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.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 31st, 2002 • Official Payments Corp • Services-computer processing & data preparation • Delaware
AGREEMENTAgreement • November 5th, 1999 • Official Payments Corp • Services-computer processing & data preparation • Illinois
EXHIBIT 10.11 This Severance Agreement (this "Agreement") is made as of November 13, 2001, by and between Official Payments Corporation (the "Company") and Mitchell H. Gordon (the "Executive"). WHEREAS, the Company desires to continue to employ the...Severance Agreement • March 29th, 2002 • Official Payments Corp • Services-computer processing & data preparation • New York
1.1 Closing; Payment. Subject to the terms and conditions of this ---------------- Agreement, and upon the basis of the representations and warranties herein contained, upon execution and delivery of this Agreement by each of the parties hereto, or...Stock Purchase Agreement • November 5th, 1999 • Official Payments Corp • Services-computer processing & data preparation • New York
This Employment Agreement (this "Agreement") is made as of September 1999 --------- by and among U.S. Audiotex Corporation, a Delaware corporation (the "Company"), ------- Imperial Bank ("Imperial) and Michael Barrett ("Executive"). -------- ---------...Employment Agreement • November 5th, 1999 • Official Payments Corp • Services-computer processing & data preparation • New York
RECITALS --------Employment Agreement • September 17th, 1999 • Us Audiotex Corp • California
SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE 1 OF OFFEROR TO COMPLETE BLOCKS 12,17,23,24, & 30 0-9-N8-07-07-A39 001 24 ------- -------------------------------------------------------------------------------...Official Payments Corp • November 5th, 1999 • Services-computer processing & data preparation
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • November 18th, 1999 • Official Payments Corp • Services-computer processing & data preparation • New York
AMENDMENT NO. 1Stock Purchase Agreement • November 16th, 1999 • Official Payments Corp • Services-computer processing & data preparation
EXHIBIT 2.1 AGREEMENT OF MERGER THIS AGREEMENT OF MERGER is made as of August 24, 1999, by and between U.S. Audiotex Corporation, a Delaware corporation (the "Corporation"), and U.S. Audiotex, LLC, a California limited liability company (the "LLC" and...Agreement of Merger • October 27th, 1999 • Official Payments Corp • Services-computer processing & data preparation • Delaware
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of August 9, 2000, by and between Official Payments Corporation, a Delaware corporation (the "Company"), and Edward J. DiMaria ("Executive"). WHEREAS, the...Employment Agreement • August 11th, 2000 • Official Payments Corp • Services-computer processing & data preparation • New York
Permitted Transferee" shall mean any corporation, partnership or other entity all of the outstanding capital stock or other equity interests of which are owned by the transferor; provided, however, that no Person shall be a -------- ------- Permitted...Stockholders Agreement • September 17th, 1999 • Us Audiotex Corp • Delaware
RECITALS --------Amendatory Agreement • November 16th, 1999 • Official Payments Corp • Services-computer processing & data preparation
IR-99-03 MODIFICATION #01Us 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 10.9 PROCESSING AGREEMENT This Agreement made as of July 16, 1995, by and between IMPERIAL Bank, ("IMPERIAL"), a California state banking corporation organized under the laws of the State of California, organized under the laws of the State of...Processing Agreement • November 5th, 1999 • Official Payments Corp • Services-computer processing & data preparation • California
EXHIBIT 10.3 OFFICIAL PAYMENTS CORPORATION 1999 STOCK INCENTIVE PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTOfficial 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 94596Official Payments Corp • May 31st, 2002 • Services-computer processing & data preparation
IR-99-03 MODIFICATION #02Electronic Tax Administration • October 27th, 1999 • Official Payments Corp • Services-computer processing & data preparation
STOCKHOLDERS AGREEMENTStockholders 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”).
