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 10.4.7 AMENDMENT NO. 7 TO CREDIT AGREEMENT AMENDMENT NO. 7, dated as of December 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 • March 25th, 2002 • Private Business Inc • Services-business services, nec • New York
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.
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 10.4.9 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
Exhibit 99.4 WARRANT AGREEMENT Dated as of January 20, 2004Warrant Agreement • January 29th, 2004 • Private Business Inc • Services-business services, nec • Tennessee
ARTICLE 1. PURCHASE AND SALE OF ASSETS; RESELLER AGREEMENTAsset Purchase Agreement • August 14th, 2002 • Private Business Inc • Services-business services, nec • Tennessee
SECTION I EMPLOYMENTEmployment Agreement • November 9th, 2004 • Private Business Inc • Services-business services, nec • Tennessee
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
1 EXHIBIT 10.10 EXECUTIVE EMPLOYMENT AGREEMENT OF KEVIN M. MCNAMARA This Executive Employment Agreement ("AGREEMENT") is entered into between PRIVATE BUSINESS, INC., a Tennessee corporation ("COMPANY"), and KEVIN M. MCNAMARA, a resident of Brentwood,...Employment Agreement • March 30th, 2000 • Private Business Inc • Services-business services, nec • Tennessee
WITNESSETH:Incentive Stock Option Agreement • November 9th, 2004 • Private Business Inc • Services-business services, nec
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
1 EXHIBIT 10.2 STOCKHOLDERS AGREEMENTStockholders Agreement • March 25th, 1999 • Private Business Inc • 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
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 16th, 2006 • Goldleaf Financial Solutions Inc. • Services-prepackaged software • Georgia
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 10.4 CREDIT AGREEMENT DATED AS OF JANUARY 19, 2004Credit Agreement • May 12th, 2004 • Private Business Inc • Services-business services, nec • 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
FORM OF PRIVATE BUSINESS, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 26th, 1999 • Private Business Inc • Services-business services, nec • Tennessee
EXHIBIT 10.6 PRIVATE BUSINESS, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made and entered into by and between Private Business, Inc., a Tennessee corporation (the "CORPORATION"), and _____________ _____________________________ (the...Stock Option Agreement • March 25th, 1999 • Private Business Inc • Tennessee
EXHIBIT 10.2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 11th, 2003 • Private Business Inc • Services-business services, nec • Tennessee
Exhibit B JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13G being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange...Joint Filing Agreement • March 12th, 2004 • Private Business Inc • Services-business services, nec
This Agreement is filed as an exhibit to Schedule 13G being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein.
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
WITNESSETH:Credit Agreement • April 6th, 2006 • Private Business Inc • Services-business services, nec • Georgia
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
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is made between PRIVATE BUSINESS, INC. ("Company,"), its successors and assigns and Scott Craighead ("Employee"). Employee is presently employed by Company as Director, Financial Management. Company and...Employment Agreement • January 14th, 2005 • Private Business Inc • Services-business services, nec • Tennessee
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
AMONGAgreement and Plan of Merger • October 25th, 2005 • Private Business Inc • Services-business services, nec • Tennessee
EXHIBIT 10.14 ADVISOR AGREEMENT 1. PARTIES. This Advisor Agreement ("AGREEMENT") covers all understandings between THOMAS BLACK (hereinafter "EXECUTIVE") and PRIVATE BUSINESS, INC. (hereinafter "CORPORATION") relating to Executive's resignation as the...Advisor Agreement • April 15th, 2003 • Private Business Inc • Services-business services, nec
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...Goldleaf Financial Solutions Inc. • June 16th, 2006 • Services-prepackaged software
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...Goldleaf Financial Solutions Inc. • August 2nd, 2006 • 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
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
