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EXHIBIT 2.3
AGREEMENT OF NON-DILUTION
This Agreement of Non-Dilution (the "Agreement") is entered into, as of
the 15th day of February, 1999, between Technology Manufacturing & Design, Inc.,
a Texas corporation ("TMD") and U.S. Technologies Inc., a Delaware corporation
("UST").
WHEREAS, UST intends to sell all of its capital shares of GWP Inc.. a
Georgia corporation, and the parent corporation of TMD, to Xxxxxxx X. Xxxxx
("Xxxxx") for the purchase price of $1,234,832, which purchase price shall be
payable by the purchase-money, promissory note of Xxxxx (the "Purchase-Money
Note"); and
WHEREAS, UST has extended and continues to make available, to TMD
certain financial resources which constitute the working capital of TMD (the
"Working Capital Resources"); and
WHEREAS, TMD desires that UST sell all of its capital shares of GWP
Inc. to Xxxxx and that said Working Capital Resources continue to be made
available to TMD; it is therefore
AGREED, that in consideration of the aforementioned Working Capital
Resources and other good and valuable consideration, receipt of which is hereby
acknowledged:
5. TMD acknowledges and agrees that GWP, Inc. has pledged all of
the shares of the capital stock of TMD, currently owned by
GWP, Inc., to UST, as security for the payment of the interest
and principal under the Purchase-Money Note and for the
performance and satisfaction of certain other obligations of
Xxxxx and SWP, Inc. (the "Collateral");
6. TMD acknowledges and agrees that said Collateral constitutes
51% of the voting stock and voting control of TMD;
7. TMD acknowledges and agrees that UST, Xxxxx and GWP, Inc. have
agreed and acknowledged that the Collateral, at all times
prior to the repayment of the Note and the satisfaction of
certain other obligations of Xxxxx and GWP, Inc. to UST, shall
constitute 51% of the voting stock and voting control of TMD;
8. TMD, at all time prior to the repayment of the Note and the
satisfaction of the other obligations of Xxxxx and GWP, Inc.
to UST, shall take any and all actions and measures necessary
to insure that the Collateral constitutes at least 51% of the
voting stock and voting control of TMD and shall take no
actions of any kind which would dilute the voting shares and
voting control of the Collateral;
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9. TMD further acknowledges and agrees that a violation of the
terms of this Agreement shall constitute an event of default
under the Note and, thereby, will enable UST to exercise its
remedies thereunder, and under certain other agreements
between UST and Xxxxx and UST and GWP, Inc., with respect to
the Collateral.
IN WITNESS WHEREOF, parties have executed this Agreement as of the date
first above written.
U.S. TECHNOLOGIES INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Executive Vice President
TECHNOLOGY MANUFACTURING & DESIGN, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chief Executive Officer
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