exv10w3












EXHIBIT 10.3




EXCHANGE AGENT AGREEMENT




Date: October __, 2008




American Stock Transfer & Trust Company

59 Maiden Lane

New York, NY 10038




Ladies and Gentlemen:



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 VFS common stock and will be prorated if more VFS shareholders than the
maximum decide to elect to receive the cash consideration. The merger consideration and the rights
of holders of Target Common Stock to exercise appraisal rights under the Florida Business
Corporation Act are forth in detail in Section 3.1 of the Merger Agreement.



You will be notified of the Effective Date by no later than the first business day following the
Effective Date.



No fractional shares of EZCORP stock will be issued in the merger. In lieu of any such fractional
share, each holder of record of shares of TARGET Common Stock (“TARGET Shareholders”) who would
otherwise have been entitled to a fraction of a share of EZCORP Class A Non-voting Common Stock
shall be entitled to have the number of shares of such holder rounded up to the next whole number
of shares.



TARGET has delivered or will deliver to you (i) a copy of the letter of transmittal (“Letter of
Transmittal”) to be sent to TARGET Shareholders, (ii) copies of all other documents or materials,
if any, to be forwarded to TARGET Shareholders,





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(iii) a certified copy of resolutions adopted by
the Board of Directors of TARGET authorizing the Merger, the appointment of an exchange agent and
execution of an exchange agent agreement, (iv) a list showing the names and addresses of all TARGET Shareholders as of the Effective Date and the
number of shares of TARGET Common Stock to be held by each TARGET Shareholder immediately prior to
the Effective Date including the certificate detail relating thereto, and (v) a list of
certificates (including certificate numbers) representing shares of TARGET Common Stock that have
been or are, as of such date, lost, stolen, destroyed or replaced or restricted as to transfer
(noting the text of the restrictive legends applicable thereto) or with respect to which a stop
transfer order has been noted (such lists being herein referred to as the (“Lists”).



As soon as practicable after the Effective Date, the Exchange Agent (as defined below) will:





	I.	 	deliver the merger consideration consisting of EZCORP Shares, cash or a combination of cash
and EZCORP Shares, as applicable, to each TARGET Shareholder for whom the TARGET has delivered
to the Exchange Agent an executed Letter of Transmittal with instructions, the TARGET
Shareholder’s stock certificate(s) representing its capital stock of the TARGET properly
surrendered and, if applicable, properly endorsed and otherwise in form for transfer (or, if
such stock certificates are lost, stolen or destroyed, an executed affidavit of loss and, if
required by the Parent, the requirements for an indemnity bond); or
	 
	II.	 	mail to each TARGET Shareholder for whom TARGET has not delivered the material described in
the preceding paragraph I (a) a notice advising such holder of the effectiveness of the Merger
and the applicable terms of the exchange effected thereby, (b) a Letter of Transmittal with
instructions, (c) a self-addressed return envelope, (d) tax certification guidelines, and (e)
any other material deemed appropriate by TARGET and PARENT.




This will confirm the appointment by TARGET, PARENT and Sub of American Stock Transfer & Trust
Company as the exchange agent (“Exchange Agent”) and, in that capacity, the authorization of the
Exchange Agent to act as agent for the TARGET Shareholders for the purpose of receiving the EZCORP
Shares and cash in lieu of fractional shares to be issued in exchange for shares of TARGET Common
Stock and transmitting the same to the TARGET Shareholders upon satisfaction of the conditions set
forth herein. Your duties, liabilities and rights as Exchange Agent are as set forth herein and
will be governed, in addition, by the applicable terms of the Merger Agreement.





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In carrying out your duties as Exchange Agent, you are to act in accordance with the following:





	1.	 	Examination of Letters of Transmittal. You are to examine Letters of Transmittal,
certificates representing shares of TARGET Common Stock and other documents delivered or
mailed to you by or for TARGET Shareholders to ascertain, to the extent reasonably determined
by you, whether:






	 	(a)	 	the Letters of Transmittal appear to be duly executed and properly completed in
accordance with the instructions set forth therein;
	 
	 	(b)	 	the certificates for shares of TARGET Common Stock appear to be properly
surrendered and, if applicable, endorsed for transfer;
	 
	 	(c)	 	the other documents, if any, used in exchange appear to be duly executed any
properly completed and in the proper form; and
	 
	 	(d)	 	the certificates for shares of TARGET Common Stock are free of restrictions on
transfer or stop orders except as set forth on the Lists.






