VOTING AGREEMENT
EXHIBIT 10.3
This Voting Agreement (the “Voting Agreement”) is entered as of September ___, 2008,
by and between the undersigned shareholders (the “Shareholders”) of Value Financial
Services, Inc., a Florida corporation (the “Company”), Value Merger Sub, Inc., a Delaware
corporation (“Merger Sub”), and EZCORP, Inc., a Delaware corporation (“EZCORP”).
Recitals
A. Concurrently with the execution and delivery of this Voting Agreement, the Company, Merger
Sub and EZCORP have entered into a Merger Agreement (the “Merger Agreement”) providing for
the merger of the Merger Sub with and into the Company (the “Merger”), and which requires
that a majority of each series of capital stock of the Company shall approve the conversion into
common stock of all shares of capital stock other than the Company’s common stock, including the
conversion into common stock of the Company’s Series A-1 Participating, Series A-2 Participating
and Series B Participating Preferred stock, all in accordance with the requirements of the Florida
Business Corporation Act, the Company’s Amended and Restated Articles of Incorporation and the
Company’s Bylaws.
B. As an inducement and a condition to EZCORP’s entering into the Merger Agreement, pursuant
to which each shareholder will receive the Merger Consideration provided in the Merger Agreement in
exchange for each share of the Company’s common stock owned by such Shareholder, the Shareholders
have entered into this Voting Agreement.
C. Each Shareholder owns (either beneficially or of record), and/or has the authority to vote
(either through record or beneficial ownership or by valid proxy the number of shares (the
“Shares”) of capital stock of the Company set forth opposite such Shareholder’s name on
Schedule A hereto.
Now therefore, the parties agree as follows:
1 Agreement with Respect to Shares. Each Shareholder agrees to vote all Shares and
any other shares of capital stock of the Company which Shareholder, directly or indirectly,
controls at a special meeting or any other meeting of shareholders of the Company, however called,
and in any action by consent of the shareholders of the Company (a) in favor of the Merger and (b)
in favor of the conversion of all Series A-1 Participating, Series A-2 Participating and Series B
Participating Preferred stock into common stock of the Company.
2 Covenants. Each Shareholder agrees with respect to himself and the Shares owned by
the Shareholder that:
(a) He shall not, except consistent with the terms of this Voting Agreement, (i)
transfer (which term shall include, without limitation, for the purposes of this Voting
Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any
or all of the Shares or any interest therein, (ii) enter into any contract,
option or other agreement or understanding with respect to any transfer of any or all
of the Shares or any interest therein, (iii) take any other action that would in any way
restrict, limit or interfere with the performance of its obligations hereunder or the
transactions contemplated hereby, or (iv) grant any proxies or powers of attorney with
respect to any of the Shares, deposit any Shares into a voting trust or enter into a voting
agreement with respect to such Shares. Notwithstanding the foregoing, Shareholder may
transfer his Shares if such transferee becomes a party to and bound by all of the terms of
this Voting Agreement.
(b) He will not enter into any transaction, take any action, or directly or indirectly cause any
event to occur that would result in any of the representations or warranties of
Shareholder herein contained not being true and correct at and as of the time
immediately after the occurrence of such transaction, action or event.
3. Representations and Warranties. Each Shareholder represents and warrants with
respect to himself and the Shares owned by the Shareholder that:
(a) He is the record or beneficial owner of the number of Shares set forth on Schedule
A opposite his name and, except for the Shares, he is not the record or beneficial owner of
any shares of capital stock of the Company.
(b) This Voting Agreement has been duly executed and delivered by Shareholder and
constitutes the legal, valid and binding obligation of Shareholder, enforceable against
Shareholder in accordance with its terms. Shareholder has all necessary power and authority
to execute and deliver this Voting Agreement, to perform his obligations hereunder and to
consummate the transactions contemplated hereby. Neither the execution and delivery of this
Voting Agreement nor the consummation by Shareholder of the transactions contemplated hereby
will result in a violation of, or a default under, or conflict with, any contract, trust,
commitment, agreement, understanding, arrangement or restriction of any kind to which
Shareholder is a party or bound or to which the Shares are subject which would materially
impair the ability of Shareholder to perform hereunder. Consummation by Shareholder of the
transactions contemplated hereby will not violate, or require any consent, approval, or
notice under, any provision of any judgment, order, decree, statute, law, rule or regulation
applicable to Shareholder or the Shares.
