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EXHIBIT 3
FORM OF VOTING AGREEMENT
The Board of Directors
Digital Solutions, Inc.
000 Xxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Gentlemen:
Reference is made to that certain Plan and Agreement of Merger and
Reorganization, dated as of October 29, 1998 ("Merger Agreement") by and among
the undersigned, Digital Solutions, Inc. ("Digital"), the Merger Corporations
and the TeamStaff Entities. All terms not defined herein shall have the
meanings ascribed to them in the Merger Agreement.
It is a condition to closing the transactions contemplated by the
Merger Agreement, specifically, pursuant to Sections 2(d)(iv)(B), 7(a)(xviii)
and 7(b)(xiv) of the Merger Agreement, that the undersigned deliver this voting
agreement to Digital. The undersigned acknowledges that he, she or it has
received certain consideration from Digital pursuant to the Merger Agreement
and this voting agreement is coupled with an interest.
The undersigned hereby agrees that for a period of two years from the
date hereof, the undersigned shall vote all Digital Shares beneficially owned
by the undersigned (determined in accordance with Section 13 of the Securities
and Exchange Act of 1934, as amended and any rules promulgated thereunder) in
favor of all management nominees to the Digital Board of Directors at any and
all special or annual meetings of shareholders of Digital and in any written
consent delivered by the undersigned to Digital or any third party. In the
event that any Digital Shares owned by the undersigned are transferred in a
private transaction or by the laws of descent, the shares so transferred shall
continue to be subject to this voting agreement. Notwithstanding the foregoing,
this voting agreement shall not be binding upon Digital Shares that are sold by
the undersigned either pursuant to a registration statement or Rule 144
promulgated by the SEC.
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The undersigned hereby acknowledges and agrees that the share
certificates owned by the undersigned shall bear a legend as follows:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING
AGREEMENT IN FAVOR OF DIGITAL SOLUTIONS, INC. A COPY OF THE VOTING
AGREEMENT IS RETAINED AT THE OFFICES OF DIGITAL SOLUTIONS, INC. NO
TRANSFER, PLEDGE OR SALE OF THE SALES SHALL BE ALLOWED EXCEPT IN
ACCORDANCE WITH THE VOTING AGREEMENT. THE VOTING AGREEMENT EXPIRES ON
__________, 2000.
IN WITNESS WHEREOF, the undesigned has duly executed this voting
agreement this ___ day of December, 1998.
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