NTR IRREVOCABLE PROXY TO VOTE SHARES IN DGSE COMPANIES, INC. May 25, 2010
NTR
IRREVOCABLE PROXY TO VOTE
SHARES
IN
DGSE
COMPANIES, INC.
May 25,
2010
This
Irrevocable Proxy to Vote Shares (this “Proxy”) is made and
entered into effective as of the day of May, 2010 (the “Effective Date”), by
and between NTR METALS,
LLC, a Texas limited liability company (“NTR”) and XX. X.X. XXXXX, an individual
and a resident of the State of Texas (“Xx.
Xxxxx”).
WHEREAS, NTR has acquired
3,000,000 shares (the “NTR Shares”) of DGSE
Companies, Inc., a Nevada Corporation (“DGSE”), from Stanford
International Bank, LTD, an entity organized under the laws of Antigua (“SIBL”), pursuant to
(i) that certain Purchase and Sale Agreement (and amendment thereto) dated
January 27, 2010, by and among DGSE and the court-appointed receiver for SIBL
(the “DGSE-SIBL
Purchase Agreement”); (ii) that certain Partial Assignment Agreement,
dated May , 2010, by and among DGSE and NTR (the “Partial Assignment
Agreement”); and (iii) that certain Closing Agreement, dated May , 2010
by and among DGSE, Xx. Xxxxx, and NTR (the “Closing
Agreement”).
NOW, THEREFORE, in
consideration of the mutual covenants and consideration as described in this
Proxy, the receipt and adequacy of which is hereby acknowledged, the parties
agree as follows:
(1) NTR
hereby nominates and appoints Xx. Xxxxx as the attorney or proxy to represent
NTR and vote the percentage interest in DGSE represented by the NTR Shares and
any other votes or voting rights to which it may be entitled by virtue of NTR’s
ownership of the Shares, with respect to any matter regarding DGSE on which NTR
may be entitled to vote.
(2) This
proxy is given voluntarily and without any solicitations by any agent of DGSE.
This proxy is irrevocable and coupled with an interest, and will remain in
effect as to the Shares for so long as NTR owns the NTR Shares, up to a maximum
period of four (4) years from the Effective Date; provided, however that this
proxy will terminate upon the occurrence of any of the following certain events
(each a “Trigger
Event”):
(i) NTR’s
exercise of the Option to purchase the Stock Option Shares (as those terms are
defined in that certain Option Contract, dated May 25, 2010, by and among DGSE
and NTR (the “Option
Contract”));
(ii) The
death of Xx. Xxxxx; or
(iii) Appointment
of a legal Guardian for Xx. Xxxxx due to incapacity by reason of physical or
mental condition.
IN
WITNESS WHEREOF, the undersigned has signed this proxy on the date above first
written.
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NTR
METALS, LLC
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By:
Name: Xxxx X. Xxxxxx
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Title:
President
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XX.
X.X.
XXXXX
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