EXHIBIT 7.5
VOTING AND SUPPORT AGREEMENT
AND IRREVOCABLE PROXY
September __, 1999
Blue Dolphin Exploration Company
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Dear Sirs:
The undersigned understands that Blue Dolphin Exploration Company
("Investor"), and American Resources Offshore, Inc. (the "Company") are entering
into an Investment Agreement (the "Agreement") pursuant to which Company will
sell and Investor will purchase a number of shares of the Company's common
stock, par value $.00001 per share (the "Common Stock"), that will result in
Investor owning, immediately after the Closing (as defined in the Agreement),
75% of the voting power of all classes of the Company's voting securities.
The undersigned is a stockholder of the Company (the "Stockholder") and is
entering into this letter agreement to facilitate the consummation of the
transactions contemplated by the Agreement. Capitalized terms used herein
without definition have the meanings given them in the Agreement
The Stockholder confirms his agreement with Investor as follows:
1. The Stockholder represents, warrants to Investor that:
(a) the undersigned is the record or beneficial owner of the
number of shares of Common Stock set forth beneath his name
below (collectively, the "Shares") free and clear of all
liens, claims, charges, encumbrances, voting agreements and
commitments of any kind whatsoever, except as specifically set
forth in the schedule attached to this letter agreement;
(b) the undersigned has full legal right, power, authority and
capacity to execute and deliver this letter agreement, and to
perform and observe the provisions of this letter agreement;
and
(c) this letter agreement has been duly executed and delivered by
Stockholder and constitutes a legal, valid and binding
obligation of Stockholder, enforceable against Stockholder in
accordance with its terms.
Blue Dolphin Exploration Company
September __, 1999
Page 2
2. The Stockholder agrees that, from the date hereof until the earlier of
(a) the date the Agreement is terminated in accordance with its terms or (b)
December 15, 1999, the undersigned will not, and will not permit any entity
controlled by Stockholder to, (i) contract to sell, sell or otherwise transfer
or dispose of any of the Shares or any interest therein or securities
convertible there into or any voting rights with respect thereto, other than
with Investor's prior written consent, (ii) consent to any amendment to the
certificate of incorporation or bylaws of the Company or (iii) encumber any of
the Shares.
3. The Stockholder agrees that, immediately prior to the Closing Date, but
in any event not later than 5:00 p.m. two (2) days before the Closing Date, the
undersigned will cause all shares of Series 1993 8% Convertible Preferred Stock
and securities convertible into Common Stock, including, but not limited to,
options, warrants and rights (collectively, the "Convertible Securities"), if
any, owned by the Stockholder to be exercised and converted into Common Stock
and shall cause all other Convertible Securities to be canceled without cost to
the Company.
4. The Stockholder agrees, from the date hereof until the earlier of (a)
the date the Agreement is terminated in accordance with its terms or (b)
December 15, 1999, that: (i) the undersigned shall vote or cause to be voted all
of the Shares owned by the Stockholder, or over which the Stockholder has voting
power or control, directly or indirectly, to approve (a) the Agreement, (b) the
Purchase and Sale Agreement, (c) the Southern Disposition, (d) an amendment to
the Company's Certificate of Incorporation to increase the authorized capital,
(e) an amendment to the Company's Certificate of Incorporation to eliminate the
staggered board of directors, (f) each of the transactions contemplated thereby
and (g) for the directors nominated for election which have been designated by
the Investor (collectively, the "Proxy Items"); (ii) the undersigned will cause
the holders of record of Common Stock beneficially owned by the undersigned to
grant an irrevocable proxy, substantially in the form of Exhibit A hereto, to
the Investor; and (iii) that the Shares will not be voted in favor of any other
Acquisition Proposal during such period.
5. Through is acceptance of this letter agreement, Investor acknowledges
and agrees that (i) Stockholder and its affiliates (collectively "DNB") are
secured creditors of the Company; (ii) the Company is in default of its
obligations to DNB; (iii) Stockholder is entering into this letter agreement
strictly in its capacity as the holder of Common Stock of the Company and only
with respect to its rights as a holder of such Common Stock; (iv) nothing
contained herein or otherwise related to the terms of this letter agreement or
the proxy shall alter, impair or otherwise affect DNB's
rights as a creditor of the Company; and (v) except as may be otherwise
expressly agreed in writing with Investor, DNB is free to take any and all
actions available to it as a creditor of the Company, including actions which
may prevent or impede the transactions contemplated by the Agreement, the
Purchase and Sale Agreement, the Southern Disposition and/or any other
agreements involving the Company. Despite Stockholder's exception of this letter
agreement, DNB will remain free to oppose
Blue Dolphin Exploration Company
September __, 1999
Page 3
the Agreement, the Purchase and Sale Agreement and the transactions contemplated
thereby in its capacity as a creditor of the Company, except as may be otherwise
expressly agreed in writing by DNB.
6. This letter agreement shall not be assigned by operation of law or
otherwise; provided that the Investor may assign any of its rights and
obligations to any of its affiliates, but no such assignment shall relieve the
Stockholder of its obligations hereunder.
