VOTING AGREEMENT
This VOTING AGREEMENT is made and entered into as of December
9, 1999, by and between Xxxxx X. Xxxxxxxxxx, an individual with an address at
c/o Beldoch Industries, Inc., 0000 Xxxxxxxx, Xxx Xxxx, XX 00000 ("Affiliate"),
REXX Environmental Corporation, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and
Newtek Capital, Inc. a New York corporation with its principal place of business
at 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 ("Newtek").
WHEREAS, Newtek and REXX Environmental Corp., a New York
corporation ("REXX"), have entered into an Agreement and Plan of Merger, dated
December 9, 1999 (the "Merger Agreement"); and
WHEREAS, Section 3.08 of the Merger Agreement requires
Affiliate to vote all shares of the common stock, par value $.02 per share (the
"REXX Common Stock"), of REXX owned by Affiliate in favor of (a) adoption of the
Merger Agreement and (b) approval of the sale by REXX of REXX's wholly owned
subsidiary, Xxxxxxx Contracting, Inc., ("Xxxxxxx") pursuant to the terms of the
Stock Purchase Agreement, dated as of June 10, 1999 (the "Xxxxxxx Agreement"),
among REXX, Xxxxx X. Xxxxxx and Xxxx X. Xxxxxxx (collectively, the "Proxy
Actions"); and
WHEREAS, Affiliate is the owner of 5,000 shares (the
"Affiliate Shares") of REXX Common Stock.
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as set forth below.
1. Until such time as the Merger Agreement shall terminate by its terms,
Affiliate agrees to vote all of the Affiliate Shares in favor of the
Proxy Actions.
2. Until such time as the Merger Agreement shall terminate by its terms,
Affiliate shall not sell, assign or transfer any of the Affiliate
Shares unless the purchaser, assignee or transferee shall agree to
enter into and be subject to a voting agreement containing the terms
and provision of this Voting Agreement.
3. This Voting Agreement may be executed in two or more original
counterparts, each of which alone shall be deemed to be an original and
all of which together shall be considered but one instrument.
4. This Voting Agreement and the construction and validity thereof shall
be governed by the laws of the State of New York. The invalidity of any
provisions hereof shall not effect the validity of the remainder of
this Voting Agreement.
5. This Voting Agreement shall bind and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators,
successors and assigns.
6. This Voting Agreement may be amended only by unanimous written consent
of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Voting Agreement as of the date first set forth above.
REXX ENVIRONMENTAL CORPORATION
By:
Name:
Title:
NEWTEK CAPITAL, INC.
By:
Name:
Title:
------------------------------------
Xxxxx X. Xxxxxxxxxx
VOTING AGREEMENT
This VOTING AGREEMENT is made and entered into as of December
9, 1999, by and between Xxxxxx X. Xxxx, c/o REXX Environmental Corporation, 000
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Affiliate"), REXX Environmental
Corporation, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Newtek Capital, Inc.
a New York corporation with its principal place of business at 000 Xxxxx Xxxxxx,
0xx Xxxxx, Xxx Xxxx, XX 00000 ("Newtek").
WHEREAS, Newtek and REXX Environmental Corp., a New York
corporation ("REXX"), have entered into an Agreement and Plan of Merger, dated
December 9, 1999 (the "Merger Agreement"); and
WHEREAS, Section 3.08 of the Merger Agreement requires
Affiliate to vote all shares of the common stock, par value $.02 per share (the
"REXX Common Stock"), of REXX owned by Affiliate in favor of (a) adoption of the
Merger Agreement and (b) approval of the sale by REXX of REXX's wholly owned
subsidiary, Xxxxxxx Contracting, Inc., ("Xxxxxxx") pursuant to the terms of the
Stock Purchase Agreement, dated as of June 10, 1999 (the "Xxxxxxx Agreement"),
among REXX, Xxxxx X. Xxxxxx and Xxxx X. Xxxxxxx (collectively, the "Proxy
Actions"); and
WHEREAS, Affiliate is the owner of 371,051 shares (the
"Affiliate Shares") of REXX Common Stock.
