Exhibit 10.3


 





VOTING AGREEMENT


 


This
Voting Agreement (this "Agreement") is dated as of May 21, 2015 between the undersigned stockholder ("Stockholder")
of Frisch’s Restaurants, Inc., an Ohio corporation (the "Company"), and FRI Holding Company, LLC ("Parent").


 


WHEREAS, concurrently
with or following the execution of this Agreement, the Company, Parent and FRI Merger Sub, LLC, a wholly owned subsidiary of Parent
("Merger Sub"), have entered, or will enter, into an Agreement and Plan of Merger (as the same may be amended
from time to time, the "Merger Agreement"), providing for, among other things, the merger (the "Merger")
of Merger Sub and the Company pursuant to the terms and conditions of the Merger Agreement;


 


WHEREAS, as a condition
to its willingness to enter into the Merger Agreement, Parent has required that Stockholder execute and deliver this Agreement;
and


 


WHEREAS, in order to
induce Parent to enter into the Merger Agreement, Stockholder is willing to make certain representations, warranties, covenants
and agreements with respect to the shares of common stock, no par value, of the Company ("Company Common Stock")
beneficially owned by Stockholder and set forth below Stockholder's signature on the signature page hereto (the "Original
Shares" and, together with any additional shares of Company Common Stock pursuant to Section 6 hereof, the "Shares").


 


NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:


 


1.Definitions.


 


For purposes of this
Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.


 


2.Representations
of Stockholder.


 


Stockholder represents
and warrants to Parent that:


 


(a)(i) Stockholder
owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act all of the Original Shares free and clear of all
security interests, liens, claims, pledges, agreements, limitations in the Company’s voting rights, charges or other encumbrances,
and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any
character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there
are no voting trusts or voting agreements with respect to the Original Shares.


 






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(b)Stockholder
does not beneficially own any shares of Company Common Stock other than (i) the Original Shares, and (ii) any options, warrants
or other rights to acquire any additional shares of Company Common Stock or any security exercisable for or convertible into shares
of Company Common Stock, including the right to receive additional shares of Company Stock allocated under the Company’s
Executive Savings Plan, as set forth on the signature page of this Agreement (collectively, "Options").


 


(c)Stockholder
has full power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder's obligations hereunder
(including the proxy described in Section  3(b) below)).
This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation
of Stockholder, enforceable against Stockholder in accordance with its terms.


 


(d)None of the
execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby
or compliance by Stockholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default
(with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note,
bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder's property or
assets.


 


(e)No consent,
approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other person (as defined in
the Merger Agreement) on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement.
If Stockholder is an individual, no consent of Stockholder's spouse is necessary under any "community property" or other
laws in order for Stockholder to enter into and perform its obligations under this Agreement.


 


3.Agreement to
Vote Shares; Irrevocable Proxy.


 


(a)Stockholder
agrees during the term of this Agreement to vote the Shares and to execute a written consent or consents if stockholders of the
Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or
special meeting of stockholders of the Company: (i) in favor of the Merger and the Merger Agreement, at every meeting (or in connection
with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment
or postponement thereof; (ii) against (1) any Acquisition Proposal, (2) any action, proposal, transaction or agreement which could
reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or agreement
that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation
of the Merger or the fulfillment of Parent's, the Company's or Merger Sub's conditions under the Merger Agreement or change in
any manner the voting rights of any class of shares of the Company (including any amendments to the Company Articles or Company
Regulations).


 






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(b)Stockholder
hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full
power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the
Shares in accordance with Section  3(a). This proxy
and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take
such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and
power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled
with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder
with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive
the dissolution, bankruptcy, death or incapacity of Stockholder. The proxy and power of attorney granted hereunder shall terminate
upon the termination of this Agreement.


 





4.No Voting Trusts
or Other Arrangement.


 


Stockholder agrees
that Stockholder will not, and will not permit any entity under Stockholder's control to, deposit any of the Shares in a voting
trust, grant any proxies with respect to the Shares or subject any of the Shares to any arrangement with respect to the voting
of the Shares other than agreements entered into with Parent.


 


5.Transfer and
Encumbrance.


 


Stockholder
agrees that during the term of this Agreement, Stockholder will not, directly or indirectly, transfer, sell, offer, exchange, assign,
pledge or otherwise dispose of or encumber ("Transfer") any of the Shares or enter into any contract, option or
other agreement with respect to, or consent to, a Transfer of, any of the Shares or Stockholder's voting or economic interest therein.
Any attempted Transfer of Shares or any interest therein in violation of this Section  5
shall be null and void. 


 


6.Additional Shares.


 


Stockholder agrees
that all shares of Company Common Stock that Stockholder purchases, acquires the right to vote or otherwise acquires beneficial
ownership (as defined in Rule 13d-3 under the Exchange Act, but excluding shares of Company Common Stock underlying unexercised
Options) of after the execution of this Agreement shall be subject to the terms of this Agreement and shall constitute Shares for
all purposes of this Agreement.


 






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7.Waiver of Appraisal
and Dissenters' Rights.


 


Stockholder hereby
waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Merger that Stockholder may
have by virtue of ownership of the Shares.


