0000942708-04-000210 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • June 25th, 2004 • Intercept Inc • Functions related to depository banking, nec • Georgia

InterCept, Inc., a Georgia corporation (the “Company”), and the investors named on Exhibit A (each an “Investor” and collectively the “Investors”) enter into this Exchange Agreement (this “Agreement”) dated June 23, 2004, relating to the issuance by the Company of shares of newly designated Series B Preferred Stock in exchange for all of the outstanding shares of the Company’s Series A Preferred Stock.

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AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 25th, 2004 • Intercept Inc • Functions related to depository banking, nec • Georgia

This Amendment to Registration Rights Agreement (the “Amendment”) is made and entered into as of June 23, 2004 between InterCept, Inc., a corporation formed under the laws of the State of Georgia (the “Company”), on one hand, and the investors listed on the signature pages hereto (each an “Investor” and collectively the “Investors”), on the other hand.

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