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as set forth below.
1. Until such time as the Merger Agreement shall terminate by its terms,
Affiliate agrees to vote all of the Affiliate Shares in favor of the
Proxy Actions.
2. Until such time as the Merger Agreement shall terminate by its terms,
Affiliate shall not sell, assign or transfer any of the Affiliate
Shares unless the purchaser, assignee or transferee shall agree to
enter into and be subject to a voting agreement containing the terms
and provision of this Voting Agreement.
3. This Voting Agreement may be executed in two or more original
counterparts, each of which alone shall be deemed to be an original and
all of which together shall be considered but one instrument.
4. This Voting Agreement and the construction and validity thereof shall
be governed by the laws of the State of New York. The invalidity of any
provisions hereof shall not effect the validity of the remainder of
this Voting Agreement.
5. This Voting Agreement shall bind and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators,
successors and assigns.
6. This Voting Agreement may be amended only by unanimous written consent
of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Voting Agreement as of the date first set forth above.
REXX ENVIRONMENTAL CORPORATION
By:
Name:
Title:
NEWTEK CAPITAL, INC.
By:
Name:
Title:
------------------------------------
Xxxxxx X. Xxxx
VOTING AGREEMENT
This VOTING AGREEMENT is made and entered into as of December
9, 1999, by and between Xxxxxxx X. Xxxx, an individual with an address c/o REXX
Environmental Corporation, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Affiliate"), REXX Environmental Corporation, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, and Newtek Capital, Inc. a New York corporation with its principal
place of business at 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 ("Newtek").
WHEREAS, Newtek and REXX Environmental Corp., a New York
corporation ("REXX"), have entered into an Agreement and Plan of Merger, dated
December 9, 1999 (the "Merger Agreement"); and
WHEREAS, Section 3.08 of the Merger Agreement requires
Affiliate to vote all shares of the common stock, par value $.02 per share (the
"REXX Common Stock"), of REXX owned by Affiliate individually and as custodian
for his minor children, in favor of (a) adoption of the Merger Agreement and (b)
approval of the sale by REXX of REXX's wholly owned subsidiary, Xxxxxxx
Contracting, Inc., ("Xxxxxxx") pursuant to the terms of the Stock Purchase
Agreement, dated as of June 10, 1999 (the "Xxxxxxx Agreement"), among REXX,
Xxxxx X. Xxxxxx and Xxxx X. Xxxxxxx (collectively, the "Proxy Actions"); and
WHEREAS, Affiliate is the owner of 50,000 shares (the
"Affiliate Shares") of REXX Common Stock, individually, and 26,000 shares as
custodian for his minor children.
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as set forth below.
1. Until such time as the Merger Agreement shall terminate by its terms,
Affiliate agrees to vote all of the Affiliate Shares in favor of the
Proxy Actions.
2. Until such time as the Merger Agreement shall terminate by its terms,
Affiliate shall not sell, assign or transfer any of the Affiliate
Shares unless the purchaser, assignee or transferee shall agree to
enter into and be subject to a voting agreement containing the terms
and provision of this Voting Agreement.
3. This Voting Agreement may be executed in two or more original
counterparts, each of which alone shall be deemed to be an original and
all of which together shall be considered but one instrument.
4. This Voting Agreement and the construction and validity thereof shall
be governed by the laws of the State of New York. The invalidity of any
provisions hereof shall not effect the validity of the remainder of
this Voting Agreement.
5. This Voting Agreement shall bind and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators,
successors and assigns.
6. This Voting Agreement may be amended only by unanimous written consent
of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Voting Agreement as of the date first set forth above.
REXX ENVIRONMENTAL CORPORATION
By:
Name:
Title:
NEWTEK CAPITAL, INC.
By:
Name:
Title:
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