WARRANT AGREEMENT Dated as of December 9, 2005 between PRIVATE BUSINESS, INC. and LIGHTYEAR PBI HOLDINGS, LLCWarrant Agreement • December 13th, 2005 • Private Business Inc • Services-business services, nec • Tennessee
WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2005 between PRIVATE BUSINESS, INC., a Tennessee corporation (the “Company”), and LIGHTYEAR PBI HOLDINGS, LLC, a Delaware limited partnership (the “Initial Holder”).
WARRANT CERTIFICATEWarrant Agreement • December 13th, 2005 • Private Business Inc • Services-business services, nec
FOR VALUE RECEIVED, ________________________ hereby sells, assigns and transfers unto ________________________________, whose address is __________________________, this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________, Attorney to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution.
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN PRIVATE BUSINESS, INC. AND LIGHTYEAR PBI HOLDINGS, LLCSecurities Purchase Agreement • December 13th, 2005 • Private Business Inc • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT, entered into as of December 9, 2005, by and between Private Business, Inc., a Tennessee corporation (the “Company”), and Lightyear PBI Holdings, LLC, a Delaware limited liability company (“Investor”).
REVOLVING NOTERevolving Note • December 13th, 2005 • Private Business Inc • Services-business services, nec • Tennessee
FOR VALUE RECEIVED, the undersigned Borrower unconditionally promises to pay to the order of Bank, its successors and assigns, without setoff, at Bank’s offices identified above, or at any other place Bank designates, the principal amount of Five Million and No/100 Dollars ($5,000,000.00), or so much thereof as may be advanced from time to time, in immediately available funds, together with interest computed daily on the outstanding principal balance at an annual interest rate, and in accordance with the payment schedule, indicated below. This Note is delivered pursuant to that Credit Agreement dated January 19, 2004, as amended by the First Amendment to Credit Agreement between Borrower, Bank and the Guarantors (collectively, the “Credit Agreement”), the First Amendment being executed contemporaneously herewith. Capitalized terms not defined herein shall have the meaning contained in the Credit Agreement.
DIRECTORS AGREEMENTDirectors Agreement • December 13th, 2005 • Private Business Inc • Services-business services, nec
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”) entered into as of October 20, 2005 among Private Business, Inc. (“PBiz”), CSL Acquisition Corporation, Captiva Solutions, LLC (“Captiva”), and the members of Captiva set forth on the signature pages thereto. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of December 8, 2005 among PRIVATE BUSINESS, INC. as the Borrower, the Guarantors Party Hereto and BANK OF AMERICA, N.A., as Lender FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 13th, 2005 • Private Business Inc • Services-business services, nec • Tennessee
This First Amendment to Credit Agreement (this “First Amendment”), dated as of December 8, 2005, is entered into with reference to the Credit Agreement (the “Credit Agreement”), dated as of January 19, 2004, by and among PRIVATE BUSINESS, INC., a Tennessee corporation, (the “Borrower”), each Guarantor party thereto (collectively, the “Guarantors” and, individually a “Guarantor”), and BANK OF AMERICA, N.A., a national banking association (the “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 13th, 2005 • Private Business Inc • Services-business services, nec • Georgia
This Employment Agreement (this “Agreement”) is made by and between Private Business, Inc., a Tennessee corporation (the “Company”), and G. Lynn Boggs, an individual resident of Georgia (the “Executive”), as of the 9th day of December, 2005 (the “Effective Date”).