 


8.Termination.


 


This Agreement shall
terminate upon the earliest to occur of (i) the Effective Time and (ii) the date on which the Merger Agreement is terminated in
accordance with its terms.


 


9.No Agreement
as Director or Officer.


 


Stockholder makes no
agreement or understanding in this Agreement in Stockholder's capacity as a director or officer of the Company or any of its subsidiaries
(if Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Stockholder
in stockholder's capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such
actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Stockholder
from exercising Stockholder's fiduciary duties as an officer or director to the Company or its stockholders.


 


10.Specific Performance.


 


The parties hereto
agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to seek
an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this
Agreement, in each case without posting a bond or undertaking, this being in addition to any other remedy to which they are entitled
at law or in equity. Each of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance
and other equitable relief on the basis that (i) the parties hereto seeking such remedy has an adequate remedy at law or (ii) an
award of specific performance is not an appropriate remedy for any reason at law or equity.


 


11.Entire Agreement.


 


This Agreement constitutes
the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties hereto
with respect to the subject matter of this Agreement. This Agreement may not be amended or supplemented, and no provisions hereof
may be modified or waived, except by an instrument in writing signed by both of the parties hereto. No waiver of any provisions
hereof by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed
a continuing waiver of any provision hereof by such party.


 






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12.Notices.


 


All notices and other
communications in connection with this Agreement shall be in writing and shall be deemed given if delivered personally, sent via
facsimile (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier
(with confirmation) to the parties hereto at the following addresses (or at such other address for a party hereto as shall be specified
by like notice):


 


If to Parent:


 


FRI Holding Company,
LLC


4170 Ashford Dunwoody
Road, Suite #390


Atlanta, GA 30319


Attention: Aziz Hashim


 


Copy to:


 


Cheng Cohen LLC


311 North Aberdeen
Street


Suite 400


Chicago, Illinois 60607


Attention: Amy Cheng


 


If to Stockholder,
to the address or facsimile number set forth for Stockholder on the signature page hereof.


 


Copy to:


 


Cohen Todd Kite &
Stanford LLC


250 East Fifth Street


Suite 2350


Cincinnati, Ohio 45202


Attention: Marc W.
Rubin


 


13.Miscellaneous.


 


(a)Ohio
Law (without regard to any jurisdiction’s conflict-of-laws principles) exclusively governs all matters based upon, arising
out of, or relating in any way to this Agreement, including all Proceedings arising out of or relating to this Agreement as well
as the interpretation, construction, performance and enforcement of this Agreement.


 






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(b)The Parties
agree that any suit, action or proceeding brought by any party hereto to enforce any provision of, or based on any matter arising
out of or in connection with, this Agreement shall be brought exclusively in any federal or state court located in Cincinnati,
Ohio. Each party hereto submits to this exclusive jurisdiction of such courts in any suit, action or Proceeding seeking to enforce
any provision of, or based on any matter arising out of, or in connection with, this Agreement and hereby irrevocably waives the
benefit of jurisdiction derived from present or future domicile or otherwise in such action of Proceeding. Each Party irrevocably
waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any
such suit, action or Proceeding in any such court or that any such suit, action or Proceeding brought in any such court has been
brought in an inconvenient forum. Each Party agrees that any such suit, action or Proceeding will constitute a complex business
case, and, if a Party initiates such a suit, action or proceeding in Ohio state court, it must be brought in the Ohio Business
Courts as a business case.


 


(c)EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION OR PROCEEDING,
SEEK TO ENFORCE THE FOREGOING WAIVER; (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) IT MAKES THIS
WAIVER VOLUNTARILY; AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS Section  13(c).


 


(d)If any term
or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in
any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated
to the greatest extent possible.


 


(e)This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute
one and the same instrument.


 


(f)Each party hereto
shall execute and deliver such additional documents as may be necessary or desirable to effect the transactions contemplated by
this Agreement.


 


(g)All Section
headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall
be derived therefrom.


 






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(h)The obligations
of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger
Agreement is executed and delivered by the Company, Parent and Merger Sub, and the parties agree that there is not and has not
been any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein.


 


(i)Neither
party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the
other party hereto, except that Parent may assign, in its sole discretion, all or any of its rights, interests and obligations
hereunder to any of its Affiliates. Any assignment contrary to the provisions of this Section  13(i)
shall be null and void. 


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF,
the parties hereto have executed and delivered this Agreement as of the date first written above.


 


	 	
        FRI HOLDING COMPANY, LLC 

         

         

	 	
        Sign: /s/ Aziz Hashim

        Name: Aziz Hashim

        Title: Managing Member



 


 


	 	
        STOCKHOLDER

         

         

	 	
        Sign: /s/ Karen F. Maier

        Name: Karen F. Maier

        Title: not applicable (if applicable)

         

        Number of Shares of Company Common Stock
        Beneficially Owned as of the Date of this Agreement: 305,509

         

        Number of Options Beneficially Owned as
        of the Date of this Agreement: 1,750

         

        Street Address: 8599 Concord Hills Circle

        City/State/Zip Code: Cincinnati,
Ohio 45243