MERCHANT ASSET PURCHASE AGREEMENT
THIS MERCHANT ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of this 29 th day of December, 2005 by and between TIB BANK , a bank chartered under the laws of
the State of Florida (the "Bank"), and NOVA INFORMATION SYSTEMS, INC. , a Georgia corporation
BACKGROUND AND PURPOSE:
The Bank is a party to certain Merchant Agreements with various Merchants, who consist principally
of merchants and other providers of goods and services, according to which agreements the Bank has agreed to
provide certain services in connection with the Bank's Merchant Bankcard Business.
The Bank wishes to sell and transfer to NOVA all of its rights under the Merchant Agreements, and
the Bank wishes to sell and transfer to NOVA certain other assets utilized in connection with the Merchant
Bankcard Business, and NOVA is willing to accept such rights and assets and to assume certain obligations in
connection with the Merchant Bankcard Business. The parties hereto are willing and able, additionally, to
undertake and perform certain other obligations pursuant to and in connection with this Agreement, subject to the
terms and conditions hereof.
NOW, THEREFORE , in consideration of the premises, the mutual agreements contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the Bank and NOVA hereby agree, on the terms and conditions herein set forth, as follows:
The capitalized terms used herein shall have the meaning ascribed to such terms in Section 12.1 hereof
unless otherwise defined herein.
ASSETS SOLD; ASSUMPTION OF LIABILITIES
Sale and Purchase. On the terms and subject to the conditions set forth in this Agreement,
and effective as of 11:59 p.m. on December 31, 2005 (the "Effective Date"), the Bank hereby sells, transfers and
assigns to NOVA and NOVA hereby pur