<PAGE> 1
EXHIBIT 9.2
U.S. TECHNOLOGIES INC.
VOTING AGREEMENT
VOTING AGREEMENT, dated this 27th day of September, 2000, by
and between U.S. TECHNOLOGIES INC., a Delaware corporation ("USXX"), and
CHRISTOPHER J. WEILER, ALLAN OUTLAW, JASON PARIKH, CHARLES MILLAR, DENIS
SEYNHAEVE, and JOHN SABANOSH (each, a "Stockholder" and, collectively, the
"Stockholders").
RECITALS:
WHEREAS, the Stockholders currently beneficially own (as such term is
used under the Securities Exchange Act of 1934, as amended, and the rules and
regulations issued thereunder) the shares of common stock, par value $0.01 per
share ("Shares"), of On-Site Sourcing, Inc., a Delaware corporation ("ONSS"),
shown on Schedule A; and
WHEREAS, as a condition of entering into the Agreement and Plan of
Merger, made as of the date hereof, by and between USXX and ONSS (the "Merger
Agreement"), USXX has requested that the Stockholders agree, and the
Stockholders have agreed (i) to enter into a voting agreement and (ii) to give
USXX an irrevocable proxy, coupled with an interest, to vote the Shares held by
the Stockholders, in each case as more fully set forth herein;
AGREEMENTS:
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereby agree as follows:
1. Agreement to Vote Shares. Each Stockholder agrees during the
term of this Agreement to vote, or cause to be voted, the
Shares shown opposite the Stockholder's name on Schedule A
hereto and any other Shares acquired after the date hereof, in
person or by proxy, in favor of the Merger (as defined in the
Merger Agreement), the adoption and approval of the Merger
Agreement (without any material changes thereto) and the
approval of the transactions contemplated by the Merger
Agreement at every meeting of the stockholders of ONSS at
which such matters are considered and at every adjournment
thereof.
2. Grant of Irrevocable Proxy. Each Stockholder hereby grants to
USXX an irrevocable proxy, which proxy is coupled with an
interest because of the consideration recited herein, to
exercise, at any time and from time to time, all rights and
powers of the Stockholder with respect to the Shares shown
opposite the Stockholder's name on Schedule A hereto to vote,
give approvals, and receive and waive notices of meetings for
purposes of securing the approval and adoption by the
stockholders of ONSS of the Merger Agreement (without any
material
<PAGE> 2
changes thereto) and the consummation of the transactions
contemplated thereby and to prevent any action that would
prevent or hinder in any material respect such approval or
consummation. By giving this proxy, each Stockholder hereby
revokes any other proxy granted by the Stockholder to vote on
any of the Shares in a manner inconsistent with the foregoing
grant. The power and authority hereby conferred shall not be
terminated by any act of the Stockholder or by operation of
law, by the dissolution of, by lack of appropriate power of
authority, or by the occurrence of any other event or events
and shall be binding upon all of its successors and assigns.
3. No Other Grant of Proxy. Each Stockholder will not, directly
or indirectly, grant any proxies or powers of attorney with
respect to the Shares shown opposite the Stockholder's name on
Schedule A hereto or acquired after the date hereof to any
person in connection with its vote, consent or other approval
sought, in favor of the Merger (as defined in the Merger
Agreement), the adoption and approval of the Merger Agreement
and the approval of the transactions contemplated by the
Merger Agreement, other than as set forth in Sections 1 and 2
hereof.
4. Transfers. Each Stockholder will not, nor will such
Stockholder permit any entity under such Stockholder's control
to, sell, transfer, pledge, assign or otherwise dispose of
(including by gift) (collectively, "Transfer"), or consent to
any Transfer of, any Shares or any interest therein or enter
into any contract, option or other agreement or arrangement
(including any profit sharing or other derivative arrangement)
with respect to the Transfer of, any Shares or any interest
therein to any person, unless prior to any such Transfer the
transferee of such Shares agrees to be subject to the
provisions of this Agreement.
