EZCORP : NOTICE OF RATIFICATION AND ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS OF EZCORP, INC - Form 8-K

NOTICE OF RATIFICATION AND

ACTION BY WRITTEN CONSENT OF
THE STOCKHOLDERS OF
EZCORP, INC.

January 31, 2022

Dear Stockholder:

NOTICE IS HEREBY GIVEN pursuant to Section 228(e) of the General Corporation Law of the State of Delaware (the "DGCL") that, in connection with the ratification of certain "defective corporate acts" (as defined in Section 204(h) of the DGCL) identified in the Board Resolutions (as defined below) pursuant to and in accordance with Section 204 of the DGCL (collectively, the "Acts" and the ratification thereof, the "Ratification"), a written consent (the "Stockholder Consent") of the sole holder of the outstanding shares of Class B Voting Common Stock, $0.01 par value per share (the "Class B VotingCommon Stock"), of EZCORP, Inc., a Delaware corporation (the "Company"), representing the requisite vote of the stockholders of the Company to approve the ratification of each of the Acts and matters set forth therein, was executed and delivered to the Company in accordance with the DGCL on January 31, 2022. Upon the execution and delivery of the Stockholder Consent on January 31, 2022, the ratification of the Acts became effective (the "Validation Effective Time"). A copy of the resolutions of the Board of Directors of the Corporation (the "Board") authorizing the Ratification is attached as Exhibit A to this Notice and incorporated herein by reference (the "Board Resolutions"). Pursuant to the Stockholder Consent, the holder of all of the outstanding shares of Class B Voting Common Stock also expressly approved and ratified the Plan Amendment (as defined in the Board Resolutions) and ratified the Board's approval of the Ratification in all respects.

This Notice is being given on January 31, 2022 to the persons, other than the holder of all of the outstanding shares of Class B Voting Common Stock who executed and delivered the Stockholder Consent, who were the holders of record of the issued and outstanding shares capital stock of the Company as of the close of business on January 31, 2022, being the date that the Board Resolutions were adopted and the Stockholder Consent was delivered to the Company. This Notice is also being given to each holder of valid and putative stock entitled thereto, whether voting or nonvoting, as of January 31, 2022, and as of the date of each of the Acts, other than those persons who executed and delivered the Stockholder Consent or who otherwise consented to or waived notice of the Ratification in writing.

This Notice shall constitute the notice of stockholder action without a meeting required by Section 228(e) of the DGCL and shall also constitute any notice required under Section 204 of the DGCL. Additionally, under Section 204 of the DGCL, any claim that the any of the Acts or putative stock referenced in the Board Resolutions ratified under Section 204 of the DGCL is void or voidable due to the failure(s) of authorization set forth therein, or that the Delaware Court of Chancery should declare in its discretion that the ratification thereof in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, must be brought within the later of 120 days from the Validation Effective Time or the time at which this Notice is given.

EZCORP, INC.

By: /s/ THOMAS H.WELCH,JR.

Thomas H. Welch, Jr.

Chief Legal Officer and Secretary

EXHIBIT A

Board Resolutions

EZCORP, INC.

UNANIMOUSWRITTENCONSENTOFTHEBOARDOFDIRECTORS

January 31, 2022

Each of the undersigned, collectively constituting all of the members of the Board of Directors of

EZCORP, Inc., a Delaware corporation (the "Company"), pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), DOES HEREBY CONSENT to the adoption of, and DOES HEREBY ADOPT, the following resolutions:

WHEREAS, pursuant to the Amended and Restated EZCORP, Inc. 2010 Long-Term Incentive Plan, effective November 28, 2018 (the "Plan"), the Company is authorized to grant and issue Awards consisting of Stock Options, Stock Appreciation Rights, Stock Bonuses, Restricted Stock, Restricted Stock Units or Performance Shares (as such terms are defined in the Plan, and capitalized terms used and not defined herein have the meaning set forth in the Plan) in respect of the shares of the Company's Class A Non-Voting Common Stock, $0.01 par value per share (the "Class A Non-Voting Common Stock");

WHEREAS, although Section 1.2 of the Plan provided that no Award shall be granted under the Plan after May 1, 2020, since May 1, 2020, the Company has granted the Awards listed on Schedule 1 attached hereto (the "Award Grants"), with each such grant being approved by the People and Compensation Committee of the Company's Board of Directors (the "Board") prior to grant and otherwise purportedly made under the Plan;

WHEREAS, in consultation with counsel, the Board has determined that:

(a)Each of the Award Grants may constitute a "defective corporate act" (as such term is defined in Section 204(h) of the DGCL as a result of the failure of the Award Grants to have been authorized and effected in accordance with the terms of the Plan prior to May 1, 2020;

(b)Each share of Class A Non-Voting Common Stock issued pursuant to the Award Grants (as shown on Schedule 1) (collectively, the "Issuances") may constitute a share of "putative stock" (as such term is defined in Section 204(h) of the DGCL); and

(c)The amendment of of the Plan, effective as of April 30, 2020, (1) to replace the phrase "the tenth anniversary of the Effective Date" in Section 1.2 with "December 31, 2021" and (2) to increase the number of Authorized Shares specified in Section 3.1 to such number as is sufficient to cover the Award Grants (the "Plan Amendment") in order to allow for the making of the Award Grants under the Plan may constitute a "defective corporate act" (as such term is defined in Section 204(h) of the DGCL) as a result of the failure of the Plan Amendment to have been authorized and effected in accordance with the terms of the Plan prior to May 1, 2020; and

WHEREAS, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to ratify the Award Grants, the Issuances and the Plan Amendment pursuant to and in accordance with Section 204 of the DGCL.

