EXHIBIT 10.90
VOTING
AGREEMENT
THIS AGREEMENT entered into as of
December 31, 2004 by and among Alfred Schwartz and Robert
Holman as Trustees of the Cap Rock Energy Trustees’ Trust
(Trustees) and Cap Rock Energy Corporation (“Cap
Rock”).
W I T N E S S E T
H:
WHEREAS, Trustees currently hold and
control 325,223 shares of issued and outstanding voting common
stock of Cap Rock, a corporation organized and existing under the
laws of Texas;
WHEREAS, the Trustees and Cap Rock
desire to maintain the continuity and stability of the policy and
management of the Corporation; and
WHEREAS, the Trustees believe it to
be in the best interests of the shareholders whose stock is
currently held in the Cap Rock Shareholders’ Trust (the
“Trust”) and in the best interest of Cap Rock that the
shares held and controlled by Trustees (the “Shares”)
be voted in accordance with the terms and conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of
the foregoing, and of the mutual promises and covenants contained
herein, it is hereby agreed as follows:
A.
Voting
1.
General . The Trustees hereby agree to pool the
voting of the Shares held in the Cap Rock Energy
Shareholders’ Trust (the “Trust”), and to vote or
consent with respect to all of such Shares as a block or unit in
all votes, in person or by proxy at any and all meetings of the
shareholders of Cap Rock, for whatever purpose called or held, and
in any and all proceedings, whether at a meeting of the
shareholders or otherwise, wherein the vote or written consent of
the Trustees (or subsequent holder or owner of the Shares) may be
required or authorized by law. Without limiting the
generality of the foregoing, with respect to the following matters
the Trustees, or their successors or the subsequent holders or
owners of the Shares, shall vote the Shares as follows:
(a)
Vote for Directors
(i)
Election . The Shares shall be voted for the
persons nominated by Cap Rock’s nominating
committee.
(ii)
Replacement
. If any director so elected
should die, resign, be removed or become incapacitated or otherwise
refuse to act in his or her capacity as director, the Trustees
shall vote for the
