-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RouiCCsD6BEdI1ZdLujCLP6xAaMqt0e41Og88Od+UW9xy36AItv6wEukKTRpvfpt rB6YWLn9xmEBC1DMNgVDUg== 0000950144-00-006287.txt : 20000512 0000950144-00-006287.hdr.sgml : 20000512 ACCESSION NUMBER: 0000950144-00-006287 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U S TECHNOLOGIES INC CENTRAL INDEX KEY: 0000810130 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 731284747 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51793 FILM NUMBER: 625844 BUSINESS ADDRESS: STREET 1: 2001 PENNSYLVANIA AVE NW STE 675 STREET 2: SUITE 300 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 7705654311 MAIL ADDRESS: STREET 1: 3901 ROSWELL ROAD STREET 2: SUITE 300 CITY: MARIETTA STATE: GA ZIP: 30062 FORMER COMPANY: FORMER CONFORMED NAME: CAREAMERICA INC DATE OF NAME CHANGE: 19890720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARREN JAMES V CENTRAL INDEX KEY: 0001048744 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6525 THE CORNERS PARKWAY STREET 2: SUITE 300 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 7705654311 MAIL ADDRESS: STREET 1: 6525 THE CORNERS PARKWAY STREET 2: SUITE 300 CITY: NORCROSS STATE: GA ZIP: 30092 SC 13D/A 1 U.S. TECHNOLOGIES, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.3)* U.S. TECHNOLOGIES INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 91272D309 (CUSIP Number) JAMES V. WARREN 6525 THE CORNERS PARKWAY, SUITE 300 NORCROSS, GEORGIA 30092 (770) 613-0322 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 12,2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.) 2 - ----------------------------------------------------------------- 1. Name of Reporting Person I.R.S. Identification No. of Above Person James V. Warren - ----------------------------------------------------------------- 2. Check the Appropriate Box If A Member Of A Group* (a) [ ] (b) [ ] - ----------------------------------------------------------------- 3. SEC Use Only - ----------------------------------------------------------------- 4. Source of Funds N/A - ----------------------------------------------------------------- 5. Check If Disclosure Of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [ ] - ----------------------------------------------------------------- 6. Citizenship Or Place Of Organization United States - ----------------------------------------------------------------- 7. Sole Voting Power 1,500,000 Number of ----------------------------------------------- Shares 8. Shared Voting Power Bene- 6,357,152 ficially ----------------------------------------------- Owned 9. Sole Dispositive Power by Each 7,818,652 Reporting ----------------------------------------------- Person With: 10. Shared Dispositive Power 38,500 - ----------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 7,857,152 - ----------------------------------------------------------------- 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] - ----------------------------------------------------------------- 13. Percent Of Class Represented By Amount In Row (11) 25.39% - ----------------------------------------------------------------- 14. Type Of Reporting Person IN - -----------------------------------------------------------------
-2- 3 The statement on Schedule 13D filed on April 7, 1997, as amended by Amendment No. 1 filed on April 28, 1998 and Amendment No. 2 filed on February 17, 2000(collectively, the "Schedule 13D"), on behalf of James V. Warren is hereby amended to report that in connection with the recent acquisition of E2Enet, Inc. ("E2E") by U.S. Technologies Inc. (the "Issuer"), Mr. Warren granted an irrevocable proxy to Gregory Earls, the Co-Chairman and Co-Chief Executive Officer of the Issuer, for the benefit of the former shareholders of E2E to vote the 6,318,652 shares of common stock, par value $0.02 per share ("Common Stock"), of the Issuer that Mr. Warren owns directly. Item 5. Interest in Securities of the Issuer Item 5 of Schedule 13D is hereby amended by adding the following: (a), (b), (c) Mr. Warren directly owns 6,318,152 shares of Common Stock. In addition, as previously reported on Amendment No. 2 to this Schedule 13D, on November 5, 1999 Mr. Warren was granted options under the Issuer's 1999 Stock Option Plan to purchase a total of 1,500,000 shares of Common Stock. These options vested on the grant date. Each option is exercisable for one share of Common Stock at a price of $0.122 per share. In connection with the Issuer's recent acquisition of E2E, Mr. Warren, on behalf of the holders of the Issuer's Series B Mandatorily Convertible Preferred Stock, par value $0.02 ("Series B Preferred") (who were the stockholders of E2E before the acquisition), granted