Exhibit 99.1
DGSE COMPANIES, INC.
SUPPORT AGREEMENT
THIS
SUPPORT AGREEMENT is made and entered into as of January 6, 2007
(this
"Agreement"), by and
among (i) DGSE Companies, Inc., a Nevada corporation
(together with its successors and permitted assigns, "Parent"), (ii) Superior
Galleries, Inc., a Delaware corporation (f/k/a Tangible Asset
Galleries, Inc., a
Nevada corporation) (together with its successors, the "Company"),
and (iii) the
undersigned
stockholders of Parent
(each, solely in its capacity as such a
stockholder, a "Stockholder").
R E C I T A L S
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WHEREAS, Parent,
DGSE Merger Corp., a
Nevada corporation
("Merger Sub"),
the Company, and Stanford International Bank Ltd., a corporation
organized under
the laws of Antigua and Barbuda (together with its successors, "SIBL"), as
stockholder agent, have entered into that certain Amended and
Restated Agreement
and Plan of Merger and
Reorganization,
made and entered into as of the date
hereof (the "Merger Agreement");
WHEREAS, the
respective Boards of Directors of Parent, Merger Sub and the
Company have approved and declared advisable the Merger Agreement
and the merger
of Merger Sub with and into the Company (the "Merger"), with the Company being
the surviving
corporation, upon the
terms and subject to the conditions of the
Merger Agreement;
WHEREAS, in the
Merger, one hundred percent (100%) of the issued and
outstanding shares of
common stock of the Company (the "Company Common Stock")
will be converted into
the right to receive
shares of common stock, par value
$0.01 per share, of
Parent (the "Parent Common Stock") (as set forth in Article
III of the Merger
Agreement), on the
terms and subject to the conditions set
forth in the Merger Agreement and in accordance with the General
Corporation Law
of the State of Delaware (the "DGCL") and Chapters 78 and
92A of Title 7 of the
Nevada Revised Statutes (the "NPCA");
WHEREAS, each
Stockholder is the beneficial owner of such number of shares
of Parent Common Stock as is indicated on such Stockholder's signature page to
this Agreement;
WHEREAS, approval
of the Merger by the stockholders of Parent is a
condition precedent
to the obligation of each of Parent and the Company to
consummate the Merger or other Transactions;
WHEREAS, the Company has incurred, and may continue to incur,
substantial
expenses related
to the evaluation, negotiation and consummation of the
Transactions, the Merger Agreement and the Related Agreements;
WHEREAS, the execution and deliver of this Agreement by the
Stockholders is
a condition precedent to the execution and delivery by the Company
of the Merger
Agreement and constitutes a material inducement for the Company
therefor; and
WHEREAS, in
consideration
of and as a condition
to the execution of
the
Merger Agreement by
the Company, each
Stockholder
(solely in its
capacity as
such) agrees to vote
all Shares (as such term is defined below) of Parent over
which such Stockholder has voting power so as to facilitate
consummation of
the
transactions contemplated by the Merger Agreement.
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A G R E E M E N T
-----------------
NOW,
THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this
Agreement, and for
other good and
valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto
(collectively, the
"Parties"), intending to be legally bound, hereby agree as
follows:
1.
Certain Definitions. Capitalized terms used but not defined herein
shall
have the respective
meanings ascribed thereto in the Merger Agreement. Unless
otherwise expressly provided herein, the following terms,
whenever used in
this
Agreement, shall have the meanings ascribed to them below:
(a) "Expiration Date"
means the earliest to occur of (i) such date and
time as the Merger
Agreement shall have been terminated pursuant to Article IX
thereof, (ii) the Effective Time, and (iii) the written agreement
of the parties
hereto.
(b) "Merger Votes" means each of the following:
(1) in favor of
approval and
adoption of the Merger
or any other
Transaction, the
Merger Agreement
(including any Amendment thereto approved by
the Board of Directors of the Company), the Related Agreements, or any matter
that could reasonably be expected to facilitate the Merger;
(2) against
any proposal or action that could reasonably be
expected to delay,
impede or interfere
with the approval of
the Merger or any
other Transaction;
(3) against
any action or agreement that could reasonably be
expected to result in a Breach of any covenant, representation or warranty or
any other obligation of Parent under the Merger Agreement or any Related
Agreement to which Parent is a party or signatory;
(4) in favor of the amendment to the Parent Articles of
Incorporation to increase the number of authorized shares of Parent
Common Stock
to 30,000,000 shares; and
(5) in favor of any other matter relating to the execution and
delivery of the Related Agreements and the proper and prompt
consummation of the
Transactions.
(c) "New Shares"
means, with respect to
any Stockholder,
all Equity
Interests in Parent
that such Stockholder
purchases or with respect to which
such Stockholder
otherwise acquires beneficial ownership after the date hereof,
including (i) any
Equity Interests
acquired by gift or
succession or means of
dividend or distribution, and (ii) any Equity Interests
issued or issuable upon
the conversion,
exercise or exchange,
as the case may be, of any Securities or
Commitments of Parent which are convertible into, or exercisable or
exchangeable
for, Equity Interests of Parent.
(d) "Original
Shares" means, with respect to any Stockholder, all
Equity Interests of Parent beneficially owned by such Stockholder
as of the date
of this Agreement.
(e) "Shares" means, with respect to any Stockholder all Original
Shares
and New Shares beneficially owned from time to time by such
Stockholder.
2.
Restrictions on Transfer of Shares.
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(a) Restrictions
on Transfer of Shares. Except as otherwise
contemplated by the Merger Agreement, each Stockholder agrees not to cause or
permit, or to attempt
to effect, directly or
indirectly,
any Transfer of or
Encumbrance on its Shares, and any such purported Transfer or
Encumbrance shall
be null and void ab initio.
