James L. Bildner 10780 Parkridge Blvd., Suite 400 Reston, VA 20191 December 13, 2004Tier Technologies Inc • December 28th, 2004 • Services-computer integrated systems design
Reference is made to the following six promissory notes made by me payable to Tier Technologies, Inc. (“Tier”): (1) Amended and Restated Full Recourse Secured Promissory Note dated April 1,1998 in the principal amount of $1,218,800 (“Note One”); (2) Amended and Restated Full Recourse Secured Promissory Note dated April 1,1998 in the principal amount of $283,600 (“Note Two”); (3) Full Recourse Promissory Note dated July 26, 2000 in the principal amount of $300,000 (“Note Three”); (4) unsecured promissory note dated January 2, 1997 in the principal amount of $161,652 (“Note Four”); (5) unsecured promissory note dated May 31, 1997 in the principal amount of $25,000 (“Note Five”); and (6) unsecured promissory note dated July 15, 1997 in the principal amount of $35,000 (“Note Six”). These six notes together are referred to herein as the “Notes.”
EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2004 • Tier Technologies Inc • Services-computer integrated systems design • Alabama
This Employment Agreement (this “Agreement”) between EPOS Corporation, an Alabama corporation (the “Company”), and Michael A. Lawler (“Employee”), is entered into as of this 28th day of May, 2004, and is joined in by Tier Technologies, Inc., a California Corporation (“Tier”), which, as of the Effective Date, will be the sole shareholder of the Company. This Agreement shall become effective only if, and when, the Company consummates the merger transaction (the “Effective Date”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), entered into on the same date hereof and effective as of June 1, 2004, by and among Tier, Baker Acquisition Corporation, an Alabama corporation, the Company, the individuals named therein and Michael A. Lawler, as Shareholder Representative and otherwise shall be null and void in its entirety.
September 2, 2004 Bruce R. Spector Pinnacle Care International 111 South Calvert St. Suite 2850 Baltimore, MD 21202 Re: Indemnification Agreement Dear Bruce:Tier Technologies Inc • December 28th, 2004 • Services-computer integrated systems design • California
We are aware that you previously signed a Non-Competition Agreement dated January 28, 2003 for the benefit of e.Magination Networks, LLC (“e.Magination”) and Roche Capital, LLC (“Roche,” and, together with e.Magination, the “Counter-parties”) (the “Non- Compete Agreement”). The Non-Compete Agreement purports to limit your right to control a business that engages in the ownership and/or operation of a network integration sales and consulting business, and a graphic design and computer software programming business, along with the performance of related advertising services, within Maryland, Virginia or the District of Columbia. We do not believe that your becoming one of Tier Technologies, Inc.’s (the “Company”) directors and fulfilling your obligations as such in the ordinary course will cause you to breach the Non-Compete Agreement. However, given the existence of the Non-Compete, there is a risk that either or both of the Counter-parties may sue you or take other actions in an attemp
