Consent of Transferee to Lamb-Cash Voting Agreement for Quest Resource Corporation Shares (Boothbay Royalty Company)

Summary

Boothbay Royalty Company agrees to be bound by an existing voting agreement between Douglas L. Lamb and Jerry D. Cash regarding 1,677,190 shares of Quest Resource Corporation common stock it is purchasing. Boothbay commits to vote these shares as specified in the agreement, primarily to elect certain directors designated by Lamb and Cash. Any future transferees of these shares, except for public market sales, must also agree in writing to the same terms. The agreement remains in effect as originally executed and unamended.

EX-10.2 6 qr-ex102_458287.txt LAMB-CASH VOTING AGREEMENT-BOOTHBAY LAMB-CASH VOTING AGREEMENT CONSENT OF TRANSFEREE OF QUEST SHARES Whereas, the undersigned is purchasing 1,677,190 shares of common stock of Quest Resource Corporation from Jerry D. Cash ("Quest Shares"); Whereas, the Quest Shares are subject to a voting agreement between Douglas L. Lamb and Jerry D. Cash ("Voting Agreement") dated November 8, 2002 (a copy of which the undersigned acknowledges receiving); Whereas, section 2.4 of the Voting Agreement requires that any transferee of shares of common stock owned by Douglas L. Lamb or Jerry D. Cash agree, in writing, to be bound by the Voting Agreement and agree to all terms and conditions of the Voting Agreement; and Whereas, the Voting Agreement is in full force and effect and has not been amended; The undersigned hereby agrees to be bound by the Voting Agreement and agrees to all terms and conditions of the Voting Agreement. Specifically, the undersigned agrees, during the term of the Voting Agreement, to use the votes accorded to the Quest Shares to elect the following as directors of Quest Resource Corporation: 1. Douglas L. Lamb; 2 the designee of Douglas L. Lamb; 3. the additional designees of Douglas L. Lamb (if any and as provided in the Voting Agreement); 4. Jerry D. Cash; 5 the designee of Jerry D. Cash; and 6. the additional designees of Jerry D. Cash (if any and as provided in the voting agreement). Except for sales of the Quest Shares in the public market, each and every transferee or assignee of the Quest Shares from the undersigned shall be bound by and subject to the terms and conditions of the Voting Agreement. Except for sales in the public market, the undersigned shall require that any such transferee or assignee agree in writing to be bound by, and subject to, all the terms and conditions of the Voting Agreement. As used in this instrument, a sale of Quest Shares in the public market means a transaction meeting the requirements of the first sentence of Rule 144(f) under the Securities Act of 1933, as amended ("Rule 144"), with the term "brokers' transaction" having the meaning ascribed to such term in Rule 144(g). In addition to any other legend required by law or agreement, each certificate evidencing the Quest Shares shall be stamped or otherwise imprinted with a legend to the following effect: "The shares represented by this certificate are subject to certain restrictions contained in a Voting Agreement dated as of November 8, 2002, as the same may be amended from time to time, a copy of which is available for examination at the principal In witness whereof, the undersigned has executed this instrument as of November 8, 2002. BOOTHBAY ROYALTY COMPANY By: /s/ James B. Kite, Jr. --------------------------- Name: James B. Kite, Jr. Title: President