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inclusive, and (c) the date of acceleration of this Note pursuant to the second sentence ofSection 2.2(a) as a result of any other Event of Default (the earliest of such dates being the“Maturity Date”). The interest accrued on this Note from the date of this Note through theMaturity Date shall be payable to the Holder in arrears on the Maturity Date, when all accrued andunpaid interest, and all other outstanding amounts, fees and expenses due hereunder, shall be dueand payable. The Company may elect, however, to pay accrued and unpaid interest on this Note incash on the 17th day of each April, July, October and January after the date hereof. Payment ofprincipal on this Note shall be made by wire transfer or ACH to the Holder according to writteninstructions provided by the Holder, provided that if the Holder fails to provide such instructionsat least four business days before such payment is due, then payment may be made by check deliveredto the Holder at the address of the Holder reflected on the investor agreement delivered to theCompany pursuant to the Merger Agreement, or at such other place as the Holder may designate andnotify the undersigned in writing, on or before the date due.     **Section 1.3 Conversion into Common Stock at Election of Holder**. At any time and from time totime when any principal amount of this Note remains outstanding, whether before or after theMaturity Date, the Holder may elect to covert the entire outstanding principal amount of this Note,or any lesser amount of this Note that is convertible into a number of Shares (as defined below)that is divisible by one hundred (100), into that number of fully paid and nonassessable shares(the “Shares”) of the Company’s Common Stock, no par value (the “Common Stock”), asis obtained by dividing (A) the amount to be converted by (B) Four Dollars and Fifty Cents ($4.50)(the “Conversion Price”). The Holder shall give five (5) days’ written notice to theCompany of such election to convert this Note, and such conversion shall be deemed to have beenmade on the fifth (5th) day after such notice is delivered to the Company. Onconversion, all of the accrued but unpaid interest on the Note, together with all outstanding feesand expenses due under this Note, shall be paid to the Holder in cash as provided in Section 1.2above (or a pro rata amount of such interest, fees and expenses if less than all of this Note isconverted), and such interest shall not be convertible into Shares. No fractional shares or scriprepresenting fractional shares shall be issued upon the conversion of this Note. In lieu ofissuing such fractional shares, the Company shall pay all of the cash value of any fractionalinterest to the Holder. Notwithstanding the foregoing, the Company shall not be obligated to payaccrued and unpaid interest on conversion as provided above if such payment would cause, or in theCompany’s reasonable judgment be likely to cause, a default under the Credit Agreement (as suchterm is defined below). In such event, such accrued and unpaid interest shall be payable to theHolder (or the Holder’s assignee) on the Maturity Date, and the Company’s failure to pay suchinterest on conversion shall not be deemed to be an Event of Default as defined below.     **Section 1.4 Optional Prepayment with the Consent of the Holder**. At the option of the Companywith the prior written consent of the Holder, the Company may, without premium or penalty, prepaythe unpaid principal amount of this Note, in whole or in part, together with interest accruedthereon and all other outstanding amounts, fees and expenses to the date of prepayment. TheCompany shall make the same prepayment offer to the Holders of all outstanding Notes, with suchprepayment to be pro rated among the holders of Notes in accordance with their respective portionsof the outstanding aggregate principal amount of the Notes that are then outstanding, but if theHolder of this or any other Note grants such consent,
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then the Company may prepay such Note notwithstanding the refusal of the holders of otherNotes to grant such consent. Further, the Company may, subject to the Holder’s conversion rightsunder Section 1.3, prepay the Note without the consent of the Holder if the Company proposes,during the final six months of the term of the Senior Debt (as defined below and as in effect onthe date hereof), to amend, restate, supplement, modify, refinance or replace the Senior Debt underterms that would violate Section 1.5(a), and the Majority Holders (as defined below) decline toconsent. Any such prepayment shall be applied first to the payment of accrued interest and then torepayment of principal.     **Section 1.5 Restrictive Covenants.**From the date of this Note until all amounts outstandingunder this Note, including principal, interests, fees, expenses and other amounts, have beenindefeasibly paid in full or converted as provided herein, the Company hereby covenants and agreeswith the Holder as follows:          (a) Senior Debt. The principal amount of the Company’s and its subsidiaries’ “SeniorDebt” (as defined in the following sentence) shall not exceed $55,000,000 as reduced by the amountof all commitment reductions on revolving loans (the “Senior Debt Limit”) in the aggregate.