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EXHIBIT 10.2 VOTING AGREEMENT

Voting Agreement

EXHIBIT 10.2 VOTING AGREEMENT
 | Document Parties: EQUITEX INC | GAME FINANCIAL CORPORATION You are currently viewing:
This Voting Agreement involves

EQUITEX INC | GAME FINANCIAL CORPORATION

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Title: EXHIBIT 10.2 VOTING AGREEMENT
Governing Law: Florida     Date: 12/27/2005
Industry: Consumer Financial Services     Law Firm: Maslon Edelman Borman & Brand, LLP     Sector: Financial

EXHIBIT 10.2 VOTING AGREEMENT
, Parties: equitex inc , game financial corporation
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Exhibit 10.2

 

VOTING AGREEMENT

 

 

 

 


 

 

VOTING AGREEMENT

 

THIS VOTING AGREEMENT is made and entered into as of the 22nd day of December, 2005, by and between:

 

(1)   GAME FINANCIAL CORPORATION , a corporation incorporated under the laws of Minnesota ( Game ); and

 

(2)   EQUITEX, INC. , a Delaware corporation, in its capacity as a shareholder of FastFunds Financial Corporation, a Nevada corporation (the Shareholder ).

 

W I T N E S S E T H:

 

WHEREAS , as of the date hereof, the Shareholder owns of record and beneficially (as determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) the number of shares of capital stock of FastFunds Financial Corporation, a Nevada corporation ( FastFunds ), set forth on the signature page hereto (such shares, or any other voting or equity securities of FastFunds hereafter acquired by Shareholder prior to the termination of this Agreement, being referred to herein collectively as the Shares ); and

 

WHEREAS, contemporaneously with the execution and delivery of this Agreement, Game, FastFunds and Chex Services, Inc. a Minnesota corporation ( Chex ), have entered into that certain Asset Purchase Agreement (the Purchase Agreement ), pursuant to which, among other things and subject to certain conditions, Game will purchase substantially all of the assets of Chex (the Sale ); and

 

WHEREAS , as a condition to the willingness of Game to enter into the Purchase Agreement, Game has required that the Shareholder agree, and in order to induce Game to enter into the Purchase Agreement, the Shareholder is willing to agree, to vote in favor of the sale by FastFunds of substantially all of its assets (which the Parties acknowledge is being effected through the Sale) in accordance with and pursuant to the Purchase Agreement and the related transactions (collectively, with the Sale, the Transactions ); and

 

WHEREAS , capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed thereto in the Purchase Agreement;

 

NOW, THEREFORE , for and in consideration of the premises and the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.

Certain Covenants

 

1.1   Agreement to Vote Shares.

 

(a)   The Shareholder hereby covenants and agrees that, during the period commencing on the date hereof and continuing until the Termination Date (as hereinafter defined) (such period being referred to herein as the “ Term ”), at any annual, special or other meeting of shareholders of FastFunds and at any adjournment or postponement thereof, however

 

 


 

called, or pursuant to any written consent in lieu of a meeting or otherwise, such Shareholder will appear at the meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum, and will vote or consent (or cause to be voted or consented) all of his, her or its Shares:

 

(i)   in favor of the Transactions, including without limitation the approval and adoption of the Purchase Agreement, the approval of the Sale and the other actions contemplated by the Purchase Agreement, and any actions required in furtherance thereof;

 

(ii)   against approval of any proposal made in opposition to or in competition with the consummation of the Transactions, including without limitation the Sale or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Chex under the Purchase Agreement or of such Shareholder under this Agreement, or which would result in any of the conditions to consummation of the Sale in the Purchase Agreement not being fulfilled; and

 

(iii)   against: (i) any extraordinary corporate transaction (other than the Transactions, including without limitation the Sale), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation or other change of control involving FastFunds or any Subsidiary thereof, including without limitation Chex, (ii) any sale or transfer of a material amount of the assets or securities of FastFunds or any Subsidiary thereof, including without limitation Chex (other than with respect to, contemplated or permitted by, the Purchase Agreement) and (iii) any amendment of FastFunds’ articles of incorporation and bylaws or other proposal or transaction involving FastFunds or any Subsidiary thereof, including without limitation Chex, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Purchase Agreement or the Sale or change in any manner the voting rights of any class of Purchase’ capital stock.