C. Gregory Earls, the Co-Chairman and Co-Chief Executive Officer of the Issuer, an irrevocable proxy to vote the 6,318,652 shares of Common Stock he owns directly in favor of an amendment to the Issuer's Restated Certificate of Incorporation that increases the number of shares of Common Stock that the Issuer is authorized to issue to an amount sufficient for all of the Issuer's outstanding convertible securities, warrants and options to be converted or exercised (the "Charter Amendment"). See "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer." Accordingly, Mr. Warren shares voting power with respect to the Charter Amendment with Mr. Earls, for the benefit of the holders of the Series B Preferred, for the 6,318,652 shares of Common Stock owned directly by him. See "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer." As previously reported on Amendment No. 2 to this Schedule 13D, Mr. Warren's wife, Jane G. Warren, directly owns 38,500 shares of Common Stock. Mr. Warren shares the power to vote or -3- 4 to direct the vote of and dispose or direct the disposition of the 38,500 shares of Common Stock directly owned by his wife. In light of the foregoing, Mr. Warren beneficially owns 7,857,152 shares of Common Stock, which constitutes 25.39% of the outstanding shares of the Common Stock based on (i) 29,444,278 shares of Common Stock reported as outstanding on the Issuer's report on Form 10-K for the year ended December 31,1999 and (ii) the 1,500,000 shares of Common Stock Mr. Warren is entitled to purchase upon the exercise of presently exercisable stock options. Of the 7,857,152 shares of Common Stock beneficially owned by Mr. Warren, he has the sole power to vote or direct the vote of 1,500,000 shares of Common Stock and the sole power to dispose or direct the disposition of 7,818,652 shares of Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 of Schedule 13D is hereby amended by adding the following: On April 12, 2000, the Company completed its acquisition of E2E, a privately held Internet incubator company. The terms and conditions for the Company's acquisition of E2E ("the E2E Acquisition") were contained in a definitive acquisition agreement (the "E2E Acquisition Agreement") initially executed on February 21, 2000 and amended on April 5, 2000 to provide for a merger rather than a share exchange. Upon the completion of the E2E Acquisition, E2E became a wholly owned subsidiary of the Issuer. When the E2E Acquisition closed, E2E's former stockholders were issued shares of the Issuer's newly created Series B Preferred. Upon their mandatory conversion as described below, the shares of Series B Preferred Stock will be converted into 56,000,000 shares of Common Stock. The Issuer agreed, under the E2E Acquisition Agreement, to raise at least $6,250,000 and up to $10,000,000 of new capital funds at or prior to the closing of the E2E Acquisition. Accordingly, on the closing date of the E2E Acquisition, the Issuer sold, in two private placement transactions, 125,000 shares of its Series A Mandatorily Convertible Preferred Stock, par value $0.02 ("Series A Preferred"), to USV Partners LLC ("USV") at a purchase price of $10 per share and 5,184 shares of its newly created Series C Mandatorily Convertible Preferred Stock, par value $0.02 ("Series C Preferred") at a purchase price of $1,000 per share. -4- 5 The Issuer is required by the E2E Acquisition Agreement to call a meeting of its stockholders to adopt the Charter Amendment, as previously described in item 5 above. Upon the acceptance of the Charter Amendment for filing by the Secretary of State of the State of Delaware, the Series B Preferred and the Series C Preferred will automatically be converted into shares of Common Stock. USV, the holder of all outstanding shares of the Series A Preferred, has also waived its right to convert its shares of Series A Preferred until such time. Pursuant to the E2E Acquisition Agreement, USV, James V. Warren and Mr. Earls executed a Voting Agreement and Proxy, dated April 12, 2000 (the "Proxy Agreement"), in favor of the Series B stockholders, with respect to the Charter Amendment as previously described in item 5 above. (The Proxy Agreement is attached to this Amendment No. 3 to the Schedule 13D as Exhibit A.) As required by the E2E Acquisition Agreement, the Issuer, USV, Mr. Warren, Northwood Ventures LLC and Northwood Capital LLC (together, "Northwood"), and Jonathan J. Ledecky entered into a Voting Agreement, dated April 12, 2000 (the "Voting Agreement"), with respect to the size and composition of the Issuer's Board of Directors. (The Voting Agreement is attached to this Amendment No. 3 to the Schedule 13D as Exhibit B.) Northwood and