VOTING AGREEMENT
CADENCE RESOURCES CORPORATION
BOARD OF DIRECTORS
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TABLE OF CONTENTS
1. Voting
Agreement..........................................................1
1.1 Board
Composition....................................................1
1.2 Size of the
Board....................................................2
1.3 Removal of Board
Members.............................................2
2.
Term......................................................................2
3. Specific
Enforcement......................................................2
4.
Miscellaneous.............................................................2
4.1 Transfers, Successors and
Assigns....................................2
4.2 Governing
Law........................................................3
4.3 Counterparts;
Signatures.............................................3
4.4 Titles and
Subtitles.................................................3
4.5
Notices..............................................................3
4.6
Amendment............................................................3
4.7
Severability.........................................................3
4.8 Delays or
Omissions..................................................4
4.9 Entire
Agreement.....................................................4
4.10 Legend on
Share Certificates.........................................4
4.11 Execution
by the Company.............................................4
4.12 Stock
Splits, Stock Dividends,
Etc...................................4
4.13 Covenants
of the Company.............................................4
4.14 Manner of
Voting; Grant of Proxy.....................................5
4.15 Costs of
Enforcement.................................................5
4.16 Additional
Investors.................................................5
4.17 Spousal
Consent......................................................5
Schedule A -
Key Holders
Schedule B -
Investors
Exhibit 1 -
Adoption Agreement
Exhibit 2 -
Consent of Spouse
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VOTING AGREEMENT
THIS
VOTING AGREEMENT (the "AGREEMENT") is made and entered into
effective
as of this [__] day of __________________, 2005, by and among
Cadence Resources
Corporation, a Utah corporation (the "COMPANY"), and the
stockholders of the
Company and holders of proxies to vote the capital stock of the
Company listed
on Schedule A hereto, together with any transferees who become
subject to the
provisions of this Agreement pursuant to Section 4.1 (collectively,
the
"STOCKHOLDERS"). The Company and the Stockholders are individually
referred to
in this Agreement as a "PARTY" and are collectively referred to in
this
Agreement as the "PARTIES."
RECITALS:
A.
Concurrently with the execution of this Agreement, Aurora Energy,
Ltd.,
a Nevada corporation ("Aurora") is merging with Aurora Acquisition
Corp, a
Nevada corporation and wholly owned subsidiary of the Company
("ACQUISITION
SUB"), pursuant to which Aurora will become a wholly owned
subsidiary of the
Company (the "MERGER"). Aurora shareholders will exchange their
Aurora common
stock for Cadence common stock as a part of the merger.
B. As a
part of the Merger closing, certain key stockholders of the
Company are issuing proxies to representatives of Aurora, to
facilitate
implementation of the agreement of the parties that Aurora's
management team
will manage the Company from the effective date of the Merger
forward, replacing
the Company's previously existing management. The proxies are to
remain in
effect for a period of 36 months.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing and the
mutual
promises contained herein, the Parties agree as follows:
1. VOTING
AGREEMENT.
1.1 BOARD COMPOSITION. Each Stockholder agrees to vote all of
Stockholder's shares of voting securities in the Company, whether
now owned or
hereafter acquired or which Stockholder may be empowered to vote by
proxy or
otherwise (collectively, the "SHARES"), from time to time and at
all times, in
whatever manner shall be necessary to ensure that at each annual or
special
meeting of stockholders of the Company at which an election of
directors is held
or pursuant to any written consent of the stockholders of the
Company, the
following persons shall be elected to serve on the Company's Board
of Directors:
(a) Five directors designated by William W. Deneau ("W.
DENEAU"), who shall initially be William W. Deneau, Earl V. Young,
Gary J.
Myles, Richard Deneau, and Ronald E. Huff; and
(b) Two directors designated by W. Deneau from among the
Company's Board of Directors immediately before closing of the
Merger, who shall
initially be Howard Crosby and Kevin Stulp.
