Amendment No. 1 to Agreement for Purchase and Sale of Assets by Tier Technologies, Inc., Harris Chapman, and Richard E. Kristensen

Summary

This amendment updates the original asset purchase agreement between Tier Technologies, Inc., Harris Chapman, and Richard E. Kristensen. The main change is to reschedule the payment of $550,000, now due on November 1, 2000. Of this amount, $15,000 will be placed in escrow, with the remainder paid to the seller. All other terms of the original agreement remain unchanged. The amendment is governed by California law and is effective as of May 15, 2000.

EX-2.6 3 0003.txt AM. 1 TO AGREEMENT FOR PURCHASE AND SALE OF ASSETS EXHIBIT 2.6 AMENDMENT #1 TO AGREEMENT FOR PURCHASE AND SALE OF ASSETS This Amendment #1 (the "Amendment") to the Agreement for Purchase and Sale of Assets (the "Purchase Agreement") entered into as of March 25, 2000, by and among Tier Technologies, Inc., a California corporation ("Tier"), Harris Chapman, a Florida corporation ("HC") and Richard E. Kristensen, is entered into as of May 15, 2000 (the "Amendment Date"). Recitals Whereas, pursuant to the terms of the Purchase Agreement, Tier has purchased certain assets from HC; and Whereas, the parties desire to change the scheduled time of payment for the Post-Closing Payment to November 1, 2000. Agreement Now, Therefore, in consideration of the benefits described in the Recitals hereto and the mutual promises hereinafter set forth, the parties hereto agree as follows: 1. Except as otherwise defined herein, capitalized terms used but not defined herein shall have the respective meanings given to them in the Purchase Agreement. 2. Section 2.4(b) of the Purchase Agreement is hereby amended and restated in its entirety as follows: "(b) Five Hundred Fifty Thousand Dollars ($550,000) (the "Post-Closing Payment") payable on November 1, 2000. On November 1, 2000, Purchaser shall pay the Post-Closing Payment in Immediately Available Funds (i) first to deposit with the Escrow Agent Fifteen Thousand Dollars ($15,000) of the Post-Closing Payment (this $15,000 deposit, together with the cash deposited with the Escrow Agent at the time of Closing is referred to herein as the "Escrow Cash"), and (ii) to pay the remainder of the Post-Closing Payment to the Seller. Escrow Agent shall hold the Escrow Cash in an interest-bearing escrow account and shall disburse funds therefrom in accordance with the Escrow Agreement. Seller acknowledges that its legal and beneficial interests in the Escrow Cash are subject to the terms of this Agreement and the Escrow Agreement. 3. Except as set forth in Section 2 above, all terms and conditions of the Purchase Agreement shall remain in full force and effect. 1 4. This Amendment shall be governed by and construed in accordance with the laws of the State of California. 5. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 2 In Witness Whereof, the parties have executed this Amendment on the day and year first written above. Tier Technologies, Inc. By: /S/ JIM BILDNER ---------------- Harris Chapman By: /S/ RICHARD E. KRISTENSEN -------------------------- /S/ RICHARD E. KRISTENSEN -------------------------- Richard E. Kristensen 3