VOTING AGREEMENT
VOTING AGREEMENT, dated as of _____________ __, 1996 (this
"Agreement"), between MICHAEL A. LEVEN ("Leven") and NEAL K. ARONSON
("Aronson").
WHEREAS, as of the date hereof, Aronson owns 942,440 shares of
Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"),
and 1,509,453 Class B Common Stock, par value $0.01 per share, of U.S. Franchise
Systems, Inc. (the "Company").
WHEREAS, in connection with the Company's proposed initial
public offering, and at the request of the Underwriters of such offering,
Aronson has agreed to enter into this Agreement with respect to 111,347 shares
of Class A Common Stock and 311,007 shares of Class B Common Stock now owned by
Aronson (the "Shares").
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:
ARTICLE I
VOTING AND PROXY
Section 1.1 Voting Agreement. Aronson hereby agrees that
during the time this Agreement is in effect, at any meeting of the stockholders
of the Company, however called, and in any action by consent of the stockholders
of the Company, Aronson shall vote the Shares as directed by Leven, and, to
effectuate such agreement, to grant to Leven a proxy to vote the Shares
("Proxy").
Section 1.2 Proxy. Attached hereto as Exhibit A is a proxy,
which is coupled with an interest, granted by Aronson to Leven to carry out
Section 1.1.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF ARONSON AND LEVEN
Aronson hereby represents and warrants to Leven as follows:
Section 2.1 Authority Relative to This Agreement. Aronson has
all necessary power and authority to execute and deliver this Agreement and to
perform his obligations hereunder. This Agreement has been duly executed and
delivered by
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Aronson and, assuming the due authorization, execution and delivery by Leven,
constitutes a legal, valid and binding obligation of Aronson, enforceable
against Aronson in accordance with its terms except to the extent enforceability
may be limited by bankruptcy, insolvency, moratorium or other similar laws
affecting creditors' rights generally or by general principles governing the
availability of equitable remedies.
Section 2.2 No Conflict. (a) The execution and delivery of
this Agreement by Aronson does not, and the performance of this Agreement by
Aronson shall not, (i) conflict with or violate any law, rule, regulation,
order, judgment or decree applicable to Aronson or by which the Shares are bound
or affected or (ii) result in any breach of or constitute a default (or an event
that with notice or lapse or time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
or result in the creation of a lien or encumbrance on any of the Shares pursuant
to, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which Aronson is a party
or by which Aronson or the Shares are bound or affected.
(b) The execution and delivery of this Agreement by
Aronson does not, and the performance of this Agreement by Aronson shall not,
require any consent, approval, authorization or permit of, or filing with or
notification to, any governmental entity except for applicable requirements, if
any, under the federal securities laws.
Section 2.3 Title to the Shares. As of the date hereof,
Aronson is the record and beneficial owner of the Shares. The Shares are owned
free and clear of all security interests, liens, claims, pledges, options,
rights of first refusal, agreement, limitations on Aronson's voting rights,
charges and other encumbrances of any nature whatsoever, except as contemplated
by that certain Amended and Restated Employee Stock Purchase Agreement,
originally dated as of September 29, 1995, between Aronson and the Company.
Except with respect to the Proxy, the Stockholder has not appointed or granted
any proxy, which appointment or grant is still effective, with respect to the
Shares.
ARTICLE III
COVENANTS OF ARONSON
Section 3.1 No Inconsistent Agreement. Aronson hereby agrees
that, except as contemplated by this Agreement, Aronson shall not enter into any
voting agreement or grant a proxy or power of attorney with respect to the
Shares that is inconsistent with this Agreement.
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ARTICLE IV
MISCELLANEOUS
Section 4.1 Termination. This Agreement shall terminate on the
earlier of (a) the fifth anniversary hereof or (b) the transfer of the Shares to
a person that is not an "affiliate" of Aronson (as determined under the
Securities Exchange Act of 1934 and the rules promulgated thereunder), unless
earlier terminated in writing by the parties hereto.
Section 4.2 Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of this Agreement
was not performed in accordance with the terms hereof and that the parties shall
be entitled to specific performance of the terms hereof, in addition to any
other remedy at law or in equity.
Section 4.3 Entire Agreement. This Agreement and the Proxy
constitute the entire agreement between Aronson and Leven with respect to the
subject matter hereof and thereof and supersedes all prior agreements and
understandings, both written and oral, between Aronson and Leven with respect to
the subject matter hereof and thereof.
Section 4.4 Amendment. This Agreement may not be amended
except by an instrument in writing signed by the parties hereto.
Section 4.5 Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware
regardless of the laws that might otherwise govern under applicable principles
of conflicts of law.
Section 4.6 Assignability. This Agreement may not be assigned
by either party without the prior written consent of the other party.
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IN WITNESS WHEREOF, Leven and Aronson have executed this
Agreement on the date hereof.
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Michael A. Leven
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Neal K. Aronson
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EXHIBIT A
IRREVOCABLE PROXY
The undersigned hereby appoints MICHAEL A. LEVEN or any
nominee of MR. LEVEN, with full power of substitution (the "Proxy Holder"), as
proxy for the undersigned, to vote 111,347 shares of Class A Common Stock, par
value $0.01 per share, and 311,007 shares of Class B Common Stock, par value
$0.01 per share, of U.S. Franchise Systems, Inc., a Delaware corporation (the
"Corporation") of the undersigned (such number of shares to be automatically
reduced by the number of any such shares sold by the undersigned after the date
hereof) (the "Shares"), for and in the name, place and stead of the undersigned
at any annual or special meeting of stockholders of the Corporation, and any
adjournment(s) thereof in any manner as such Proxy Holder sees fit, and to
execute written consents in lieu of any such meeting, until the earlier of (a)
the fifth anniversary hereof, (b) the transfer of the Shares to a person who is
not an "Affiliate" of the undersigned (within the meaning of the Securities
Exchange Act of 1934, as amended) (but only with respect to the number of Shares
so transferred) and (c) the earlier termination hereof by Aronson.
This proxy is being granted in connection with the execution
of a Voting Agreement, dated the date hereof, between the undersigned and Mr.
Leven.
Dated: ______________ __, 1996
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Neal K. Aronson