EXHIBIT 99.1
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VOTING AGREEMENT
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VOTING AGREEMENT (this "Voting Agreement"), dated as June 6, 2005, by
and among Allstates WorldCargo, Inc., a New Jersey corporation (the "Company"),
Xxxxxx X. Xxxxx, an individual ("Guido"), Xxx XxXxxxxxxx, an individual
("DiGiralomo"), Xxxxxx X. Xxxxxx, an individual ("Xxxxxx") and Xxxxx X.
Xxxxxxxx, an individual ("Xxxxxxxx"), (collectively and individually referred to
as the "Voters").
For good and valuable consideration, including the mutual covenants
contained in the Settlement Agreement as set forth in the Court's Order for
Judgment of May 27, 2005 and attached transcript of settlement of April 5, 2005
("Order"), the parties agree as follows:
1. (a) "Shares" shall mean and include any and all shares of capital
stock of the Company which carry voting rights and shall include any such
shares, options, and warrants now owned or subsequently acquired by each Voter,
however acquired.
(b) For a period commencing as of the date hereof and continuing
until the termination of this Agreement in accordance with its terms, each Voter
hereby irrevocably and unconditionally agrees: (i) to nominate, vote or to cause
to be voted all of the Shares which each such Voter is entitled to vote or, if
applicable, to give written consent with respect to such Shares, for each other
as directors of the Company at any annual, special or other meeting for such
purpose or by written consent and (ii) that any action to expand or in any way
modify the composition of the Board of Directors of the Company from four
directors except as set forth in the Order shall require the unanimous consent
of all of the Voters. It being the intent of the Voters that these provisions
are to ensure that control of the Company's Board of Directors remains as it
presently is except as set forth in the Order (unless changed by unanimous
consent), the Voters agree that no Voter shall exercise any right, in their
capacity as Shareholder, or otherwise, the result of which would be to change
the composition of or control of the Company's Board of Directors without the
consent of all of the Voters.
2. In the event that shareholder action is taken to alter or amend the
Certificate of Incorporation by a vote of the shareholders, the Voters agree to
vote all of their shares unanimously. If the Voters are unable to reach a
unanimous decision, then the Voters agree to reject any change to the existing
Certificate of Incorporation.
3. In the event that shareholder action is taken to alter, amend,
repeal or make new bylaws by a vote of the shareholders, the Voters agree to
vote all of their shares unanimously. If the Voters are unable to reach a
unanimous decision, then the Voters agree to reject any change to the existing
bylaws.
4. (a) During the term of this Agreement, the Voters shall not sell,
dispose of (including by means of gift), pledge, assign the rights to, or
encumber any of the Shares, or enter into any contract, option or other
arrangement or understanding with respect to the Shares or consent to the offer
for sale, sale, transfer, tender, pledge, hypothecation, encumbrance, assignment
/s/ JDC
or other disposition of any of the Shares or any interest therein in any manner
(any or the foregoing being referred to as a "Share Transaction"), without the
prior written consent of all of the Voters, unless the other party to any such
Share Transaction agrees in writing to join and be bound by all of the terms of
this Agreement. Any transferee to whom Shares are transferred by any Voter,
whether voluntarily or by operation of law, shall be bound by all of the
obligations imposed upon the transferor under this Agreement, to the same extent
as if such transferee were a Voter hereunder. No Voter shall transfer any Shares
unless the transferee agrees in writing to be bound by this Agreement.
Notwithstanding the foregoing, the anticipated and upcoming transfer by
DiGiralomo of 1,000,000 shares to his ex-wife Xxxxxx XxXxxxxxxx, pursuant to the
Property Settlement Agreement and the Judgment of Divorce in the divorce action
between them is specifically excluded from the operation of this provision.
(b) During the term of this Agreement, the Voters shall not enter
into any other voting or other agreement or grant any proxy or power of attorney
regarding the Shares which is inconsistent with the Order.
