0001104659-04-027457 Sample Contracts

RIGHTS AGREEMENT dated as of June 24, 2004 between Jackson Hewitt Tax Service Inc. and The Bank of New York Rights Agent
Rights Agreement • September 13th, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services • New York

RIGHTS AGREEMENT, dated as of June 24, 2004 (the “Agreement”), between Jackson Hewitt Tax Service Inc., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation (the “Rights Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 13th, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services • New Jersey

This Employment Agreement dated as of June , 2004, but effective as of and contingent upon the consummation of the initial public offering by Cendant Corporation of all of the stock of Jackson Hewitt Tax Service Inc. (the “Transaction”), is hereby made by and among Cendant Corporation (“Cendant”), Jackson Hewitt Tax Service Inc. (“JTAX”) and Michael Lister (the “Executive”).

TRANSITIONAL AGREEMENT among CENDANT CORPORATION, CENDANT OPERATIONS, INC. and JACKSON HEWITT TAX SERVICE INC. Dated as of June 25, 2004
Transitional Agreement • September 13th, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services • New York

TRANSITIONAL AGREEMENT (this “Agreement”), dated as of June 25, 2004 (the “Effective Date”), by and among Cendant Operations, Inc., a Delaware corporation (“Cendant Operations”), Cendant Corporation, a Delaware corporation (together with its Subsidiaries, “Cendant”) and Jackson Hewitt Tax Service Inc., a Delaware corporation (“Jackson Hewitt”). Each of Cendant Operations, Cendant and Jackson Hewitt is sometimes referred to herein as a “Party” and collectively, as the “Parties.”

CREDIT AGREEMENT dated as of June 25, 2004 among JACKSON HEWITT TAX SERVICE INC., as Parent, JACKSON HEWITT INC., as Borrower, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, as Administrative Agent
Credit Agreement • September 13th, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services • New York

CREDIT AGREEMENT dated as of June 25, 2004, among JACKSON HEWITT TAX SERVICE INC., a Delaware corporation (the “Parent”), JACKSON HEWITT INC., a Virginia corporation (the “Borrower”), the LENDERS from time to time party hereto (the “Lenders”), and JPMORGAN CHASE BANK, as Administrative Agent (as amended, restated, supplemented or otherwise modified, the “Agreement”). The parties hereto agree as follows:

Jackson Hewitt Tax Service Inc. and Jackson Hewitt Inc. $175,000,000 Floating Rate Senior Notes due June 25, 2009
Note Purchase Agreement • September 13th, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services • New York
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