<PAGE> 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.)
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<TABLE>
- -----------------------------------------------------------------
<S> <C>
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) [ ]
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3. SEC Use Only
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4. Source of Funds
N/A
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5. Check If Disclosure Of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e). [ ]
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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
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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%
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14. Type Of Reporting Person
IN
- -----------------------------------------------------------------
</TABLE>
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<PAGE> 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
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<PAGE> 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.
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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
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<PAGE> 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
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<PAGE> 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
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<PAGE> 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;
<PAGE> 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.
<PAGE> 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.
<PAGE> 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
---------------------------------
<PAGE> 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.
<PAGE> 1
EXHIBIT B
VOTING SHARES
<TABLE>
<CAPTION>
Shareholder Shares Held
- ----------- -----------
<S> <C>
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
</TABLE>
<PAGE> 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.
<PAGE> 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
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<PAGE> 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
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<PAGE> 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:
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<PAGE> 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.
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<PAGE> 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-
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have executed this Voting
Agreement as of the date first written above.
<TABLE>
<S> <C>
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
</TABLE>
