VOTING AGREEMENT
This VOTING AGREEMENT ("Agreement") is entered into on March 27, 2003
by and among PMC Commercial Trust, a Texas real estate investment trust
("Trust"), and each of the undersigned shareholders (such shareholders each
individually referred to herein as a "Designated Shareholder" and collectively
as the "Designated Shareholders") of PMC Capital, Inc., a Florida corporation
(the "Capital").
WHEREAS, pursuant to an Agreement and Plan of Merger dated March 27,
2003 (the "Merger Agreement") between Trust and Capital, Capital will be merged
with and into Trust (the "Merger") (all capitalized terms used but not defined
herein shall have the meanings set forth in the Merger Agreement);
WHEREAS, pursuant to the Merger Agreement, and to induce Trust to enter
into the Merger Agreement, Capital has agreed to use commercially reasonable
efforts to cause the persons who are identified on Annex A to the Merger
Agreement to execute and deliver to Trust a Voting Agreement; and
WHEREAS, approximately 21% percent of the beneficial and record
ownership of the issued and outstanding shares of common stock, $.01 par value
per share, of Capital (the "Capital Shares") are held, in the aggregate, by the
Designated Shareholders in the manner set forth on Exhibit A hereto.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. DISPOSITION OF THE CAPITAL SHARES. Each Designated Shareholder
agrees, for the period from the date hereof through the date on which the Merger
is consummated or the Merger Agreement terminates, whichever is earlier (such
period hereinafter referred to as the "Term"), that such Designated Shareholder,
except as contemplated hereby, (a) will not directly or indirectly sell,
transfer, pledge, encumber, assign or otherwise dispose of, or enter into any
contract, option or other agreement or understanding with respect to the sale,
transfer, pledge, encumbrance, assignment or other disposition of, any Capital
Shares now owned or hereafter acquired by such Designated Shareholder, except
for transfers to independent charitable foundations or institutions and except
for transfers approved in writing by Trust, (b) grant any proxies, deposit any
Capital Shares into a voting trust or enter into a voting agreement (other than
this Agreement) with respect to any Capital Shares or (c) take any action that
would have the effect of preventing or disabling the Designated Shareholder from
performing its obligations under this Agreement.
2. VOTING. Each Designated Shareholder agrees during the Term to cast
all votes attributable to the Capital Shares now and hereafter beneficially
owned by such Designated Shareholder at any annual or special meeting of
shareholders of Capital, including any adjournments or postponements thereof (a
"Meeting"), (a) in favor of adoption of the Merger Agreement and the
transactions contemplated thereby (including any amendment or modification of
the terms of the Merger Agreement approved by the board of directors of
Capital), and (b)
against approval or adoption of any action or agreement (other than the Merger
Agreement or the transactions contemplated thereby) that would impede, interfere
with, delay, postpone or attempt to discourage the Merger and the transactions
contemplated thereby.
3. NO SOLICITATION. From and after the date hereof and continuing until
this provision terminates pursuant to Section 6 hereof and except as permitted
by the Merger Agreement, such Designated Shareholder shall immediately cease any
existing discussions or negotiations with any third parties conducted prior to
the date hereof with respect to any Competing Transaction. Such Designated
Shareholder shall not, directly or indirectly, through any officer, director,
employee, representative or agent or any of Capital's Subsidiaries, (i) solicit
or initiate any Competing Transaction, (ii) engage in negotiations or
discussions concerning or provide any nonpublic information to any person or
entity relating to, any Competing Transaction or (iii) agree to or approve any
Competing Transaction.
4. REPRESENTATIONS AND WARRANTIES OF THE DESIGNATED SHAREHOLDERS. Each
of the Designated Shareholders represents and warrants to Trust as follows:
a. Such Designated Shareholder has all necessary power,
authority or competence to execute, deliver and perform this Agreement. The
execution and delivery of this Agreement and the consummation of the
transactions herein contemplated will not conflict with or violate any law,
regulation, court order, judgment or decree applicable to such Designated
Shareholder or conflict with or result in any breach of or constitute a default
(or an event which with notice or lapse of time or both would become a default)
under any contract or agreement to which such Designated Shareholder is a party
or by which such Designated Shareholder is bound or affected, which conflict,
violation, breach or default would materially and adversely affect such
Designated Shareholder's ability to perform this Agreement.
b. Such Designated Shareholder is not required to give any
notice or make any report or other filing with any governmental authority in
connection with the execution or delivery of this Agreement or the performance
of such Designated Shareholder's obligations hereunder and no waiver, consent,
approval or authorization of any governmental or regulatory authority or any
other person or entity is required to be obtained by such Designated Shareholder
for the performance of such Designated Shareholder's obligations hereunder,
other than where the failure to make such filings, give such notices or obtain
such waivers, consents, approvals or authorizations would not materially and
adversely affect such Designated Shareholder's ability to perform this
Agreement.
c. The Capital Shares set forth opposite the name of such
Designated Shareholder on Exhibit A hereto are the only the Capital Shares owned
beneficially or of record by such Designated Shareholder or over which such
Person exercises voting control and such Designated Shareholder has sole voting
power to issue instructions with respect to the matters set forth in Section 2
hereof and sole power of disposition, sole power of conversion, sole power to
demand appraisal rights, and, subject to the receipt of any required
governmental approvals, sole power to agree to all of the matters set forth in
this Agreement with no limitations, qualifications or restrictions on such
rights.
