0001193125-13-038851 Sample Contracts

CONSENT AGREEMENT

Consent Agreement • February 5th, 2013 • Online Resources Corp • Services-business services, nec • Delaware

• Contract Type
  Consent Agreement
• Filed
  February 5th, 2013
• Company
  Online Resources Corp
• Industry
  Services-business services, nec
• Jurisdiction
  Delaware

This Consent Agreement (this “Agreement”) is made as of January 30, 2013, by and between the undersigned optionholder (“Optionee”) and Online Resources Corporation, a Delaware corporation (the “Company”).

SHAREHOLDER AGREEMENT

Shareholder Agreement • February 5th, 2013 • Online Resources Corp • Services-business services, nec • Delaware

• Contract Type
  Shareholder Agreement
• Filed
  February 5th, 2013
• Company
  Online Resources Corp
• Industry
  Services-business services, nec
• Jurisdiction
  Delaware

This Shareholder Agreement, dated January 30, 2013 (this “Agreement”), is by and among ACI Worldwide, Inc., a Delaware corporation (“Parent”), Ocelot Acquisition Corp., a Delaware corporation (“Purchaser”), and Tennenbaum Opportunities Partners V, LP, a Delaware limited partnership (the “Stockholder”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Transaction Agreement (as defined below).