“Senior Debt” means the principal of any indebtedness now existing or hereafter incurredunder that certain Second Amended and Restated Credit Agreement dated as of November 30, 2006 amongthe Company, Bank of America, N.A., Wachovia Bank, N.A., The Peoples Bank of Winder and the otherlenders from time to time party thereto, as amended and in effect as of the date hereof (the“Credit Agreement”), including, without limitation, the loan or loans thereunder and anydebtor-in-possession financing provided by the Senior Lenders. The term Credit Agreement includesany amendments, restatements, supplements or modifications thereto and any refinancing orreplacement thereof with a credit facility led or provided by a commercial bank; provided that theterms of such amendment, restatement, supplement, modification, refinancing or replacement are notprohibited or restricted pursuant to the terms of this Note. The Company shall not agree, norshall it permit any subsidiary to agree, to any amendment to the Credit Agreement or the agreementsand documents executed and delivered in connection therewith (the “Senior CreditDocuments”) (including, without limitation, any refinancing of the Senior Debt) which(i) increases the principal amount of the Senior Debt above the Senior Debt Limit, (ii) increasesthe interest rates payable with respect to any amount owed thereunder (other than as a result of anevent of default thereunder) by more than three hundred basis points above the interest rates setforth in the Credit Agreement as in effect as of the date of this Note, (iii) shortens the maturityof the Senior Debt (unless the maturity of the Note is shortened by an equal length of time), or(iv) extends the maturity of the Senior Debt, unless, in each case, the Company obtains the priorwritten consent of the Holders of Notes representing at least 66.67% of the principal amount of allNotes then outstanding (the “Majority Holders”).          (b) No Other Liens. Without the prior written consent of the Majority Holders, theCompany shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, create,incur, assume or suffer to exist, any “Lien” (as defined in the next sentence) upon any of itsproperty, assets or revenues, whether now owned or hereafter acquired, other than Liens grantedpursuant to the Credit Agreement and any other Senior Credit Document as in existence on the datehereof, and Liens permitted without consent or waiver of any other party to
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the Credit Agreement under Section 7.1 of the Credit Agreement as such Section 7.1 (includingany schedule thereto) exists on the date hereof. “Lien” means any mortgage, pledge,hypothecation, assignment, deposit arrangement intended as security (and expressly excluding theCompany’s and the subsidiaries’ operating and investment bank accounts), encumbrance, lien(statutory or otherwise), charge, or preference, priority or other security interest orpreferential arrangement of any kind or nature whatsoever (including any conditional sale or othertitle retention agreement), and any capital lease having substantially the same economic effect asany of the foregoing.          (c) No Other Senior Indebtedness. Without the prior written consent of the MajorityHolders, the Company shall not, nor shall it permit any of its subsidiaries to, directly orindirectly, create, incur, assume or suffer to exist, any “Indebtedness” (as defined in the nextsentence) unless such Indebtedness is either (i) expressly permitted under Section 7.3 of theCredit Agreement (as such Section 7.3 exists as of the date hereof) or without consent or waiver ofany other party thereto, (ii) capital leases not exceeding $500,000 in aggregate amount for each“Acquisition” (as such term is defined in the Credit Agreement) or (iii) junior and subordinate inevery material respect to the debt evidenced by this Note, including but not limited to thefollowing: such debt (x) has a maturity that is at least sixty (60) days beyond the Maturity Date,(y) is unsecured; and (z) has no greater remedies, rights or priorities than the remedies, rightsand priorities granted to the Holder in this Note. “Indebtedness” means all of thefollowing, whether or not included as indebtedness or liabilities in accordance with GAAP: (1) allobligations for borrowed money and all obligations evidenced by bonds, debentures, promissorynotes, loan agreements or other similar instruments; (2) all direct or contingent obligationsarising under letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similarinstruments; (3) net obligations under any hedge, forward, derivative, swap or other similarcontract or transaction; (4) all obligations to pay the deferred purchase price of property orservices (other than (x) trade accounts payable in the ordinary course of business and (y) earn-outarrangements previously entered into by the Company in connection with the acquisitions of certainassets of Community Banking Systems, Ltd. and DataTrade L.L.C.); (5) indebtedness (excludingprepaid interest thereon) secured by a Lien on property owned or being purchased (includingindebtedness arising under conditional sales or other title retention agreements), whether or notsuch indebtedness shall have been assumed or is limited in recourse; (6) capital leases; and(7) all guarantees or other obligations, contingent or otherwise, having the economic effect ofguaranteeing any indebtedness described above or other obligation payable or performable by anotherperson or entity in any manner, whether direct or indirect.          (d) Restricted Payments. Without the prior written consent of the Majority Holdersand except as permitted below, the Company shall not, nor shall it permit any of its subsidiariesto declare or make, directly or indirectly, (i) any dividend or other distribution (whether incash, securities or other property) with respect to any of its capital stock or other equityinterest, or (ii) any payment (whether in cash, securities or other property) on account of thepurchase, redemption, retirement, acquisition, cancellation or termination of any such capitalstock or other equity interest or of any option, warrant or other right to acquire any such capitalstock or other equity interest (collectively, “Restricted Payments”), or incur anyobligation (contingent or otherwise) to do so, except that: (x) each subsidiary of the Company maymake Restricted Payments to the Company and to any other subsidiary of the Company; and (y) the
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Company and each of its subsidiaries may declare and make dividend payments or otherdistributions payable solely on its common stock or other common equity interests (subject to theterms of Section 1.7(c) below).          (e) Cessation of Business. Without the prior written consent of the Majority Holders,the Company shall not, nor shall it permit any of its material subsidiaries (for this purposemeaning subsidiaries having more than $2,000,000 in revenues in the past 12 months) to, dissolve,liquidate (unless the successor to the subsidiary’s assets in such dissolution or liquidation isthe Company or another subsidiary), cease to do business or suspend normal business operations,provided that the sale or other disposition of a subsidiary in a transaction approved by theCompany’s board of directors shall not be deemed to be a cessation of doing business or asuspension of normal business operations.          (f) Restrictive Agreements. Without the prior written consent of the MajorityHolders, neither Company nor any of its subsidiaries will enter into or become obligated under anyagreement or contract including, without limitation, any loan agreement, promissory note (or otherevidence of indebtedness), mortgage, security agreement or lease, which by its terms prevents orrestricts Company or its subsidiaries from performing its obligations under this Note, other thanthe Senior Credit Documents.     **Section 1.6 Rights Upon Certain Transactions**. In the event the Company proposes to engage inany reclassification of the Common Stock (other than a change in par value, or as a result of asubdivision or combination), or in any consolidation or merger of the Company with or into anothercorporation (other than a consolidation or merger with another corporation in which the Company isa continuing corporation and in which the Company’s shareholders immediately preceding suchconsolidation or merger own at least 50% of the voting securities of the Company following suchconsolidation or merger and that does not result in any reclassification of the Shares issuableupon conversion of this Note), or in any sale of all or substantially all of the assets of theCompany, or in any “Rule 13e-3 transaction” as defined in SEC Rule 13e-3 (the foregoingtransactions and events being referred to collectively as a “Major Event”), then the Holderof this Note shall have the option to elect, contingent upon the closing of such Major Event,either (a) to convert this Note as provided in Section 1.3 above, contingent upon the effectivenessof the Major Event, and to receive the consideration payable to the holders of Common Stock as aresult of such Major Event; (b) to have the entire outstanding balance hereunder accelerated and tobe paid in full in cash all amounts owed hereunder on or before the closing of such Major Event; or(c) if and only if the Company so consents, to receive a “New Note” (the Company may grant orwithhold such consent in its sole discretion). “New Note” means a new Note, providing thatthe Holder shall have the right to convert such new Note, and procure upon such conversion, in lieuof the Shares theretofore issuable upon conversion of this Note, the kind and amount of shares ofstock, other securities, money and property receivable upon such Major Event by a holder of anequivalent number of shares of Common Stock. Such New Note shall provide for adjustments thatshall be as nearly equivalent as may be practicable to the adjustments provided for in Section 1.7.The Holder shall be entitled to receive the same prior notice of any shareholders’ meeting asprovided to the holders of Common Stock in accordance with the Bylaws of the Company with respectto any Major Event and, in any event, shall receive at least ten (10) days advance written noticeof any Major
