EXHIBIT 99.2
SHAREHOLDERS AGREEMENT AND IRREVOCABLE PROXY, dated June 28, 2000, by
and among Xxxx Xxxxxxx, as Trustee under the Xxxx X. Xxxxxxx Revocable Trust,
dated March 27, 1998 ("Trustee"), having an address at 00000 Xxxx Xxx Xxxx,
Xxxxx, Xxxxxxxxxx 00000, Xxxxxx X. Xxxx, an individual resident in Sands Point,
New York ("X. Xxxx"), and Xxxxxxx X. Xxxx, an individual resident in New York,
New York ("X. Xxxx"). Trustee, X. Xxxx and X. Xxxx are holders of record of
common stock, $.02 par value ("Shares"), of REXX Environmental Corporation, a
New York corporation ("REXX").
Trustee, X. Xxxx and X. Xxxx herewith each agree to vote all the Shares
each of them holds of record as of the record date of the first meeting of
shareholders of REXX after the date hereof to approve (1) the execution and
closing of a Stock Purchase Agreement, dated as of June 10, 1999, between REXX,
as seller, and Xxxx X. Xxxxxxx and Xxxxx X. Xxxxxx, as buyers, and the
consummation of the Contemplated Transactions referred to therein, and (2) any
other action of REXX's shareholders which X. Xxxx and X. Xxxx may, as
shareholders, have obligated themselves to vote in favor of, and Trustee
herewith irrevocably constitutes and irrevocably appoints X. Xxxx and X. Xxxx,
and each of them, as her proxy to, until August 31, 2000, attend said meeting of
the shareholders, or any continuations or adjournments thereof, with full power
to vote and act for her at said meeting in favor of all such actions to the same
extent that she might if she were personally present, giving each of X. Xxxx and
X. Xxxx full power of substitution and revocation.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date above first written above.
/s/ Xxxx Xxxxxxx
------------------------
XXXX XXXXXXX, as Trustee
/s/ Xxxxxx X. Xxxx
------------------------
XXXXXX X. XXXX
/s/ Xxxxxxx X. Xxxx
------------------------
XXXXXXX X. XXXX
SHAREHOLDERS AGREEMENT AND IRREVOCABLE PROXY, dated June 28, 2000,
by and among Hilltop Investment Co. ("Hilltop"), Xxxxxx X. Xxxx, an individual
resident in Sands Point, New York ("X. Xxxx"), and Xxxxxxx X. Xxxx, an
individual resident in New York, New York ("X. Xxxx"). Hilltop, X. Xxxx and X.
Xxxx are holders of record of common stock, $.02 par value ("Shares"), of REXX
Environmental Corporation, a New York corporation ("REXX").
Hilltop, X. Xxxx and X. Xxxx herewith each agree to vote all the Shares
each of them holds of record as of the record date of the first meeting of
shareholders of REXX after the date hereof to approve (1) the execution and
closing of a Stock Purchase Agreement, dated as of June 10, 1999, between REXX,
as seller, and Xxxx X. Xxxxxxx and Xxxxx X. Xxxxxx, as buyers, and the
consummation of the Contemplated Transactions referred to therein, and (2) any
other action of REXX's shareholders which X. Xxxx and X. Xxxx may, as
shareholders, have obligated themselves to vote in favor of, and Hilltop
herewith irrevocably constitutes and irrevocably appoints X. Xxxx and X. Xxxx,
and each of them, as its proxy to, until August 31, 2000, attend said meeting of
the shareholders, or any continuations or adjournments thereof, with full power
to vote and act for it at said meeting in favor of all such actions to the same
extent that it might if it were personally present, giving each of X. Xxxx and
X. Xxxx full power of substitution and revocation.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date above first written above.
HILLTOP INVESTMENT CO.
