iPayment Securities Transfer Forms

TO ALL HOLDERS OF EQUITY SECURITIES OF iPAYMENT HOLDINGS, INC.
(“iPAYMENT”)
 
Transfer Instruction
 

I.

If you are transferring (a) shares of iPayment common stock ("Common Stock")  AND/OR  (b) warrants to purchase shares of Common Stock ("Warrants", and together with Common Stock, “Equity Securities”), BOTH you (as “Transferor”) and the proposed transferee (the “Transferee”) must complete and return to iPayment:

Document A:
ASSIGNMENT AND ASSUMPTION AGREEMENT
 

A. Complete the attached Assignment and Assumption Agreement, and email the completed form to dblassberger@willkie.com.  Only a completed Assignment and Assumption Agreement will be accepted by iPayment for countersignature and approval.  This includes checking one of boxes A, B, C or D listed therein with respect to the Transferee.

NO TRANSFER OF ANY EQUITY SECURITIES WILL BE DEEMED COMPLETE OR APPROVED UNTIL iPAYMENT RETURNS TO YOU A COUNTERSIGNED ASSIGNMENT AND ASSUMPTION AGREEMENT AND REFLECTS THE TRANSFER IN ITS BOOKS AND RECORDS.

 

II.

In addition to Document A above, if you are transferring Warrants, the following documents also must be completed and returned to Wilmington Trust, National Association (the "Warrant Agent") at the address below:
Document B:
WARRANT TRANSFER NOTICE
 

B. The TRANSFEROR must complete and return the attached Warrant Transfer Notice by mail to the Warrant Agent. YOU MUST ALSO SUBMIT TO THE WARRANT AGENT THE PHYSICAL WARRANT CERTIFICATE(S) REPRESENTING THE WARRANTS THAT YOU WISH TO TRANSFER. The Warrant Agent will thereafter cancel your warrant certificate(s) and issue a new warrant certificate to the Transferee.

Document C:
WARRANT ASSUMPTION CERTIFICATE
 

C. The proposed TRANSFEREE must complete and return the attached Warrant Assumption Certificate by mail to the Warrant Agent 

Documents B and C must be mailed to the Warrant Agent at the following address:

       Wilmington Trust Company
       Rodney Square North
       1100 North Market Street
       Wilmington, DE 19890-0001
       Attention:  WFM Unit 5th floor– Renate Nastasi

       Copies of Documents B and C should also be emailed to David Blassberger at dblassberger@willkie.com.