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
TRANSFERRED, PLEDGED OR HYPOTHECATED, NOR WILL ANY ASSIGNEE OR ENDORSEE HEREOF
BE RECOGNIZED AS AN OWNER OR HOLDER HEREOF BY THE COMPANY FOR ANY PURPOSE,
UNLESS AND UNTIL THIS WARRANT IS REGISTERED UNDER SUCH ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH
REGISTRATION IS NOT REQUIRED.
EXERCISABLE ON OR BEFORE
5:00 P.M., NEW YORK TIME, on
January 20, 2014
No. W-5
WARRANT CERTIFICATE
This Warrant Certificate certifies that, for value received,
Lightyear PBI Holdings, LLC having an address at ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("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 the Company and the Initial Holder (the "Warrant Agreement"). Payment of
the Exercise Price shall be made, at the option of the Holder (i) in cash, (ii)
by wire transfer payable to the order of the Company, (iii) on a net basis, such
that without the exchange of any funds, the Holder receives that number of
Warrant Shares that would otherwise be issuable upon a cash exercise of this
Warrant less that number of Warrant Shares having a current market price (as
defined in paragraph 3(b) of the Warrant Agreement) equal to the aggregate
Exercise Price that would otherwise have been paid by such holder for the number
of Warrant Shares with respect to which this Warrant is being exercised or (iv)
in shares of Series A Preferred Stock of the Company (the "Series A Preferred
Stock"), such that without the exchange of any funds, such holder receives that
number of Warrant Shares issuable upon a cash exercise of such Warrants upon
surrender to the Company of that number of shares of Series A Preferred Stock
having an aggregate Series A Liquidation Payment (as defined in the Designation
of Preferences of the Series A Preferred Stock) equal to the aggregate Exercise
Price that would otherwise have been paid by such holder for the number of
Warrant Shares with respect to which such Warrant is being exercised.
This Warrant may be exercised at such times and in such
amounts as are provided for in the Warrant Agreement. Each Warrant not exercised
on or prior to January 20, 2014 shall
become invalid and all rights hereunder, and all rights in respect thereof under
the Warrant Agreement, shall cease as of that time.
The Warrants evidenced by this Warrant Certificate are issued
pursuant to the Warrant Agreement, which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Company and the holders (the words
"holders" or "holder" meaning the registered holders or registered holder) of
the Warrants. A copy of the Warrant Agreement may be obtained by the holder(s)
hereof upon written request directed to the Company.
The Warrant Agreement provides that upon the occurrence of
certain events, the Exercise Price and the type and/or number of the Company's
securities issuable upon exercise of the Warrants may, subject to certain
conditions, be adjusted.
Upon due presentment for registration of transfer of this
Warrant Certificate at the principal office of the Company, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided
herein and in the Warrant Agreement, without any charge except for any tax or
other governmental charge imposed in connection therewith which is not payable
by the Company pursuant to paragraph 9 of the Warrant Agreement.
Upon the exercise of less than all of the Warrants evidenced
by this Certificate, the Company shall forthwith issue to the holder hereof a
new Warrant Certificate representing such numbered of unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof
as the absolute owner(s) of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose
of any exercise hereof and of any distribution to the holder(s) hereof and for
all other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms used in this Warrant Certificate which are not
defined herein and are defined in the Warrant Agreement shall have the meanings
assigned to them in the Warrant Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed under its corporate seal.
Dated: July 1, 2006
GOLDLEAF FINANCIAL SOLUTIONS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
[FORM OF ASSIGNMENT]
(To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate.)
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.
Dated: Signature:
-----------------------------
(Signature must conform in all respects to
name of holder as specified on the face of
the Warrant Certificate.)
-----------------------------
(Insert Social Security or Other
Identifying Number of Holder)
[FORM OF ELECTION TO PURCHASE]
The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to purchase ________________
shares of Common Stock and herewith: (choose one by marking "X" in the space
provided)
[ ] tenders payment for such shares, to the order of GOLDLEAF
FINANCIAL SOLUTIONS, INC., in the amount of $________ in accordance with the
terms of the Warrant Agreement.
[ ] requests that such exercise be on a net basis in
accordance with the terms of the Warrant Agreement.
[ ] tenders _____ shares of Series A Preferred Stock, having
an aggregate Series A Liquidation Payment in the amount of $______, as payment
for such shares, in accordance with the terms of the Warrant Agreement.
The undersigned requests that a certificate for such shares of
Common Stock be registered in the name of _____________________, whose address
is _________________________ and that such certificate be delivered to
_____________________________ whose address is ____________________.
Dated: Signature:
-------------------------------
(Signature must conform in all respects to
name of holder as specified on the face of
the Warrant Certificate.)
--------------------------------
(Insert Social Security or Other
Identifying Number of Holder)