 

(b)   The Shareholder agrees to deliver to Game a proxy in the form attached hereto as Exhibit A , which shall be irrevocable and coupled with an interest, with respect to the Shares, subject to the other terms of this Agreement.

 

(c)   The Shareholder further agrees not to enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violative of any provision contained in this Agreement, the Transactions, or of the Purchase Agreement, and that such Shareholder agrees not to exercise any dissenter’s rights or similar appraisal rights otherwise available to such Shareholder under applicable law.

 

1.2   Transfer and Other Restrictions . The Shareholder covenants and agrees that during the Term, such Shareholder shall not, without Game’s prior written consent, directly or indirectly, (a) offer for sale, sell, assign, transfer (including by merger or otherwise by operation of law), pledge, encumber or otherwise dispose of any of such Shareholder’s Shares, (b) deposit any of such Shareholder’s Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shareholder’s Shares or grant any proxy or power of attorney with respect thereto which is inconsistent with this Agreement, (c) enter into any contract, option or other agreement or understanding with respect to the direct or indirect sale, pledge,

 

 

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encumbrance, assignment, transfer (including by merger or otherwise by operation of law) or other disposition of any of such Shareholder’s Shares, or (d) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing its obligations under this Agreement.

 

1.3   Solicitation of Third Party Interest . The Shareholder covenants and agrees that during the Term, such Shareholder will not, nor will such Shareholder permit any of its officers, directors, employees, agents, relatives, heirs, representatives or Affiliates to, directly or indirectly (A) negotiate or discuss with any other Person any transaction involving a merger of FastFunds, or the sale of all or any of the capital stock of FastFunds, or the sale of any assets of FastFunds, or any other business combination involving FastFunds, or any Subsidiary, including without limitation Chex, (B) reveal the terms of this Agreement or the Purchase Agreement to any Person except for the express purpose of carrying out the transactions contemplated in this Agreement or the Purchase Agreement, or (C) solicit, encourage, consider, entertain, negotiate, discuss or accept any offer, bid or proposal from any other Person respecting any transaction involving a merger of FastFunds, the sale of any of the shares in FastFunds, the sale of any assets of FastFunds, or any other business combination involving FastFunds, or any Subsidiary, including without limitation Chex. If any proposal of the kind described in the preceding clause (C) is received by such Shareholder prior to any termination of the Purchase Agreement, then such Shareholder shall immediately notify Game of the receipt of such proposal and shall promptly provide Game with a copy of the proposal (or if the proposal is not in writing, a written summary of its terms). Provided, however, that nothing in this Section 1.3 shall prohibit what is otherwise permitted by Sections 8.10 or 11.3 of the Purchase Agreement.

 

1.4   Further Assurances . The Shareholder agrees to use all reasonable efforts to (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including without limitation the Sale, and (ii) refrain from taking any action intended to impede, frustrate or prevent the Transactions, including without limitation the Sale. The Shareholder also agrees that, from time to time, at Game’s reasonable request, the Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Game the power to carry out and give effect to the provisions of this Agreement.

 

2.

REPRESENTATIONS AND WARRANTIES

 

The Shareholder represents and warrants to Game, as of the date hereof, as follows:

 

2.1   Ownership of Shares . Such Shareholder owns of record and beneficially all of the Shares set forth under such Shareholder’s name on the signature page hereto and has good and marketable title to such Shares, free and clear of any Liens, other than as expressly provided in this Agreement. Such Shareholder owns no FastFunds Shares other than the Shares as set forth on the signature page hereto, and, except as set forth in the disclosure schedules attached to the Purchase Agreement, such Shareholder holds no options to purchase or rights to subscribe for or otherwise acquire any securities of FastFunds and has no other interest in or voting rights with

 

 

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respect to any securities of FastFunds. Such Shareholder has sole voting power, without restrictions, with respect to all of the Shares.

 

2.2   Authority . Such Shareholder has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by such Shareholder and the consummation by such Shareholder of the transactions contemplated by this Agreement have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by such Shareholder and constitutes a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except (i) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights, and (ii) for the limitations imposed by general principles of equity. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform such Agreement.

 

2.3   No Conflict . The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a Lien on such Shareholder’s Shares or a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, any provision of any loan or credit agreement, note, bond, mortgage, indenture, lease, or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Shareholder, such Shareholder’s Shares or any of such Shareholder’s properties or assets. Exce


 
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