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Event, together with such information about the Major Event and the other parties thereto asis available to the Company and as may be reasonably requested by the Holder to enable the Holderto evaluate which option above the Holder wants to select.     **Section 1.7 Adjustment**.     The number of Shares into which this Note is convertible and the Conversion Price are subjectto adjustment from time to time upon the occurrence of certain events, as follows:          (a) If the Company at any time while any amounts remain outstanding under this Note shallsubdivide or combine the Common Stock, the Conversion Price shall be proportionately decreased inthe case of a subdivision or increased in the case of a combination.          (b) If the Company at any time while any amounts remain outstanding under this Note shall paya dividend with respect to the shares of Common Stock payable in, or make any other distributionwith respect to, the Common Stock (except any distribution specifically provided for in theforegoing Section 1.7(a)), then the Conversion Price shall be adjusted, from and after the date ofdetermination of shareholders entitled to receive such dividend or distribution, to that pricedetermined by multiplying the Conversion Price in effect immediately prior to such date ofdetermination by a fraction (1) the numerator of which shall be the total number of shares ofCommon Stock outstanding immediately prior to such dividend or distribution, and (2) thedenominator of which shall be the total number of shares of Common Stock outstanding immediatelyafter such dividend or distribution.          (c) Notwithstanding anything to the contrary in this Note, under no circumstances shall theCompany be required to make any adjustment to the Conversion Price or the number of equitysecurities issuable upon conversion of this Note that would duplicate an adjustment that isafforded to the Common Stock generally pursuant to the Company’s articles of incorporation.**SECTION 2****Events of Default**     **Section 2.1 Events of Default**. The outstanding balance of this Note, including principal,interest and all other amounts, fees and expenses, shall automatically be and become immediatelydue and payable without any action on the part of the Holder upon the happening of any of thefollowing events (each, an “Event of Default”):          (a) The Company or any of its subsidiaries institutes or consents to the institution of anyproceeding under any federal bankruptcy law, or any other applicable federal or state bankruptcy,insolvency, liquidation, creditors’ rights or other similar law, as now or hereafter constituted(“Bankruptcy Law”); or makes an assignment for the benefit of creditors; or applies for orconsents to the appointment of any receiver, trustee, custodian, conservator, liquidator,rehabilitator or similar officer for it or for all or any material part of its property; or anyreceiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is
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appointed and the appointment continues undischarged or unstayed for ninety (90) calendardays; or any proceeding under any Bankruptcy Law relating to the Company or any of its subsidiariesor to all or any material part of its or their property is instituted by any person or entity andcontinues undismissed or unstayed for ninety (90) calendar days; or an order for relief is enteredin any such proceeding; the Company or any of its subsidiaries becomes unable or admits in writingits inability or fails generally to pay its debts as they become due, or any writ or warrant ofattachment or execution or similar process is issued or levied against all or any material part ofthe property of the Company or any of its subsidiaries and is not released, vacated or fully bondedwithin thirty (30) days after its issue or levy; or the Company takes any corporate action infurtherance of any of the foregoing;          (b) the Company shall fail to pay any amount of principal or interest due under this Note onthe due date;          (c) the Company (i) fails to perform or observe any term, covenant or agreement contained inSection 1.5(a), (c), or (d) of this Note; (ii) ceases to be a reporting company under the ExchangeAct; or (iii) the Company’s common stock ceases to be listed for trading on one of the NasdaqGlobal Market, Nasdaq Capital Market, Nasdaq Global Select Market or the American Stock Exchange(or their successors), other than, with respect to clauses (ii) and (iii), in connection with aMajor Event where the provisions of Section 1.6 above have been satisfied;          (d) the Company shall default in the due performance or observance of any other covenant,agreement or provision of this Note (other than as provided in Sections 2.1(b) and (c) above), andsuch default shall have continued uncured for a period of thirty (30) days after written noticethereof to the Company from the Holder (or if such default relates to the outstanding Notesgenerally, from a holder of any Note);          (e) A default or event of default that remains uncured following any applicable cure periodshall have occurred with respect to any Indebtedness of the Company in the amount of $1,000,000 ormore and such Indebtedness shall have been accelerated by its holder;          (f) There is entered against the Company or any of its subsidiaries (i) a final judgment ororder for the payment of money in an aggregate amount exceeding $1,000,000 (to the extent notcovered by (x) independent third party insurance as to which the insurer does not dispute coverageor (y) a performance bond), or (ii) any one or more non-monetary final judgments that have, orcould reasonably be expected to have or cause, individually or in the aggregate, a material adverseeffect upon the legality, validity, binding effect or enforceability of this Note, or a materialimpairment of the Company’s ability to perform its obligations under this Note, and, in eithercase, enforcement proceedings are commenced by any creditor upon such judgment or order;          (g) This Note, for any reason other than as expressly permitted hereunder or satisfaction infull of all obligations under this Note, ceases to be in full force and effect; or the
