Exhibit 10.42
AGREEMENT RELATING TO VOTING OF
SHARES
This
AGREEMENT RELATING TO VOTING OF SHARES (this
“Agreement”), is entered into July 31, 2008 by and
between DLJ Merchant Banking Partners III, L.P., DLJ Offshore
Partners III, C.V., DLJ Offshore Partners III-1, C.V., DLJ Offshore
Partners III-2, C.V., DLJ MB PartnersIII GmbH & Co. KG,
Millennium Partners II, L.P., MBP III Plan Investors, L.P., DLJ ESC
II, L.P. and DLJMB Funding III, Inc. (collectively, the “CS
Entities”), and Brigham Exploration Company, a Delaware
corporation (the “Company”).
WHEREAS, the CS Entities own more than 9.99% of
the common stock of the Company (the “Common
Stock”);
WHEREAS, the CS Entities have determined that it
is no longer necessary to retain their right to nominate a
representative to the Board of Directors of the Company and are
entering into an Amendment to Securities Purchase Agreement to
relinquish that right;
WHEREAS, the CS Entities have also determined to
limit the number of shares of Common Stock that they will vote at
any stockholders’ meeting of the Company;
NOW,
THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged and confessed, and in
consideration of the premises and the mutual covenants and
agreements herein contained, and intending to be legally bound
hereby, the Company and the CS Entities hereby agree as
follows:
1. Agreement to Limit Voting of
Shares . Regardless of the number of shares of Common Stock
owned by them at any time, the CS Entities will not vote more than
9.99% of the outstanding shares of Common Stock whether at a
meeting of the stockholders of the Company or otherwise. Without
limiting the foregoing, all of the shares of Common Stock owned by
the CS Entities will retain their character as outstanding shares
of Common Stock entitled to vote on any matter submitted to the
stockholders of the Company. For purposes of this Section 1,
shares of Common Stock that are present at a meeting and that
abstain on any matter will not be considered to have been voted on
that matter.
2. No Company Liability . The CS
Entities undertake to ensure that the requirements of
Section 1 are fulfilled. The Company will not be liable to the
CS Entities or to any other person for any claims arising from the
Company’s good faith efforts to enforce the requirements of
Section 1 or for any claims arising from the Company’s
failure to enforce the requirements of Section 1.
3. Indemnification . The CS
Entities, severally and not jointly, shall indemnify and hold the
Company and each of its directors, officers, employees and agents
(each a “ Company Party ”), harmless from any
and all losses, liabil
