Exhibit 99.1
VOTING AGREEMENT AND IRREVOCABLE PROXY
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 ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ (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 terminated in accordance
with its terms, each Stockholder will not, and will not agree to, without the
consent of DP Colorado: (a) directly or indirectly, sell, transfer, assign,
pledge, hypothecate, cause to be redeemed, or otherwise dispose of any of the
Shares; (b) grant any proxy or interest in or with respect to any such Shares;
(c) deposit such shares into a voting trust; or (d) enter into another voting
agreement or arrangement with respect to such Shares except as contemplated by
this Agreement, unless the Stockholder causes the transferee of such Shares to
deliver to DP Colorado an amendment to this Agreement whereby such transferee or
other holder becomes bound by the terms of this Agreement.
5. The Stockholders acknowledge that Holdings, DP Colorado and
Acquisition are relying on this Agreement in incurring expense in reviewing
Company's business, in preparing for the Merger and in undertaking other actions
necessary for the consummation of the transactions contemplated in the Merger
Agreement and that the proxy granted hereby is coupled with an interest and is
irrevocable to the full extent permitted by applicable law, including Section
212 of the Delaware General Corporation Law. The Stockholders acknowledge that
the performance of this Agreement is intended to benefit Holdings, DP Colorado
and Acquisition.
6. The voting agreement and irrevocable proxy granted pursuant
hereto shall continue in effect until the earlier to occur of (a) the
termination of the Merger Agreement, as it may be amended or extended from time
to time, or (b) the consummation of the Merger.
7. This Agreement may not be modified, amended, altered or
supplemented in any respect except upon the execution and delivery of a written
agreement executed by Holdings, DP Colorado, Acquisition, and the Stockholders.
8. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.
9. This Agreement, together with the Merger Agreement and the
agreements contemplated thereby, embody the entire agreement and understanding
of the parties hereto in respect to the subject matter contained herein. This
Agreement supersedes all prior agreements and understandings among the parties
with respect to the subject matter contained herein.
10. All notices, requests, demands, and other communications
required or permitted hereby shall be in writing and shall be deemed to have
been duly given if delivered by hand or by certified or registered mail (return
receipt requested) with postage prepaid to the addresses of the parties hereto
set forth on below their signature on the signature pages hereof or to such
other address as any party may have furnished to the others in writing in
accordance herewith.
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11. The parties agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms. It is accordingly agreed that the parties
shall be entitled to specific performance of the terms hereof, this being in
addition to any other remedy to which they are entitled at law or in equity.
Each of the parties further agrees to waive any requirements for the securing or
posting of any bond in connection with obtaining any such equitable relief.
12. This Agreement and the relations among the parties hereto
arising from this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Delta Petroleum Corporation
/s ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Delta Petroleum Corporation
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
DPCA LLC, by its Sole Member
-4-
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
Estate of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇, by ▇▇▇▇▇ ▇.
▇▇▇▇▇▇, Executor
1,434,699 Shares
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
55,925 Shares
/s/ ▇▇▇▇▇▇▇ ▇. Staedlter
-----------------------------------------------
▇▇▇▇▇▇▇ ▇. Staedlter
74,600 Shares
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
36,000 Shares
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
62,000 Shares
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
111,000 Shares
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
78,000 Shares
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
-----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
218,784 Shares
/s/ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
61,385 Shares
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
189,885 Shares
-5-
Schedule 1
Estate of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇ may sell up to 150,000 Shares
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III may each sell up
to 33,333 Shares, subject to the right to reapportion such number among
themselves as they shall determine
FIRST AMENDMENT TO VOTING AGREEMENT AND IRREVOCABLE PROXY
This is the First Amendment to the Voting Agreement and Irrevocable Proxy
(the "Voting Agreement") made as of November 28, 2005 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
(the "Stockholders").
RECITALS
WHEREAS, in connection with an Agreement and Plan of Merger (the "Merger
Agreement") dated as of November 8, 2005 by and among Holdings, DP Colorado,
Acquisition and Castle Energy Corporation, a Delaware corporation ("Castle"),
the Stockholders entered into the Voting Agreement pursuant to which the
Stockholders agreed, among other things, to vote their shares in Castle in favor
of the Merger Agreement and the merger contemplated therein; and
WHEREAS, Holdings, DP Colorado, Acquisition and the Stockholders wish to
modify the Voting Agreement by entering into this First Amendment to the Voting
Agreement to reflect the changes specifically set forth below.
AGREEMENT
NOW, THEREFORE, in accordance with Section 7 of the Voting Agreement,
Holdings, DP Colorado, Acquisition and the Stockholders agree as follows:
1. Schedule 1 to the Voting Agreement is amended and restated as follows:
"Schedule 1
Estate of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ may sell up to an
aggregate of 150,000 Shares
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III may each sell
up to 33,333 Shares, subject to the right to reapportion such number among
themselves as they shall determine"
2. This First Amendment is effective as of November 28, 2005 (the "Effective
Date").
3. Except as modified by this First Amendment, the Voting Agreement shall
remain in full force and effect.
[Signature pages follow]
IN WITNESS WHEREOF, the parties have executed this First Amendment as of the
Effective Date above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Delta Petroleum Corporation
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Delta Petroleum Corporation
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
DPCA LLC, by its Sole Member
2
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Estate of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇, by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Executor
1,434,699 Shares
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
55,925 Shares
/s/ ▇▇▇▇▇▇▇ ▇. Staedlter
---------------------------------------------------
▇▇▇▇▇▇▇ ▇. Staedlter
74,600 Shares
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
36,000 Shares
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
62,000 Shares
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
111,000 Shares
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
78,000 Shares
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
---------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
218,784 Shares
/s/ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
61,385 Shares
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
189,885 Shares
3