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EXHIBIT A
September 20, 2000
U.S. Technologies Inc.
0000 Xxxxxxxxxxx Xxxxxx, X.X.
Suite #700
Washington, DC 20036
Gentlemen:
The Xxxxx Family Limited Partnership (the "LIMITED PARTNERSHIP") and X.
Xxxxxxx Xxxxx ("XXXXX", and together with the Limited Partnership, the
"INVESTORS") have reached this agreement with U.S. Technologies Inc., a Delaware
corporation ("US TECH"), in connection with US Tech's desire to amend its
Restated Certificate of Incorporation (the "CHARTER AMENDMENT") in order to
increase the number of authorized shares of US Tech's common stock, par value
$.02 per share (the "COMMON STOCK").
As of the date hereof, the Limited Partnership owns warrants to
purchase 500,000 shares of Common Stock (the "WARRANTS") and Earls owns 29,160
shares of US Tech's Series A Convertible Preferred Stock, $0.02 par value
("SERIES A PREFERRED"), which shares of Series A Preferred are convertible into
2,390,193 shares of Common Stock.
The Investors acknowledge that if Earls converted his shares of Series
A Preferred into Common Stock or if the Limited Partnership exercised its
Warrants for Common Stock prior to the Charter Amendment, there is a significant
risk that the number of shares of Common Stock that would be outstanding would
exceed the minimum number of such shares that US Tech is authorized to issue
under its Restated Certificate of Incorporation and thus not be validly issued.
Therefore, notwithstanding the rights granted to Earls under the Series
A Preferred and the rights granted to the Limited Partnership under the
Warrants, the Investors make the following representations, warranties and
covenants to US Tech:
1. Until US Tech's voting stockholders have approved the Charter
Amendment authorizing US Tech to issue an amount of Common
Stock sufficient to permit the conversion to Common Stock of
all of US Tech's then outstanding shares of all of its
authorized and designated series of convertible preferred
stock and any other then outstanding securities and options
issued by US Tech, which are convertible into or entitle the
owner thereof to purchase or otherwise receive shares of
Common Stock, and the Charter
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Amendment has been filed with and accepted by the Secretary of
State of the State of Delaware, the Investors will not
exercise for or convert into Common Stock the Warrants, the
shares of the Series A Preferred Stock or any other securities
or options held by the Investors as of the date hereof that
are convertible into or give the Investors the right to
purchase or otherwise receive shares of Common Stock.
2. Until US Tech's voting stockholders have approved the Charter
Amendment and it has been filed with and accepted by the
Secretary of State of the State of Delaware, the Investors
will not exercise for or convert into Common Stock any
securities and options issued by US Tech, which are purchased
or otherwise acquired by or issued or granted to the Investors
after the date hereof and are convertible into or entitle the
holder thereof to purchase or otherwise receive shares of
Common Stock.
The undersigned are authorized to act in regard to the matters set
forth in this letter.
EARLS FAMILY LIMITED PARTNERSHIP
By: Kandax Corporation
Its General Partner
By: /s/ X. Xxxxxxx Xxxxx
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X. Xxxxxxx Xxxxx
President
/s/ X. Xxxxxxx Xxxxx
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X. Xxxxxxx Xxxxx
Acknowledged and Agreed to by
U.S. TECHNOLOGIES INC.
By: /s/ X. Xxxxxxx Xxxxx
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X. Xxxxxxx Xxxxx,
Co-Chairman and Co-CEO
