Exhibit 7.c
Exhibit E
IRREVOCABLE PROXY
1. If Brooke Corporation, a Kansas corporation ("Buyer") breaches its covenant
in the first sentence of Section 1.3(c) (a "Breach") of the Stock Purchase and
Sale Agreement (the "Purchase Agreement") dated October 6, 2006 between Buyer
and First American Capital Corporation, a Kansas corporation ("Seller"), Buyer,
as holder of three million seven hundred forty-two thousand nine hundred
forty-three (3,742,943) shares of common stock of Seller (the "Initial Shares"),
hereby irrevocably appoints and constitutes ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or his designee (the
"Proxy Holder"), as its attorney and proxy to act in its place and stead as to
all Initial Shares subject hereto as long as this Irrevocable Proxy is in effect
for the sole purpose of voting the Initial Shares in favor of the Approvals (as
such term is defined in the Purchase Agreement). Upon the occurrence of the
Breach, the Proxy Holder shall have full power of substitution.
2. In compliance with applicable law, this Irrevocable Proxy is irrevocable and
coupled with an interest and executed in consideration of the Purchase
Agreement.
3. This Proxy shall terminate upon the earlier of: (i) the filing and
effectiveness of the Amendments with the Kansas Secretary of State; (ii) the
termination of the Purchase Agreement prior to Closing in accordance with its
terms; or (iii) the longest period permitted under the laws applicable to this
Irrevocable Proxy. In the event this Irrevocable Proxy shall terminate by
operation of law or otherwise prior to the occurrence of the event described in
part (i) or (ii) above, then ▇▇▇▇▇ agrees to immediately execute and deliver to
the Proxy Holder a new proxy substantially similar to this Irrevocable Proxy, so
long as the execution and delivery of such new proxy is not prohibited by or in
violation of applicable law.
4. In the event of a dispute or controversy arising out of or relating to this
Irrevocable Proxy, or performance hereof, the Proxy Holder shall be entitled to
act as the Buyer's attorney and proxy to act in its place and stead as to all
Initial Shares subject hereto for the purpose of voting the Initial Shares in
favor of the Approvals pursuant to this Irrevocable Proxy during the pendency of
such dispute. The prevailing party in any litigation or proceeding pertaining to
this Irrevocable Proxy shall be entitled to reasonable attorney's fees actually
incurred, together with costs of the litigation including expert witness fees,
if any.
5. This Irrevocable Proxy may be executed in one or more counterparts, each of
which shall constitute an original document, but all of which together shall be
one and the same Irrevocable Proxy.
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BROOKE CORPORATION
By:
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Name:
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Title:
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AGREED AND ACKNOWLEDGED:
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