Summary of ONLINE RESOURCES CORP

Item 1.01 Entry into a Material Definitive Agreement

On January 30, 2013, Online Resources Corporation, a Delaware corporation ("ORCC"), ACI Worldwide, Inc., a Delaware corporation ("ACI"), and Ocelot Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of ACI ("Purchaser"), entered into a Transaction Agreement (the "Transaction Agreement") providing for the acquisition of ORCC by ACI. The board of directors of ORCC has unanimously (i) approved and declared advisable the Transaction Agreement and the transactions contemplated by the Transaction Agreement, including each of the Offer (as defined below) and the Merger (as defined below), in accordance with the requirements of Delaware law and (ii) resolved to recommend that the stockholders of ORCC accept the Offer and tender their ORCC Shares (as defined below) to Purchaser pursuant to the Offer. The boards of directors of ACI and Purchaser have approved and declared advisable the Transaction Agreement, the Offer, the Merger and the transactions contemplated thereby in accordance with the requirements of Delaware law.

Pursuant to the Transaction Agreement, and upon the terms and subject to the conditions described therein, ACI has agreed to cause Purchaser to commence a tender offer (the "Offer") as promptly as practicable after January 30, 2013, for all of ORCC's outstanding shares of common stock, par value $0.0001 per share (the "ORCC Shares"), at a purchase price of $3.85 per ORCC Share in cash, without interest, less any applicable withholding taxes (the "Offer Price"). The obligation of ACI and Purchaser to consummate the Offer is subject to the condition that there be validly tendered in accordance with the terms of the Offer and not validly withdrawn prior to the expiration date of the Offer that number of ORCC Shares that, together with any other ORCC Shares beneficially owned by ACI or its subsidiaries, constitutes a majority of all of the ORCC Shares outstanding and entitled to vote in the election of directors, calculated on a fully diluted basis on the date of purchase (which assumes conversion or exercise of all derivative securities of ORCC, regardless of the conversion or exercise price or other terms and conditions of such securities). The consummation of the Offer also is subject to the satisfaction of other customary conditions, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in accordance with the terms of the Transaction Agreement and the absence of a material adverse effect. The consummation of the Offer is not subject to any financing condition.

As described in more detail below under "Shareholder Agreements", ACI and Purchaser also have entered into Shareholder Agreements (as defined below) with certain funds affiliated with Tennenbaum Capital Partners, LLC (collectively, "Tennenbaum"), which funds hold all of the outstanding shares of ORCC's Series A-1 Convertible Preferred Stock (the "ORCC Preferred Stock"). Pursuant to these Shareholder Agreements, Purchaser will purchase all of the outstanding shares of ORCC Preferred Stock after the closing of the Offer at a purchase price in cash equal to the preference amount of the ORCC Preferred Stock as of the date of such purchase (estimated to be an aggregate of $127.5 million). The purchase price for the ORCC Preferred Stock is equal to the amount that the holders of the ORCC Preferred Stock are entitled to receive upon a change of control of ORCC under the terms of the ORCC Preferred Stock set forth in ORCC's existing Certificate of Incorporation.

Following the completion of the Offer and the purchase of the ORCC Preferred Stock, and subject to the terms and conditions of the Transaction Agreement, Purchaser will be merged with and into ORCC (the "Merger"), with ORCC surviving as a wholly owned subsidiary of ACI. At the effective time of the Merger, each ORCC Share issued and outstanding immediately prior to such effective time (other than (i) ORCC Shares then owned by ACI, ORCC or any of their respective direct or indirect wholly owned subsidiaries and (ii) ORCC Shares that are held by any stockholders who properly demand appraisal in connection with the Merger) will cease to be

issued and outstanding, will be cancelled, will cease to exist and will be converted into the right to receive an amount in cash equal to the Offer Price ($3.85), without interest, less any applicable withholding taxes. Each share of Series A-1 Convertible Preferred Stock issued and outstanding immediately prior to the effective date of the Merger beneficially owned by ACI will remain outstanding after the effective time of the Merger.

ORCC granted to Purchaser under the Transaction Agreement an irrevocable option (the "Top-Up Option"), exercisable after the consummation of the Offer and prior to the effective time of the Merger, to purchase at a price per ORCC Share equal to the Offer Price up to that number of newly issued ORCC Shares (the "Top-Up Option Shares") from ORCC at a per ORCC Share purchase price equal to the Offer Price that, when added to the number of ORCC Shares owned by ACI and Purchaser at the time of exercise of the Top-Up Option, constitutes 90% of the number of ORCC Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares. If ACI and Purchaser acquire, together with the ORCC Shares held by ACI, Purchaser and any other subsidiary of ACI, at least 90% of the outstanding ORCC Shares and at least 90% of the outstanding shares of ORCC Preferred Stock, they will complete the Merger through the "short form" procedures available under Section 253 of the General Corporation Law of the State of Delaware. The obligation of ORCC to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to certain customary conditions, including that (i) at the time of exercise, Purchaser owns more than 50% of all of the ORCC Shares outstanding and entitled to vote in the election of directors, on a fully diluted basis (which assumes conversion or exercise of all derivative securities of ORCC, regardless of the conversion or exercise price or other terms and conditions of such securities but less than 90% of the ORCC Shares then outstanding, (ii) upon exercise of the Top-Up Option, the number of ORCC Shares owned, directly or indirectly, by Parent or Purchaser constitutes 90% of the number of ORCC Shares that will be outstanding immediately after the exercise of the Top-Up Option, (iii) the number of Top-Up Option Shares issued pursuant to the Top-Up Option may in no event exceed the number of authorized and unissued ORCC Shares not otherwise reserved for issuance for outstanding ORCC stock options or other obligations of ORCC, and (iv) Purchaser has accepted for payment all ORCC Shares validly tendered in the Offer and not validly withdrawn.

The Transaction Agreement contains representations, warranties and covenants . . .

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.     Description

Exhibit 2.1     Transaction Agreement, dated January 30, 2013, by and among ACI
                Worldwide, Inc., Ocelot Acquisition Corp. and Online Resources
                Corporation.

Exhibit 10.1    Retention Bonus Agreement, dated as of April 1, 2012, between
                Online Resources Corporation and Joseph L. Cowan, as previously
                disclosed in ORCC's Schedule 14A, filed on April 27, 2012.

Exhibit 10.2    Retention Bonus Agreement, dated as of April 1, 2012, between
                Online Resources Corporation and Jeffrey L. Kissling, as previously
                disclosed in ORCC's Schedule 14A, filed on April 27, 2012.

Exhibit 10.3    Retention Bonus Agreement, dated as of April 1, 2012, between
                Online Resources Corporation and Erik M. Labiak, as previously
                disclosed in ORCC's Schedule 14A, filed on April 27, 2012.

Exhibit 10.4    Retention Bonus Agreement, dated as of April 1, 2012, between
                Online Resources Corporation and Stephen W. Ryan, as previously
                disclosed in ORCC's Schedule 14A, filed on April 27, 2012.

Exhibit 99.1    Shareholder Agreement, dated January 30, 2013, by and among ACI
                Worldwide, Inc., Ocelot Acquisition Corp. and Special Value
                Opportunities Fund, LLC.

Exhibit 99.2    Shareholder Agreement, dated January 30, 2013, by and among ACI
                Worldwide, Inc., Ocelot Acquisition Corp. and Special Value
                Expansion Fund, LLC.

Exhibit 99.3    Shareholder Agreement, dated January 30, 2013, by and among ACI
                Worldwide, Inc., Ocelot Acquisition Corp. and Joseph L. Cowan.

Exhibit 99.4    Press Release dated January 31, 2013.