EXECUTION COPY
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement"), dated as of
September 6, 1999, is made by and among J. XXXX XXXX, an
individual, XXXXXX X. XXXXXX, an individual, XXXXXXX X. XXXXXX,
an individual, XXX X. XXXXXX, an individual, XXXX X. XXXXX, an
individual, XXXX X. XXXXXX, III, an individual, XXXXXX X. XXXXXX,
an individual, R. XXX XXXXXX, an individual, and XXXXXX X. XXXX,
an individual (collectively, the "Significant Stockholders"), and
GOLD BANC CORPORATION, INC., a Kansas corporation ("Gold Banc").
RECITALS
A. Gold Banc, Gold Banc Acquisition Corporation XI,
Inc., a Kansas corporation ("Acquisition Subsidiary"), American
Bancshares, Inc., a Florida corporation (the "Company"), are
entering into an Agreement and Plan of Reorganization, dated the
date hereof (the "Merger Agreement"), which provides, among other
things, that the Company will merge with and into Acquisition
Subsidiary (the "Merger"). Capitalized terms used herein that
are not otherwise defined herein shall have the meanings given to
such terms in the Merger Agreement.
B. As a condition to Gold Banc entering into the
Merger Agreement, Gold Banc has required that each of the
Significant Stockholders agree, and in order to induce Gold Banc
to enter into the Merger Agreement, each of the Significant
Stockholders has agreed, to enter into this Agreement with
respect to all the shares of Company Common Stock now owned or
which may hereafter be acquired by each of the Significant
Stockholders (the "Controlled Shares").
AGREEMENT
ACCORDINGLY, in consideration of the premises, the
mutual covenants and agreements set forth herein and other good
and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. Voting Agreement. Each of the Significant Stockholders
hereby agrees that during the time this Agreement is in effect,
at any meeting of the stockholders of the Company, however
called, and in any action by written consent of the stockholders
of the Company, each of the Significant Stockholders shall vote
its Controlled Shares: (a) in favor of the Merger, the Merger
Agreement (as amended from time to time) and the transactions
contemplated by the Merger Agreement, and (b) against any
competing Acquisition Proposal, or any other action or agreement
that would result in a breach of any representation, warranty,
covenant or agreement of the Company set forth in the Merger
Agreement, or which could result in any of the conditions to the
Company's obligations under the Merger Agreement not being
fulfilled.
2. Representations and Warranties. Each Significant
Stockholder hereby represents and warrants to Gold Banc, solely
with respect to itself and the Controlled Shares owned by such
Significant Stockholder, as follows:
(a) Authority. The Significant Stockholder has all
necessary power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement has been
duly and validly executed and delivered by the Significant
Stockholder and constitutes the legal, valid and binding
obligation of the Significant Stockholder, enforceable against
the Significant Stockholder in accordance with its terms.
(b) No Conflict. The execution and delivery of this
Agreement by the Significant Stockholder does not, and the
performance of this Agreement by the Significant Stockholder will
not, to the knowledge of the Significant Stockholder, (i)
conflict with or violate the Certificate of Incorporation or
Bylaws or other organizational documents of the Company or any
Subsidiary, (ii) conflict with or violate any Law applicable to
the Significant Stockholder or to which the Controlled Shares are
subject, or (iii) conflict with, violate or result in any breach
of or constitute a default (or an event that which notice or
lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a Lien on any of
the Controlled Shares, pursuant to any Contract or Lien or other
instrument or obligation to which the Significant Stockholder is
a party, or to which the Significant Stockholder or the
Controlled Shares are subject.
(c) No Consents. The execution and delivery of this
Agreement by the Significant Stockholder does not, and the
performance of this Agreement by the Significant Stockholder will
not, require the Consent of any Person, including any
Governmental Entity.
