Exhibit 2
NOMINATION AND RATIFICATION AGREEMENT
This Agreement is made and entered into this 1st day of February,
1999, by and among Xxxxx X. Xxxxxxxx, Trustee of the Xxxxx X.
Xxxxxxxx Living Trust ("JLB"), and X.X. Xxxx("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 839,851 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: X. X. Xxxx
0000 X. 000xx Xxxxxx
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. Xxxx
X.X. Xxxx