0001104659-10-001859 Sample Contracts

SCHEDULE 13D JOINT FILING AGREEMENT
Joint Filing Agreement • January 15th, 2010 • Parthenon Investors Ii L P • Services-computer integrated systems design

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

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AGREEMENT
Board Nomination Agreement • January 15th, 2010 • Parthenon Investors Ii L P • 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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