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VOTING AGREEMENT
This Voting Agreement (this "Agreement") is made and entered into
effective as of June 29, 2001 (the "Effective Date"), by and between W. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, an individual residing in the Commonwealth of Massachusetts
("▇▇▇▇▇▇▇▇") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual residing in State of Texas
("▇▇▇▇▇▇▇▇").
WHEREAS, ▇▇▇▇▇▇▇▇ is the beneficial and legal owner and holder of
2,002,651 shares of the common stock, par value $.01 ("COMMON STOCK"), of U S
Industrial Services, Inc., a Delaware corporation (the "COMPANY"); and
WHEREAS, ▇▇▇▇▇▇▇▇ is the beneficial and legal owner and holder of
2,000,000 shares of the Common Stock; and
WHEREAS, ▇▇▇▇▇▇▇▇ has agreed that ▇▇▇▇▇▇▇▇ shall have the right to
direct, in his sole discretion, the manner in which both Fradella's and
▇▇▇▇▇▇▇▇'▇ stock is voted, and has agreed to grant in support of such right, as
consideration for certain services provided by ▇▇▇▇▇▇▇▇ to ▇▇▇▇▇▇▇▇ and the
Company and for the dollar amount of $100, that ▇▇▇▇▇▇▇▇ shall have the right to
direct, in his sole discretion, the manner in which both Fradella's and
▇▇▇▇▇▇▇▇'▇ stock is voted, and has agreed to grant in support of such right, an
irrevocable proxy allowing ▇▇▇▇▇▇▇▇ to vote at any annual or special meeting of
the Company's stockholders occurring during the term of this Agreement, or to
execute any consent in lieu of any such meeting, all Common Stock currently or
in the future legally owned by ▇▇▇▇▇▇▇▇ (the "▇▇▇▇▇▇▇▇ SHARES") as ▇▇▇▇▇▇▇▇ sees
fit and in Fradella's sole discretion, subject to the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants and undertakings contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties to this Agreement hereby agree as follows:
1. Voting Agreement; Proxy. ▇▇▇▇▇▇▇▇ shall have the right, pursuant to
this Agreement, to direct, in his sole discretion, the manner in which the
▇▇▇▇▇▇▇▇ Shares are voted at any and all annual or special meetings of the
stockholders of the Company and to direct the execution (or abstention from
execution) of any consents in lieu thereof. In support of such right, and as
part of the consideration provided herewith, ▇▇▇▇▇▇▇▇ shall execute an
irrevocable proxy (the "PROXY"), coupled with an interest, in the form attached
hereto as Exhibit A, granting ▇▇▇▇▇▇▇▇ the right to attend any and all annual or
special meetings of the stockholders of the Company occurring during the term of
this Agreement and to vote, execute consents, and otherwise represent, with full
power of substitution, the ▇▇▇▇▇▇▇▇ Shares as ▇▇▇▇▇▇▇▇ sees fit and in
Fradella's sole and unrestricted discretion.
2. Legend. Each certificate representing Common Stock subject to the
terms of this Agreement issued hereafter by the Company shall have the following
legend on the back of the certificate:
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THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE
PROVISIONS OF A VOTING AGREEMENT BY AND AMONG W. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, DATED JUNE 29, 2001, A COPY
OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICES OF U S
INDUSTRIAL SERVICES, INC. (THE "COMPANY") OR FURNISHED BY THE
COMPANY UPON WRITTEN REQUEST AND WITHOUT CHARGE.
3. Termination of Agreement. The obligations of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇,
as set forth in this Agreement, shall terminate on the first anniversary of the
Effective Date. If ▇▇▇▇▇▇▇▇ is not elected to the Company's Board of Directors
on or before September 1, 2001, this Agreement shall terminate. Upon termination
of this Agreement, ▇▇▇▇▇▇▇▇ shall sign any and all documents and take such other
actions as ▇▇▇▇▇▇▇▇ may reasonably request to vest ▇▇▇▇▇▇▇▇ with the right to
vote the ▇▇▇▇▇▇▇▇ Shares.
4. Non-assignable. This Agreement may not be transferred or assigned by
▇▇▇▇▇▇▇▇. Any attempted transfer or assignment of this Agreement by ▇▇▇▇▇▇▇▇
shall be void ab initio.
5. Further Assurances. In addition to the authority granted to ▇▇▇▇▇▇▇▇
by the Proxy, ▇▇▇▇▇▇▇▇ shall take any and all further steps necessary hereunder
and requested by ▇▇▇▇▇▇▇▇ to ensure that the full intent of this Agreement and
the Proxy is fulfilled, including, without limitation, voting the ▇▇▇▇▇▇▇▇
Shares or executing consents in accordance with and subject to Fradella's sole
direction and discretion.
6. Severability. If any provision of this Agreement is held to be
invalid, illegal, or unenforceable in any respect, such provision will be
enforced to the maximum extent possible and such invalidity, illegality or
unenforceability will not affect any other provision of this Agreement, and this
Agreement will be construed as if such invalid, illegal or unenforceable
provision had (to the extent not enforceable) never been contained herein.
7. Governing Law; Venue. This Agreement shall be governed by and
construed in accordance with the law of the State of Delaware, without regard to
the conflicts of law rules of such state. Any action brought hereunder or
arising out of the transactions contemplated hereby shall be brought in New
Castle County, Delaware. Venue for such action shall lie exclusively in New
Castle County, Delaware, and each of the parties hereby consents to the
jurisdiction of such federal and state courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding which is brought
in any such court has been brought in an inconvenient forum.
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8. Injunctive Relief. The parties hereto agree that monetary damages
would be an insufficient remedy for a breach of this Agreement, which could
cause irreparable harm, and hereby consent to injunctive relief for any such
breach.
9. Counterparts. This Agreement may be executed in any number of
counterparts, including by facsimile signature, each of which when so executed
and delivered will be deemed an original, and all such counterparts together
will constitute one and the same agreement.
10. Entire Agreement. This Agreement constitutes the entire agreement
of the parties with respect to the specific subject matter hereof and supersedes
all other agreements or understandings between or among the parties hereto with
respect to such specific subject matter.
11. Headings. The captions and headings of this Agreement are included
for ease of reference only and will be disregarded in interpreting or construing
this Agreement. Unless otherwise stated, all references herein to Sections will
refer to Sections of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first written above.
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W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Stockholder
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Stockholder
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EXHIBIT A
IRREVOCABLE PROXY
U S INDUSTRIAL SERVICES, INC.
The undersigned, as a record holder of the securities of U S Industrial
Services, Inc., a Delaware corporation described below, hereby revokes any
previous proxies and irrevocably appoints ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as the undersigned's
proxy to attend all stockholder' meetings and to vote, execute consents, and
otherwise represent those shares in the same manner and with the same effect as
if the undersigned were personally present at any such meeting or voting such
securities or personally acting on any matters submitted to stockholders for
approval or consent. The proxy holder shall have full power of substitution and
revocation.
This proxy is made pursuant to and subject to that certain Voting
Agreement by and between the undersigned and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated June 29,
2001. This proxy shall be irrevocable and is coupled with an interest from the
date hereof until June 29, 2002.
THIS PROXY SHALL BE SIGNED EXACTLY AS THE UNDERSIGNED STOCKHOLDER'S
NAME APPEARS ON HIS STOCK CERTIFICATE. IF SIGNED BY AN ATTORNEY IN FACT, THE
POWER OF ATTORNEY MUST BE ATTACHED.
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W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Securities Information:
Certificate No.:
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Number of Shares:
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Class of Shares:
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