Exhibit 9(c)
CONSENT AND AGREEMENT
This Consent and Agreement is made and given this 28th day of May, 1997, by
and between XXXXXXX X. XXXXXXX ("Xxxxxxx") and THE LIFEBOAT FOUNDATION (the
"Foundation").
RECITALS
X. Xxxxx X. Xxxxxxxx ("Xxxxxxxx") owns One Hundred Seventy-One Thousand
Eight Hundred and Twenty-Eight (171,828) common shares (the "Shares") of Gold
Banc Corporation, Inc. (the "Corporation").
X. Xxxxxxx and Xxxxxxxx entered into a Proxy Agreement/Shareholder
Agreement dated September 15, 1996, a copy of which is attached as Exhibit "A"
(the "Agreement"), wherein Xxxxxxxx granted Xxxxxxx a right of first refusal to
purchase, and an irrevocable proxy to vote all of the Shares.
X. Xxxxxxxx desires to transfer the Shares to the Foundation and Xxxxxxx
and the Foundation deem it in their respective best interests to consent to and
facilitate the transfer of the Shares.
NOW, THEREFORE, in consideration of the foregoing:
X. Xxxxxxx hereby consents to the transfer of the Shares to the
Foundation.
B. The Foundation agrees to be bound by the terms of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this instrument as of
the day and year first above written.
/s/ Xxxxxxx X. Xxxxxxx
_________________________________________
XXXXXXX X. XXXXXXX
THE LIFEBOAT FOUNDATION
/s/ Xxxxxx Xxxxx
By:______________________________________
Xxxxxx Xxxxx, Secretary
