TENDER AND VOTING AGREEMENTTender and Voting Agreement • October 28th, 2011 • Statoil Asa • Petroleum refining • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”), is dated as of October 17, 2011, by and among STATOIL ASA, a public limited liability company organized under the laws of Norway (“Parent”), FARGO ACQUISITON INC., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), each of the Persons set forth on Schedule 1 hereto in the capacity of a stockholder of the Company (each such listed Person, a “Stockholder”).
June 17, 2011 Brigham Exploration Company 6300 Bridgepoint Parkway Building Two, Suite 500 Austin, Texas 78730 Attention: Eugene B. Shepherd, Jr. Subject: Non-Solicitation Agreement Dear Gene:Statoil Asa • October 28th, 2011 • Petroleum refining
Statoil Texas Onshore Properties LLC, a Delaware limited liability company (together with its affiliates, “STOP”), has commenced discussions with Brigham Exploration Company, a Delaware corporation (“Target”), regarding the possible acquisition of Target by STOP (the “Proposed Transaction”). Target recognizes that STOP’S continued evaluation, pursuit and negotiation of the Proposed Transaction would require the expenditure of significant additional time, effort and resources, both internal and external, by STOP. STOP has communicated to Target that STOP will not proceed with its evaluation unless Target enters into this letter agreement. In consideration for, among other things, the willingness of STOP to devote such time, effort and resources in connection with the pursuit of the Proposed Transaction, the parties, intending to be legally bound, hereby agree as follows (this “Agreement”):
BRIGHAM EXPLORATION COMPANY 6300 Bridge Point Parkway. Building Two, Suite 500 Austin, Texas 78730 October 27, 2011Letter Agreement • October 28th, 2011 • Statoil Asa • Petroleum refining • Delaware
Reference is hereby made to that certain Agreement and Plan of Merger (the “Agreement”) dated as of October 17, 2011 between STATOIL ASA, a public limited liability company organized under the laws of Norway (“Parent”), FARGO ACQUISITION INC., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and BRIGHAM EXPLORATION COMPANY, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined will have the meaning given to those terms in the Agreement.
