FORM OF EXCHANGE AGENT AGREEMENTExchange Agent Agreement • September 26th, 2008 • Ezcorp Inc • Retail-miscellaneous retail
In connection with the merger (“Merger”) of Value Merger Sub, Inc., a Florida Corporation (“Sub”) and wholly-owned subsidiary of EZCORP, Inc., a Delaware Corporation (“EZCORP” or “PARENT”) with and into Value Financial Services, Inc. a Florida Corporation, Tax ID # 65-0503587 (“TARGET”) pursuant to the Agreement and Plan of Merger dated as of September ___, 2008 (the “Merger Agreement”), a copy of which has been previously delivered to you, at the effective date of the Merger (“Effective Date”), each issued and outstanding share of Common Stock, par value $.01 per share, of TARGET (“TARGET Common Stock”) will be converted into the right to receive Eleven Dollars ($11.00) per share in cash, except as provided in the following sentence. The Target’s shareholders listed on the attached Schedule 1 of the Merger Agreement (“Schedule 1”) shall receive 0.75 shares of Class A Non-voting Common Stock issued by EZCORP, Inc. (“the EZCORP Shares”) for each share of TARGET Common Stock owned by the
