0001045150-10-000006 Sample Contracts

AGREEMENT
Board Representation Agreement • January 11th, 2010 • Tier Technologies Inc • Services-computer integrated systems design • Delaware

This Agreement dated this 8th day of January, 2010 (this “Agreement”), is made by and among Giant Investment, LLC, a Delaware limited liability company (“Giant”), Parthenon Investors II, L.P., a Delaware limited partnership (“Parthenon”), PCap Partners II, LLC, a Delaware limited liability company (“PCap Partners”), PCap II, LLC, a Delaware limited liability company (“PCap II”), and John C. Rutherford (the foregoing individuals and entities being collectively referred to herein as the “Parthenon Group”), and Tier Technologies, Inc., a Delaware corporation (the “Company”).

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