EXHIBIT 2
NOMINATION AND RATIFICATION AGREEMENT
This Agreement is made and entered into this 25 day of January,
1999, by and among Xxxxx X. Xxxxxxxx, Trustee of the Xxxxx X.
Xxxxxxxx Living Trust ("JLB"), and X.X. Xxxxxxxxxx, Trustee of
the Finsthwait 1973 Trust dtd 2/25/73("Purchaser").
RECITALS
A. As of the date hereof, JLB has entered into that certain
Stock Purchase Agreement (the "CLX Agreement") with CLX Energy,
Inc. ("CLX") for the purchase of CLX Common Stock.
B. Purchaser desires to purchase 524,907 shares (the "CLX
Shares") of the CLX Common Stock; and
C. For convenience, JLB has entered into the CLX Agreement on
behalf of, and as nominee for, Purchaser.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for good and valuable consideration paid by each
party to the other, the parties hereto agree as follows:
1. Nomination of JLB. Purchaser hereby engages JLB to act as
Purchaser's nominee for the purchase of the CLX Shares from CLX
pursuant to the terms and conditions of the CLX Agreement. On or
before the closing of the CLX Agreement, immediately upon request
by JLB, Purchaser pay to JLB all amounts owed, including
expenses, with respect to the purchase of the CLX Shares.
2.Ratification of CLX Agreement by Purchaser. Purchaser agrees
to be assume and perform, to the extent attributable to the CLX
Shares, all representations, warranties, obligations and
agreements (including, without limitation, any indemnification
obligations) contained in the CLX Agreement.
3. Indemnification of JLB by Purchaser. Purchaser agrees to (a)
be bound by all terms and conditions of the CLX Agreement insofar
as it relates to the CLX Shares and (b) indemnify and hold JLB
harmless from any and all obligations, losses, liabilities,
causes of action, costs and expenses (including without
limitation, attorneys' fees) arising out of or resulting from (i)
temporary ownership of title to the CLX Shares by JLB, as nominee
for Purchaser, (ii) the purchase of the CLX Shares pursuant to
the CLX Agreement and (iii) any and all actions taken in good
faith by JLB on behalf of Purchaser. PURCHASER ACKNOWLEDGES THAT
PURCHASER HAS READ THE CLX AGREEMENT AND HAS AGREED TO PURCHASE
THE CLX SHARES PURSUANT TO THE TERMS OF SUCH AGREEMENT.
4. Notice. Any notice or communication permitted or required by
the provisions of this Agreement shall be in writing and shall be
deemed to have been made or given if delivered in person, or
(whether or not actually received, unless otherwise herein
specifically provided) if deposited in the United States mails by
registered mail or certified mail, return receipt requested, with
proper postage prepaid thereon, addressed as follows:
If to JLB:Xxxxx X. Xxxxxxxx, Trustee
If to Purchaser: XX Xxxxxxxxxx, Trustee
00000 Xxxxxxx Xx.
Xxx Xxxxx, XX 00000
or to such other address as any party shall hereafter furnish to
the other party in writing.
5. Miscellaneous.
(a) This Agreement shall inure to the benefit of and be binding
upon the heirs, legatees, executors, administrators, successors
and assigns of the parties hereto.
(b) This Agreement constitutes the entire agreement among the
parties hereto as to the subject matter hereof superseding all
prior agreements among the parties pertaining to such subject
matter. This Agreement may not be modified except in a writing
subscribed to by each party.
(c) The provisions of this Agreement shall be construed simply
according to their fair meaning and not strictly for or against
any particular party.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date set forth above.
XXXXX X. XXXXXXXX LIVING TRUST
By /s/Xxxxx X. Xxxxxxxx Ttee
Xxxxx X. Xxxxxxxx, Trustee
/s/X.X. Xxxxxxxxxx, Trustee