	 	 	In the event you ascertain that any Letter of Transmittal or other document has been
improperly completed or executed, that any of the certificates for shares of TARGET Common
Stock are not in proper form or some other irregularity exists, you shall attempt to resolve
promptly the irregularity and may use your best efforts to contact the appropriate TARGET
Shareholder by whatever means of communication you deem most expedient to correct the
irregularity and, upon consultation with TARGET, shall endeavor to take such other
reasonable action as may be necessary to cause such irregularity to be corrected, and the
determination of any questions referred to TARGET or its counsel by you as to the validity,
form and eligibility, as well as the proper completion of execution of the Letters of
Transmittal and other documents, shall be final and binding, and you may rely thereon as
provided in Section 11 hereof. Any costs of contacting TARGET Shareholders for the purpose
of correcting irregularities shall be incurred for the account of TARGET.






	2.	 	Exchange of Shares. As soon as practicable after the Effective Date and after
surrender to you of all certificates for shares of TARGET Common Stock registered to a
particular record holder or holders (and only after surrender of all such certificates) and
the return of a properly completed and signed Letter of Transmittal relating thereto, you
shall cause to be issued and distributed to the holder(s) in whose name such certificates were
registered (or such other person as shall have been specified pursuant to the terms hereof)
(i) a check for the amount of the cash consideration due to the holder, and (ii) with respect
to those holders




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	 	 	listed in Schedule 1, the whole number of EZCORP Shares issuable pursuant to
the Merger Agreement, registered in the name of such holder.






	 	 	Until so surrendered, each certificate which immediately prior to the Effective Date
represented outstanding shares of TARGET Common Stock shall, at and after the Effective
Date, entitle the holder (s) thereof only to receive, upon surrender of it and all other
identically registered certificates, the cash and EZCORP Shares (if applicable) contemplated
by the preceding paragraph.
	 
	 	 	No dividends or other distributions otherwise payable after the Effective Date to a holder
of record of certificates representing shares of TARGET Common Stock shall be paid to such
holder unless and until such holder shall have surrendered all certificates representing
 shares of TARGET Common Stock registered to such holder. The Exchange Agent shall place and
hold any other distributions not paid to such holders pursuant to the requirements of the foregoing sentence and shall (subject to
applicable escheat laws) pay such distributions of each holder of record entitled thereto
after such holder shall have surrendered all certificates for shares of TARGET Common Stock
registered to such holder. No interest shall be payable to such holders on distributions
held by the Exchange Agent.
	 
	 	 	If any certificates representing shares of PARENT Common Stock are to be issued in, or a
cash is to be paid to, a name other than that in which the certificate for shares of TARGET
Common Stock surrendered in exchange therefor is registered, it shall be a condition of the
issuance or payment thereof that the certificate so surrendered shall be properly endorsed
and otherwise in proper form for transfer and that the person requesting such exchange shall
pay to you any transfer or other taxes required, or shall establish to your satisfaction
that such tax has been paid or is not payable.
	 
	 	 	Certificates to be delivered by mail shall be forwarded by first class mail under the
Exchange Agent’s blanket surety bond, which TARGET and PARENT understand protects TARGET and
PARENT and the Exchange Agent from loss or liability arising by virtue of the non-receipt or
non-delivery of such certificates. It is understood that the market value of the securities
in any one shipment sent by first class mail will not be in excess of $250,000.00. In the
event the market value shall exceed $250,000.00, the envelope shall be mailed by registered
mail and shall be insured separately for the replacement value of its contents at the time
of mailing.






	3.	 	Lost Stolen or Destroyed Certificates. In the event that any TARGET Shareholder
claims that any certificate representing shares of TARGET




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	 	 	Common Stock is lost, stolen or
destroyed, the Exchange Agent shall mail to such Shareholder an affidavit of loss and, if
required by the Parent, the requirements for an indemnity bond. The Exchange Agent shall make
the distribution of certificates representing shares of PARENT Common Stock only upon receipt
of a properly completed affidavit of loss and the requirements, if any, for an indemnity bond.
	 
	4.	 	Reports. The Exchange Agent shall furnish, until otherwise notified, monthly, or
more frequently if requested by TARGET or PARENT, reports to TARGET and PARENT showing:






	 	(a)	 	number of shares surrendered and number of full shares issued in exchange
therefor (previous, herewith and total); and
	 
	 	(b)	 	fractional shares adjusted (previous, herewith and total);.






