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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 count
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