Exhibit 10.10
VOTING
AGREEMENT
BY AND AMONG
ROCK ENERGY RESOURCES,
INC.,
PERM ENERGY ADVISORS,
INC.
AND
THE STOCKHOLDERS PARTY
HERETO
VOTING
AGREEMENT
This Voting Agreement (this “
Agreement ”) is made and entered into as of the 31 day
of March, 2008 by and among ROCK ENERGY RESOURCES, INC., a Delaware
corporation (the “ Company ”), PERM ENERGY
ADVISORS, INC. (“ PERM ”) and the stockholders
of the Company that are signatories to this Agreement (the “
Stockholders ”).
RECITALS
WHEREAS, the Company proposes to sell shares of
common stock (the “ Common Stock ”), par value
$0.0001, of the Company to PERM pursuant to the terms of that
certain Stock Purchase Agreement (the “ Purchase
Agreement ”) dated March 31, 2008 between the Company and
PERM;
WHEREAS, it is a condition to the consummation
of the transactions contemplated by the Purchase Agreement that the
parties execute and deliver this Agreement;
WHEREAS, this Agreement is the first such
voting agreement entered into by the Company with respect to its
Common Stock; and
WHEREAS, the signatories to this Agreement
include (i) the Company, (ii) PERM, and (ii) the holders of at
least a majority of Common Stock;
NOW, THEREFORE, the parties hereto agree as
follows:
1.
Shares . The Stockholders each agree to hold all
shares of the capital stock of the Company now owned or hereafter
acquired by them registered in their respective names or
beneficially owned by them as of the date hereof (“
Shares ”) subject to, and to vote the Shares in
accordance with, the provisions of this Agreement.
2.
Voting Agreement.
(a)
The parties hereto agree that immediately prior to the closing of
the Second Tranche (as such term is defined in the Purchase
Agreement) they will do all things necessary including, without
limitation, the voting of all shares of the Common Stock of the
Company held respectively by each Stockholder, the execution of
written consents, the calling of special meetings, the removal of
directors, the filling of vacancies in directorships on the Board,
the waiving of notice, the attendance of meetings and the amendment
of the Company’s Certificate of Incorporation or bylaws then
in effect, so as to cause
(i)
the Board of Directors of the Company (the “ Board
”) to consist of 10 directors;
(ii)
for so long as PERM together with its affiliates, hold at least 10%
of the issued and outstanding Common Stock (as adjusted for stock
splits, stock dividends, recapitalizations or the like), election
to the Board of one representative designated by an authorized
representative of PERM;
(iii)
the removal from the Board (with or without cause) of the
representative designated by PERM hereunder at the written request
of PERM (but only upon such written request and under no other
circumstances);
(iv)
in the event that any representative designated by PERM hereunder
for any reason ceases to serve as a member of the Board during his
term of office, the resulting vacancy on the Board to be filled by
a representative designated by an authorized representative of
PERM; and
(v)
the Board to consist of a majority of “independent
directors” as that term is defined in NASDAQ Rule 4200 or the
American Stock Exchange Rules.
(b)
This Section 2 shall not be construed as giving any person not a
holder of the Shares the right to vote for any director.
3.
Observer Rights . One representative designated by an
authorized representative of PERM shall be entitled to attend as an
observer at all meetings of the Board and shall be entitled to
receive notice of such meetings along with a copy of any board
materials to the same extent and in the same manner as the members
of the Board.
4.
Expenses . The Company will pay all reasonable
out-of-pocket expenses incurred by the members of the Board and
observers of the Board in connection with their participation in
meetings of the Board and any committees of the Board.
5.
Insurance . So long as PERM has a Board representative
in accordance with Section 2, the Company covenants and agrees that
it will obtain and continue in full force and effect director and
officer insurance in a coverage amount no less than $50,000,000 in
the aggregate.
6.
Representations and Warranties . Each Stockholder
hereby represents and warrants with respect to itself, on and as of
the date of this Agreement, as follows:
(a)
It has full right, power and authority to vote the Common Stock,
held of record by it.
(b)
It has all requisite power and authority to enter into and perform
its obligations under this Agreement. The execution, delivery
and performance of this Agreement has been duly authorized by all
necessary action on the part of such party. This Agreement
has been duly executed and delivered by such party.
(c)
The execution, delivery and performance of this Agreement will not,
with or without the giving of notice or the passage of time, (i)
violate any judgment, injunction, order or decree of any court,
arbitrator or governmental agency applicable to such party, or (ii)
conflict with, result in the breach of any provision of, constitute
a default under, or require the consent of any third party under,
any agreement or instrument to which such party is a party or by
which such party is bound.
2
7.
Legend.
Concurrently with the execution of this
Agreement, there shall be imprinted or otherwise placed, on
certificates representing the Shares the following restrictive
legend:
THESE SHARES ARE SUBJECT TO THE PROVISIONS OF A
VOTING AGREEMENT RELATING TO THE ELECTION OF DIRECTORS AND OTHER
MATTERS. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON
WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.
8.
Other Rights . Except as provided by this Agreement,
each Stockholder shall exercise the fu
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