Exhibit 4.12
EXECUTION COPY
VOTING AGREEMENT
THIS AGREEMENT, dated as of November 8, 2006 is made by and
among
MARITIME LOGSITICS US HOLDINGS INC., a Delaware corporation
(hereinafter, the
"Corporation"), and the holders of the common stock of the
Corporation (the "MLI
Shareholders"), certain members and employees of the parent
companies of FMI
Holdco. I, LLC ("FMI"), the principal holders of the common stock
of the TUG
group of logistic companies ("TUG"), and the holder of the issued
shares in the
capital of SeaMaster Logistics (Holding) Limited ("SeaMaster"), all
as set forth
on Exhibit A hereto (the "Shareholders").
W I T N E S S E T H:
WHEREAS, the MLI Shareholders are shareholders of an operating
company (ie: the Corporation) in the logistics business, and the
Corporation
intends to merge into a subsidiary of a public shell corporation to
be
identified ("Parent"), and that upon the consummation of the merger
(the
"Merger") the shares of the Corporation will be exchanged for
shares of Parent;
WHEREAS, upon the consummation of the Merger, the Corporation
intends to acquire the capital stock of FMI and certain of its
parents, the
assets of TUG and certain companies of TUG, and the issued shares
in the capital
of SeaMaster (collectively, the "Acquisitions");
WHEREAS, as a condition to the consummation of the Acquisitions,
the
Shareholders have agreed to execute this Agreement and their
respective
restricted stock agreement;
WHEREAS, pursuant to this Agreement the parties hereto have
agreed
to vote their Shares (as defined below) as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
promises hereinafter set forth, the parties hereto agree as
follows:
1. VOTING
RIGHTS.
This
Agreement represents the agreement of the parties hereto with
respect
to the voting of the shares of Parent common stock to be issued in
the Merger
and Acquisitions and any other capital stock now or hereinafter
acquired by them
(subject to adjustment for any stock splits, stock dividends,
recapitalizations
or similar events, the "Shares"). The Shareholders shall be
entitled to the
number of votes equal to the number of Shares legally and
beneficially owned by
such Shareholder, as adjusted from time-to-time and shall have
voting rights on
all matters which are subject to the vote of the holders of Parent
common stock;
provided, however, the parties hereto hereby agree that they
will
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EXECUTION COPY
not vote to approve a transaction listed below recommended by the
Board of
Directors of Parent, unless approved by the holders of Seventy-Five
Percent
(75%) of the Shares then held by the Shareholders, which approval
shall not be
unreasonably withheld or delayed:
(a)
any increase in
the authorized number of shares of the Parent common
stock;
(b)
any amendment,
modification or change to the Certificate of
Incorporation or By-Laws of Parent.
The Board
of Directors of Parent shall initially consist of seven (7)
members. Unless otherwise agreed by the holders of Seventy-Five
Percent (75%) of
the Shares then held by the Shareholders (excluding any person in
the event of
death or incapacity), the Shareholders shall use commercially
reasonable efforts
to cause the Parent (i) to continue to fix the number of the Board
of Directors
at seven (7) members, and (ii) to nominate each of: Messrs: Robert
Agresti,
Gregory DeSaye, Terrance MacAvery, and Raymer McQuiston for
election as
directors of the Parent at any annual or special stockholder's
meeting of the
Parent. The Shareholders further agree to vote all of the
