Exhibit 10.5


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-2


AMENDED AND RESTATED WARRANT CERTIFICATE


                    This Warrant Certificate amends and restates in its entirety that certain warrant certificate originally issued on December 9, 2005, and certifies that, for value received, Lightyear PBI Holdings, LLC having an address at 375 Park Avenue, New York, New York 10152 (“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 1,893,940 fully-paid and non-assessable shares (subject to adjustment in certain events) of Common Stock, no par value (“Common Stock”), of PRIVATE BUSINESS, 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 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) through a redemption of the Company’s Series C Preferred Stock, no par value, issued the date hereof (the “Series C Shares”) pursuant to the Company’s Series C Designations of Preferences (the “Series C Designations”), such that without the exchange of any funds, such holder receives (a) that number of Warrant Shares determined by dividing (x) the aggregate Series C Liquidation Payment (as defined in the Series C Designations) that would be payable upon a Liquidating Event (as defined in the Series C Designations) for each of the Series C Shares that are so redeemed (which amount shall not exceed the amount that would result in the issuance of that number of Warrant Shares that remain available for exercise pursuant to this Warrant Agreement) by (y) the Exercise Price.








                    If the Company shall redeem any of the Series C Shares on or prior to the date that is 18 months from the date hereof, the number of Warrant Shares purchasable upon exercise of the Warrant shall be reduced by a number determined by dividing (i) the product of (x) the aggregate Series C Liquidation Payment that would be payable upon a Liquidating Event for each of the Series C Shares that are so redeemed and (y) 0.5 and (z) 0.5 by (ii) the Exercise Price.


                    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:  January 23, 2006

	
  
 
  	
  
PRIVATE   BUSINESS, INC.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ G. Lynn   Boggs
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
G. Lynn Boggs
  
	
  
 
  	
  
Title:
  	
  
Chief   Executive Officer
  










(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)
  










                    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)


                    
o  tenders payment for such shares, to the order of PRIVATE BUSINESS, INC., in the amount of $________ in accordance with the terms of the Warrant Agreement.


                    
o  requests that such exercise be on a net basis in accordance with the terms of the Warrant Agreement.


                    
o  requests that such exercise be through a redemption of Series C 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)