3. Title to the Controlled Shares. As of the date hereof,
the Significant Stockholder is the record or beneficial owner of
the number of shares of Common Company Stock listed for such
Significant Stockholder on Schedule A hereto. The Controlled
Shares are owned free and clear of all Liens, rights of first
refusal, limitations on the Significant Stockholder's voting
rights and other encumbrances of any nature whatsoever. The
Significant Stockholder has not appointed or granted any proxies,
which appointments or grants are still effective, with respect to
the Controlled Shares.
4. Covenants. Each Significant Stockholder hereby
covenants and agrees, solely with respect to itself and the
Controlled Shares owned by such Significant Stockholder, as
follows:
(a) No Inconsistent Agreements. Except as
contemplated by this Agreement and the Merger Agreement, the
Significant Stockholder will not enter into any voting agreement
or grant any proxy or power of attorney with respect to its
Controlled Shares that are inconsistent with this Agreement.
(b) No Transfer of Stock. The Significant Stockholder
will not, without the prior written consent of Gold Banc, offer
for sale, sell, transfer, tender, pledge, encumber, assign,
hypothecate, cause to be redeemed or purchased or otherwise
transfer or dispose of, directly or indirectly, record or
beneficial ownership of any of the Controlled Shares.
(c) No Exercise of Options. The Significant
Stockholder will not, without the prior written consent of Gold
Banc, exercise, sell or transfer any option or contract to
purchase, purchase any option to sell, grant any option right or
warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, record or beneficial ownership of any
option or warrant to purchase, or acquire, any Company Common
Stock or any securities convertible into any Company Common
Stock.
5. Miscellaneous.
(a) Termination. This Agreement shall terminate upon
the earlier of: (i) the Effective Time of the Merger or (ii)
termination of the Merger Agreement pursuant to Section 11.1
thereof.
(b) Specific Performance. The parties hereto agree
that irreparable damage would occur in the event a provision of
this Agreement is not performed in accordance with the terms
hereof and that Gold Banc shall be entitled to specific
performance of the terms hereof, in addition to any other remedy
at law or in equity.
(c) Entire Agreement. This Agreement and the Merger
Agreement constitute the entire Agreement between Gold Banc and
each of the Significant Stockholders with respect to the subject
matter hereof and thereof and supersede all prior agreements and
understandings, both written and oral, between Gold Banc and each
of the Significant Stockholders with respect to the subject
matter hereof.
(d) Amendment. The Agreement may not be amended except
by an instrument in writing signed by the parties hereto.
(e) Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced
by any rule of law, or public policy, all other conditions and
provisions of this agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of
this Agreement is not effected in any manner materially adverse
to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as
closely as possible to the fullest extent permitted by applicable
law in a mutually acceptable manner in order that the terms of
this Agreement remain as originally contemplated to the fullest
extent possible.
(f) Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Florida.
(g) Counterparts. This Agreement may be executed in
two or more counterparts and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be
deemed to be an original and such counterparts together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date first
written above.
/s/ J. Xxxx Xxxx
J. Xxxx Xxxx
/s/ Xxxxxx X.Xxxxxx
Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
/s/ Xxx X. Xxxxxx
Xxx X. Xxxxxx
/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
/s/ Xxxx X. Xxxxxx, III
Xxxx X. Xxxxxx, III
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
/s/ R. Xxx Xxxxxx
R. Xxx Xxxxxx
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
GOLD BANC CORPORATION, INC.
By:__________________________
Name:
Title:
SCHEDULE A
NAME OF SIGNIFICANT STOCKHOLDER NUMBER OF CONTROLLED SHARES*
J. Xxxx Xxxx 208,679
Xxxxxx X. Xxxxxx 55,442
Xxxxxxx X. Xxxxxx 48,047
Xxx X. Xxxxxx 57,157
Xxxx X. Xxxxx 26,518
Xxxx X. Xxxxxx, III 22,818
Xxxxxx X. Xxxxxx 25,765
R. Xxx Xxxxxx 6,818
Xxxxxx X. Xxxx 42,450
*Includes 6,818 stock options held by each.
