EXHIBIT 2
August 21, 2000
Nextel Communications, Inc.
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Re: Agreement and Plan of Reorganization dated as of August 21, 2000 by and
among Nextel Communications, Inc. ("Nextel"), Nextel Finance Company
("Acquisition Sub") and Chadmoore Wireless Group, Inc. ("Chadmoore")
(the "Agreement")
Gentlemen:
To induce you to enter into the Agreement referenced above, the
undersigned, being a shareholder of Chadmoore, agrees as follows:
(a) The undersigned hereby irrevocably agrees to (i) attend, in
person or by proxy, the meeting of Chadmoore's shareholders
relating to the vote on the Reorganization (as defined in the
Agreement) and the transactions contemplated by the Agreement,
and any and all lawful adjournments thereof, and (ii) vote (or
cause to be voted) the 8,854,662 shares (the "Shareholder
Shares") of the Common Stock of Chadmoore, $0.01 par value (the
"Common Stock"), owned by the undersigned as of the date hereof
and any other voting securities of Chadmoore, whether issued
heretofore or hereafter, that the undersigned owns or has the
right to vote, for the approval of the Reorganization and the
transactions contemplated by the Agreement. The undersigned
confirms that such agreement to attend and vote is coupled
with an interest. The undersigned revokes any and all previous
proxies with respect to the Shareholder Shares and/or any other
voting securities of Chadmoore owned by the undersigned.
(b) The undersigned will not solicit, encourage or recommend to
other holders of Common Stock that: (i) they vote their shares of
Common Stock against the approval of the Reorganization and the
transaction contemplated by the Agreement; (ii) they abstain from
voting, or otherwise fail to vote, their shares of Common Stock
in connection with the consideration of the Reorganization and
the transactions contemplated by the agreement; (iii) they sell,
transfer, tender or otherwise dispose of their shares of Common
Stock other than as contemplated in connection with the
Reorganization; or (iv) they attempt to exercise any applicable
statutory appraisal or other similar rights.
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This agreement shall be governed by, and construed in accordance with,
the laws of the state of New York, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.
RECOVERY EQUITY INVESTORS II, L.P.
By: RECOVERY EQUITY PARTNERS II, L.P.,
its General Partner
By: /s/ Xxxxxx X. Xxxx-Xxxx
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Name: Xxxxxx X. Xxxx-Xxxx
Title: General Partner
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: General Partner
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