0001193125-13-038855 Sample Contracts

SHAREHOLDER AGREEMENT
Shareholder Agreement • February 5th, 2013 • Aci Worldwide, Inc. • Services-prepackaged software • 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).

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JOINT FILING AGREEMENT
Joint Filing Agreement • February 5th, 2013 • Aci Worldwide, Inc. • Services-prepackaged software

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

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