5. Representations and Warranties of the Stockholders. Each
Stockholder, as to such Stockholder, hereby represents and
warrants to, and covenants with, USXX as follows:
(a) The Stockholder beneficially owns with power to vote
the number of Shares shown opposite the Stockholder's
name on Schedule A free and clear of any and all
liens, charges, encumbrances, covenants, conditions,
restrictions, voting trust arrangements, options and
adverse claims or rights whatsoever, except as
granted hereby or as would have no adverse effect on
this Agreement and/or the proxy granted hereby. The
Stockholder does not own of record or beneficially
any shares of capital stock of ONSS or other
securities representing or convertible into shares of
capital stock of ONSS except as set forth in the
preceding sentence;
2
<PAGE> 3
(b) The Stockholder has the full right, power and
authority to enter into this Agreement and to grant
an irrevocable proxy to USXX with respect to the
Shares; there are no options, warrants, calls,
commitments or agreements of any nature whatsoever
pursuant to which any person will have the right to
purchase or otherwise acquire the Shares owned by the
Stockholder except as would, if exercised, require
such purchaser or acquiror to abide by this Agreement
and the proxy granted hereby with respect thereto;
except as provided in this Agreement, the Stockholder
has not granted or agreed to grant any proxy or
entered into any voting trust, vote pooling or other
agreement with respect to the right to vote or give
consents or approvals of any kind and as to the
Shares which proxy, trust, pooling or other agreement
remains in effect as of the date hereof and is in
conflict with this Agreement or the proxy granted
hereby;
(c) The Stockholder is not a party to, subject to or
bound by any agreement or judgment, order, writ,
prohibition, injunction or decree of any court or
other governmental body that would prevent the
execution, delivery or performance of this Agreement
by the Stockholder or the exercise of proxy rights by
USXX with respect to the Shares;
(d) This Agreement has been duly and validly executed and
delivered by the Stockholder and constitutes a legal,
valid and binding obligation of the Stockholder,
enforceable in accordance with its terms, subject
only to (i) the effect of bankruptcy, insolvency,
reorganization or moratorium laws or other laws
generally affecting the enforceability of creditors'
rights and (ii) general equitable principles which
may limit the right to obtain specific performance or
other equitable remedies; and
(e) The Stockholder will take all commercially reasonable
action necessary in order that its representations
and warranties set forth in this Agreement shall
remain true and correct.
6. Stockholders' Covenants. Each Stockholder shall not enter into
any voting trust agreement, give any proxy or other right to
vote the Shares or take any action that would limit the rights
of any holder of the Shares to exercise fully the right to
vote such Shares that would be in conflict with this Agreement
or the proxy granted hereby.
7. Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction
to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
3
<PAGE> 4
8. Assignment. Except as otherwise provided in Section 4, this
Agreement shall not be assigned or delegated by any party
hereto, except that USXX may transfer its rights hereunder to
any wholly-owned subsidiary of USXX, and except that any
assignment of any of the Shares by any Stockholder shall
require that such Shares remain subject to this Agreement and
the proxy granted hereby. This Agreement shall be binding upon
and inure to the benefit of USXX and its successors and
assigns and shall be binding upon and inure to the benefit of
the Stockholders and their permitted successors and any
permitted assigns.
9. Specific Performance. The parties hereto acknowledge that
damages would be an inadequate remedy for a breach of this
Agreement and that the obligations of the parties hereto shall
be specifically enforceable. In addition to any other legal or
equitable remedies to which USXX would be entitled, in the
event of a breach or a threatened breach of this Agreement by
any Stockholder, USXX shall have the right to obtain equitable
relief, including (but not limited to) an injunction or order
of specific performance of the terms hereof from a court of
competent jurisdiction.
10. Amendments. This Agreement may not be modified, amended,
altered or supplemented except upon the execution and delivery
of a written agreement executed by all of the parties hereto.
11. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be
deemed given if delivered personally, by cable, telegram or
telex, or mailed by a party hereto by registered or certified
mail (return receipt requested) or by a nationally recognized
overnight mail delivery service, to other party at the
following addresses (or such other address for a party as
shall be specified by like notice):
If to USXX: U.S. Technologies Inc.
1130 Connecticut Avenue, NW, Suite 700
Washington, D.C. 20036
Attn: C. Gregory Earls
Co-Chairman and Co-Chief Executive Officer
Fax No.: (202) 466-4557
with a copy to: Fleischman and Walsh, L.L.P.
1400 Sixteenth Street, NW, 6th Floor
Washington, D.C. 20036
Attn: Stephen A. Bouchard, Esq.
Fax No.: (202) 265-5706
4
<PAGE> 5
if to any Stockholder,
to such Stockholder:
c/o On-Site Sourcing, Inc.
1111 North 19th Street, Sixth Floor
Arlington, VA 22209
Attn: Christopher J. Weiler
Fax No.: (703) 276-8607
with a copy to: King & Spalding
1730 Pennsylvania Avenue, NW
Washington, D.C. 20006-4707
Attn: Glenn C. Campbell, Esq.
Fax No.: (202) 626-3737
Any party may change its address for notice by notice so given.
12. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of
Delaware regardless of the laws that might otherwise govern
under applicable principles of conflicts of laws.
13. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of
which together shall constitute one and the same agreement.
14. Term. This Agreement and the proxy granted herein shall
terminate automatically, upon the consummation of the Merger
in accordance with and as defined in the Merger Agreement or
such other expiration or termination of the Merger Agreement
in accordance with its terms (including, without limitation,
termination in accordance with Section 8.2(i) of the Merger
Agreement on March 31, 2001 if the closing has not occurred
prior thereto and on June 30, 2001 if the closing has not
occurred by such date because the conditions precedent to the
closing set forth in Section 7.2(h) have not been fulfilled),
and thereafter this Agreement shall be of no further force or
effect and there shall be no liability on the part of any
party with respect thereto except nothing herein will relieve
any party from liability for any prior breach hereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
5
<PAGE> 6
IN WITNESS WHEREOF, USXX has caused this Agreement to be duly executed,
and each Stockholder has duly executed this Agreement, on the day and year first
above written.
U.S. TECHNOLOGIES INC.
By: /s/ C. Gregory Earls
--------------------------------
Name: C. Gregory Earls
Title: Co-Chairman and Co-Chief
Executive Officer
/s/ Charles Millar
-----------------------------------
Charles Millar
/s/ Dennis Seynhaeve
-----------------------------------
Dennis Seynhaeve
/s/ Christopher J. Weiler
-----------------------------------
Christopher J. Weiler
/s/ Allan Outlaw
-----------------------------------
Allan Outlaw
/s/ Jason Parikh
-----------------------------------
Jason Parikh
/s/ John Sabanosh
-----------------------------------
John Sabanosh
<PAGE> 7
SCHEDULE A
<TABLE>
<CAPTION>
Stockholder Number of Shares
----------- ----------------
<S> <C>
Charles Millar 4,000
Dennis Seynhaeve 537,000
Christopher J. Weiler 362,000
Allan Outlaw 209,000
Jason Parikh 14,100
John Sabanosh 3,000
</TABLE>
<PAGE> 8
IRREVOCABLE PROXY AND POWER OF ATTORNEY
The undersigned appoints U.S. Technologies Inc. as the undersigned's
attorney-in fact and proxy, with full power of substitution, for and in the
undersigned's name, to vote (including pursuant to written consent, but
excluding the right to assert, perfect and prosecute dissenters' rights of
appraisal) for purposes of securing the approval and adoption of the Merger
Agreement (without any material changes thereto) and the transactions
contemplated thereby with respect to all of the shares of Common Stock, par
value $0.01 per share, of On-Site Sourcing, Inc. (the "Company"), a Delaware
corporation, owned of record by the undersigned.