Mr. Ledecky were E2E stockholders prior to Issuer's acquisition of E2E. The parties to the Voting Agreement agreed to vote all of their shares of Common Stock, Series A Preferred, Series B Preferred and any and all securities of the Issuer acquired by each of the parties after the date of the Voting Agreement so that: - the number of directors on the Issuer's Board will be fixed at eight; and - the Board will be composed of (i) four directors designated by USV, including Gregory Earls, as Chairman and Chief Executive Officer of the Issuer, (ii) two directors designated by Mr. Ledecky, and (iii) two directors designated by Northwood. The Voting Agreement terminates on April 12, 2003. Item 7. Materials to Be Filed as Exhibits Exhibit A - Voting Agreement and Proxy, as of April 12, 2000, by and among USV, James V. Warren, C. Gregory Earls in favor of holders of the Issuer's Series B Mandatorily Convertible Preferred Stock -5- 6 Exhibit B - Voting Agreement, as of April 12, 2000, by and among the Issuer, USV, James V. Warren, Northwood Ventures LLC, Northwood Capital Partners LLC and Jonathan J. Ledecky -6- 7 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 5, 2000 /s/ JAMES V. WARREN ---------------------------- JAMES V. WARREN -7- EX-99.A 2 VOTING AGREEMENT AND PROXY 1 EXHIBIT A VOTING AGREEMENT AND PROXY THIS VOTING AGREEMENT (the "Agreement") is made as of this 12th day of April, 2000, by and among USV Partners, LLC, a Delaware limited liability company ("USV"), James V. Warren ("Warren") and C. Gregory Earls ("Earls"), in favor of those persons (the "E2E Stockholders") who will own all of the issued and outstanding shares of capital stock of E2Enet, Inc. ("E2E") at or prior to the closing of the merger contemplated by the Stock Exchange Agreement dated as of February 21, 2000, as amended by the Amendment to Stock Exchange Agreement dated as of April 5, 2000, among E2E, U.S. Technologies Inc. (the "Company") and the E2E Stockholders (as amended, the "Stock Exchange Agreement"). RECITALS WHEREAS, each of USV and Warren is the owner of certain shares of the Company's common stock, par value $0.02 per share (the "Common Stock"), the Company's Series A Convertible Preferred Stock, par value $0.02 per share (the "Series A Stock"), and/or warrants (the "Warrants") to purchase shares (subject to adjustment pursuant to the terms thereof) of the Common Stock; WHEREAS, pursuant to the Stock Exchange Agreement, the Company is issuing to the E2E Stockholders at the closing of the merger contemplated therein (the "Closing") shares of the Series B Convertible Preferred Stock of the Company, par value $0.02 per share (the "Series B Stock"); WHEREAS, as a condition to the Closing, the Company is raising additional capital of at least $6,250,000, for which the Company will issue at or following the Closing shares of its Series C Convertible Preferred Stock, par value $0.02 per share (the "Series C Stock"), and additional shares of the Series A Stock; WHEREAS, it is contemplated in connection with the Stock Exchange Agreement that the Series A Stock, Series B Stock, and Series C Stock will convert automatically into shares of Common Stock (pursuant to the terms of their respective certificates of designations) upon the availability of authorized Common Stock for conversion; WHEREAS, the Stock Exchange Agreement requires the Company, as promptly as practicable after the Closing, to hold an annual meeting of its shareholders to consider and vote on, among other things, amendment of the Company's Restated Certificate of Incorporation dated December 3 1997, to increase the number of shares of authorized Common Stock (the "Charter Amendment"), which will enable the automatic conversion of the Series A Stock, Series B Stock and Series C Stock into Common Stock; 2 WHEREAS, USV and Warren desire to vote for the Charter Amendment, subject to the terms and conditions set forth herein; and WHEREAS, USV, Warren and Earls desire to enter into an agreement to be specifically enforceable against each of them pursuant to which they agree to take the actions specified herein. NOW, THEREFORE, in consideration of the foregoing and the terms and conditions set forth herein, USV, Warren and Earls agree as follows: 1. Voting Agreement. Each of USV and Warren agrees at the next duly called shareholders' meeting of the Company called to consider, among other things, approval of the Charter Amendment to vote any and all of its or his shares of Common Stock, shares of Series A Stock, shares of Common Stock issuable upon exercise of the Warrants and upon conversion of the Series A Stock and other shares of capital stock and other securities of the Company, whether now owned or hereafter acquired (the "Voting Shares"), in favor of the Charter Amendment. 