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EXHIBIT 99.1
VOTING AGREEMENT
THIS VOTING AGREEMENT is made and entered into this 1st day of July,
1998, by and among Xxxxx Xxxxxxx ("Xxxxxxx"), Xxxxx Xxxxxxxx ("Xxxxxxxx") and
Xxxx XxXxxxx ("XxXxxxx") (hereinafter referred to collectively as
"Stockholders").
W I T N E S S E T H:
WHEREAS, Xxxxxxx is the beneficial owner of shares of Common Stock,
$0.01 par value per share (the "Common Stock"), of Craftmade International,
Inc., a Delaware corporation (the "Company"); and
WHEREAS, Craftmade, Xxxxxxxx and XxXxxxx are parties to that certain
Merger Agreement (the "Merger Agreement"), dated as of July 1, 1998, by and
among Craftmade, Trade Source International, Inc., a Delaware corporation, Xxxxx
and Xxxxxx Xxxxxxxx, XxXxxxx, the Xxxxx Family Trust, Xxxxx Xxxxxxxxxx, the
Bezzco Inc. Employee Retirement Trust and Trade Source International, Inc., a
California corporation; and
WHEREAS, as an inducement for the Stockholders to enter into the Merger
Agreement, Xxxxxxx wishes to provide that his shares of Common Stock shall be
voted in favor of the Stockholders in the event that either one or both become
nominated to the Board of Directors of the Company.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter contained, to induce the Stockholders to enter into the
Merger Agreement and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is hereby agreed as follows:
Section 1. Notification of the Stockholders. No later than forty-five
(45) days prior to the annual meeting of the stockholders of Craftmade, which is
currently held on the 31st day of October, each of the Stockholders may provide
written notice to Xxxxxxx of his desire to be nominated to the Board of
Directors of Craftmade.
Section 2. Voting of Shares. If Xxxxxxx receives notice as provided in
Section 1 from either of the Stockholders, or both, Xxxxxxx shall vote or cause
to be voted all shares of Common Stock owned by Xxxxxxx at such time, along with
all shares of Common Stock over which Xxxxxxx has a sole proxy (collectively,
the "Shares"), at such annual meeting of the stockholders of Craftmade, and any
and all adjournments thereof, or by written consent or otherwise, at all times
during the term of this Agreement, in favor of Xxxxxxxx or XxXxxxx or both, as
applicable, as directors of Craftmade. Except as expressly provided herein, this
Agreement shall not impair any rights or benefits connected with or relating to
the Shares and accruing to Xxxxxxx, including without limitation, the right to
any dividend or other distribution on the Shares.
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Section 3. Term. The term of this Agreement shall commence on the date
hereof (which is the date of execution hereof) and shall continue until the
earliest of the date (i) three years from the date of this Agreement, (ii) on
which all of the parties hereto by mutual agreement terminate this Agreement or
(iii) on which the employment of the Stockholders with the Company, or any
subsidiary thereof, is terminated; provided, however, that if the employment of
only one of the Stockholders is terminated, this Agreement shall be terminated
only with respect to such Stockholder but shall continue with respect to the
other Stockholder.
Section 4. Agreement; Enforceability. The Stockholders jointly and
severally agree that counterpart of this Agreement shall be deposited at the
principal place of business of the Company in Coppell, Texas, and shall be open
to inspection by any holder of Common Stock of the Company, in person or by
agent or attorney. This Agreement shall be specifically enforceable by the
Stockholders in a court of competent jurisdiction, which remedy shall be in
addition to and not exclusive of any other remedies that may be available to
them at law or in equity.
Section 5. Place of Performance. This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware. The appropriate
state or federal courts located in Dallas County, Texas shall have venue over
all matters arising under this Agreement and will be the proper forums in which
to adjudicate such matters.
Section 6. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one and the same
instrument.
Section 7. Severability. If any term or provision of this Agreement
shall be held to be invalid or unenforceable for any reason, such term or
provision shall be ineffective to the extent of such invalidity or
unenforceability without invalidating the other terms and provisions hereof, and
this Agreement shall be construed as if such invalid or unenforceable term or
provision had not been contained herein.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement and duly delivered the same or caused the same to be duly delivered on
their behalf on the date first above written.
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ Xxxx XxXxxxx
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Xxxx XxXxxxx
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