The proxy granted hereby shall be irrevocable and may be exercised at
any meeting of stockholders at which the Merger Agreement is considered, notice
of which is given or in respect of any written consent which is solicited prior
to the due and proper termination of, and subject to and in accordance with the
terms and conditions of, the letter agreement, dated of even date herewith,
among the undersigned, U.S. Technologies Inc. and On-Site Sourcing, Inc. This
proxy is coupled with an interest sufficient in law to support such proxy. This
proxy shall terminate automatically and shall have no further force or effect
upon the consummation of the Merger or the termination of the Merger Agreement,
in each case in accordance with the terms of the Merger Agreement.
Dated: September 27, 2000 /s/ Charles Millar
-----------------------------------
Charles Millar
<PAGE> 9
IRREVOCABLE PROXY AND POWER OF ATTORNEY
The undersigned appoints U.S. Technologies Inc. as the undersigned's
attorney-in fact and proxy, with full power of substitution, for and in the
undersigned's name, to vote (including pursuant to written consent, but
excluding the right to assert, perfect and prosecute dissenters' rights of
appraisal) for purposes of securing the approval and adoption of the Merger
Agreement (without any material changes thereto) and the transactions
contemplated thereby with respect to all of the shares of Common Stock, par
value $0.01 per share, of On-Site Sourcing, Inc. (the "Company"), a Delaware
corporation, owned of record by the undersigned.
The proxy granted hereby shall be irrevocable and may be exercised at
any meeting of stockholders at which the Merger Agreement is considered, notice
of which is given or in respect of any written consent which is solicited prior
to the due and proper termination of, and subject to and in accordance with the
terms and conditions of, the letter agreement, dated of even date herewith,
among the undersigned, U.S. Technologies Inc. and On-Site Sourcing, Inc. This
proxy is coupled with an interest sufficient in law to support such proxy. This
proxy shall terminate automatically and shall have no further force or effect
upon the consummation of the Merger or the termination of the Merger Agreement,
in each case in accordance with the terms of the Merger Agreement.
Dated: September 27, 2000 /s/ Dennis Seynhaeve
-----------------------------------
Dennis Seynhaeve
<PAGE> 10
IRREVOCABLE PROXY AND POWER OF ATTORNEY
The undersigned appoints U.S. Technologies Inc. as the undersigned's
attorney-in fact and proxy, with full power of substitution, for and in the
undersigned's name, to vote (including pursuant to written consent, but
excluding the right to assert, perfect and prosecute dissenters' rights of
appraisal) for purposes of securing the approval and adoption of the Merger
Agreement (without any material changes thereto) and the transactions
contemplated thereby with respect to all of the shares of Common Stock, par
value $0.01 per share, of On-Site Sourcing, Inc. (the "Company"), a Delaware
corporation, owned of record by the undersigned.
The proxy granted hereby shall be irrevocable and may be exercised at
any meeting of stockholders at which the Merger Agreement is considered, notice
of which is given or in respect of any written consent which is solicited prior
to the due and proper termination of, and subject to and in accordance with the
terms and conditions of, the letter agreement, dated of even date herewith,
among the undersigned, U.S. Technologies Inc. and On-Site Sourcing, Inc. This
proxy is coupled with an interest sufficient in law to support such proxy. This
proxy shall terminate automatically and shall have no further force or effect
upon the consummation of the Merger or the termination of the Merger Agreement,
in each case in accordance with the terms of the Merger Agreement.
Dated: September 27, 2000 /s/ Christopher J. Weiler
-----------------------------------
Christopher J. Weiler
<PAGE> 11
IRREVOCABLE PROXY AND POWER OF ATTORNEY
The undersigned appoints U.S. Technologies Inc. as the undersigned's
attorney-in fact and proxy, with full power of substitution, for and in the
undersigned's name, to vote (including pursuant to written consent, but
excluding the right to assert, perfect and prosecute dissenters' rights of
appraisal) for purposes of securing the approval and adoption of the Merger
Agreement (without any material changes thereto) and the transactions
contemplated thereby with respect to all of the shares of Common Stock, par
value $0.01 per share, of On-Site Sourcing, Inc. (the "Company"), a Delaware
corporation, owned of record by the undersigned.
