0001188112-11-000328 Sample Contracts

JOINT FILING AGREEMENT

Joint Filing Agreement • February 22nd, 2011 • Discovery Equity Partners, Lp • Services-computer integrated systems design

• Contract Type
  Joint Filing Agreement
• Filed
  February 22nd, 2011
• Company
  Discovery Equity Partners, Lp
• Industry
  Services-computer integrated systems design

AGREEMENT

Proxy Agreement • February 22nd, 2011 • Discovery Equity Partners, Lp • Services-computer integrated systems design • Delaware

• Contract Type
  Proxy Agreement
• Filed
  February 22nd, 2011
• Company
  Discovery Equity Partners, Lp
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

This Agreement dated this 19th day of February, 2011 (this “Agreement”), is made by and among Discovery Equity Partners, L.P., an Illinois limited partnership (“Discovery Equity Partners”), Discovery Group I, LLC, a Delaware limited liability company (“Discovery Group I”), Daniel J. Donoghue (“Mr. Donoghue”), and Michael R. Murphy (“Mr. Murphy,” and collectively with Discovery Equity Partners, Discovery Group I, Mr. Donoghue, and their respective Affiliates (as hereafter defined), “Discovery Group”), and Tier Technologies, Inc., a Delaware corporation (together with its subsidiaries, the “Company”).