0001104659-04-024584 Sample Contracts

FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED PLEDGE AGREEMENT
Pledge Agreement • August 16th, 2004 • Tier Technologies Inc • Services-computer integrated systems design

THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED PLEDGE AGREEMENT (“Amendment”) is made and entered into as of June 14, 2004 by and between JAMES L. BILDNER, a resident of the Commonwealth of Massachusetts (“Bildner”) and TIER TECHNOLOGIES, INC., a California corporation (the “Company”). All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Prior Agreement (defined below).

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FIRST AMENDMENT TO THE PLEDGE AGREEMENT
The Pledge Agreement • August 16th, 2004 • Tier Technologies Inc • Services-computer integrated systems design

THIS FIRST AMENDMENT TO THE PLEDGE AGREEMENT (“Amendment”) is made and entered into as of June 14, 2004 by and between JAMES L. BILDNER, a resident of the Commonwealth of Massachusetts (“Bildner”) and TIER TECHNOLOGIES, INC., a California corporation (the “Company”). All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Prior Agreement (defined below).

PLEDGE AGREEMENT
Pledge Agreement • August 16th, 2004 • Tier Technologies Inc • Services-computer integrated systems design • California

WHEREAS, on July 26, 2000, Bildner entered a Full Recourse Promissory Note payable to the Company in the amount of $300,000.00 due July 26, 2005 (the “Note”); and

AGREEMENT AND PLAN OF MERGER among TIER TECHNOLOGIES, INC. BAKER ACQUISITION CORPORATION, EPOS CORPORATION, THE INDIVIDUALS NAMED HEREIN and MICHAEL A. LAWLER, as Shareholder Representative Effective as of June 1, 2004
Agreement and Plan of Merger • August 16th, 2004 • Tier Technologies Inc • Services-computer integrated systems design • Georgia

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of the 28th day of May, 2004 (the “Execution Date”), among Tier Technologies, Inc., a California corporation (“Parent”), Baker Acquisition Corporation, an Alabama corporation and a wholly owned subsidiary of Parent (“Purchaser”), EPOS Corporation, an Alabama corporation (the “Company”), each of the Stockholders (as defined below) and Michael A Lawler, as Shareholder Representative.

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