Exhibit 8
December 22, 2003
Cherokee Energy Partners LLC
000 Xxxxxxxxx Xx.
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Restrictions on Sale of Securities
Ladies and Gentlemen:
This letter is being delivered to Cherokee Energy Partners LLC ("Cherokee")
by the undersigned for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged.
The undersigned hereby represents and warrants that he is the beneficial
owner of 2,160,783 shares (the "Shares") of Common Stock ("Common Stock") of
Quest Resource Corporation ("Quest"). In the event that Quest (i) declares a
dividend or makes any other distribution upon the Shares payable in Common Stock
or (ii) subdivides its outstanding Shares of Common Stock into a greater number
of shares then, in each case, the number of Shares shall be proportionately
increased to reflect such distribution or stock split.
The undersigned hereby agrees and covenants that he will not, without the
prior written consent of Cherokee, sell, offer to sell, contract or agree to
sell, hypothecate, pledge (other than the pledge of such Shares existing on the
date hereof), grant any option to purchase or otherwise dispose of, agree to
dispose of, or permit the disposition of, (or enter into any transaction which
is designed to, or might reasonably be expected to, result in the disposition
(whether by actual disposition or effective economic disposition due to cash
settlement or otherwise) by the undersigned, directly or indirectly, including
the filing (or participation in the filing) of a registration statement with the
Securities and Exchange Commission in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder with respect to, all or any portion of the Shares, or
publicly announce an intention to effect any such transaction, for a period of
18 months after the date of this Letter Agreement, other than Shares disposed of
as bona fide gifts approved by Cherokee, provided that Cherokee receives a
similar lock-up agreement from the recipient of the bona fide gift.
This Letter Agreement shall be binding upon the successors, assigns, heirs
and personal representatives of the undersigned.
Cherokee Energy Partners LLC
December 22, 2003
Page 2
The undersigned understands that Cherokee is entering into and proceeding
with certain transactions in reliance upon this Letter Agreement.
Yours very truly,
/s/ Xxxxx Xxxx
---------------------------------------
Xxxxx X. Xxxx