	5.	 	IRS Filings. You shall arrange to comply with all requirements under the tax laws of
the United States, including those relating to missing tax identification numbers, and shall
file any appropriate reports with the Internal Revenue Service (“IRS”) (e.g., 1099, 1099B,
etc.) You may be required to deduct 28% from cash paid in lieu of fractional shares to holders
who have not supplied their correct taxpayer identification number or required certification. Such funds will be turned over to the IRS
by you.
	 
	6.	 	Certificates of PARENT Common Stock. The shares capital stock of TARGET held by the
persons listed on Schedule 1 hereto are restricted securities within the meaning of Rule 144
under the Securities Act of 1933, as amended, and applicable rules and regulations promulgated
by the Securities and Exchange Commission. However, the EZCORP Shares to be issued in
exchange for the TARGET Common Stock will, prior to issuance in the exchange, be registered
under the Securities Act of 1933 for resale by the persons listed on Schedule 1, as required
by Section 7.4 of the Merger Agreement. You will be notified by EZCORP as soon as practicable
as the registration statement for the EZCORP Shares has been declared effective by the
Securities and Exchange Commission and prior to the issuance of the EZCORP Shares to the
persons listed on Schedule 1. Accordingly, the EZCORP Shares will be issued and delivered
free of any legend restricting sale and transfer of the shares by reason of the registration
requirements of the Securities Act of 1933, notwithstanding the fact that certificates in
respect of TARGET shares submitted for exchange may bear a legend.




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	7.	 	Copies of Documents. You shall take such action at TARGET’s expense as may from time
to time be reasonably requested by TARGET to furnish copies of the Letter of Transmittal to
persons designated by TARGET.
	 
	8.	 	Receipt or Disposal. Letters of Transmittal and telegrams, telexes, facsimile
transmissions and other materials submitted to you by TARGET Shareholders shall be preserved
in terms of applicable laws.
	 
	9.	 	Maintenance of Records. You will keep and maintain complete and accurate ledgers
showing all shares exchanged by you and payments made by you. You are authorized to cooperate
with and furnish information to any organization or its legal representatives designated from
time to time by TARGET or PARENT in any manner reasonably requested by any of them in
connection with the Merger and share exchange pursuant thereto.
	 
	10.	 	Delivery of Surrendered Shares of TARGET Common Stock. All certificates for shares
of TARGET Common Stock surrendered to you shall be retained by you as required by S.E.C.
regulations.
	 
	11.	 	Exchange Agents Duties and Obligations. As Exchange Agent, you:






	 	(a)	 	will have no duties or obligations other than those specifically set forth
herein, or as may subsequently be agreed to in writing by you, PARENT and TARGET;
	 
	 	(b)	 	will be regarded as making no representations or warranties and having no
responsibilities regarding the validity, sufficiency, value or genuineness of any
certificates for shares of TARGET Common Stock surrendered to you or the shares of
TARGET Common Stock represented thereby; will not be required or requested to make any representations as to the validity or genuineness of any
certificates for shares of PARENT Common Stock or shares of PARENT Common Stock
represented thereby; and will not be responsible in any manner whatsoever for the
correctness of the statements made herein or in the Merger Agreement or in any document
furnished to you by TARGET or PARENT;
	 
	 	(c)	 	will not be obligated to institute or defend any action, suit or legal
proceeding in connection with the Merger, or your duties hereunder, or take any other
action which might in your judgment involve, or result in, expense or liability to you,
unless TARGET or PARENT shall first furnish you an indemnity satisfactory to you;
	 
	 	(d)	 	may rely on, and shall be protected in acting upon, any certificate,
instrument, opinion, representation, notice letter, telegram or other




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	 	 	 	document
delivered to you and believed by you to be genuine and to have been signed by the
proper party or parties;
	 
	 	(e)	 	may rely on, and shall be protected in acting upon, written or oral
instructions given by any officer of, or any party authorized by, TARGET or PARENT with
respect to any matter relating to your actions as Exchange Agent;
	 
	 	(f)	 	may consult with counsel satisfactory to you (including counsel for TARGET or
PARENT), and the written advice or opinion of such counsel shall be full and complete
authorization and protection in the respect of any action taken, suffered or omitted by
you hereunder in good faith and in accordance with such advice or opinion of such
counsel; and
	 
	 	(g)	 	may retain an agent or agents of your choice to assist you in performing your
duties and obligations hereunder, at your cost and without relieving you of any
liability hereunder.






	12.	 	Termination of Exchange Agent’s Duties and Obligations. This agreement shall
terminate upon demand by TARGET or PARENT at which time all undistributed certificates
representing shares of PARENT Common Stock, cash to be paid in lieu of fractional shares, and
any dividends and distribution in respect of PARENT Common Stock shall be delivered by the
Exchange Agent to PARENT. The provisions of sections 13 and 14 below shall survive the
termination of the agreement.
	 
