EXHIBIT 7.4
VOTING AND SUPPORT AGREEMENT
AND IRREVOCABLE PROXY
July ___, 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 induce the Investor to enter into the
Agreement and to consummate the transactions contemplated thereby. 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
Blue Dolphin Exploration Company
July ___, 1999
Page 2
(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.
2. The Stockholder agrees that, from the date hereof until the Agreement
is terminated in accordance with its terms, 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 converted and exercised 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 Agreement is
terminated in accordance with its terms, 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) a 10-for-1 reverse stock split of the Common Stock, (e) each of
the transactions contemplated thereby and (f) 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. The Stockholder agrees to cooperate fully with Investor in connection
with the Agreement and to support transactions contemplated thereby. The
Stockholder agrees that the undersigned will not, and will not instruct its
agents, employees or representatives or the officers, employees, agents or
representatives of the Company to, directly or indirectly, (i) solicit or
initiate, or encourage the submission of, any Acquisition Proposal or (ii)
participate in any discussions or negotiations regarding, or furnish to any
person any information with respect to, or take any other action to facilitate
any inquiries or the making of any proposal that constitutes, or may reasonably
be expected to lead to, any Acquisition Proposal.
Blue Dolphin Exploration Company
July ___, 1999
Page 3
6. None of the information relating to the Stockholder to be supplied in
writing by the Stockholder specifically for inclusion in the Notice and Proxy
Statement (and any amendments thereto), at the time the Notice and Proxy
Statement is first published, sent or given to the Company's stockholders, shall
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
7. This letter agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof and 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.
8. 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.
9. 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
Blue Dolphin Exploration Company
July ___, 1999
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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.
10. 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 ,
.
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.
11. 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.
12. 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
July ___, 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
July ___, 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 July ___, 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) a 10-for-1 reverse stock split of the Common Stock,
(v) each of the transactions contemplated thereby and (vi) 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 July, 1999.
____________________________________
(Signature of Shareholder)
SUPPLEMENTAL PROXY
WHEREAS, 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"), has granted an irrevocable proxy to Blue Dolphin
Exploration Company, a Delaware corporation ("Blue Dolphin") dated , 1999 (the
"Irrevocable Proxy"); and
WHEREAS, the undersigned desires to extend such matters to which Blue
Dolphin may exercise such Irrevocable Proxy.
NOW THEREFORE, the undersigned for good and valuable consideration the
legal sufficiency of which is hereby acknowledged by the undersigned, agrees to,
and hereby grants to Blue Dolphin the right to exercise such Irrevocable Proxy
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 (i) those matters set forth in the Voting and Support Agreement and
Irrevocable Proxy, (ii) the approval of the increase in authorized shares of
capital stock, (ii) the approval of the elimination of the staggered board of
directors, and (iii) any other matters that may properly come before the annual
meeting.
The undersigned hereby affirms that this proxy 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)
