1 EXHIBIT 10.1 PRIVATE BUSINESS, INC. STOCK PURCHASE AGREEMENT As of July 24, 1998 PRIVATE BUSINESS, INC. Stock Purchase Agreement As of July 24, 1998Stock Purchase Agreement • March 25th, 1999 • Private Business Inc • Tennessee
EXHIBIT 10.4.9 NINTH AMENDMENT TO CREDIT AGREEMENT This NINTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and entered into as of April 11, 2003 by and among PRIVATE BUSINESS, INC., a Tennessee corporation (the "Borrower") and FLEET...Credit Agreement • April 15th, 2003 • Private Business Inc • Services-business services, nec
LIGHTYEAR PBI HOLDINGS, LLCJoint Filing Agreement • January 29th, 2004 • Private Business Inc • Services-business services, nec
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
ARTICLE 1. PURCHASE AND SALE OF ASSETS; RESELLER AGREEMENTAsset Purchase Agreement • August 14th, 2002 • Private Business Inc • Services-business services, nec • Tennessee
Common StockUnderwriting Agreement • May 3rd, 1999 • Private Business Inc • Services-business services, nec • Delaware
EXHIBIT 10.43 THIS WARRANT HAS, OR AS APPLICABLE, THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE...Warrant Agreement • August 2nd, 2006 • Goldleaf Financial Solutions Inc. • Services-prepackaged software
This Warrant Certificate certifies that, for value received, Lightyear PBI Holdings, LLC having an address at 51 W. 52nd Street, New York, New York 10019 ("Holder"), is the registered holder of warrants (the "Warrants") to purchase, at any time and from time to time after the date hereof until 5:00 P.M. New York time, on January 20, 2014, up to 397,964 fully-paid and non-assessable shares (subject to adjustment in certain events) of Common Stock, no par value ("Common Stock"), of GOLDLEAF FINANCIAL SOLUTIONS, INC., a Tennessee corporation (the "Company"), at the exercise price per share of $1.32, subject to adjustment in certain events (the "Exercise Price"), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, but subject to the terms and conditions set forth herein and in the Amended and Restated Warrant Agreement dated as of January 23, 2006 between
WITNESSETH:Incentive Stock Option Agreement • November 9th, 2004 • Private Business Inc • Services-business services, nec
1 EXHIBIT 10.5 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") dated as of ______________________________ is by and between Private Business, Inc., a Tennessee corporation (the "Company"), and ____________________...Indemnification Agreement • March 25th, 1999 • Private Business Inc • Tennessee
EXHIBIT 10.1 FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is made and entered into as of this 15th day of June, 2006, by and among GOLDLEAF FINANCIAL...Credit Agreement • June 16th, 2006 • Goldleaf Financial Solutions Inc. • Services-prepackaged software • Georgia
amongCredit Agreement • March 25th, 1999 • Private Business Inc • New York
1 EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is dated as of the 7th day of August, 1998, by and among Private Business, Inc., a Tennessee corporation (the "Company"), the current stockholders of the Company designated as Founding...Registration Rights Agreement • March 25th, 1999 • Private Business Inc • Tennessee
FORM OF PRIVATE BUSINESS, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 26th, 1999 • Private Business Inc • Services-business services, nec • Tennessee
1 Exhibit 10.4.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1, dated as of May 5, 1999 (this "Amendment") to Credit Agreement, by and among Private Business, Inc., a Tennessee corporation (the "Borrower"), the Lenders, Fleet National Bank, as...Credit Agreement • May 17th, 1999 • Private Business Inc • Services-business services, nec • New York
1 EXHIBIT 10.2 STOCKHOLDERS AGREEMENTStockholders Agreement • March 25th, 1999 • Private Business Inc • Tennessee
a) Executive shall be granted options to acquire Five Hundred Thousand (500,000) shares of the Company's common stock at an exercise price equal to the closing trading price of such stock on October 29, 1999. Such grant shall be made pursuant to an...Executive Employment Agreement • May 1st, 2000 • Private Business Inc • Services-business services, nec • Tennessee
LEASE BETWEENLease Agreement • March 30th, 2000 • Private Business Inc • Services-business services, nec • Tennessee
Exhibit 99.2 PRIVATE BUSINESS, INC. AMENDED and RESTATED SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 5, 2003 as amended and restated on December 24, 2003Securities Purchase Agreement • January 29th, 2004 • Private Business Inc • Services-business services, nec • Delaware
