EXHIBIT 2
NOMINATION AND RATIFICATION AGREEMENT
This Agreement is made and entered into this 26 day of
January, 1999, by and among Xxxxx X. Xxxxxxxx, Trustee of the
Xxxxx X. Xxxxxxxx Living Trust ("JLB"), and Xxxxx Xxxxx Xxxxxxxx
Living Trust dated 11/25/98("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 104,981 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: J. Xxxxx Xxxxxxxx
0000 X. Xxxx, Xxxxx 000
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
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Xxxxx X. Xxxxxxxx, Trustee
XXXXX XXXXX XXXXXXXX LIVING TRUST
DATED 11/25/98
/s/J. Xxxxx Xxxxxxxx, Ttee
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J. Xxxxx Xxxxxxxx, Ttee