EXHIBIT G Jensen Voting Agreement VOTING AGREEMENT
EXHIBIT G
Xxxxxx Voting Agreement
THIS VOTING AGREEMENT is made as of September 22 , 2003 by the undersigned shareholder (the “Shareholder”) of United States Exploration, Inc., a Colorado corporation (“UXP”), for the benefit of DGL Acquisition Corp., Delaware corporation (the “Purchaser.”)
Pursuant to the terms of an Agreement and Plan of Merger of even date herewith (the “Merger Agreement”) among UXP, the Purchaser and DGL Mergerco, Inc., a Colorado corporation (“Mergerco”), the Purchaser has agreed to acquire UXP in a merger in which the outstanding shares of Common Stock of UXP will be converted into the right to receive $2.82 per share in cash (the “Merger.”) As a condition to its willingness to enter into the Merger Agreement, the Purchaser has required that the Shareholder agree, and the Shareholder is willing to agree, to the matters set forth herein.
Agreement
Accordingly, in consideration of the agreements of the Purchaser in the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Shareholder, intending to be legally bound hereby, agrees as follows for the benefit of the Purchaser:
1. Representations and Warranties of Shareholder.
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(b) No Inconsistent Agreements. The Shareholder hereby covenants and agrees that, except for this Agreement, the Shareholder (i) has not entered into any voting agreement or voting trust with respect to the Shares owned beneficially or of record by the Shareholder and (b) has not granted a proxy, a consent or power of attorney with respect to the Shares owned beneficially or of record by the Shareholder.
(a) sell, exchange, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, exchange, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares;
(b) grant any proxies or enter into any voting agreement or similar arrangement with respect to any of the Shares, except proxies instructing that the Shares be voted in accordance with Section 3; or
(c) deposit any of the Shares into a voting trust or other similar arrangement.
(a) in favor of the transactions contemplated by the Merger Agreement;
(b) against any action or agreement that could result in a breach of any covenant, representation or warranty of UXP in the Merger Agreement;
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(c) except as otherwise agreed by the Purchaser, against any action or agreement that would impede, interfere with or discourage the transactions contemplated by the Merger Agreement (or attempt to do any of the foregoing), including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving UXP, other than the Merger; (ii) a sale or transfer of a material portion of the assets of UXP or the issuance of any securities of UXP, other than upon exercise of outstanding options; (iii) any change in the executive officers or Board of Directors of UXP; (iv) any change in the present authorized, issued or outstanding capital stock of UXP (other than as a result of the exercise of options outstanding on the date of this Agreement), or the issuance by UXP of any options, warrants, debentures or other securities convertible into or exercisable or exchangeable for capital stock of UXP or any other change in the present capitalization or dividend policy of UXP; (v) any change in the articles of incorporation or bylaws of UXP; or (vi) any other change in UXP’s corporate structure or business; and
(d) in the manner specified by the Purchaser from time to time with respect to any other matter which, in the Purchaser’s reasonable judgment, may contradict any provision of this Agreement or the Merger Agreement or may make it more difficult or less desirable for the Purchaser to consummate the Merger or may delay or hinder the consummation of the Merger.
(a) In case of a stock dividend or distribution, or any change in UXP Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction.
(b) The Shareholder hereby agrees, while this Agreement is in effect, to notify the Purchaser promptly in writing of the number of any additional shares of UXP Common Stock or other securities of UXP acquired by the Shareholder, if any, after the date hereof.
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(a) | if to UXP, to: | ||
United States Exploration, Inc. Attn: Xxxxx X. Xxxxxx 0000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
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with copies to: | |||
Xxxxxxx & Xxxxxx L.L.C. Attn: Xxxxxx X. Xxxxx, Esq. 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
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(b) | if to the Purchaser, to: | ||
DGL Acquisition Corp. Attn: Xxxxxx X. Xxxxxxx Double D Energy, LLC 000 X. 00xx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 |
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with copies to: | |||
Xxxxx Xxxxxx & Xxxxxx LLP Attn: Xxxxxx X. Xxxxxx XX, Esq. 0000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 |
(c) if to Shareholder, to the address listed next to the Shareholder’s name on the signature page hereto.
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16. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado applicable to contracts made and performed entirely within such State. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of Colorado and the federal courts of the United States of America located in the State of Colorado solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Colorado State or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute (solely for purposes of this Section 16 with respect to matters involving this Agreement and the transactions provided for herein) and agree that mailing of process or other papers in connection with any
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such action or proceeding in the manner provided in Section 8 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.
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IN WITNESS WHEREOF, this Voting Agreement has been duly executed and delivered by the Shareholder as of the date first written above.
Shareholder:
No. of Shares*: | ||
4,886,370 | /s/ Xxxx X. Xxxxxx by Xxxxx X. Xxxxxxx | |
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Xxxx X. Xxxxxx |
* | Identify Shares held of record by a person or entity other than the Shareholder and name such person or entity. |
No. of Shares: | Record Owner: | |
391,000 | See attached Irrevocable Proxy | |
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IRREVOCABLE PROXY COUPLED WITH AN INTEREST
Pursuant to the terms and provisions of that certain Mutual Settlement Agreement and Release, made and entered into the 5th day of April, 2000, as modified by that certain Addendum to Mutual Settlement Agreement and Release (collectively, the “Agreement”), by and between Xxxxxx Xxxxx Xxxxxxxxxx and Xxxx Xxxxxxxx Xxxxxxxxxx and WP&G Distributing, Inc., on the one hand, and Xxxx X. Xxxxxx, Xxxxx Xxxxxxx, and Coffee Chef, Inc., on the other hand, the undersigned, Xxxxxx X. Xxxxxxxxxx, individually, and Xxx Xxxxxxxxxx & Xxxx Xxxxxxxxxx, as joint tenants with right of survivorship and not as tenants in common, do hereby irrevocably nominate, constitute, and appoint Xxxx X. Xxxxxx, whose address is Xxxx Xxxxxx Xxx 00000, Xxxxxxx, Xxxxxxxx 00000, or his assignee, their proxy to exercise all voting rights and privileges at all meetings of shareholders of United States Exploration, Inc., a Colorado corporation (the “Corporation”), with respect to 13,400 shares of $.0001 par value common stock of the Corporation represented by Stock Certificate No. and 23,000 shares of $.0001 par value common stock of the Corporation represented by Stock Certificate No. 2097, and both held by Xxxxxx X. Xxxxxxxxxx, individually, and 354,600 shares of $.0001 par value common stock of the Corporation represented by Stock Certificate No. 2347 and held by Xxx Xxxxxxxxxx & Xxxx Xxxxxxxxxx, as joint tenants with right of survivorship and not as tenants in common, until the sale by Xxxxxx X. Xxxxxxxxxx, individually, or by Xxx Xxxxxxxxxx & Xxxx Xxxxxxxxxx, as joint tenants with right of survivorship and not as tenants in common, of all or a portion of the Remaining Shares (as defined in the Agreement) to any nonaffiliated person or entity, to the extent of such transferred shares. This Proxy shall neither affect nor survive any such sale to any nonaffiliated person or entity. This proxy is irrevocable and coupled with an interest.
Executed and effective as of May 31, 2000. |
/s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx, Individually |
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Executed and effective as of May 31, 2000. |
/s/ Xxx Xxxxxxxxxx Xxx Xxxxxxxxxx, as Joint Tenant with right of survivorship and not as tenant in common |
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Executed and effective as of May 31, 2000. |
/s/ Xxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx, as Joint Tenant with right of survivorship and not as tenant in common |