The proxy granted hereby shall be irrevocable and may be exercised at
any meeting of stockholders at which the Merger Agreement is considered, notice
of which is given or in respect of any written consent which is solicited prior
to the due and proper termination of, and subject to and in accordance with the
terms and conditions of, the letter agreement, dated of even date herewith,
among the undersigned, U.S. Technologies Inc. and On-Site Sourcing, Inc. This
proxy is coupled with an interest sufficient in law to support such proxy. This
proxy shall terminate automatically and shall have no further force or effect
upon the consummation of the Merger or the termination of the Merger Agreement,
in each case in accordance with the terms of the Merger Agreement.
Dated: September 27, 2000 /s/ Allan Outlaw
-----------------------------------
Allan Outlaw
<PAGE> 12
IRREVOCABLE PROXY AND POWER OF ATTORNEY
The undersigned appoints U.S. Technologies Inc. as the undersigned's
attorney-in fact and proxy, with full power of substitution, for and in the
undersigned's name, to vote (including pursuant to written consent, but
excluding the right to assert, perfect and prosecute dissenters' rights of
appraisal) for purposes of securing the approval and adoption of the Merger
Agreement (without any material changes thereto) and the transactions
contemplated thereby with respect to all of the shares of Common Stock, par
value $0.01 per share, of On-Site Sourcing, Inc. (the "Company"), a Delaware
corporation, owned of record by the undersigned.
The proxy granted hereby shall be irrevocable and may be exercised at
any meeting of stockholders at which the Merger Agreement is considered, notice
of which is given or in respect of any written consent which is solicited prior
to the due and proper termination of, and subject to and in accordance with the
terms and conditions of, the letter agreement, dated of even date herewith,
among the undersigned, U.S. Technologies Inc. and On-Site Sourcing, Inc. This
proxy is coupled with an interest sufficient in law to support such proxy. This
proxy shall terminate automatically and shall have no further force or effect
upon the consummation of the Merger or the termination of the Merger Agreement,
in each case in accordance with the terms of the Merger Agreement.
Dated: September 27, 2000 /s/ Jason Parikh
-----------------------------------
Jason Parikh
<PAGE> 13
IRREVOCABLE PROXY AND POWER OF ATTORNEY
The undersigned appoints U.S. Technologies Inc. as the undersigned's
attorney-in fact and proxy, with full power of substitution, for and in the
undersigned's name, to vote (including pursuant to written consent, but
excluding the right to assert, perfect and prosecute dissenters' rights of
appraisal) for purposes of securing the approval and adoption of the Merger
Agreement (without any material changes thereto) and the transactions
contemplated thereby with respect to all of the shares of Common Stock, par
value $0.01 per share, of On-Site Sourcing, Inc. (the "Company"), a Delaware
corporation, owned of record by the undersigned.
The proxy granted hereby shall be irrevocable and may be exercised at
any meeting of stockholders at which the Merger Agreement is considered, notice
of which is given or in respect of any written consent which is solicited prior
to the due and proper termination of, and subject to and in accordance with the
terms and conditions of, the letter agreement, dated of even date herewith,
among the undersigned, U.S. Technologies Inc. and On-Site Sourcing, Inc. This
proxy is coupled with an interest sufficient in law to support such proxy. This
proxy shall terminate automatically and shall have no further force or effect
upon the consummation of the Merger or the termination of the Merger Agreement,
in each case in accordance with the terms of the Merger Agreement.
Dated: September 27, 2000 /s/ John Sabanosh
-----------------------------------
John Sabanosh