	13.	 	Indemnification of Exchange Agent. TARGET and PARENT hereby jointly and severally
covenant and agree to reimburse, indemnify and hold you harmless from and against any and all
claims, actions, judgments, damages, losses, liabilities, costs, transfer or other taxes, and
expenses (including, without limitation, reasonable attorneys fees and expenses) incurred or
suffered without any negligence, bad faith or willful misconduct on your part, arising out of
or incident to this Agreement or the administration of your duties hereunder, or arising out
of or incident to your compliance with instructions set forth herein or with any instructions
delivered to you pursuant hereto, or as a result of defending yourself against any claim or
liability resulting from your actions as Exchange Agent, including any claim against you by
any tendering TARGET Shareholder, which covenant and agreement shall survive the termination
hereof. You hereby represent that you will notify TARGET and PARENT by letter, or facsimile confirmed by letter, of any receipt by you
of a written assertion of a claim against you, or any action commenced against you, within
ten (10) business days after your receipt of written notice of such assertion or your having
been served with the summons or other first legal process giving information as to the
nature and basis of any such assertion. However, you failure to so notify




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	 	 	TARGET and PARENT
shall not operate in any manner whatsoever to relieve TARGET and PARENT from any liability
which they may have on account of this Section 13 if no prejudice occurs. At their
election, TARGET and PARENT may assume the conduct of your defense in any such action or
claim at their sole cost and expense. In the event that TARGET and PARENT elect to assume
the defense of any such action or claim and confirm to you in writing that the indemnity
provided for in this Section 13 applies to such action or claim, TARGET and PARENT shall not
be liable for the fees and expenses of any counsel thereafter retained by you.
	 
	14.	 	Compensation and Expenses. For services rendered as Exchange Agent hereunder, your
fees are approved as set forth in the schedule attached to this agreement.
	 
	15.	 	Notices. Except as otherwise provided herein, no notice, instruction or other
communication by one party shall be binding upon the other party unless hand delivered or sent
by certified mail, return receipt requested. Notice to you shall be sent or delivered to your
above-noted address or such other addresses as you shall hereafter designate in writing in
accordance herewith. Notice to TARGET and PARENT shall be sent or delivered as follows:





	 	 	 	 	 
	 

	 	If to the Merger Sub:
	 	Value Merger Sub, Inc.
	 

	 	 	 	Attention: Connie Kondik, General Counsel
	 

	 	 	 	1901 Capital Parkway
	 

	 	 	 	Austin, Texas 78746
	 

	 	 	 	Fax: (512) 314-3463
	 
	 	 	 	 
	 

	 	If to EZCORP:
	 	EZCORP, Inc.
	 

	 	 	 	Attention: Connie Kondik, General Counsel
	 

	 	 	 	1901 Capital Parkway
	 

	 	 	 	Austin, Texas 78746
	 

	 	 	 	Fax: (512) 314-3463
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Lee Polson, Esq.
	 

	 	 	 	Strasburger & Price, LLP
	 

	 	 	 	600 Congress Avenue, Suite 1600
	 

	 	 	 	Austin, Texas 78701
	 

	 	 	 	Fax: (512) 536-5719







	16.	 	Prior Agreements. Nothing herein contained shall amend, replace or supersede any
agreement between Target and you to act as Target’s transfer agent which agreement shall
remain of full force and effect.




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	17.	 	Governing Law; Binding Upon Successors and Assigns. This Agreement shall be
constructed and enforced in accordance with the laws of the state of New York, without regard
to the principles thereof respecting conflicts of laws, and shall inure to the benefit of, and
the obligations created hereby shall be binding upon, the successors and assigns of the
parties hereto.






Executed this                      day of
                    , 2008



	 	 	 	 	 	 	 
	 	 	EZCORP, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Value Merger Sub, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Value Financial Services, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Agreed To and Accepted:




AMERICAN STOCK TRANSFER & TRUST COMPANY




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





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Fee Schedule



Flat fee of $20,000.00
Plus reasonable out-of-pocket expenses.



Additional fee equal to 1/3rd (one-third) of the Flat fee for each extension of the
Offer, plus reasonable out-of-pocket expenses associated with such extension.



Additional fee equal to 1/20th (one-twentieth) of the Flat fee for each day of a
subsequent offering period, plus reasonable out-of-pocket expenses associated with such subsequent
offering period.




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