EXCHANGE AGENT AGREEMENTExchange Agent Agreement • November 4th, 2008 • Ezcorp Inc • Retail-miscellaneous retail
This agreement is entered 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 16, 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, at such shareholder’s election, either (1) 0.75 shares of EZCORP Class A Non-voting Common Stock, rounded up to the nearest whole EZCORP Share, or (2) $11.00 cash for each share of VFS common stock owned by such shareholder at the effective time of the merger. The cash consideration is limited to 20% or less of the V
