Subscription Agreement

Cash Converters International Limited ACN 069 141 546 of Perth, Western Australia ( Company )

EZCORP, Inc. , a corporation incorporated in the State of Delaware, United States of Americas, and having its corporate headquarters in Austin, Texas, USA ( Subscriber )

1.

Definitions and interpretation

1.1

Definitions

In this Agreement:

$ means the currency of the Commonwealth of Australia.

Assets means the assets covered by the total figures in the Last Accounts as assets owned by the Company and includes the Intellectual Property Rights.

ASX means ASX Limited.

ASX Listing Rules means the official listing rules of ASX.

Bring Down Certificate means a certificate substantially in the form set out in Schedule 2.

Business means the principal business activity of the Company, which is that of a franchisor of second hand goods and financial services stores, a provider of secured and unsecured loans and the operator of a number of corporate stores, all of which trade under the “Cash Converters” name.

Business Contracts means all agreements, leases, contracts and arrangements to which any member of the Group is a party.

Business Day means a day which is not a Saturday, Sunday or public holiday, and on which all banks are open for business generally, in Perth, Western Australia.

Company Directors or Directors means the directors of the Company from time to time.

Completion means completion of the issue and allotment of the Subscription Shares in accordance with this Agreement.

Completion Date means the date selected by the parties for the Completion, which date shall be as soon as reasonably practicable after all the Conditions Precedent described in clause 2.1 have been either satisfied or waived.

Confidential Information means, in relation to each Group Company, all knowledge of secret processes, technical know-how, techniques, discoveries, inventions, ideas, research, engineering and manufacturing methods, practices, systems, formulae, drawings, trade secrets and special purpose computer programmes, financial and marketing and other confidential information and data subsisting in or relating to the Business.

(a)

a receiver, manager, receiver and manager, trustee or similar officer is appointed in respect of a person or any asset of a person;

(b)

a liquidator or interim liquidator is appointed in respect of a corporation;

(c)

any application (not being an application withdrawn or dismissed within 7 days) is made to a court for an order, or an order is made, or a meeting is convened, or a resolution is passed, for the purpose of:

(d)

any event or conduct occurs which would enable a court to grant a petition, or an order is made, for the insolvency or sequestration of an individual or his estate under any Insolvency Provision;

(e)

a person has any material, final and unappealable judgment or award made against it and fails to satisfy such judgment or award within 14 days of the date on which it became aware of such judgment or award; or

(f)

a person becomes, or admits in writing that it is, is declared to be, or is deemed under any applicable law to be, insolvent or unable to pay its debts.

(a)

the business names or trade marks owned or used at any time by any Group Company;

(b)

the Confidential Information owned or used at any time by any Group Company; and

(c)

the patents, patent applications, registered designs, unregistered designs, copyright and all other similar rights owned or used at any time by any Group Company.

(a)

in relation to those given by the Company, the warranties, representations and undertakings given by the Company, including those set out in clauses 7.1, 7.2 and Schedule 1; and

(b)

in relation to those given by the Subscriber, the representations and warranties given by the Subscriber including those set out in clause 7.1 and 7.3.

(a)

headings are for convenience only and do not affect interpretation;

(b)

a reference to any Party includes that Party’s executors, administrators, successors, substitutes and assigns, including any person taking by way of novation and where a Party executes this Agreement in its capacity as trustee, a reference to that Party includes any substituted or additional trustee;

(c)

a reference to this Agreement or to any other agreement, deed or document includes, respectively, this Agreement or that other agreement, deed or document as amended, novated, supplemented, varied or replaced from time to time;

(d)

words importing the singular include the plural (and vice versa), words denoting a given sex include the other sex, and words denoting individuals include corporations (and vice versa);

(e)

reference to any legislation or to any section or provision of any legislation includes any statutory modification or re-enactment or any statutory provision substituted for it, and ordinances, by-laws, regulations, and other statutory instruments issued under any legislation;

