0001193125-08-045094 Sample Contracts

AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 3, 2008 AMONG BOTTOMLINE TECHNOLOGIES (de), INC., OLIVE ACQUISITION CORP. AND OPTIO SOFTWARE, INC.

Agreement and Plan of Merger • March 3rd, 2008 • Bottomline Technologies Inc /De/ • Services-prepackaged software • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  March 3rd, 2008
• Company
  Bottomline Technologies Inc /De/
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of the 3rd day of March, 2008, by and among Bottomline Technologies (de), Inc., a Delaware corporation (“Parent”), Olive Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Optio Software, Inc., a Georgia corporation (“Company”).

VOTING AGREEMENT

Voting Agreement • March 3rd, 2008 • Bottomline Technologies Inc /De/ • Services-prepackaged software • Delaware

• Contract Type
  Voting Agreement
• Filed
  March 3rd, 2008
• Company
  Bottomline Technologies Inc /De/
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

THIS VOTING AGREEMENT (this “Agreement”) is entered into as of March 3, 2008 by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), Optio Software, Inc., a Georgia corporation (the “Company”), and Bottomline Technologies (de), Inc., a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.