(c) The Shares owned by Shareholder and the certificates representing such Shares are
now and at all times during the term hereof will be held by Shareholder or by a nominee or
custodian for its benefit, free and clear of all liens, claims, security interests, proxies,
voting trusts or agreements, understandings or arrangements or any other encumbrances
whatsoever, except for any such encumbrances or proxies arising hereunder.
4 Specific Performance. Each party hereto severally acknowledges that it will be
impossible to measure in money the damage to the other party if the party hereto fails to comply
with any of the obligations imposed by this Voting Agreement, that every such obligation is
2
material and that, in the event of any such failure, the other party will not have an adequate
remedy at law or damages. Accordingly, each party hereto severally agrees that injunctive relief
or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for
such failure an will not oppose the granting of such relief on the basis that the other party has
an adequate remedy at law. Each party hereto severally agrees that he will not seek and agrees to
waive any requirement for, the securing or posting of a bond in connection with any other party’s
seeking or obtaining such equitable relief.
5 Termination. This Voting Agreement, and all rights and obligations of the parties
hereunder, shall terminate upon the first to occur of (a) the consummation of the Merger, (b)
December 31, 2008, or (c) the date of termination of the Merger Agreement in connection with the
terms thereof.
6 Miscellaneous.
(a) The headings contained in this Voting Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Voting Agreement.
(b) This Voting Agreement constitutes the entire agreement relating to the subject
matter covered herein, and supersedes all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof.
(c) Neither this Voting Agreement nor any of the rights, interests or obligations under
this Voting Agreement shall be assigned, in whole or in part, by operation of law or
otherwise, by any of the parties without the prior written consent of the other parties,
except that this Voting Agreement shall be binding upon Shareholder and its successors and
assigns and except as provided in Section (a).
(d) The construction and performance of this Voting Agreement will be governed by the
laws of the State of Florida, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.
(e) If any term, provision, covenant or restriction herein, or the application thereof
to any circumstance, shall, to any extent, be held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions herein and the application thereof to any other circumstances, shall remain in
full force and effect, shall not in any way be affected, impaired or invalidated, and shall
be enforced to the fullest extent permitted by law.
(f) No amendment, modification or waiver in respect of this Voting Agreement shall be
effective against any party unless is shall be in writing and signed by such party.
(g) This Voting Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when one or more
counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties need not sign
the same counterpart.
IN WITNESS WHEREOF, the parties have executed this Voting Agreement to become effective as of
the day and year first above written.
{Signatures Appear on Following Page}
| EZCORP, Inc. | ||||
| /s/ Xxxxxx X. Xxxxxxxx | ||||
By:
|
Xxxxxx X. Xxxxxxxx
|
|||
Title:
|
Senior Vice President
|
|||
| Value Merger Sub, Inc. | ||||
| /s/ Xxxxxx X. Xxxxxxxx | ||||
By:
|
Xxxxxx X. Xxxxxxxx
|
|||
Title:
|
Senior Vice President
|
|||
| Shareholders |
||||
| /s/ Xxxx Xxxxxxxx | ||||
| Xxxx Xxxxxxxx | ||||
| /s/ Xxxxxxx Xxxxxxx | ||||
| Xxxxxxx Xxxxxxx | ||||
| /s/ Xxxxx Xxxxxxx | ||||
| Xxxxx Xxxxxxx | ||||
Voting Agreement — Schedule A
| Outstanding Shares | ||||||||||||||||||||||||
| Option | Fully- | |||||||||||||||||||||||
| Holdings | Diluted | |||||||||||||||||||||||
| Investor | Series A-1 | Series A-2 | Series B | Total | (Common) | Total | ||||||||||||||||||
Xxxxxxx Xxxxxxx |
896,200 | 25,000 | 72,200 | 993,400 | 12,500 | 1,005,900 | ||||||||||||||||||
Xxxx Xxxxxxxx |
546,005 | 46,793 | 592,798 | 137,614 | 730,412 | |||||||||||||||||||
Xxxxx Xxxxxxx |
312,052 | 101,010 | 108,981 | 522,043 | 154,073 | 676,116 | ||||||||||||||||||
