EXHIBIT 2.2
VOTING AGREEMENT
VOTING
AGREEMENT, dated as of October 26, 2005 (this "Agreement"),
among
Patriot Holding Corp., a Minnesota
corporation ("Purchaser"), Patriot
Acquisition Corp., a Minnesota corporation
("Sub"), Transport Corporation of
America, Inc., a Minnesota corporation
("Seller"), and certain shareholders of
Seller whose names appear on Schedule I
hereto (each a "Shareholder" and
collectively, the "Shareholders").
W I T N E S S E T H:
WHEREAS, Seller,
Purchaser and Sub have negotiated an Agreement and Plan of
Merger (as such agreement may hereafter be
amended from time to time, the
"Merger Agreement"), which provides for,
upon the terms and subject to the
conditions set forth therein, the merger of
Sub with and into Seller (as set
forth in the Merger Agreement) in exchange
for $10.00 per share in cash for all
of the issued and outstanding shares of
capital stock of Seller (the "Merger");
WHEREAS, as of
the date hereof, each Shareholder beneficially owns (as such
term is defined pursuant to Rule 13d-3(a)
promulgated under the Exchange Act)
the number of shares and/or options to
purchase the number of shares of common
stock, $0.01 par value per share of Seller
(the "Seller Common Stock") set forth
opposite such Shareholder's name on
Schedule I hereto (all shares owned by such
Shareholder from time to time and for which
beneficial ownership may hereafter
be acquired by such Shareholder prior to
the termination of this Agreement,
whether upon the exercise of options,
conversion of convertible securities,
exercise of warrants or by means of
purchase, dividend, distribution or
otherwise, being referred to herein as such
Shareholder's "Subject Shares");
WHEREAS,
approval of the Merger Agreement by the holders of a majority
of
the issued and outstanding shares of Seller
Common Stock will be required in
order to consummate the transactions
contemplated by the Merger Agreement;
WHEREAS, as a
condition to the willingness of Purchaser to enter into the
Merger Agreement, Purchaser has requested
that each Shareholder enter into this
Agreement; and
WHEREAS, in
order to induce Purchaser to enter into the Merger Agreement,
each Shareholder is willing to enter into
this Agreement.
NOW, THEREFORE,
in consideration of the foregoing and the mutual covenants
and agreements herein contained, and
intending to be legally bound hereby,
Purchaser, Sub, Seller and the Shareholders
hereby agree as follows:
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ARTICLE I.
DEFINITIONS
Certain
capitalized terms used and not otherwise defined herein have
the
meanings ascribed to them in the Merger
Agreement. Unless the context otherwise
requires, such terms shall include the
singular and plural and the conjunctive
and disjunctive forms of the terms
defined.
ARTICLE II.
VOTING OF SHARES
SECTION 2.1.
Agreement to Vote. From the date hereof until the termination
of this Agreement pursuant to Section 4.1
hereof (the "Term"), at every time as
Seller convenes a meeting of, or otherwise
seeks a vote of, Seller's
shareholders with respect to the following,
each Shareholder hereby agrees to
vote, or cause to be voted, to the extent
not voted by Purchaser as appointed by
the Proxy, all of Shareholder's Subject
Shares held as of the record date
established by Seller for the purposes of
determining those shareholders of
Seller entitled to vote on such matters
(the "Record Date"):
(a) in favor of
the approval and adoption of the Merger Agreement and the
approval of the Merger and the transactions
contemplated by the Merger
Agreement;
(b) against
approval of any proposal made in opposition to, or in
competition with, the Merger and the
transactions contemplated by the Merger
Agreement; and
(c) against any
actions (other than those actions that relate to the Merger
and the transactions contemplated by the
Merger Agreement) that are intended to,
or could be reasonably expected to, impair
the ability of Seller to consummate
the Merger or otherwise impede, interfere
with, delay, postpone, discourage or
adversely affect the consummation of the
Merger in accordance with the terms of
the Merger Agreement.
Each Shareholder further agrees not to
enter into any agreement or understanding
with any person to vote or give
instructions in any manner inconsistent with or
violative of the terms of this Section
2.1.
SECTION 2.2.
Proxy; Reliance. Each Shareholder hereby constitutes and
appoints Purchaser, acting through each of
Van Zandt Hawn and Joseph M. Heinen,
each with the power to act alone and with
full power of substitution and
resubstitution, at any time during the
Term, as its true and lawful
attorneys-in-fact and proxies (its
"Proxy"), for and in its name, place and
stead, to vote such Shareholder's Subject
Shares held as of the Record Date as
its Proxy, at every annual, special,
adjourned or postponed meeting of the
shareholders of Seller called for purposes
of considering whether to approve the
Merger Agreement or any of the other
transactions or matters contemplated by, or
directly or indirectly affecting, the
Merger Agreement or to execute a written
consent of shareholders in lieu of any such
meeting. Each Shareholder
understands and acknowledges that Purchaser
and Sub have entered into the Merger
Agreement in reliance upon each
Shareholder's execution and delivery of this
Agreement. The parties agree that by reason
of the Merger Agreement, the Proxy
is a proxy coupled with an interest. At
Purchaser's request, each Shareholder
will perform such further acts and execute
such further documents as may be
required to vest in Purchaser or its
Representatives the sole power to vote
Shareholder's Subject Shares with respect
to the matters set forth in Section
2.1 during the Term in accordance with the
terms of this Agreement.
2
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THE FOREGOING PROXY AND POWER OF ATTORNEY ARE
IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM.
SECTION 2.3.
Limitation. Each Shareholder shall retain at all times the
right to vote such Shareholder's Subject
Shares in such Shareholder's sole
discretion and without any other limitation
on those matters other than those
set forth in Section 2.1 that are at any
time or from time to time presented for
consideration by Seller's shareholders
generally.
SECTION 2.4. Capacity. The
parties hereby agree that the Shareholders are
executing this Agreement solely in their
capacity as shareholders of Seller.
Nothing contained in this Agreement shall
limit or otherwise affect, in any
manner, the conduct or exercise of the
Shareholders' fiduciary duties as
officers or directors of Seller, where
applicable.
SECTION 2.5.
Transfer of Subject Shares. Except as otherwise contemplated
by the Merger Agreement, from and after the
date of this Agreement until the
termination of this Agreement, each
Shareholder agrees that it will be the
beneficial owner of all of such
Shareholder's Subject Shares and will hold such
S