(b) Transfer of Voting Rights. Except as otherwise contemplated by the
Merger Agreement or the Related Agreements, each Stockholder agrees not to
(i)
deposit (or permit the deposit of) any Shares in a voting
trust, or (ii) grant
any proxy or power of
attorney or enter into
any voting agreement
or similar
agreement or
authorization
in contravention of its obligations under this
Agreement with respect to any Shares.
(c) No Conflicts. Each Stockholder shall not take any other action
that
would in any way restrict, limit or interfere or conflict
with the
performance
of its obligations under this Agreement, the Merger Agreement or the
Transactions.
3.
Agreement to Vote Shares. At every meeting of the stockholders of
Parent, however
called, and at every adjournment or postponement thereof, and
for every action or approval by consent of the stockholders of Parent,
in each
case related
or potentially related to the Merger Votes, each Stockholder
(solely in its
capacity as such)
shall (A) sign and
deliver such
consent to
Parent if consistent with the Merger Votes, (B) not sign such consent if
inconsistent with the
Merger Votes,
(C) appear at such
meeting or
otherwise
cause its Shares to be counted as present thereat for purposes of
establishing a
quorum, and (D) vote,
or cause to be voted,
its Shares strictly in
accordance
with the Merger Votes.
4.
Irrevocable and
Exclusive Proxy.
Concurrently
with the execution
and
delivery of this Agreement, each Stockholder agrees to deliver
to the Company a
duly executed Irrevocable Proxy and Power Of Attorney substantially in the form
attached hereto as
Exhibit A (the "Proxy"), which shall be irrevocable
during
the term of this
Agreement to the
fullest extent permissible by law, with
respect to the Shares. Each Stockholder expressly acknowledges that
the Proxy is
coupled with an
interest. Each
Stockholder
hereby revokes any and all prior
proxies, powers of
attorney or similar
authorizations in respect of any Shares
to the extent related to the Merger Votes.
5.
Representations and
Warranties of Stockholder. Each Stockholder hereby
represents and warrants to the Company as follows:
(a) Title to Securities. Such Stockholder is the beneficial
owner and,
to the extent indicated, record holder of the Equity Interests of
Parent and the
options, warrants,
convertible notes and
other Commitments of Parent indicated
on the signature page hereof, free and clear of any Encumbrance that, in each
case, would
deprive the Company of the benefits of this Agreement. Such
Stockholder has
identified on the
signature page of this Agreement any nominee
or agent or other
Person in whose name
any Shares
beneficially owned by
such
Stockholder are held, and contact information relating to such
Person.
(b) No Other Securities. Such Stockholder does not beneficially own
any
Securities of Parent other than the Equity Interests in Parent and the
options,
warrants, convertible
notes and other
Commitments of Parent
indicated on the
signature page hereof.
(c) Authorization.
Such Stockholder has the full power and
authority
(if an Entity), or the
full legal capacity (if an individual), to make, enter
into and carry out the terms of this Agreement and the Proxy. This
Agreement and
the Proxy have been duly executed and delivered by such Stockholder and
constitute its legal, valid and binding obligations, enforceable against it in
accordance with their respective terms.
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(d) No Conflicts
or Consents. The execution and delivery of this
Agreement and the Proxy by such Stockholder do not, and the
performance of this
Agreement and the
Proxy by such
Stockholder will not,
(i) conflict with or
violate any Law or Order applicable to such Stockholder or to which
it or any of
its Properties is or may be subject or affected, or (ii) result in
or constitute
a Breach of, or result (with or without notice or lapse of time) in
the creation
of any Encumbrance on
any of the Shares pursuant to, any Contract to which such
Stockholder is a party or by which such Stockholder or any of its
affiliates or
Property is or may be bound or affected. The execution and delivery of this
Agreement and the Proxy by such Stockholder do not, and the
performance of this
Agreement and the Proxy by such Stockholder will not, require any
Consent of any
Person.
6.
Covenants of Parent.
(a) No Registration
of Transfers. Parent shall not register the
Transfer of any Shares, or any Commitments for Equity
Interests of Parent,
of
any Stockholder on the
stock record books,
records or ledgers of Parent at any
time prior to the Expiration Date. Parent shall issue stop-transfer
instructions
to each transfer agent (if any) for any class or series of its
Equity Interests,
instructing each such
transfer agent not to register any Transfer of any Shares
during the term hereof except in compliance with the terms of this
Agreement.
(b) Filing of Proxies.
Parent shall promptly
file each Proxy with the
corporate secretary of Parent.
(c) Notice of
Conflict. Parent
shall notify the Company as soon as
practicable, but in
any event within one
business day, if it
receives (i) any
proxy, power of
attorney or similar authorization or any revocation which
purports to revoke or otherwise conflicts with any Proxy, or (ii)
any request or
notice of Transfer of any Shares of any Stockholder.
7.
New Shares. Parent and
each Stockholder agree
that New Shares shall be
subject to the terms and conditions of this Agreement to the same extent as
if
they constituted
Original Shares. Each
Stockholder shall promptly, and in any
event within two business days, notify the Company of the number
of New Shares
it acquires from time to time.
8. Permitted
Activities.
Nothing in this
Agreement shall be
construed to
(i) require any Stockholder to exercise any option, warrant or other Commitment
to acquire Equity
Interests in Parent,
or (ii) prohibit any
Stockholder from
engaging in a net exercise of any option, warrant or other
Commitment to acquire
Equity Interests of Parent in accordance with the terms
thereof.
9.
Stock Certificates
Legends
