iii- 4 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • January 14th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • New York
1 EXHIBIT 1 CHECKFREE HOLDINGS CORPORATION a Delaware corporation [_________] Shares of Common Stock PURCHASE AGREEMENT Dated: ________, 1999 TABLE OF CONTENTSPurchase Agreement • June 1st, 1999 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • New York
1 EXHIBIT 2 AGREEMENT AND PLAN OF MERGERMerger Agreement • December 30th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Delaware
1 RIGHTS AGREEMENT DATED AS OF JANUARY 31, 1997Rights Agreement • February 3rd, 1997 • Checkfree Corp \De\ • Services-business services, nec • Ohio
AMONGAsset Purchase Agreement • July 3rd, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Ohio
Exhibit 4.4 SUBSTITUTION OF SUCCESSOR RIGHTS AGENT AND AMENDMENT NO. 3 TO RIGHTS AGREEMENT WHEREAS, as of December 16, 1997, CheckFree Corporation, a Delaware corporation (the "Corporation"), and The Fifth Third Bank ("Fifth Third"), entered into a...Rights Agreement • January 29th, 2002 • Checkfree Corp \Ga\ • Services-business services, nec
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 15th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • Delaware
1 EXHIBIT 1 CHECKFREE HOLDINGS CORPORATION a Delaware corporation [_________] Shares of Common Stock PURCHASE AGREEMENT Dated: ________, 1999 2 TABLE OF CONTENTSPurchase Agreement • June 15th, 1999 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • New York
1 Exhibit 10(ff) STOCKHOLDER AGREEMENT dated as of _____________ ___ , 2000Stockholder Agreement • July 10th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • Delaware
RECITALSEmployment Agreement • September 26th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Georgia
Exhibit 10(gg) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of _____________ __, 2000 by and between CheckFree Holdings Corporation, a Delaware corporation (including any successor or...Registration Rights Agreement • July 10th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • Delaware
ANDRights Agreement • December 30th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Ohio
AMONGMerger Agreement • March 16th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • Delaware
BACKGROUNDMarketing Agreement • April 18th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • New York
RECITALSRegistration Rights Agreement • December 18th, 1996 • Checkfree Corp \De\ • Services-business services, nec • Delaware
AGREEMENTLoan and Security Agreement • May 17th, 1999 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • Ohio
RECITALSRegistration Rights Agreement • February 13th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Ohio
1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT ----------------------------------- WHEREAS, as of January 31, 1997, CheckFree Corporation, a Delaware corporation (the "Corporation"), and KeyCorp Shareholder Services, Inc. ("KeyCorp"), entered into a Rights...Rights Agreement • December 18th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec
RECITALSStock Restriction Agreement • December 18th, 1996 • Checkfree Corp \De\ • Services-business services, nec • Delaware
1 EXHIBIT 10(ooo) ESCROW AGREEMENT This Escrow Agreement is made and entered into this ___ day of ________, 1996 (the "EFFECTIVE DATE") by and among: [THE TRUST DIVISION OF A BANK] ("ESCROW AGENT") INTUIT INC. ("INTUIT") and CHECKFREE CORPORATION...Escrow Agreement • October 31st, 1996 • Checkfree Corp \De\ • Services-business services, nec • Illinois
For value received, each Guarantor (which term includes any successor Person under the Indenture and the First Supplemental Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and the First...Subsidiary Guarantee • January 14th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec
RECITALSRegistration Rights Agreement • October 31st, 1996 • Checkfree Corp \De\ • Services-business services, nec • Delaware
Exhibit 10(hh) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of _____________ __, 2000 by and between CheckFree Holdings Corporation, a Delaware corporation (including any successor or...Registration Rights Agreement • July 10th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • Delaware
LOAN AND SECURITY AGREEMENT by and between KeyBank National AssociationLoan and Security Agreement • September 26th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec • Ohio