5. The commitments given by the Voters herein shall be binding upon and
inure to the benefit of any and all permitted assignees or transferees of the
Shares as well as the executors, administrators, heirs, successors, assigns,
representatives, in whatever capacity, by operation of law or otherwise, of the
parties hereto. The parties hereto agree that the failure for any reason of a
Voter to perform any of his agreements or obligations under this Agreement would
cause irreparable harm or injury to the other Voters with respect to which money
damages would not be an adequate remedy. Accordingly, each Voter agrees that, in
seeking to enforce this Agreement against such Voter, the Company and the other
Voters shall be entitled to specific performance and injunctive and other
equitable relief in addition to any other remedy available at law, equity or
otherwise.
6. This Agreement shall terminate in its entirety when each of Guido,
DiGiralomo, Xxxxxx and Xxxxxxxx no longer own, control or hold any Shares.
7. Any notice or other communication to be given under this Agreement
shall be in writing and delivered personally or by certified mail, return
receipt requested as follows:
If to the Company:
Allstates WorldCargo, Inc.
0 Xxxx Xxxx, Xxxxx 0
Xxxxx, XX 00000
Attn: Xxx XxXxxxxxxx
Fax: (000) 000-0000
With a copy to:
Allstates WorldCargo, Inc.
0 Xxxx Xxxx, Xxxxx 0
Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx, Esq.
Fax: (000) 000-0000
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If to DiGiralomo:
Xxx XxXxxxxxxx
0000 Xxxx Xxxx
Xxxx Xxxxxxx, XX 00000
If to Xxxxxx:
Xxxxxx X. Xxxxxx
00 Xxxxx Xxxxx Xxxxx
Xxxxx, XX 00000
If to Xxxxxxxx:
Xxxxx X. Xxxxxxxx
00 Xxx Xxxxx
Xxxxxx Xxxxx, XX 00000
With a copy to:
Xxxxxxxxxxx & Xxxxxxxx, LLP
Xxx Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xx Xxxxx, Esq.
Fax: (000) 000-0000
If to Guido:
Xxxxxx X. Xxxxx
Ebb Tide Estate
000 Xxxxx Xxxx Xxxxxx
Xxxxx Xxx, XX 00000
With a copy to:
Xxxxx Xxxxxx, LLP
000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxx, Esq.
Fax: 000.000.0000
8. This Agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey without regard to conflicts of law
principles.
9. Other than the Order, this Agreement constitutes the entire
agreement among the parties with regard to the subject matter described herein
and can be waived, modified, amended or terminated only by a writing signed by
all parties hereto. This Agreement may be executed in counterparts all of which,
when taken together, shall constitute one and the same instrument. Any person
agreeing to be bound to this Agreement subsequent to the date hereof shall
evidence such agreement by executing a joinder agreement in form and substance
reasonably satisfactory to the Company and each Voter.
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10. The parties have participated jointly in the negotiation and
drafting of this Agreement. No provision of this Agreement will be interpreted
for or against any party because that party or his or its legal representative
drafted the provision.
11. If any provision of this Agreement shall be invalid or
unenforceable under applicable law, such provision shall be ineffective to the
extent of such invalidity or unenforceability only, without it affecting the
remaining provisions of this Agreement.
12. Each Voter will promptly after the date hereof surrender to the
Company all certificates representing the Shares, and the Company will place the
following legend on such certificates in addition to any other legend required
thereon:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER, VOTING AND OTHER RESTRICTIONS PURSUANT TO A
VOTING AGREEMENT ENTERED INTO BY THE COMPANY, THE HOLDER OF THIS
CERTIFICATE AND CERTAIN OTHER STOCKHOLDERS OF THE COMPANY, A COPY OF
WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE SECRETARY OF
THE COMPANY.
Upon any placement of the foregoing legend on stock certificates, such
certificates shall promptly be returned to the applicable Voter.
(Remainder of page left intentionally blank.)
/s/ JDC
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(Signature Page to the Voting Agreement)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed "as of the day and year first above written.
ALLSTATES WORLDCARGO, INC.
By:
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Name: Xxx XxXxxxxxxx
Title: President
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Name: Xxxxxx X. Xxxxx
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Name: Xxx XxXxxxxxxx
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Name: Xxxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxxxx
/s/ JDC
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