PARENT SHAREHOLDER VOTING AGREEMENT
This PARENT
SHAREHOLDER VOTING AGREEMENT (this "Agreement") is entered
into as of January __, 2005, by and between
American Corporation, a Minnesota
corporation (the "Company"), and the
undersigned shareholder (the "Shareholder")
of National Incorporated, a California
corporation ("Parent").
W I T N E S S E T H:
WHEREAS, Parent,
Major
League Merger Corporation, a Minnesota
corporation and a wholly owned subsidiary of Parent ("Merger Sub 1"), Minor
League Merger Corporation, a Delaware corporation and a
wholly owned subsidiary
of Parent ("Merger Sub 2"), and the Company
are entering into an
Agreement and
Plan of Merger and Reorganization (the
"Reorganization
Agreement") concurrently
herewith pursuant to which (i) Parent will
merge with and into Merger Sub 2 (the
"Migratory Merger"), whereupon (A) Merger Sub 2 will succeed to all of the
rights and liabilities of Parent, and (B) all outstanding shares of capital
stock of Parent will be converted into the
right to receive an equivalent number
of shares of capital stock of Merger Sub 2, and (ii) Merger Sub 1 will merge
with and into the Company (the "Merger"),
whereupon (A) the
Company will become
a wholly owned subsidiary of Merger Sub 2, and (B) all
outstanding
shares of
capital stock of the Company (the
"Company Capital Stock") will be converted
into the right to receive a number of
shares of common stock
of Merger Sub 2 as
set forth therein.
WHEREAS, for all purposes of and under this Agreement capitalized
terms
used but not otherwise defined herein shall have the respective meanings
ascribed thereto in the Reorganization
Agreement.
WHEREAS,
Parent, the Company and Merger Sub (as
defined below),
have
entered into an Agreement and Plan of Merger and
Reorganization
of even date
herewith (the "Merger Agreement"),
which provides for the
merger (the "Merger")
of the Company with and into a wholly-owned
subsidiary of Parent ("Merger Sub").
WHEREAS, the
Shareholder is the
beneficial owner (as
defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of the shares of capital stock of
Parent, and options to
acquire shares
of capital stock of Parent, each as set forth on the
signature page of this
Agreement.
WHEREAS, in
consideration of the
execution of the Merger Agreement by
the Company, the Shareholder (solely in his
capacity as such) is hereby agreeing
to vote the Shares (as defined below),
so as to facilitate
the consummation
of
the Merger.
NOW, THEREFORE, in
consideration of the premises and the covenants and
agreements set forth in the Merger
Agreement and in this
Agreement,
and other
good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged and accepted, the parties
hereto hereby agree as follows:
1. Certain
Definitions.
Capitalized
terms used but not otherwise
defined herein shall have the respective
meanings ascribed to them in the Merger
Agreement. For purposes of this Agreement, the following terms shall have
the
following respective meanings:
<PAGE>
(a) "Expiration
Date" shall mean the
earlier to occur of (i)
such date and time as the Merger Agreement
shall have been validly terminated in
accordance with its terms and conditions, or (ii) such date and time as
the
Merger shall become effective in accordance
with its terms and conditions.
(b) "Person"
shall mean any individual, any corporation,
limited liability company, general or limited partnership, business trust,
unincorporated association or other business organization or entity, or any
governmental body or authority.
(c) "Shares" shall
mean (i) all voting
securities of
Parent
beneficially owned by the Shareholder as of the
date of this Agreement and (ii)
all voting securities of Parent which the Shareholder purchases or acquires
beneficial ownership of after the date of this Agreement and prior to the
Expiration Date, including, without limitation, any shares issued or issuable
upon the conversion, exercise or exchange, as the case may be, of any
shares
held by the Shareholder which are convertible into, or exercisable or
exchangeable for, voting securities of
Parent.
(d) "Transfer"
shall mean a direct or indirect: (i) sale,
pledge, encumbrance, grant of an option
with respect to, transfer or disposal of
a security or any interest in such
security, or (ii)
entrance into an agreement
or commitment providing for the sale of, pledge
of, encumbrance of, grant of an
option with respect to, transfer of or disposition of such security or any
interest therein.
2. Transfer of Shares.
(a) Transferee of
Shares to be Bound by this Agreement. The
Shareholder hereby agrees that, at all times
during the period
commencing with
the execution and delivery of this
Agreement until the Expiration Date, the
Shareholder shall not cause or permit any
Transfer of any of the Shares (or any
securities convertible into or exercisable or
exchangeable for Shares), or any
interest in the foregoing, to be effected unless each Person to which any
of
such Shares (or any securities convertible into or exercisable or
exchangeable
for Shares), or any interest in any of the
foregoing, is or may
be Transferred
shall have (i) executed a counterpart of
this Agreement and an irrevocable proxy
in the form attached hereto as Exhibit A (the "Proxy"), and (ii) agreed in
writing to hold such Shares (or any
securities convertible
into or
exercisable
or exchangeable for Shares), or such interest in the foregoing,
subject to the
terms and conditions of this Agreement.
(b) Transfer of Voting Rights. The Shareholder hereby agrees
that, at all times during the period
commencing with the
execution and delivery
of this Agreement until the Expiration
Date, the Shareholder
shall not deposit
(or permit the deposit of) any Shares (or any
securities
convertible
into or
exercisable or exchangeable for Shares), or
any interest in the foregoing, in a
voting trust or grant any proxy,
or enter into any
voting agreement or
similar
agreement or arrangement in contravention of the obligations
of the Shareholder
under this Agreement with respect to any of the Shares (or any securities
convertible into or exercisable or
exchangeable for Shares), or any interest in
the foregoing.