AMENDMENT NO. 8 TO CREDIT AGREEMENT AMENDMENT NO. 8, dated as of September 30, 2002 (this "Amendment"), to Credit Agreement, by and among Private Business, Inc., a Tennessee corporation (the "Borrower"), the Lenders and Fleet National Bank, as the...Credit Agreement • November 19th, 2002 • Private Business Inc • Services-business services, nec • New York
EXHIBIT 10.13 EXECUTIVE EMPLOYMENT AGREEMENT OF HENRY M. BAROCO This Executive Employment Agreement ("AGREEMENT") is entered into between PRIVATE BUSINESS, INC., a Tennessee corporation ("COMPANY"), and HENRY M. BAROCO, a resident of Georgia...Executive Employment Agreement • May 1st, 2001 • Private Business Inc • Services-business services, nec • Tennessee
Exhibit 99.4 WARRANT AGREEMENT Dated as of January 20, 2004Warrant Agreement • January 29th, 2004 • Private Business Inc • Services-business services, nec • Tennessee
1 EXHIBIT 10.4.4 AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 4, dated as of June 30, 2001 (this "Amendment") to Credit Agreement, by and among Private Business, Inc., a Tennessee corporation (the "Borrower"), the Lenders and Fleet National Bank,...Credit Agreement • August 14th, 2001 • Private Business Inc • Services-business services, nec • New York
SECTION I EMPLOYMENTEmployment Agreement • November 9th, 2004 • Private Business Inc • Services-business services, nec • Tennessee
EXECUTIVE EMPLOYMENT AGREEMENT OF PETE SCULLYExecutive Employment Agreement • May 14th, 2003 • Private Business Inc • Services-business services, nec • Tennessee
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 16th, 2006 • Goldleaf Financial Solutions Inc. • Services-prepackaged software • Georgia
EXHIBIT 10.4 CREDIT AGREEMENT DATED AS OF JANUARY 19, 2004Credit Agreement • May 12th, 2004 • Private Business Inc • Services-business services, nec • Tennessee
EMPLOYMENT, SEVERANCE AND NON-SOLICITATION AGREEMENT This Employment, Severance and Non-Solicitation Agreement (this "Agreement") is entered into between Private Business, Inc., a Tennessee corporation ("Company"), and Paul McCulloch, an individual...Employment Agreement • April 26th, 2006 • Private Business Inc • Services-business services, nec • Tennessee
1 EXHIBIT 10.4.3 AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3, dated as of March 31, 2001 (this "Amendment") to Credit Agreement, by and among Private Business, Inc., a Tennessee corporation (the "Borrower"), the Lenders and Fleet National...Credit Agreement • May 14th, 2001 • Private Business Inc • Services-business services, nec • New York
EXHIBIT 10.2 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into this 10th day of August, 2001, by and between G. LYNN BOGGS (the "Consultant") and PRIVATE BUSINESS, INC., a Tennessee corporation (the "PBI"). WHEREAS,...Consulting Agreement • November 14th, 2001 • Private Business Inc • Services-business services, nec • Tennessee
SECTION II POSITION AND RESPONSIBILITIESEmployment Agreement • October 25th, 2005 • Private Business Inc • Services-business services, nec • Tennessee
WITNESSETH:Employment Agreement • August 11th, 2003 • Private Business Inc • Services-business services, nec • Tennessee
1 EXHIBIT 10.4.2 AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2, dated as of December 31, 1999 (this "Amendment") to Credit Agreement, by and among Private Business, Inc., a Tennessee corporation (the "Borrower", the Lenders, Fleet National Bank,...Credit Agreement • March 30th, 2000 • Private Business Inc • Services-business services, nec • New York
EXHIBIT 10.2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 11th, 2003 • Private Business Inc • Services-business services, nec • Tennessee
AMONGMerger Agreement • October 25th, 2005 • Private Business Inc • Services-business services, nec • Tennessee
Exhibit 10.2 AMENDMENT TO UNSECURED PROMISSORY NOTE This Amendment to Unsecured Promissory Note (this "Amendment") is executed this 15th day of June, 2006, by GOLDLEAF FINANCIAL SOLUTIONS, INC. (formerly known as Private Business, Inc.), a Tennessee...Unsecured Promissory Note • June 16th, 2006 • Goldleaf Financial Solutions Inc. • Services-prepackaged software
Goldleaf Financial Solutions, Inc. (f/k/a Private Business, Inc.) Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2006 • Goldleaf Financial Solutions Inc. • Services-prepackaged software • Virginia
FRIEDMAN, BILLINGS, RAMSEY & CO., INC. as Representative of the several Underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209
