0001310496-09-000001 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 25th, 2009 • Pipeline Data Inc • Services-business services, nec • New York

This stock purchase agreement (this “Agreement”), dated as of February 2, 2009, is entered into by and among Pipeline Data Inc., a Delaware corporation, with principal offices located at 1515 Hancock Street, Suite 301, Quincy, MA 02169 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and, collectively, the “Buyers”). Capitalized terms used and not defined elsewhere in this Agreement have the respective meanings assigned to such terms in the Appendix hereto.

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LINE OF CREDIT AGREEMENT
Line of Credit Agreement • February 25th, 2009 • Pipeline Data Inc • Services-business services, nec • New York

This Line of Credit Agreement (this “Agreement”) dated as of February 2, 2009, is between Pipeline Data Inc., a Delaware corporation (the “Borrower”), and Pipeline Holdings, LLC, a Delaware limited liability company (the “Lender”).

MANAGEMENT AGREEMENT
Management Agreement • February 25th, 2009 • Pipeline Data Inc • Services-business services, nec • New York

This Management Agreement (this “Agreement”) is entered into as of this 2nd day of February, 2009, by and between Pipeline Data Inc., a Delaware corporation (the “Company”), and ComVest Advisors, LLC (the “Manager”).

INVESTORS’ RIGHTS AGREEMENT
Investors' Rights Agreement • February 25th, 2009 • Pipeline Data Inc • Services-business services, nec • New York

INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of February 2, 2009, by and among Pipeline Data Inc., a Delaware corporation, with principal offices located at 1515 Hancock Street, Suite 301, Quincy, MA 02169 (the “Company”), and the undersigned buyers (each, a “Buyer” and, collectively, the “Buyers”).

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