2. Irrevocable Proxy. In order to insure the voting of USV and Warren in accordance with this Agreement, each of USV and Warren agrees to execute an irrevocable proxy simultaneously with the execution hereof in the form of Exhibit A attached hereto granting to Earls the right to vote, or to execute and deliver shareholder written consents, in respect of all of its or his Voting Shares. It is understood and agreed that such irrevocable proxy relates solely to voting in favor of the Charter Amendment. 3. Changes in Common Stock. In the event that subsequent to the date of this Agreement any shares of capital stock or other securities of the Company are issued on or in exchange for any of the Voting Shares by reason of any stock dividend, stock split, consolidation of shares, reclassification or consolidation involving the Company, such shares or other securities shall be deemed to be covered by and subject to the terms of this Agreement. 4. Representations of USV and Warren. Each of USV and Warren hereby represents and warrants that (a) it or he is the record owner as of the date hereof and owns and has the right to vote the number of Voting Shares set forth opposite its or his name on Exhibit B attached hereto, (b) such number of Voting Shares set forth opposite its or his name on Exhibit B constitutes all of the shares of capital stock and other securities of the Company held by it or him as of the date hereof, (c) it or he has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement other than one which has expired or terminated prior to the date hereof or which is superseded by this Agreement and the irrevocable proxy granted hereunder, and (d) it or he will not take any action inconsistent with the purpose and provisions of this Agreement. 3 5. Enforceability. Each of USV, Warren and Earls expressly agrees that this Agreement shall be specifically enforceable in any court of competent jurisdiction in accordance with its terms against each of the parties hereto. 6. Termination. This Agreement shall terminate and be void and of no effect upon shareholder approval of the Charter Amendment. 7. Indemnification. Each of USV and Warren hereby agrees jointly and severally to indemnify, defend and hold harmless Earls from any and all claims, liabilities, obligations or expenses he incurs (including attorneys' fees and expenses) in connection with his being designated as and his actions in connection with carrying out his duties as proxy for USV and Warren. 9. Proxy Holder. Earls hereby agrees to act as proxy for USV and Warren subject to the terms and conditions set forth herein. 10. General Provisions. (a) Other than the E2E Stockholders, this Agreement is intended for the benefit of the Company, USV, Warren and Earls and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person. (b) This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of choice of law or conflict of laws. (c) This Agreement may be executed in one or more counterparts (including by facsimile), each of which shall constitute an original enforceable against the party actually executing such counterpart, and all of which together shall constitute one and the same instrument. (d) If any provision of this Agreement shall be declared void or unenforceable by any court or administrative board of competent jurisdiction, such provision shall be deemed to have been severed from the remainder of this Agreement and this Agreement shall continue in all respects to be valid and enforceable. (e) No waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies of any other party hereto or with respect to any subsequent breach. (f) Whenever the context of this Agreement shall so require, the use of the singular number shall include the plural and the use of any gender shall include all genders. 4 IN WITNESS WHEREOF, USV, Warren and Earls have executed this Agreement as of the date first written above. USV Partners, LLC By: USV Management, LLC By /s/ C. Gregory Earls --------------------------------- SOLE MEMBER /s/ James V. Warren --------------------------------- JAMES V. WARREN /s/ C. Gregory Earls --------------------------------- 5 EXHIBIT A IRREVOCABLE PROXY U.S. TECHNOLOGIES INC. KNOW ALL MEN BY THESE PRESENTS, that the undersigned (hereinafter referred to as the "Shareholder"), agrees to and does hereby grant and convey to C. Gregory Earls an irrevocable proxy pursuant to the provisions of Section 212 of the Delaware General Corporation Law to vote, or to execute and deliver written consents or otherwise act with respect to, all of the Voting Shares of the Shareholder in accordance with the terms of that certain Voting Agreement made as of ____________, 2000, among the Shareholder, certain other shareholders of the Company and C. Gregory Earls (the "Voting Agreement") in connection with the Charter Amendment. