AGREEMENT AND PLAN OF MERGER dated January 17, 2008, by and among GOLDLEAF FINANCIAL SOLUTIONS, INC., GLF SUB, INC., and ALOGENT CORPORATIONMerger Agreement • May 12th, 2008 • Goldleaf Financial Solutions Inc. • 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 • May 12th, 2008 • Goldleaf Financial Solutions Inc. • 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.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTCredit Agreement • May 12th, 2008 • Goldleaf Financial Solutions Inc. • Services-prepackaged software • Georgia
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT (this “Amendment”) is made and entered into as of this 17th day of January, 2008, by and among GOLDLEAF FINANCIAL SOLUTIONS, INC., a Tennessee corporation, as borrower (the “Borrower”), BANK OF AMERICA, N.A., a national banking association, as a lender (“Bank of America”), THE PEOPLES BANK, as a lender (“Peoples Bank”) and WACHOVIA BANK, N.A., as a lender (“Wachovia”) (collectively, with Bank of America and Peoples Bank, the “Lenders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2008 • Goldleaf Financial Solutions Inc. • Services-prepackaged software • Georgia
THIS AGREEMENT is made and entered into as of this 17th day of January, 2008, by and among GOLDLEAF FINANCIAL SOLUTIONS, INC., a Tennessee corporation (“Goldleaf”), and the persons whose names appear in the signature pages hereto under the caption “Shareholders.”
EMPLOYMENT, SEVERANCE AND NON-SOLICITATION AGREEMENTEmployment Agreement • May 12th, 2008 • Goldleaf Financial Solutions Inc. • Services-prepackaged software • Tennessee
This Employment, Severance and Non-Solicitation Agreement (this “Agreement”) is entered into between Private Business, Inc., a Tennessee corporation (“Company”), and David Peterson, an individual resident of Georgia (“Employee”), effective as of January , 2006 (the “Effective Date”).
