IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLORADO
Judge Christine M. Arguello
 
 
   
  STIPULATION AND AGREEMENT OF SETTLEMENT AND RELEASE
 Settlement Agreement Action Parties




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I. BACKGROUND
 A. The Merger Agreement
 American Merger Agreement Hess Proposed Merger
 B. The Consolidated Colorado Federal Action
 Individual Defendants Finkel Action
 Cobb v. American Oil & Gas, Inc., et al., Cobb Action
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Feinman v. American Oil & Gas, Inc., et al., Feinman Action
 Veigel v. American Oil & Gas, Inc et al., Veigel Action
 Motion to
Consolidate
 Expedited Discovery Stipulation
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Finkel v. American Oil & Gas, Inc. Consolidated
Colorado Federal Action
 Preliminary Injunction Motion
 Consolidated
Complaint
 inter alia
 C. The Related Actions
 Related
Actions
 (i)
    
    Richard Buckman, Individually and on Behalf of All Others Similarly Situated
v. American Oil & Gas, et al., Case No. 10 DC 00322, filed in the
First Judicial District Court of the State of Nevada in and for Carson City (the
Buckman Action);
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(ii)
    
    Joseph Luvara, Individually and on Behalf of All Others Similarly Situated v.
American Oil & Gas, et al., Case No. 10-DC-0032-1B, filed in the First Judicial
District Court of the State of Nevada in and for Carson City (the Luvara
Action);
 (iii)
    
    Michael Kunaman, Individually and on Behalf of All Others Similarly Situated
v. American Oil & Gas, et al., Case No. 10 CV 002484, filed in the Second Judicial
District Court of the State of Nevada in and for the county of Washoe (the Kunaman
Action), and
 (iv)
    
    Jeffrey Veigel, Individually and on Behalf of All Others Similarly Situatedv.
American Oil & Gas, et al., 1:10-CV-01852-MSK, filed in the District Court of the State
of Colorado For the City and County of Denver (the Veigel State
Action).
 Related Plaintiffs
 Transfer
Motion
 D. Expedited Discovery Proceedings
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E. The Proxy Statement
 Preliminary Proxy Statement SEC
 Amended Preliminary Proxy Statement
 F. Settlement Discussions
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NOW, THEREFORE, THE PARTIES AGREE TO SETTLE THIS ACTION AND THE SETTLED AND RELEASED CLAIMS
(SUBJECT TO APPROVAL OF THE COURT) ON THE FOLLOWING TERMS:
 II. DEFINITIONS
  Attorneys Fees and Expenses Award
 Consolidated Complaint
 Court
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Defendants
 Defendants Counsel
 Effective Date
 Final Court Approval Alternative Judgment
 Final Judgment and Order
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Individual Defendants
 Interest Rate
 Notice
 Parties
 Person
 Plaintiffs
 Plaintiffs Counsel
 Preliminary Approval Order
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Related Plaintiffs
 Release
 Releasees
 Releasors
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Settled and Released Claims provided however
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Settlement
 Settlement Agreement
 Settlement Class Settlement Class Member
 Settlement Hearing
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Unknown Claims
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III. TERMS OF THE SETTLEMENT
 A. Supplemental Disclosures
 Plaintiffs Supplemental Disclosures
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B. Release, Waiver, And Order of Dismissal
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C. Class Certification For Settlement Only
   IV. SUBMISSION TO JURISDICTION OF COURT
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V. NOTICE TO MEMBERS OF THE CLASS AND RIGHT OF COMMUNICATION
 A. Notice
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B. Right of Communication with Stockholders
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C. Media Communications
 provided however
 VI. OBJECTIONS TO THE SETTLEMENT
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VII. ATTORNEYS FEES AND EXPENSES
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and
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VIII.
ORDER PRELIMINARILY APPROVING CLASS ACTION SETTLEMENT AND NOTICE, AND SETTING SETTLEMENT
HEARING
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IX. FINAL APPROVAL, FINAL JUDGMENT AND ORDER APPROVING
CLASS ACTION SETTLEMENT
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res judicata
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provided however
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X. MODIFICATION OR TERMINATION OF THE SETTLEMENT AGREEMENT
 provided however
  Termination Notice
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XI. NO ADMISSION OF WRONGDOING
  XII. CONDITIONS OF SETTLEMENT
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XIII. MISCELLANEOUS PROVISIONS
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(i)
    
    If to Defendants Counsel, then to:
 
 
 (ii)
    
    If to Plaintiffs Counsel, then to:
 
 
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th
 
 
 th
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IT IS SO STIPULATED AND AGREED THIS __ DAY OF NOVEMBER 2010
 PATTON BOGGS LLP
 /s/ Philip M. SmithBy:
    
    Philip M. Smith
 
 Counsel Defendants American Oil & Gas, Inc., Patrick D. OBrien, Andrew P. Calerich, Jon R.
Whitney, Nick DeMare, C. Scott Hobbs, and Joseph B. Feiten
 WHITE & CASE LLP
 /s/ Glenn M. KurtzBy:
    
    Glenn M. Kurtz
 
 Counsel for Defendants Hess Corporation and Hess Investment Corp.
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BRAGAR WEXLER EAGEL & SQUIRE, PC
 /s/ Lawrence P. EagelBy:
    
    Lawrence P. Eagel
 
 Counsel for Plaintiff Jeffrey P. Feinman
 HARWOOD FEFFER LLP
 /s/ James G. FlynnBy:
    
    James G. Flynn
 th
 Counsel for Plaintiff Jeffrey Veigel
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POMERANTZ HAUDEK GROSSMAN & GROSS LLP
 /s/ H. Adam PrussinBy:
    
    H. Adam Prussin
 
 Counsel for Plaintiff Morton Finkel
 ROBBINS GELLER RUDMAN & DOWD LLP
 /s/ David T. WissbroeckerBy:
    
    David T. Wissbroecker
 
 Counsel for Plaintiffs Richard Buckman, Joseph V. Luvara, and Michael Kunaman
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DYER & BERENS LLP
 /s/ Darby KennedyBy:
    
    Darby Kennedy
 th
 Counsel for Plaintiffs Morton Finkel, Jeffrey Veigel, and Jeffrey P. Feinman
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