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Voting Agreement. The Shareholder hereby affirms that this Proxy is given as a condition of the Voting Agreement and as such is coupled with an interest and is irrevocable. It is further directed by the Shareholder that this Proxy shall be exercised by C. Gregory Earls at the Company's next duly called annual or special shareholders' meeting (the "Meeting"), and any adjournments thereof, which considers the approval of the Charter Amendment by his voting the shares represented hereby in accordance with the terms of the Voting Agreement. This Proxy shall expire simultaneously with the termination of the Voting Agreement. DATED this ________ day of _______________, 2000. - ----------------------------- Signature - ----------------------------- Print Name INSTRUCTIONS: Print full legal name in the space provided. Sign exactly as name is printed below signature line. When stock is issued in two or more names, all should sign. If signing as attorney, administrator, executor, trustee, guardian or other fiduciary, give full title as such. A corporation should sign by authorized officer. EX-99.B 3 VOTING AGREEMENT 1 EXHIBIT B VOTING SHARES
Shareholder Shares Held - ----------- ----------- USV Partners, LLC 500,000 Shares of Common Stock Issuable Upon Conversion of Warrant 625,000 Shares of Series A Preferred Convertible Stock 6,366,152 Shares of Common Stock James V. Warren 1,500,000 Shares of Common Stock Issuable Upon Conversion of Options 6,318,652 Shares of Common Stock
2 EXHIBIT B VOTING AGREEMENT THIS VOTING AGREEMENT (the "Agreement") is made as of this 12th day of April, 2000, by and among U.S. Technologies Inc., a Delaware corporation (the "Company"), USV Partners, LLC, a Delaware limited liability company ("USV"), James V. Warren ("Warren"), Northwood Ventures LLC, a New York limited liability company ("Northwood Ventures"), Northwood Capital Partners LLC, a New York limited liability company ("Northwood Capital") and Jonathan J. Ledecky ("Ledecky") (USV, Warren, Northwood Ventures, Northwood Capital and Ledecky hereinafter referred to collectively as the "Shareholders"). RECITALS WHEREAS, each of USV and Warren is the owner of certain shares of the Company's common stock, par value $0.02 per share (the "Common Stock"), the Company's Series A Convertible Preferred Stock, par value $0.02 per share (the "Series A Stock"), and/or warrants (the "Warrants") to purchase shares (subject to adjustment pursuant to the terms thereof) of the Common Stock; WHEREAS, the Company has entered into a Stock Exchange Agreement dated as of February 21, 2000, as amended by the Amendment to Stock Exchange Agreement dated as of April 5, 2000 (together, the "Stock Exchange Agreement"), with E2Enet, Inc. ("E2E") and those persons (including Northwood Capital, Northwood Ventures and Ledecky) who as of the closing of the merger contemplated therein (the "Closing") will own, collectively, all of the issued and outstanding shares of the capital stock of E2E (the "E2E Stockholders"); WHEREAS, pursuant to the Stock Exchange Agreement, the Company is issuing to the E2E Stockholders at the Closing shares of the Company's Series B Convertible Preferred Stock, par value $0.02 per share (the "Series B Stock"), of which the majority will be owned, collectively, by Northwood Capital, Northwood Ventures and Ledecky; WHEREAS, the execution and delivery of this Agreement, setting forth the agreement of the parties hereto with respect to the size and composition of the Board of Directors of the Company (the "Board"), is a condition to the Closing; WHEREAS, the restated bylaws of the Company provide that the Board shall consist of not less than one (1) nor more than fifteen (15) members, and provides that the number of directors shall be determined by resolution of the Board or by the shareholders of the Company at an annual meeting; and WHEREAS, the Shareholders desire to set forth their agreement with respect to the designation of nominees to be elected to the Board and the voting of shares of the Company's capital stock in the election of directors, as set forth herein. 3 NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Company and the Shareholders hereby agree as follows: 1. SHARES SUBJECT TO AGREEMENT. Each Shareholder agrees to hold all of its or his shares of Common Stock, Series A Stock, Series B Stock, Common Stock issuable upon exercise of the Warrants and upon conversion of the Series A Stock and Series B Stock, and any and all securities of the Company legally or beneficially acquired by each of the Shareholders after the date hereof (hereinafter referred to as the "Voting Shares") subject to, and to vote the Voting Shares in accordance with, the provisions of this Agreement. 