of 1933, as
amended ("Rule 144"), with the term "brokers' transaction" having the meaning
ascribed to such term in Rule 144(g).
2.5. Prior Understandings. This Agreement represents the complete agreement
of the parties hereto with respect to the subject matter included herein and
supersedes any and all previous agreements relating thereto.
2.6. Specific Performance. Each party recognizes that the obligations
imposed on such party in this Agreement are special, unique and of extraordinary
character, and that in the event of breach by such party, damages will be an
insufficient remedy; consequently, it is agreed
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that any party will be entitled to specific performance (in addition to any
other remedies in equity or at law) as a remedy for the enforcement hereof,
without posting a bond or other security and without proving damages.
2.7. Binding Agreements. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, legal representatives, successors or permitted assigns.
2.8. Notices. Any and all notices, designations, consents, offers,
acceptances, or any other communication provided for in this Agreement shall be
given in writing and shall be deemed effectively given upon personal delivery to
the party to be notified or upon delivery by confirmed facsimile transmission or
nationally recognized overnight courier service or three (3) days after deposit
with the United States Post Office, by registered or certified mail, postage
prepaid and addressed to the party to be notified at the address indicated for
such party below on the signature page hereof, or at such other address as such
party may designate by ten (10) days' advance written notice to the other
parties pursuant to this Section 2.8.
2.9. Severability. The invalidity of any provision or provisions of the
Agreement shall not invalidate or otherwise affect any other provisions of this
Agreement, which shall remain in full force and effect.
2.10. Counterparts. This Agreement may be executed simultaneously in two or
more counterparts and each counterpart shall be deemed to be an original and it
shall not be necessary in making proof of this Agreement to produce or account
for more than one such counterpart.
2.11. Section Headings. Headings contained in this Agreement are inserted
only as a matter of convenience and in no way define, limit or extend the scope
or intent of this Agreement or any provisions hereof.
2.12. Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Kansas without giving effect to the
conflicts or choice of law principles thereof.
2.13. Termination. This Agreement shall terminate at such time as (i) the
Term expires or (ii) less than 1,000,000 shares (as hereinafter adjusted for
stock splits, stock dividends and like transactions) of Quest's common stock
(including shares convertible into Common Stock on an as-converted basis) are
subject to this Agreement, whichever occurs first.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
SHAREHOLDERS:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
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Address: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
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QUEST RESOURCE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: President
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Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