(f)

references to parties, clauses, schedules, exhibits or annexures are references to parties, clauses, schedules, exhibits and annexures to or of this Agreement, and a reference to this Agreement includes any schedule, exhibit and annexure;

(g)

if any day appointed or specified by this Agreement for the payment of any money or doing of any thing falls on a day which is not a Business Day, the day so appointed or specified will be deemed to be the next Business Day;

(h)

the word includes in any form is not a word of limitation; and

(i)

if more than one person is under an obligation to act or not to act under this Agreement, the liability of those persons so identified binds each of them severally and every two or more of them jointly; if more than one person receives the same benefit under this Agreement the benefit is to be enjoyed by each of them severally.

(a)

Within 14 days of the arrival in Austin, Texas of the Chief Financial Officer of the Company, Mr. Ralph Groom, or on or before such other date as the parties may agree, completion of due diligence investigations on the Group by the Subscriber, set out in clause 4, with results satisfactory to the Subscriber in its sole discretion;

(b)

there being no material adverse change in the business, financial or trading position, or assets, liabilities or profitability or prospects, of the Group, or any event reasonably likely to result in such a material adverse change, in the reasonable opinion of the Subscriber;

(c)

there being no material breach of a Warranty, and there being no event or circumstance which would reasonably constitute a material breach of a Warranty, by the Company if that Warranty were repeated at Completion;

(d)

the Company obtaining all approvals required under the Corporations Act and ASX Listing Rules required for the issue of the Subscriber Shares;

(e)

the Company and Subscriber:

(f)

all necessary waiting periods imposed by any governmental entity in connection with the acquisition of the Subscription Shares (including any waiting period applicable to the purchase of the Subscription Shares under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) have expired or been terminated.

(a)

The Subscriber has the sole benefit of the Conditions Precedent in clauses 2.1(a) and 2.1(b), and any breach or non-fulfilment of any such conditions may only be

relied on by the Subscriber which may at any time and from time to time in its discretion waive the breach or non-fulfilment.

2.5

Failure to satisfy Conditions Precedent

If any of the Conditions Precedent have not been satisfied or waived by the time specified or by the Completion Date, whichever is the earlier, this Agreement shall automatically terminate and be of no further force nor effect (except for clauses 1, 2.5 and 10), but without prejudice to any rights or remedies which any Party may have against any of the other Party which have already arisen in respect of any antecedent breach.

3.

Subscription

Subject to satisfaction or waiver of the Conditions Precedent in accordance with clause 2, the Subscriber agrees to subscribe for and the Company agrees to allot and issue to the Subscriber the Subscription Shares for the Subscription Price on the terms set out in this Agreement.

4.

Due diligence investigations

5.

Completion

5.1

Time and place

Subject to satisfaction or waiver of the Conditions Precedent in accordance with clause 2, Completion will take place at 12 noon on the Completion Date at the offices of the Company at Level 18, Citibank House, 37 St. George’s Terrace, Perth, Western Australia 6000, or at any other time and place agreed by the Company and the Subscriber.

(a)

to approve the registration of the Subscriber as the holder of the Subscription Shares;

(b)

to appoint two Nominee Directors to the Board, provided that the Company has received a duly signed consent to act from each such person notified under clause 5.2; and

(c)

if the position of Chairman of the Board becomes vacant at any time after Completion, provided that the Subscriber holds at least 20 per cent of the issued share capital of the Company at that time, the position of Chairman will be offered to one of the Nominee Directors and the Nominee Director may accept the position in his or her sole discretion.

(a)

a share certificate or other evidence that the Subscription Shares have been issued in the name, and for the benefit of, the Subscriber;

(b)

the Bring Down Certificate; and

(c)

duly signed minutes of a meeting convened under clause 5.3 and documentation evidencing to the satisfaction of the Subscriber, the passing of the resolutions specified in clause 5.3.