2. BOARD OF DIRECTORS. (A) Each of the Shareholders hereby agrees to vote all of its or his Voting Shares and to take all other necessary or desirable actions within its or his control, and the Company hereby agrees to take all necessary and desirable actions within its control (including, without limitation, calling special meetings of the Board and of its shareholders), so that: (i) the number of directors on the Board shall be established at eight (8) directors; and (ii) such Board shall be composed of (A) four (4) directors designated by USV, including C. Gregory Earls as Chairman and Chief Executive Officer of the Company; (B) two (2) directors designated by Ledecky; and (C) two (2) directors designated by Northwood Ventures and Northwood Capital. (B) The obligations of the Shareholders pursuant to this Section 2 shall include the shareholder vote, if any, to amend the Certificate of Incorporation or Bylaws of the Company currently in effect as required to effect the intent of this Agreement. In the event any director elected pursuant to the terms hereof ceases to serve as a member of the Board, the Company and the Shareholders agree to take all such action as is reasonable and necessary, including the voting of Voting Shares by the Shareholders, to cause the election or appointment of such other substitute person to the Board as may be designated in accordance with the terms of this Agreement. The Company shall promptly give the Shareholders written notice of any election to or appointment of, or change in the composition of, the Board. Each of the Shareholders and the Company agrees not to take any actions which would materially and adversely affect the provisions of this Agreement and the intention of the parties with respect to the composition of the Board as herein stated. (C) Each of the Shareholders and the Company represents that it or he has not granted and is not a party to any proxy, voting agreement or similar arrangement which is inconsistent with or conflicts with the provisions of this Agreement, and no holder of Voting Shares shall grant any proxy or become party to any voting agreement or similar arrangement which is inconsistent with or conflicts with the provisions of this Agreement. 3. TERMINATION. Unless earlier terminated by written agreement of the Shareholders that have rights and obligations hereunder, this Agreement shall terminate upon the third (3rd) anniversary hereof (it being agreed that no Shareholder shall have any rights or obligations hereunder once such -2- 4 Shareholder shall have sold at least half of the Voting Shares owned by it or him immediately following the Closing). 4. SUCCESSORS IN INTEREST. (A) The provisions of this Agreement shall be binding upon all transferees or assignees of the Voting Shares; provided, however, that transferees or assignees that acquire Voting Shares through open-market, non-negotiated transactions shall not be subject to the provisions of this Agreement. The Company shall not permit the transfer of any of the Voting Shares on its books or issue a new certificate representing any of the Voting Shares unless and until the person to whom such security is to be transferred shall have executed a written agreement, substantially in the form of this Agreement, pursuant to which such person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person were a Shareholder on the date hereof; provided, however, that transferees or assignees that acquire Voting Shares through open-market, non-negotiated transactions shall not be subject to the provisions of this Agreement. (B) In addition to any other legends that are required, either by agreement or by federal or state securities laws, each certificate representing any of the Voting Shares shall be marked by the Company with a legend reading as follows: THE SHARES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AGREEMENT DATED AS OF APRIL 12, 2000, BY AND AMONG U.S. TECHNOLOGIES INC. AND CERTAIN HOLDERS OF THE OUTSTANDING CAPITAL STOCK OF SUCH CORPORATION (A COPY OF WHICH MAY BE OBTAINED FROM SUCH CORPORATION). BY ACCEPTING ANY INTEREST IN SUCH SHARES, THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL OF THE PROVISIONS OF SUCH AGREEMENT. 5. ENFORCEABILITY. Each of the Shareholders and the Company expressly agrees that this Agreement shall be specifically enforceable in any court of competent jurisdiction in accordance with its terms. 