Official Payments Corp Sample Contracts

November 3, 1999 E*TRADE Group, Inc. 4500 Bohannon Drive Menlo Park, California 94025 Re: Stock Purchase Agreement between E*TRADE Group, Inc. and Official Payments Corporation ----------------------------------------------------------------- Ladies...
Official Payments Corp • November 16th, 1999 • Services-computer processing & data preparation

Reference is hereby made to that certain Stock Purchase Agreement (the "Stock Purchase Agreement"), of even date herewith, between E*TRADE Group, Inc. ("E*TRADE") and Official Payments Corporation (the "Company") pursuant to which the Company has offered to sell, and E*TRADE has offered to buy, 512,820 shares of the Company's Common Stock. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Stock Purchase Agreement.

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 31st, 2002 • Official Payments Corp • Services-computer processing & data preparation • Delaware
AGREEMENT
Agreement • November 5th, 1999 • Official Payments Corp • Services-computer processing & data preparation • Illinois
RECITALS --------
Employment Agreement • September 17th, 1999 • Us Audiotex Corp • California
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT -----------------------------
Registration Rights Agreement • November 18th, 1999 • Official Payments Corp • Services-computer processing & data preparation • New York
AMENDMENT NO. 1
Stock Purchase Agreement • November 16th, 1999 • Official Payments Corp • Services-computer processing & data preparation
RECITALS --------
Amendatory Agreement • November 16th, 1999 • Official Payments Corp • Services-computer processing & data preparation
IR-99-03 MODIFICATION #01
Us Audiotex Corp • September 17th, 1999
Draft 5,000,000 Shares OFFICIAL PAYMENTS CORPORATION Common Stock UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • November 18th, 1999 • Official Payments Corp • Services-computer processing & data preparation • New York
RECITALS:
Stockholders Agreement • May 31st, 2002 • Official Payments Corp • Services-computer processing & data preparation • Delaware
EXHIBIT 10.3 OFFICIAL PAYMENTS CORPORATION 1999 STOCK INCENTIVE PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
Official Payments Corp • August 11th, 2000 • Services-computer processing & data preparation • New York
RECITALS:
Stockholders Agreement • June 10th, 2002 • Official Payments Corp • Services-computer processing & data preparation • Delaware
FOR: Tier Technologies, Inc. 1350 Treat Boulevard Suite 250 Walnut Creek, CA 94596
Official Payments Corp • May 31st, 2002 • Services-computer processing & data preparation
IR-99-03 MODIFICATION #02
Electronic Tax Administration • October 27th, 1999 • Official Payments Corp • Services-computer processing & data preparation
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STOCKHOLDERS AGREEMENT
Stockholders Agreement • July 3rd, 2002 • Official Payments Corp • Services-computer processing & data preparation • Delaware

THIS STOCKHOLDERS AGREEMENT, dated as of May 30, 2002 (this “Agreement”), by and among Tier Technologies, Inc., a California corporation (“Parent”), Kingfish Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and each of the stockholders of the Company set forth on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

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