0000950123-05-015306 Sample Contracts

GUARANTEE
Guarantee • December 28th, 2005 • Ipayment Inc • Services-business services, nec • New York

Guarantee, dated as of December 27, 2005 (this “Guarantee”), by Gregory S. Daily (the “Guarantor”) in favor of iPayment, Inc. (the “Guaranteed Party”).

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AGREEMENT AND PLAN OF MERGER AMONG iPAYMENT HOLDINGS, INC., iPAYMENT MERGERCO, INC. AND iPAYMENT, INC. Dated as of December 27, 2005
Merger Agreement • December 28th, 2005 • Ipayment Inc • Services-business services, nec • New York

This AGREEMENT AND PLAN OF MERGER is dated as of December 27, 2005 (as amended, modified or supplemented from time to time, this “Agreement”), among iPAYMENT HOLDINGS, INC., a corporation organized under the laws of Delaware (“Parent”), iPAYMENT MERGERCO, INC., a corporation organized under the laws of Delaware and a wholly-owned subsidiary of Parent (“MergerCo”), and iPAYMENT, INC., a corporation organized under the laws of Delaware (the “Company”).

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