7. The invalidity or unenforceability of any provision of this letter
agreement in any jurisdiction shall not affect the validity or enforceability of
any other provisions of this letter agreement, which shall remain in full force
and effect in such jurisdiction, or the validity or enforceability of such
provision in any other jurisdiction. The Stockholder acknowledges that Investor
will be irreparably harmed and that there will be no adequate remedy at law for
a violation of any of the covenants or agreements of the Stockholder contained
herein. It is accordingly agreed that, in addition to any other remedies that
may be available to Investor upon the breach by the Stockholder of such
covenants and agreements, Investor shall have the right to obtain injunctive
relief to restrain any breach or threatened breach of such covenants or
agreements or otherwise to obtain specific performance of any of such covenants
or agreements.
8. This letter agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to the principles of
conflicts of laws thereof. Any judicial proceeding brought against any party
hereto with respect to this letter agreement, or any transaction contemplated
hereby, may be brought in the Federal District Court for the Southern District
of Texas and, by execution and delivery of this letter agreement, each of the
parties hereto (i) accepts, generally and unconditionally, the nonexclusive
jurisdiction of such court and any related appellate court, and irrevocably
agrees to be bound by any judgment rendered thereby in connection with this
letter agreement, subject, in each case, to all rights to appeal such decisions
to the extent available to the parties and (ii) irrevocably waives any objection
it may now or hereafter have as to the venue of any such suit, action or
proceeding brought in such a court or that such court is an inconvenient forum.
Each party hereto hereby waives personal service of process and consents that
service of process upon it may be made by certified or registered mail, return
receipt requested, at its address specified in this letter
agreement, and service so made shall be deemed completed on the fifth business
day after such service is deposited in the mail. Nothing herein shall affect the
right to serve process in any other manner permitted by law. EACH PARTY HEREBY
WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS LETTER AGREEMENT WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
Blue Dolphin Exploration Company
September __, 1999
Page 4
9. The Stockholder as the record owner of the number of shares of Common
Stock set forth beneath its name below, for good and valuable consideration the
legal sufficiency of which is hereby acknowledged by the undersigned, agrees to,
and hereby grants to Investor an irrevocable proxy pursuant to the provisions of
Section 212 of the Delaware General Corporation Law to vote at all annual and
special meetings of the stockholders of Company, and any postponements or
adjournments thereof, or to execute and deliver written consents or otherwise
act with respect to, all shares of Common Stock now owned by the undersigned as
fully, to the same extent and with the same effect as the undersigned might or
could do under any applicable laws or regulations governing the rights and
powers of shareholders of a Delaware corporation in connection with the approval
of the Proxy Items. The undersigned hereby affirms that this proxy is given as a
condition of this letter agreement and as such is coupled with an interest and
is irrevocable. This proxy shall terminate on December 31, 1999.
THIS PROXY, AS IT IS COUPLED WITH AN INTEREST, IS IRREVOCABLE AND SHALL
REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST ANY DONEE, TRANSFEREE
OR ASSIGNEE OF THE COMMON STOCK.
10. This letter agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the
same instrument.
11. This letter agreement may be terminated at the option of any party at
any time after termination of the Agreement in accordance with its terms.
Blue Dolphin Exploration Company
September __, 1999
Page 5
Please confirm that the foregoing correctly states the understanding
between us by signing and returning to us a counterpart hereof.
Very truly yours,
___________________________________________________
[NAME OF SHAREHOLDER]
___________________________________________________
Number of shares of Common Stock owned beneficially
___________________________________________________
Number of shares of Common Stock owned of record
Confirmed on the date first above written
BLUE DOLPHIN EXPLORATION COMPANY
By: ____________________________
____________________________
Blue Dolphin Exploration Company
September __, 1999
Page 6
EXHIBIT A
IRREVOCABLE PROXY
The undersigned as the record owner of ________ , shares of common stock,
par value $.00001 per share (the "Common Stock"), of American Resources
Offshore, Inc. (the "Company"), for good and valuable consideration the legal
sufficiency of which is hereby acknowledged by the undersigned, agrees to, and
hereby grants to Blue Dolphin Exploration Company, a Delaware corporation ("Blue
Dolphin"), an irrevocable proxy pursuant to the provisions of Section 212 of the
Delaware General Corporation Law and that certain Voting and Support Agreement
and Irrevocable Proxy, dated as of September ___, 1999, between Blue Dolphin and
[Stockholder] (the "Voting Agreement"), to vote at all annual and special
meetings of the stockholders of the Company, and any postponements or
adjournments thereof, or to execute and deliver written consents or otherwise
act with respect to, all shares of Common Stock now owned by the undersigned as
fully, to the same extent and with the same effect as the undersigned might or
could do under any applicable laws or regulations governing the rights and
powers of shareholders of a Delaware corporation in connection with the approval
of the (i) Investment Agreement, (ii) Purchase and Sale Agreement, (iii)
Southern Disposition, (iv) an amendment to the Company's Certificate of
Incorporation to increase the authorized capital, (v) an amendment to the
Company's Certificate of Incorporation to eliminate the staggered board of
directors, (vi) each of the transactions contemplated thereby and (vii) the
election of directors of the Company, all as contemplated by and defined in the
Voting Agreement. The undersigned hereby affirms that this proxy is given as a
condition of said Voting Agreement and as such is coupled with an interest and
is irrevocable. This proxy shall terminate on December 31, 1999.
THIS PROXY, AS IT IS COUPLED WITH AN INTEREST, IS IRREVOCABLE AND SHALL
REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST ANY DONEE, TRANSFEREE
OR ASSIGNEE OF THE COMMON STOCK.
Dated this ______ day of September, 1999.
________________________________________
(Signature of Shareholder)