/s/ Xxxxx X. Xxxxxx
------------------------
By: Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxx
------------------------
XXXXXX X. XXXX
/s/ Xxxxxxx X. Xxxx
------------------------
XXXXXXX X. XXXX
SHAREHOLDERS AGREEMENT AND IRREVOCABLE PROXY, dated June 28, 2000, by
and among Xxxx X. Xxxxxxx, an individual resident in San Diego, California as
Trustee of the Xxxxxxx X. Xxxxxxx Revocable Trust UDT dated March 27, 1998
("Xxxxxxx"), Xxxxxx X. Xxxx, an individual resident in Sands Point, New York
("X. Xxxx"), and Xxxxxxx X. Xxxx, an individual resident in New York, New York
("X. Xxxx"). Xxxxxxx, X. Xxxx and X. Xxxx are holders of record of common stock,
$.02 par value ("Shares"), of REXX Environmental Corporation, a New York
corporation ("REXX").
Xxxxxxx, X. Xxxx and X. Xxxx herewith each agree to vote all the Shares
he holds of record as of the record date of the first meeting of shareholders of
REXX after the date hereof to approve (1) the execution and closing of a Stock
Purchase Agreement, dated as of June 10, 1999, between REXX, as seller, and Xxxx
X. Xxxxxxx and Xxxxx X. Xxxxxx, as buyers, and the consummation of the
Contemplated Transactions referred to therein, and (2) any other action of
REXX's shareholders which X. Xxxx and X. Xxxx may, as shareholders, have
obligated themselves to vote in favor of, and Xxxxxxx herewith irrevocably
constitutes and irrevocably appoints X. Xxxx and X. Xxxx, and each of them, as
his proxy to, until August 31, 2000, attend said meeting of the shareholders, or
any continuations or adjournments thereof, with full power to vote and act for
him at said meeting in favor of all such actions to the same extent that he
might if he were personally present, giving each of X. Xxxx and X. Xxxx full
power of substitution and revocation.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date above first written above.
/s/ Xxxx X. Xxxxxxx
------------------------
XXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxx
------------------------
XXXXXX X. XXXX
/s/ Xxxxxxx X. Xxxx
------------------------
XXXXXXX X. XXXX
SHAREHOLDERS AGREEMENT AND IRREVOCABLE PROXY, dated June 28, 2000, by
and among Xxxx X. Xxxxxxx, an individual resident in San Diego, California
("Xxxxxxx"), Xxxxxx X. Xxxx, an individual resident in Sands Point, New York
("X. Xxxx"), and Xxxxxxx X. Xxxx, an individual resident in New York, New York
("X. Xxxx"). Xxxxxxx, X. Xxxx and X. Xxxx are holders of record of common stock,
$.02 par value ("Shares"), of REXX Environmental Corporation, a New York
corporation ("REXX").
Xxxxxxx, X. Xxxx and X. Xxxx herewith each agree to vote all the Shares
he holds of record as of the record date of the first meeting of shareholders of
REXX after the date hereof to approve (1) the execution and closing of a Stock
Purchase Agreement, dated as of June 10, 1999, between REXX, as seller, and Xxxx
X. Xxxxxxx and Xxxxx X. Xxxxxx, as buyers, and the consummation of the
Contemplated Transactions referred to therein, and (2) any other action of
REXX's shareholders which X. Xxxx and X. Xxxx may, as shareholders, have
obligated themselves to vote in favor of, and Xxxxxxx herewith irrevocably
constitutes and irrevocably appoints X. Xxxx and X. Xxxx, and each of them, as
his proxy to, until August 31, 2000, attend said meeting of the shareholders, or
any continuations or adjournments thereof, with full power to vote and act for
him at said meeting in favor of all such actions to the same extent that he
might if he were personally present, giving each of X. Xxxx and X. Xxxx full
power of substitution and revocation.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date above first written above.
/s/ Xxxx X. Xxxxxxx
------------------------
XXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxx
------------------------
XXXXXX X. XXXX
/s/ Xxxxxxx X. Xxxx
------------------------
XXXXXXX X. XXXX
