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,