NOW, THEREFORE, BE IT RESOLVED, that the Award Grants, the Issuances and the Plan

Amendment are the defective corporate acts to be ratified hereby;

RESOLVED, FURTHER, that the date of: (i) each Award Grant is the date of grant set forth on

Schedule 1 with respect to such Award Grant (and Schedule 1 is expressly incorporated herein by

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reference); (ii) each Issuance is the date of issuance set forth on Schedule 1 with respect to such

Issuance and (iii) the Plan Amendment was April 30, 2020;

RESOLVED, FURTHER, that the Award Grants and the Issuances have resulted in the issuance of a total of 155,491 shares of Class A Non-Voting Common Stock on the dates, and in the amounts, set forth on Schedule 1 and all such shares of Class A Non-Voting Common Stock constitute shares of putative stock;

RESOLVED, FURTHER, that the nature of the "failure of authorization" (as defined in Section 204(h) of the DGCL) in respect of: (i) each of the Award Grants and each of the Issuances is the failure of the applicable Award Grant to have been authorized and effected in accordance with the terms of the Plan and (ii) the Plan Amendment is the failure of the Plan Amendment to have to have been approved by the Board and voting stockholders of the Company and authorized and effected in accordance with the terms of the Plan;

RESOLVED FURTHER, that pursuant to and in accordance with Section 204 of the DGCL, the ratification of each of the Award Grants, the Issuances and the Plan Amendment be, and hereby is, approved, adopted and confirmed in all respects;

RESOLVED, FURTHER, that the ratification of the Award Grants, the Issuances and the Plan

Amendment be, and hereby is, submitted to holder of the outstanding shares of the Company's Class B Voting Common Stock, $0.01 par value per share (the "Class B Voting Common Stock"), entitled to vote thereon (the "Voting Stockholder") for approval and adoption thereby;

RESOLVED, FURTHER, that the Board hereby recommends that the Voting Stockholder approve and adopt the ratification of the Award Grants, the Issuances and the Plan Amendment;

RESOLVED, FURTHER, that the "validation effective time" (as defined in Section 204(h) of the DGCL) in respect of the ratification of the Award Grants, the Issuances and the Plan Amendment shall be the time and date on which the Voting Stockholder approves such ratification;

RESOLVED, FURTHER, that the Plan Amendment be, and hereby is, approved, adopted, ratified and confirmed by the Board in all respects;

RESOLVED, FURTHER, that, subject to the approval of the ratification of the defective corporate acts set forth herein by the Voting Stockholder, each of the Awards granted pursuant to the Award Grants be, and hereby is, ratified on the terms that such Award was originally granted, and each such Award shall be deemed to have been granted under the Plan notwithstanding the provisions of the Plan that may have been in effect without giving effect to the Plan Amendment;

RESOLVED, FURTHER, that, subject to the approval of the ratification of the defective corporate acts set forth herein by the Voting Stockholder, the officers of the Company be, and each of them hereby is, authorized, empowered and directed, for and on behalf of the Company, to deliver a notice of the ratification of the defective corporate acts set forth herein in the form and containing the information required by Sections 204 and 228 of the DGCL;

RESOLVED, FURTHER, that, any time before the relevant validation effective time in respect of the ratification of any of the defective corporate acts identified herein, the Board may abandon the ratification of such act or acts before or after approval thereof by the holder of the outstanding shares of Class B Voting Common Stock without further action by the stockholders of the Company; and RESOLVED, FURTHER, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, for and on behalf of the Company, to take any and all actions, to negotiate for and enter into agreements and amendments to agreements, to perform all such acts and things, to execute, file, deliver or record in the name and on behalf of the Company, all such certificates,

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instruments, agreements or other documents, and to make all such payments as they, in their judgment, or in the judgment of any one or more of them, may deem necessary, advisable or appropriate in order to carry out the purpose and intent of, or consummate the transactions contemplated by the foregoing resolutions and/or all of the transactions contemplated therein or thereby, the authorization therefor to be conclusively evidenced by the taking of such action or the execution and delivery of such certificates, instruments, agreements or documents.

The Secretary of the Company is hereby directed to file a signed copy of this Consent in the minute book of the Company.

IN WITNESS WHEREOF, the undersigned, being all the directors of the Company, have executed this Consent on the date set forth below such stockholder's name, to be effective as of the date first written above.

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