3. Agreement to Vote Shares. The Shareholder hereby agrees that, at
all
times during the period commencing with the execution and delivery of this
Agreement until the Expiration Date, at every meeting of the
shareholders
of
Parent called with respect to any of the
following, and at
every adjournment or
postponement thereof, and on every action or
approval by written consent of the
shareholders of Parent with respect to any of
the following,
the Shareholder
shall vote, to the extent not voted by the
person(s) appointed
under the Proxy
(as defined in Section 4 hereof), the
Shares:
(a) in favor
of the adoption and approval of the Merger
Agreement and the approval of the Merger, and in favor of each of the
other
actions contemplated by the Merger Agreement and any action required in
furtherance thereof including, without
limitation, the Migratory Merger;
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<PAGE>
(b) against approval of any proposal made in opposition to, or
in competition with, consummation of the Merger and the other transactions
contemplated by the Merger Agreement including, without limitation, the
Migratory Merger;
(c) against any of the
following actions (other than those
actions that relate to the Merger and the
other transactions contemplated by the
Merger Agreement including, without limitation, the Migratory Merger): (i) any
merger, consolidation, business combination, sale of
assets, reorganization or
recapitalization of Parent or any
subsidiary of Parent with any person, (ii) any
sale, lease or transfer of any
significant part of
the assets of Parent or any
subsidiary of Parent, (iii) any
reorganization,
recapitalization,
dissolution,
liquidation or winding up of Parent or any
subsidiary of Parent, (iv) any change
in the capitalization of Parent or any subsidiary of
Parent, or the
corporate
structure of Parent or any subsidiary of
Parent, or (v) any other action that is
intended, or could reasonably be expected to, impede,
interfere with,
delay,
postpone, discourage or adversely affect the Merger or any of the other
transactions contemplated by the Merger
Agreement; and
(d) in favor of waiving any notice that may have been or may
be required relating to any reorganization of Parent or any subsidiary of
Parent, any reclassification or
recapitalization of the capital stock of Parent
or any subsidiary of Parent, or any sale of assets, change of control, or
acquisition of Parent or any subsidiary of Parent by any other
person, or any
consolidation or merger of Parent or any
subsidiary of Parent
with or into any
other person.
Prior to the Expiration Date, the
Shareholder shall not enter into any agreement
or understanding with any person to vote or give
instructions
in any manner
inconsistent with the terms of this Section 3.
4. Irrevocable Proxy.
The Shareholder hereby
agrees to deliver to the
Company, concurrently with the execution and delivery of
this Agreement,
the
Proxy in the form attached hereto as Exhibit A, which shall
be irrevocable
to
the fullest extent permitted by applicable
law, with respect to the Shares. The
Shareholder agrees that such Proxy is
executed and intended to be irrevocable in
accordance with provisions of Section 705 of
the California
Corporations Code
("CGCL") and this Agreement is entered into
in accordance with Section 706(a) of
the CGCL.
5. Representations,
Warranties and
Covenants of the Shareholder. The
Shareholder hereby represents, warrants and
covenants to Parent as follows:
(a) The Shareholder
is the beneficial or
record owner of, or
exercises voting power over, the Shares.
The Shares constitute the Shareholder's
entire interest in the outstanding shares
of voting securities of Parent and the
Shareholder does not hold any other outstanding shares of capital stock of
Parent. No person not a signatory to this
Agreement has a beneficial interest in
or a right to acquire or vote any of the Shares (other than, (i) if the
Shareholder is a partnership, the rights and interest of persons
and entities
that own partnership interests in the Shareholder under the partnership
agreement governing the Shareholder
and applicable
partnership law or
(ii) if
the Shareholder is a married individual and resides in a State
with community
property laws, the community property interest of his or her spouse to the
extent applicable under such community
property laws). The
Shares are and will
be at all times up until the Expiration Date free and clear of any security
interests, liens, claims, pledges,
options, rights of first refusal,
co-sale
rights, agreements, limitations on the Shareholder's
voting rights, charges and
other encumbrances of any nature
("Encumbrances")
that would adversely
affect
the Merger or the exercise or fulfillment of the rights and obligations of
Parent under the Merger Agreement or of the parties to this Agreement. The
Shareholder's principal residence or place of business is set forth on the
signature page hereto.
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<PAGE>
(b) The Shareholder
has all requisite power, capacity and
authority to enter into this Agreement and
to perform its obligations under this
Agreement. The execution and delivery of this
Agreement by the
Shareholder and
the consummation by the Shareholder of the
transactions contemplated hereby have
been duly authorized by all necessary action, if any, on the part of the
Shareholder. This Agreement has been duly executed and delivered by the
Shareholder and constitutes a valid and
binding obligation of
the Shareholder,
enforceable against the Shareholder in
accordance with its terms, subject only
to the effect, if any, of (a) applicable bankruptcy and other similar laws
affecting the rights of creditors generally and (b) rules of law governing
specific performance, injunctive relief and
other equitable remedies.
(c) The execution and delivery of this Agreement by the
Shareholder does not, and the Shareholder's
performance of the obligations under
this Agreement will not: (a) conflict
with, or result in any
violation of any
order, decree or judgment applicable to the Shareholder or by which the
Shareholder or any of the Shareholder's properties or the Shares are
bound; or
(b) result in any breach of or constitute a default (with notice or lapse of
time, or both) under, or give to others any rights of
termination,
amendment,
acceleration or cancellation of, or result in the creation of
any Encumbrance
on, any of the Shares pursuant to any contract to which the Shareholder is a
party or by which the Shareholder or any of t
