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<page> Incorporated Under the Laws of the State of Delaware Number Shares See Reverse Side for Certain Definitions Official Payments Corporation Total Authorized Issue 5,000,000 Shares Par Value $0.01 Each Common Stock This Is to Certify That Is the Owner of Fully Paid and Non-Assessable Shares of the Above Corporation Transferable Only on the Books of the Corporation by the Holder Hereof in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. Witness, the Seal of the Corporation and the Signatures of Its Duly Authorized Officers. Dated: [Corporate Chief Financial Officer Seal] Chairman and Chief Executive Officer Controller <page> the Following Abbreviations, When Used in the Inscription on the Face of This Certificate, Shall Be Construed as Though They Were Written Out in Full According to Applicable Laws or Regulations: <table> <s> <c> Ten Com --As Tenants in Common Unif Gift Min Act -- Custodian...............custodian.................... Ten Ent --As Tenants by the Entireties (Cust) (Minor) Jt Ten --As Joint Tenants With Right Under Uniform Gifts to Minors Act.................... of Survivorship and Not as (State) Tenants in Common Additional Abbreviations May Also Be Used Though Not in the Above List. </Table> for Value Received Hereby Sell, Assign and Transfer Unto for Value Received Hereby Sell, Assign and Transfer Unto Please Insert Social Security or Other Identifying Number of Assignee (Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee) Shares Represented by the Within Certificate, and Do Hereby Irrevocably Constitute and Appoint Attorney to Transfer the Said Shares on the Books of the Within Named Corporation With Full Power of Substitution in the Premises. Dated , 19___ in Presence Of