6. NOTICES. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, return receipt requested, or otherwise delivered by hand or by messenger or sent by facsimile, addressed: (A) if to the Company, to: U.S. Technologies Inc. c/o U.S. Viewing Corporation 2001 Pennsylvania Avenue, NW Suite 675 Washington, DC 20006 -3- 5 Attn: C. Gregory Earls Telephone: 202-466-3100 Facsimile: 202-466-4557 (B) if to USV, to: USV Partners, LLC c/o U.S. Viewing Corporation 2001 Pennsylvania Avenue, N.W., Suite 675 Washington, D.C. 20006 Attn: C. Gregory Earls Telephone: 202-466-3100 Facsimile: 202-466-4557 (C) if to Warren, to: James V. Warren c/o U.S. Technologies Inc. 6525 The Corners Parkway, Suite 300 Norcross, Georgia 30092 Telephone: 770-613-0322 Facsimile: 770-662-5228 (D) if to Northwood Ventures, to: Northwood Ventures LLC 485 Underhill Boulevard, Suite 205 Syosset, NY 11791 Attn: Henry T. Wilson Telephone: 516-364-5544 Facsimile: 516-364-0879 (E) if to Northwood Capital, to: Northwood Capital Partners LLC 485 Underhill Boulevard, Suite 205 Syosset, NY 11791 Attn: Henry T. Wilson Telephone: 516-364-5544 Facsimile: 516-364-0879 (F) if to Ledecky, to: -4- 6 Jonathan J. Ledecky 1400 34th Street, N.W. Washington, D.C. 20007 Telephone: 202-965-2020 Facsimile: 202-342-9090 or to such other address as any such party shall have furnished to the other parties hereto in accordance with this Section 6. If notice is provided by mail, notice shall be deemed to be given five (5) days following proper deposit with the United States mail. If notice is delivered by hand or by messenger or sent by facsimile, notice shall be deemed to be given upon receipt. 7. DELAYS IN EXERCISING RIGHTS. No delay in exercising or failure to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party hereto of any breach or default under this Agreement, or any waiver on the part of any party hereto of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing or as provided in this Agreement. All remedies, either under this Agreement or by law or otherwise afforded to any party hereto, shall be cumulative and not alternative. 8. COUNTERPARTS. This Agreement may be executed in one or more counterparts (including by facsimile), each of which shall constitute an original enforceable against the party actually executing such counterpart, and all of which together shall constitute one and the same instrument. 9. ADDITIONAL SHARES. In the event that subsequent to the date of this Agreement any shares of capital stock or other securities of the Company are issued on or in exchange for any of the Voting Shares by reason of any stock dividend, stock split, consolidation of shares, reclassification or consolidation involving the Company, such shares or other securities shall be deemed to be covered by and subject to the terms of this Agreement. 10. SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision, and the parties hereto agree to replace such provision with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such provisions. 11. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of choice of law or conflict of laws. -5- 7 12. ENTIRE AGREEMENT. This Agreement constitutes the full and entire understanding and agreement between any and among all of the parties hereto regarding the subject matter hereof and supersedes all prior agreements with regard to the subject matter hereof. [Without limiting the generality of the foregoing, each of the Company, USV and Warren hereby acknowledges and agrees that this Agreement supersedes all prior agreements between any or among all of the Company, USV and Warren (whether pursuant to the Investment Agreement dated as of July 16, 1998, between the Company and USV, pursuant to the Management Agreement dated as of November 29, 1999, among the Company, Warren and J.L. (Skip) Moore, or otherwise) with regard to the subject matter hereof. -6- 8 IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement as of the date first written above. U.S. TECHNOLOGIES INC. USV PARTNERS, LLC By: USV Management, LLC By: /s/ C. Gregory Earls By: /s/ C. Gregory Earls ------------------------------------- ------------------------------------- C. Gregory Earls, Co-Chairman C. Gregory Earls, Sole Member and Co-Chief Executive Officer NORTHWOOD VENTURES LLC NORTHWOOD CAPITAL PARTNERS LLC By: /s/ Henry T. Wilson By: /s/ Henry T. Wilson ------------------------------------- ------------------------------------- Henry T. Wilson, Managing Director Henry T. Wilson, Managing Director /s/ James V. Warren /s/ Jonathan J. Ledecky ------------------------------------- ------------------------------------- JAMES V. WARREN JONATHAN J. LEDECKY
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