AGREEMENT AND PLAN OF MERGER Among Hotspurs Holdings LLC, Hotspurs Acquisition Corporation and FirstCity Financial Corporation December 20, 2012Merger Agreement • December 26th, 2012 • Firstcity Financial Corp • Short-term business credit institutions • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of December 20, 2012, by and among Hotspurs Holdings LLC, a Delaware limited liability company (“Parent”), Hotspurs Acquisition Corporation, a Delaware corporation (“Merger Subsidiary”), and FirstCity Financial Corporation, a Delaware corporation (the “Company”).
SEPARATION AGREEMENTSeparation Agreement • December 26th, 2012 • Firstcity Financial Corp • Short-term business credit institutions • Texas
THIS SEPARATION AGREEMENT (this “Agreement”), made and entered into as of December 20, 2012, between Jim W. Moore (“Executive”) and FirstCity Financial Corporation, a Delaware corporation (“Company”);
LIMITED GUARANTEELimited Guarantee • December 26th, 2012 • Firstcity Financial Corp • Short-term business credit institutions • Delaware
Limited Guarantee, dated as of December 20, 2012 (this “Limited Guarantee”), by the parties listed on Exhibit A hereto (each a “Guarantor” and collectively, the “Guarantors”), in favor of FirstCity Financial Corporation, a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of even date herewith (as the same may be amended from time to time, the “Merger Agreement”), among the Guaranteed Party, Hotspurs Holdings LLC, a Delaware corporation (“Parent”), and Hotspurs Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
Re: Hotspurs Equity Commitment LetterEquity Commitment Letter • December 26th, 2012 • Firstcity Financial Corp • Short-term business credit institutions • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of even date herewith (as the same may be amended from time to time, the “Merger Agreement”), among FirstCity Financial Corporation, a Delaware corporation (the “Company”), Hotspurs Holdings LLC, a Delaware corporation (“Parent”), and Hotspurs Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), pursuant to which Parent will acquire the Company by causing Merger Subsidiary to merge with and into the Company, on the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms herein used but not defined shall have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement today by Parent, Merger Subsidiary and the Company, to induce the Company to enter into the Merger Agreement.