AMENDMENT TO THE CHECKFREE CORPORATION 401(K) PLAN AND PLAN MERGER AGREEMENT401(k) Plan Amendment • June 28th, 2002 • Checkfree Corp \Ga\ • Services-business services, nec
Exhibit 10(j) CONFIDENTIALITY AND NONCOMPETITION AGREEMENT This Agreement is entered into between CheckFree Corporation, its parents, subsidiaries, affiliates, successors and assigns (collectively referred to as "the Company"), and Peter Kight...Confidentiality and Noncompetition Agreement • September 15th, 2003 • Checkfree Corp \Ga\ • Services-business services, nec
DEFINED CONTRIBUTION MASTER PLAN AND TRUST AGREEMENTDefined Contribution Master Plan and Trust Agreement • June 28th, 2002 • Checkfree Corp \Ga\ • Services-business services, nec
1 Exhibit 4.3 AMENDMENT NO. 2 TO RIGHTS AGREEMENT ----------------------------------- WHEREAS, as of December 16, 1997, CheckFree Corporation, a Delaware corporation (the "Corporation"), and The Fifth Third Bank ("Fifth Third"), entered into a Rights...Rights Agreement • October 3rd, 2000 • Checkfree Corp \Ga\ • Services-business services, nec
1 Exhibit 10 (g) CheckFree Corporation has entered into indemnification agreements with the following individuals on the following dates: Peter J. Kight April 28, 1993 Mark A. Johnson April 28, 1993 George R. Manser April 28, 1993 Jeffrey M. Wilkens...Indemnification Agreement • September 26th, 1997 • Checkfree Corp \Ga\ • Services-business services, nec
AGREEMENT AND PLAN OF MERGER among CHECKFREE CORPORATION, CFA SOFTWARE CORPORATION and CARREKER CORPORATION Dated as of December 29, 2006Merger Agreement • January 3rd, 2007 • Checkfree Corp \Ga\ • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 29, 2006 (this “Agreement”), among CheckFree Corporation, a Delaware corporation (“Parent”), CFA Software Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and Carreker Corporation, a Delaware corporation (the “Company”).
EXHIBIT 10(i) CheckFree Corporation has entered into indemnification agreements with the following individuals on the following dates: William P. Boardman July 19, 1996 James D. Dixon August 3, 2000 Henry C. Duques September 1, 2000 Mark A. Johnson...Indemnification Agreement • September 15th, 2003 • Checkfree Corp \Ga\ • Services-business services, nec
CheckFree Corporation has entered into indemnification agreements with the following individuals on the following dates:
ANDFirst Supplemental Indenture • January 14th, 2000 • Checkfree Holdings Corp \Ga\ • Services-business services, nec • New York
REVOLVING CREDIT AGREEMENT dated as of August 20, 2004 among CHECKFREE CORPORATION, CHECKFREE SERVICES CORPORATION, AND CHECKFREE INVESTMENT CORPORATION, as Borrowers THE LENDERS FROM TIME TO TIME PARTY HERETO SUNTRUST BANK, as Administrative Agent...Revolving Credit Agreement • August 25th, 2004 • Checkfree Corp \Ga\ • Services-business services, nec • Georgia
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 20, 2004, by and among CHECKFREE CORPORATION, a Delaware corporation (the “Parent”), CHECKFREE SERVICES CORPORATION, a Delaware corporation (“Services”), and CHECKFREE INVESTMENT CORPORATION, a Nevada corporation (“Checkfree Investment”; and together with the Parent and Services, each a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”).
CONSTRUCTION AGENCY AGREEMENT dated as of April 13, 2006 between SUNTRUST BANK and CHECKFREE SERVICES CORPORATION as Construction AgentConstruction Agency Agreement • April 19th, 2006 • Checkfree Corp \Ga\ • Services-business services, nec
CONSTRUCTION AGENCY AGREEMENT, dated as of April 13, 2006, (as amended, supplemented or otherwise modified from time to time, this “Agreement”), between SUNTRUST BANK, a Georgia banking corporation (the “Lessor”), and CHECKFREE SERVICES CORPORATION, a Delaware corporation (“Services”, and in its capacity as construction agent, the “Construction Agent”).
CHECKFREE CORPORATION NONSTATUTORY STOCK OPTION AGREEMENT UNDER THE 2002 STOCK INCENTIVE PLANStock Option Agreement • February 8th, 2005 • Checkfree Corp \Ga\ • Services-business services, nec • Delaware
CheckFree Corporation (the “Company”) hereby grants, effective ________ (the “Effective Date”) to [Name] (the “Optionee”) an option to purchase [Number Shares] shares of its common stock, par value $.01 (the “Option Shares”), at a price of [Price] per share pursuant to the Company’s 2002 Stock Incentive Plan (the “Plan”), subject to the following:
