Acquisition Corp.)
N/A
N/A
100 %
iPayment, Inc.
1ST National Processing, Inc. (f/k/a First Acquisition Company, Inc.)
100
3
100 %
iPayment, Inc.
E-Commerce Exchange, Inc.
1,000
2
100 %
iPayment, Inc.
Online Data Corp.
1,000
2
100 %
iPayment, Inc.
iPayment of Maine, Inc.
1,000
2
100 %
iPayment, Inc.
CardSync Processing, Inc.
1,000
1
100 %
iPayment, Inc.
Quad City Acquisition Sub, Inc.
1,000
1
100 %
iPayment, Inc.
CardPayment Solutions, L.L.C. (f/k/a CPS Acquisition Sub, L.L.C.)
N/A
N/A
100 %
iPayment, Inc.
iPayment Acquisition Sub LLC
N/A
N/A
100 %
iPayment, Inc.
TS Acquisition Sub LLC
N/A
N/A
100 %
iPayment, Inc.
PCS Acquisition Sub, LLC
N/A
N/A
100 %
iPayment, Inc.
NPMG Acquisition Sub,LLC
N/A
N/A
100 %
iPayment, Inc.
iScan Solutions, LLC
N/A
N/A
100 %
iPayment, Inc
MSC Acquisition Sub, LLC
N/A
N/A
100 %
iPayment, Inc.
iFunds Cash Solutions, LLC
N/A
N/A
100 %
iPayment, Inc.
Cambridge Acquisition Sub, LLC
N/A
N/A
100 %
5.01(a)(iv) - 20
Schedule 4(a)
Form of Irrevocable Stock Power
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the
following shares of capital stock of
, a
corporation:
Number of Shares
Certificate Number
and irrevocably appoints
its agent and attorney-in-fact to
transfer all or any part of such capital stock and to take all necessary and
appropriate action to effect any such transfer. The agent and attorney-in-fact
may substitute and appoint one or more persons to act for him. The effectiveness
of a transfer pursuant to this stock power shall be subject to any and all
transfer restrictions referenced on the face of the certificates evidencing such
interest or in the certificate of incorporation or bylaws of the subject
corporation, to the extent they may from time to time exist.
[HOLDER]
By:
Name:
Title:
5.01(a)(iv) - 21
EXHIBIT 5.01(a)(vii)
FORM OF OPINION OF DEBEVOISE & PLIMPTON, LLP, SPECIAL NEW YORK COUNSEL
TO LOAN PARTIES
[Omitted]
5.01(a)(vii) - 1
EXHIBIT 5.01(a)(viii)
FORM OF OPINION OF WHITE & CASE, LLP, SPECIAL CALIFORNIA COUNSEL TO
LOAN PARTIES
[Omitted]
5.01(a)(viii) - 1
EXHIBIT 5.01(a)(ix)
FORM OF OPINIONS OF RICHARDS, LAYTON & FINGER, P.A., SPECIAL DELAWARE
COUNSEL TO LOAN PARTIES
[Omitted]
5.01(a)(ix) - 1
EXHIBIT 5.01(a)(x)
FORM OF OPINION OF SANTORO, DRIGGS, WALCH, KEARNEY, HOLLEY &
THOMPSON, SPECIAL NEVADA COUNSEL TO LOAN PARTIES
[Omitted]
5.01(a)(x) - 1
EXHIBIT 5.01(a)(xi)
FORM OF OPINION OF AFSHIN YAZDIAN, GENERAL COUNSEL TO LOAN PARTIES
[Omitted]
5.01(a)(xi) - 1
EXHIBIT 5.01(a)(xiii)
FORM OF SOLVENCY CERTIFICATE
iPAYMENT, INC., a Delaware corporation (the "Company"), hereby certifies that
the person executing this Solvency Certificate, Mark C. Monaco, is the Chief
Financial Officer of the Company and that such officer is duly authorized to
execute this Certificate, which is hereby delivered on behalf of the Company
pursuant to Section 5.01(a)(xi) of the Credit Agreement dated as of May [6],
2011 (as amended, restated, extended, supplemented or otherwise modified from
time to time, the "Credit Agreement"; terms defined therein, unless otherwise
defined herein, being