EXHIBIT 4.2



 Exhibit 4.2 
  
 [FORM OF RIGHTS CERTIFICATE] 
  

	 Certificate No. R- 
	              Rights 


  
 NOT EXERCISABLE AFTER JANUARY 10, 2016 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT)
AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING
PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]1 
  
 TIER TECHNOLOGIES, INC. 
  
 Rights Certificate 
  
 This certifies that                     , or registered
assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated January 10, 2006 (the “Rights
Agreement”), between Tier Technologies, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”), to purchase from the Company after the Distribution Date (as
such term is defined in the Rights Agreement) and at any time prior to 5:00 p.m. (New York time) on January 10, 2016 at the office of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully
paid, non-assessable share of Series A Junior Participating Preferred Stock (the “Preferred Stock”) of the Company, $0.01 par value per share, at a purchase price of $50.00 in cash per one one-thousandths of a share (the “Purchase
Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandth of
a share of Preferred Stock which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of the close of business on January 10, 2006, based on the Preferred Stock as
constituted at such date. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. 
  

Upon the occurrence of a Section 11(a)(ii) Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an
Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of 


	1	The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. 

  

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 any such Acquiring Person, Associate or Affiliate who becomes a transferee after the Acquiring Person becomes an
Acquiring Person, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person,
such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section 11(a)(ii) Event. 
  
 As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may
be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Section 11(a)(ii) Events. 
  
 This Rights Certificate is subject to all of the terms, provisions and conditions of the
Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights,
obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific
circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and are available upon written request to the Company. 
  
 This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such
purpose, with the Form of Election and Certificate set forth on the reverse side duly executed, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in
part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. 
  
 Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at
a redemption price of $.001 per Right at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of
Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date)
and (ii) the Final Expiration Date. 
  
 Subject to the provisions of the
Rights Agreement, the Company may, at its option, at any time after a Section 11(a)(ii) Event, exchange all or part of the Rights evidenced by this Certificate for shares of the Company’s Common Stock or for Preferred Stock (or shares of a
class or series of the Company’s preferred stock having the same rights, privileges and preferences as the Preferred Stock). 
  
 No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one
one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. 
  

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 No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any
purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder
hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have
been exercised as provided in the Rights Agreement. 
  
 This Rights Certificate
shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. 
  
 WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. 
  
 Dated as of
                     
  

									
	ATTEST:	 	 	 	TIER TECHNOLOGIES, INC.
				
	  

	 	 	 	By:	 	  


	Secretary	 	 	 	Name:	 	  


	 	 	 	 	 	 	Title:	 	  


				
	COUNTERSIGNED:	 	 	 	 	 	 
				
	AMERICAN STOCK TRANSFER & TRUST COMPANY	 	 	 	 	 	 
					
	By:	 	  

	 	 	 	 	 	 
	 	 	Authorized Signature	 	 	 	 	 	 

  

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 [Form of Reverse Side of Rights Certificate] 
  
 FORM OF ASSIGNMENT 
  
 (To be executed by the registered holder if such 
  
 holder desires to transfer the Rights Certificate.) 
  
 FOR VALUE RECEIVED ___________________________________________________________________________ hereby sells, assigns and transfers unto
________________________________________________________________________________  _________________________________________________________________________________________________________________________________________  
  
 (Please print name and address of transferee) 
  
 ____________________________________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and
appoint ___________ ________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. 
  
 Dated:
                     
  

	
	  


	Signature


  
 Signature Guaranteed: 
  
 Certificate 
  
 The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not
beneficially owned by, or being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined pursuant to the Rights Agreement). 
  
 Dated:
                     
  

	
	  


	Signature


  
 Signature Guaranteed: 
  
 NOTICE 
  
 The signature to the foregoing Assignment and Certificate must correspond to the name as
written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. 
  

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 FORM OF ELECTION TO PURCHASE 
  
 (To be executed if holder desires to exercise 
  
 Rights represented by the Rights Certificate.) 
  
 To: American Stock Transfer & Trust Company 
  
 The undersigned hereby irrevocably elects to exercise
                     Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the
Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: 
  
 Please insert social security 
  
 or other identifying number
__________________________________________________________________________________ 
  
 _________________________________________________________________________________________________________ 
  
 (Please print name and address) 
  
 _________________________________________________________________________________________________________ 
  
 If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in
the name of and delivered to: 
  
 Please insert
social security 
  
 or other identifying number
__________________________________________________________________________________ 
  
 _________________________________________________________________________________________________________ 
  
 (Please print name and address) 
  
 _________________________________________________________________________________________________________ 
  
 Dated:                     

  

	
	  


	Signature


  
 Signature Guaranteed: 
  

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 Certificate 
  
 The undersigned hereby certifies by checking the appropriate boxes that: 
  
 (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a
Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined pursuant to the Rights Agreement); 
  
 (2) after due inquiry and to the best knowledge of the undersigned, the undersigned [ ] did [ ] did not acquire the Rights evidenced by this
Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate thereof. 
  
 Dated:                     

  

	
	  


	Signature


  
 Signature Guaranteed: 
  
 NOTICE 
  
 The signature to the foregoing Election to Purchase and Certificate must correspond to the
name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. 
  

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