0000950123-05-015306 Sample Contracts

GUARANTEE
Guarantee • December 28th, 2005 • Ipayment Inc • Services-business services, nec • New York

Guarantee, dated as of December 27, 2005 (this “Guarantee”), by Gregory S. Daily (the “Guarantor”) in favor of iPayment, Inc. (the “Guaranteed Party”).

AGREEMENT AND PLAN OF MERGER AMONG iPAYMENT HOLDINGS, INC., iPAYMENT MERGERCO, INC. AND iPAYMENT, INC. Dated as of December 27, 2005
Merger Agreement • December 28th, 2005 • Ipayment Inc • Services-business services, nec • New York

This AGREEMENT AND PLAN OF MERGER is dated as of December 27, 2005 (as amended, modified or supplemented from time to time, this “Agreement”), among iPAYMENT HOLDINGS, INC., a corporation organized under the laws of Delaware (“Parent”), iPAYMENT MERGERCO, INC., a corporation organized under the laws of Delaware and a wholly-owned subsidiary of Parent (“MergerCo”), and iPAYMENT, INC., a corporation organized under the laws of Delaware (the “Company”).