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EXHIBIT 10.151
VOTING AGREEMENT AND IRREVOCABLE PROXY
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This Voting Agreement and Irrevocable Proxy (this "AGREEMENT")
dated as of November ___, 2005 is executed
by and among Delta Petroleum
Corporation, a Delaware corporation
("HOLDINGS"), Delta Petroleum Corporation, a
Colorado corporation ("DP COLORADO"), DPCA
LLC, a Delaware limited liability
company and wholly-owned subsidiary of DP
Colorado ("ACQUISITION"), and the
undersigned stockholders of Castle Energy
Corporation (referred to herein
individually as a "STOCKHOLDER" and
collectively as the "STOCKHOLDERS").
WHEREAS, Holdings, DP Colorado, Acquisition, and Castle Energy
Corporation, a Delaware corporation (the
"COMPANY") have executed that certain
Agreement and Plan of Merger dated as of
November 8, 2005 (the "MERGER
AGREEMENT") whereby Company will be merged
with and into Acquisition, and
Acquisition will be the surviving company
(the "MERGER"); and
WHEREAS, as a condition to its willingness to enter into the
Merger Agreement, Holdings, DP Colorado and
Acquisition have required that each
of the undersigned Stockholders enter into
and each of the Stockholders has
agreed to enter into this Agreement;
and
WHEREAS, Holdings, DP Colorado and Acquisition are relying on
this Agreement and the irrevocable proxies
in incurring expense in reviewing
Company's business, in preparing the Merger
Agreement and in undertaking other
actions necessary for the consummation of
the Merger.
NOW THEREFORE, the parties hereto agree as follows:
1. Each Stockholder hereby represents and warrants to Holdings,
DP
Colorado and Acquisition that such
Stockholder (a) is the registered and
beneficial owner of and has the exclusive
right to vote the shares of capital
stock of Company set forth below his, her
or its name on the signature page
hereto ("SHARES"), and (b) has not entered
into and is not a party of any voting
agreement or voting trust with respect to
the Shares.
2. Each Stockholder agrees that, from and after the date hereof
and
until the date on which this Agreement is
terminated pursuant to Section 6
hereof, at any Company stockholders
meeting, or any adjournment thereof (a
"MEETING"), such Stockholder shall: (a)
appear at each such meeting or otherwise
cause the Shares to be counted as present
thereat for purposes of calculating a
quorum; and (b) vote (or cause to be
voted), in person or by proxy, or deliver a
written consent (or cause a consent to be
delivered) covering, all the Shares,
and any other voting securities of the
Company (whenever acquired), that are
beneficially owned by such Stockholder or
as to which such Stockholder has,
directly or indirectly, the right to vote
or direct the voting, in favor of
approval of the Merger Agreement and the
Merger.
3. Each Stockholder hereby revokes any previously executed proxies
and
hereby constitutes and appoints Roger
Parker and Kevin Nanke (the "PROXY
HOLDER"), each of them individually, with
full power of substitution, as his,
her or its true and lawful proxy and
attorney-in-fact to vote at any Meeting all
of such Stockholder's Shares in favor of
the authorization and approval of the
Merger Agreement, the Merger and the other
agreements and transactions
contemplated thereby, with such
modifications to the Merger Agreement and the
other agreements and transactions
contemplated thereby as the parties thereto
may make.
4. Each Stockholder hereby covenants and agrees that, except as
set
forth on Schedule 1 hereto, until this
Agreement is
