AGREEMENT AND PLAN OF MERGER dated January 17, 2008, by and among GOLDLEAF FINANCIAL SOLUTIONS, INC., GLF SUB, INC., and ALOGENT CORPORATIONMerger Agreement • January 28th, 2008 • Geisel Brian R • Services-prepackaged software • Georgia
This Agreement and Plan of Merger (this “Agreement”), dated January 17, 2008, is entered into by and among Goldleaf Financial Solutions, Inc., a Tennessee corporation (“Parent”), GLF Sub, Inc., a Georgia corporation (“Merger Sub”), and Alogent Corporation, a Georgia corporation (“Company”). Parent, Merger Sub and Company are each referred to as a “Party” and are collectively referred to as “Parties.” Capitalized terms used herein are defined in this Agreement as set forth in Annex A attached hereto.
CONVERTIBLE SENIOR SUBORDINATED PROMISSORY NOTEConvertible Senior Subordinated Promissory Note • January 28th, 2008 • Geisel Brian R • Services-prepackaged software • Georgia
This Convertible Senior Subordinated Promissory Note (this “Note”) is one of a series of $7,000,000 in convertible senior subordinated promissory notes (together with the Note, the “Notes”) issued pursuant to, and is entitled to the benefits of the provisions of, that certain Agreement and Plan of Merger, dated as of January 17, 2008 (the “Merger Agreement”), by and among the Company, GLF Sub, Inc. and Alogent Corporation. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement.