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5. UNDERSTANDING OF THIS AGREEMENT. Each Designated Shareholder has
carefully read this Agreement and has discussed its requirements, to the extent
such Designated Shareholder believes necessary, with its counsel (which may be
counsel to Capital). The undersigned further understands that the parties to the
Merger Agreement will be proceeding in reliance upon this Agreement.
6. FURTHER ASSURANCES. From time to time, at the other party's request
and without further consideration, each Designated Shareholder, on the one hand,
and Trust, on the other hand, shall execute and deliver such additional
documents and take all such further lawful action as may be necessary or
desirable in Trust's reasonable judgment to consummate and make effective the
transactions contemplated by this Agreement and the Merger Agreement.
7. TERMINATION. Except as otherwise provided herein, the covenants and
agreements contained herein with respect to the Capital Shares shall terminate
(a) in the event the Merger Agreement is terminated pursuant to Article XI
thereof, upon such termination, and (b) in the event the Merger is consummated,
at the Effective Time.
8. DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted
for convenience only and are not intended to be part of or to affect the meaning
or interpretation of this Agreement.
9. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which when so executed and delivered shall be an original, but all of such
counterparts shall together constitute one and the same instrument.
10. ENTIRE AGREEMENT; ASSIGNMENT. This Agreement (a) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties hereto with respect to the subject matter
hereof and (b) shall not be assigned by operation of law or otherwise.
11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAWS THEREOF.
12. SPECIFIC PERFORMANCE. The parties hereto agree that if any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached, irreparable damage would occur, no
adequate remedy at law would exist and damages would be difficult to determine,
and that the parties shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or equity.
13. PARTIES IN INTEREST. This Agreement shall be binding upon and inure
solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person or
persons any rights, benefits or remedies of any nature whatsoever under or by
reason of this Agreement.
14. AMENDMENT; WAIVERS. This Agreement shall not be amended, altered or
modified except by an instrument in writing duly executed by each of the parties
hereto. No delay or failure on the part of any party hereto in exercising any
right, power or privilege under
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this Agreement shall impair any such right, power or privilege or be construed
as a waiver of any default or any acquiescence thereto. No single or partial
exercise of any such right, power or privilege shall preclude the further
exercise of such right, power or privilege, or the exercise of any other right,
power or privilege. No waiver shall be valid against any party hereto, unless
made in writing and signed by the party against whom enforcement of such waiver
is sought, and then only to the extent expressly specified therein.
15. CONFLICT OF TERMS. In the event any provision of this Agreement is
directly in conflict with, or inconsistent with, any provision of the Merger
Agreement, the provision of the Merger Agreement shall control.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Voting Agreement, or have caused this Voting Agreement to be duly executed
and delivered in their names and on their behalf as of the date first written
above.
PMC COMMERCIAL TRUST
By:
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Name:
--------------------------------------
Title:
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DESIGNATED SHAREHOLDERS
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Irvin M. Borish
Spouse:
------------------------------------
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Martha R. Greenberg
Spouse:
------------------------------------
-------------------------------------------
Thomas Hamill
Spouse:
------------------------------------
-------------------------------------------
Barry A. Imber
Spouse:
------------------------------------
-------------------------------------------
Fredric M. Rosemore
Spouse:
------------------------------------
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-------------------------------------------
Lance B. Rosemore
Spouse:
------------------------------------
-------------------------------------------
Theodore J. Samuel
Spouse:
------------------------------------
-------------------------------------------
Barry N. Berlin
Spouse:
------------------------------------
-------------------------------------------
Mary J. Brownmiller
Spouse:
------------------------------------
-------------------------------------------
Cheryl T. Murray
Spouse:
------------------------------------
-------------------------------------------
Andrew S. Rosemore
Spouse:
------------------------------------
-------------------------------------------
Jan F. Salit
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EXHIBIT A
<Table>
<Caption>
DESIGNATED SHAREHOLDER SHARES
---------------------- ------
Irvin M. Borish 120,000
Martha R. Greenberg 633,401
Thomas Hamill 9,276
Barry A. Imber 5,000
Fredric M. Rosemore 502,995
Lance B. Rosemore 244,492
Theodore J. Samuel --
Barry N. Berlin 525
Mary J. Brownmiller 15,550
Cheryl T. Murray 1,900
Andrew S. Rosemore 785,967
Jan F. Salit 1,179
</Table>
Exhibit A-1