EXHIBIT 2 STOCKHOLDERS' AGREEMENT STOCKHOLDERS' AGREEMENT (the "Agreement"), dated as of March 10, 2000, by and among Royal Bank of Canada, a Canadian commercial bank ("Parent"), Rainbow Acquisition Subsidiary, Inc., a Delaware corporation and a...Stockholders' Agreement • March 22nd, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Delaware
MERGER AGREEMENTPlan and Agreement of Merger • March 22nd, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Delaware
ROYAL BANK OF CANADA Royal Bank Plaza MUTUAL CONFIDENTIALITY AGREEMENT 200 Bay Street Toronto, Ontario M5J 2J5 Canada (416) 974-9878 CONFIDENTIAL as of January 31, 2000 Prism Financial Corporation 440 North Orleans Chicago, Illinois 60610 Attention:...Prism Financial Corp • March 22nd, 2000 • Mortgage bankers & loan correspondents
March 22, 2000 Dear Fellow Stockholders: We are pleased to inform you that on March 10, 2000, Prism Financial Corporation ("Prism") entered into a Merger Agreement (the "Merger Agreement") with Royal Bank of Canada, a Canadian commercial bank...Prism Financial Corp • March 22nd, 2000 • Mortgage bankers & loan correspondents
We are pleased to inform you that on March 10, 2000, Prism Financial Corporation ("Prism") entered into a Merger Agreement (the "Merger Agreement") with Royal Bank of Canada, a Canadian commercial bank ("Parent"), and Prism Acquisition Subsidiary, Inc. (f/k/a Rainbow Acquisition Subsidiary, Inc.), a Delaware corporation and a wholly owned, indirect subsidiary of Parent ("Purchaser"), pursuant to which Purchaser has today commenced a tender offer (the "Offer") to purchase all of the outstanding shares of Prism common stock, par value $.01 per share (the "Shares"), together with the associated rights to purchase preferred stock pursuant to the Rights Agreement, dated as of January 27, 2000, between Prism and LaSalle Bank National Association, as Rights Agent, for $7.50 per Share in cash. Under the Merger Agreement and subject to the terms thereof, following the Offer, Purchaser will be merged with and into Prism (the "Merger") and all Shares not purchased in the Offer (other than Shares