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1.2 SIZE OF THE BOARD. Each Stockholder agrees to vote all of
Stockholder's Shares from time to time and at all times, in
whatever manner
shall be necessary to ensure that the size of the Board shall be
set and remain
at seven directors.
1.3 REMOVAL OF BOARD MEMBERS. Each Stockholder also agrees to
vote
all of the Stockholder's Shares from time to time and at all times
in whatever
manner as shall be necessary to ensure that (i) no director elected
pursuant to
Section 1.1 may be removed from office unless (A) the removal is
directed or
approved by the affirmative vote of the person or entity entitled
under Section
1.1 to designate that director, or (B) the person or entity
originally entitled
to designate or approve the director pursuant to Section 1.1 is no
longer so
entitled to designate or approve the director; and (ii) any
vacancies created by
the resignation, removal or death of a director elected pursuant to
Section 1.1
shall be filled pursuant to the provisions of Section 1.1. Each
Stockholder
agrees to execute any written consents required to effectuate the
obligations of
this Agreement, and the Company agrees at the request of any Party
entitled to
designate directors, to call a special meeting of stockholders for
the purpose
of electing directors or to initiate an election by written
consent.
2. TERM.
This Agreement shall continue in effect until and shall
terminate
on the earlier of 36 months after its effective date or the date of
W. Deneau's
death.
3.
SPECIFIC ENFORCEMENT. Each Party acknowledges and agrees that the
other
Parties will be irreparably damaged if any of the provisions of
this Agreement
are not performed by the Parties in accordance with their specific
terms or are
otherwise breached. Accordingly, it is agreed that each of the
Company and the
Stockholders are entitled to obtain an injunction to prevent
breaches of this
Agreement and to specific enforcement of this Agreement and its
terms and
provisions in any action instituted in any court of the United
States or any
state having subject matter jurisdiction, in addition to any other
remedy to
which the Parties may be entitled at law or in equity.
4.
MISCELLANEOUS.
4.1 TRANSFERS, SUCCESSORS AND ASSIGNS.
(a) The terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the respective successors and
assigns of the
Parties. Nothing in this Agreement, express or implied, is intended
to confer
upon any party other than the Parties hereto or their respective
successors and
assigns any rights, remedies, obligations, or liabilities under or
by reason of
this Agreement, except as expressly provided in this Agreement.
(b) Each transferee or assignee of the Shares subject to this
Agreement shall continue to be subject to the terms hereof, and, as
a condition
to the Company's recognizing the transfer, each transferee or
assignee shall
agree in writing to be subject to the terms of this Agreement by
executing and
delivering an Adoption Agreement substantially in the form attached
hereto as
Exhibit 1. Upon the execution and delivery of an Adoption Agreement
by a
transferee, the transferee shall be deemed to be a Party hereto as
if the
transferee's signature appeared on the signature pages of this
Agreement. By
execution of this Agreement or of any Adoption Agreement, each of
the Parties
appoints the Company as its attorney in fact for the purpose of
executing an
Adoption Agreement that is required to be delivered under the terms
of this
Agreement. The Company shall not permit the transfer of the Shares
subject to
this Agreement on its books or issue a new certificate representing
the Shares
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unless and until the transferee has complied with the terms of this
Section 4.1.
Each certificate representing the Shares subject to this Agreement
if issued on
or after the date of this Agreement shall be endorsed by the
Company with the
legend set forth in Section 4.10. Nothing in this Agreement,
express or implied,
is intended to confer upon any party other than the Parties or
their respective
executors, administrators, heirs, successors and assigns any
rights, remedies,
obligations, or liabilities under or by reason of this Agreement,
except as
expressly provided in this Agreement.
4.2 GOVERNING LAW. This Agreement shall be governed by and
construed
in accordance with the General Corporation Law of the State of Utah
as to
matters within the scope thereof, and as to all other matters shall
be governed
by and construed in accordance with the internal laws of the State
of Michigan,
without regard to its principles of conflicts of laws.
4.3 COUNTERPARTS; SIGNATURES. This Agreement may be executed in
two
or more counterparts,