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Company denies that it has any or further liability or obligation under this Note, or purportsto revoke, terminate or rescind this Note, in whole or in part; or          (h) Any Major Event occurs, unless (i) the provisions of Section 1.6 have been satisfied and,on or before the date of such Major Event, all payments, New Notes (subject to Company consent) andother amounts (as applicable) that such Holder elected to receive pursuant to Section 1.6 underthis Note are paid and delivered to the Holder in full, in which event no consent shall be requiredunder Section 1.4; or (ii) the Company obtains the prior written consent of the MajorityNoteholders.     **Section 2.2 Remedies**. In addition to any other remedies available to the Holder:          (a) Upon the occurrence and during the continuance of an Event of Default referred to inSection 2.1(a) and Section 2.1(b), the principal amount then outstanding under this Note, and theaccrued interest thereon, shall become immediately due and payable without presentment, demand,notice of any kind, protest or other formalities of any kind, all of which are hereby expresslywaived by the Company. Upon the occurrence of an Event of Default other than ones referred to inSection 2.1(a) and Section 2.1(b), the Holder may, upon written notice to the Company (but withoutany other notice of any kind), declare the principal amount then outstanding of, and the accruedinterest thereon, this Note to be due and payable immediately, and upon such declaration the sameshall become due and payable immediately, without presentation, demand, protest, notice (other thanas expressly provided above) or other formalities of any kind, all of which are expressly waived bythe Company. If the Maturity Date is accelerated as provided in this Section 2.2(a), this Noteshall bear interest at the simple interest rate of twelve (12%) per annum, commencing on the dateof such acceleration without further notice and continuing as long as an Event of Defaultcontinues.          (b) Upon the occurrence and during the continuance of an Event of Default, the Holder mayinstitute such actions or proceedings in law or equity as it shall deem expedient for theprotection of its rights and may prosecute and enforce its claims against all assets of theCompany, and in connection with any such action or proceeding shall be entitled to receive from theCompany payment of the principal amount of this Note plus accrued interest to the date of paymentplus reasonable expenses of collection, including, without limitation, reasonable attorneys’ feesand expenses actually incurred (rather than calculated in accordance with Georgia CodeSection 13-1-11), whether or not suit is instituted.          (c) In addition to the remedies provided above, if (i) the principal amount then outstandingof this Note, and the accrued interest thereon, shall become immediately due and payable asprovided in Section 2.2(a) and (ii) all amounts owing under this Note are not paid in full withinthirty (30) days thereafter, then the Company shall take the following actions:          (x) Subject to Section 4 hereof, the Company shall pay a monitoring fee of $300,000 permonth to the holders of the Notes (pro rated among the holders of Notes in accordance withtheir respective portions of the outstanding aggregate principal amount of the Notes thatare then outstanding, and with such monitoring fee to be reduced proportionately if and tothe extent that the total principal amount of the Notes
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then outstanding is then less than $8,000,000), beginning with the first payment of$300,000 on the date that is thirty (30) days after the acceleration of this Note pursuantto Section 2.2(a). The Company shall pay another such monitoring fee on the date that isthirty (30) days thereafter and again on the date that is sixty (60) days thereafter,provided that if the Company pays all amounts owing under this Note during such sixty (60)day period, the Company shall be required to pay only a proportionate amount of suchmonitoring fee(s) based on the number of days elapsed in such period before the payment. Inno event shall the Company be obligated to pay more than $900,000 in monitoring fees.          (y) The Company shall immediately seek approval from the holders of the Senior Debt (orthe required percentage thereof) to grant a security interest in the Company’s assets tosecure the indebtedness owed by the Notes. The Company shall, if such approval is granted,promptly enter into a security agreement and related documents with a representative of theholders of Notes designated by the Majority Noteholders as agent for the holders of Notes,in customary form to grant such a security interest.          (d) No delay or omission on the part of the Holder in exercising any right hereunder shalloperate as a waiver of such right or any other right of the Holder, nor shall any delay, omissionor waiver on any one occasion be deemed a bar to or waiver of the same or any other right on anyfuture occasion.**SECTION 3****Miscellaneous**     **Section 3.1 Lost, Stolen or Mutilated Notes**. Upon receipt of evidence satisfactory to theCompany of the loss, theft, destruction or mutilation of this Note, and in case of any such loss,theft or destruction, upon delivery of any customary indemnity agreement reasonably satisfactory tothe Company, or in any case of any such mutilation, upon surrender and cancellation of this Note,the Company at its expense will issue and deliver a new Note of like tenor in an amount equal tothe amount of such lost, stolen or mutilated Note and any such lost, stolen or destroyed Note shallthereupon become void.     **Section 3.2 Benefit of Note**. This Note shall be binding upon, and shall inure to the benefitof and be enforceable by, the Holder and the Holder’s successors and assigns. All of the covenantsand the agreements contained in this Note by or on behalf of the Company are binding on theCompany’s successors and assigns, whether by consolidation, merger, transfer or license of all orsubstantially all of the assets of the Company.     **Section 3.3 Certain Waivers**. The Company hereby waives presentment for payment, notice ofdishonor, protest, notice of protest, diligence, demand, and notice of any kind (except for noticeprovisions expressly specified in this Note) and assents to the extension of the time of payment,release, surrender or substitution of security, or forbearance or other indulgence, without notice.Except as provided in the following sentence, the Company agrees to pay all amounts of principal,interest and fees under this Note without offset, deduction, claim, counterclaim, defense orrecoupment, all of which, except offsets, recoupments or counterclaims
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which could not, by reason of any applicable federal or state procedural laws, be interposed,pleaded or alleged in any other action, are hereby waived by the Company. The Company may,however, cancel Notes in the aggregate face amount of up to $2,800,000 and receive interest thereonin settlement of indemnification claims under the Merger Agreement as provided in (and up to theamount of “Escrow Funds” as defined in) that certain Escrow Agreement dated January 17, 2008 by andamong the Company, the Shareholder Representative (as such term is defined in the MergerAgreement), and Suntrust Bank, a Georgia banking corporation, as escrow agent.     **Section 3.4 Notices**. All notices required under this Note shall be deemed to have been givenor made for all purposes (i) upon personal delivery, (ii) upon confirmation receipt that thecommunication was successfully sent to the applicable number if sent by facsimile; (iii) one dayafter being sent, when sent by professional overnight courier service, or (iv) five days afterposting when sent by registered or certified mail. Notices to the Company shall be sent to theprincipal office of the Company (or at such other place as the Company shall notify the Holderhereof in writing). Notices to the Holder shall be sent to the address of the Holder reflected onthe investor agreement delivered to the Company pursuant to the Merger Agreement, or at such otherplace as the Holder shall notify the Company in writing.     **Section 3.5 Amendment; Waiver**. Subject to Section 4.2(c) hereof, any term of this Note may beamended, changed or modified, and the observance of any term of this Note may be waived (eithergenerally or in a particular instance and either retroactively or prospectively), with the writtenconsent of the Company and the Majority Noteholders; provided, however, that no amendment, change,modification or waiver respecting this Note may be made by the Majority Noteholders without theconsent of the Holder unless a comparable amendment, change, modification or waiver is maderespecting all of the Notes issued pursuant to the Merger Agreement; and, provided further, that noamendment, change, modification or waiver respecting this Note may be made by the MajorityNoteholders without the consent of the Holder if the effect of such amendment, change, modificationor waiver is to discharge this Note in whole or in part, decrease the principal amount or rate ofinterest set forth herein, or to create, cause or increase any liability or obligation of theHolder. Subject to the foregoing, any amendment, change, modification or waiver to this Note shallapply equally and be binding upon all of the Notes issued pursuant to the Merger Agreement. Exceptas otherwise provided in this Note, this Note may not be discharged, nor shall the principal amountor interest be amended, changed or modified, without the written consent of the Company and theHolder of this Note. This Section 3.5 may not be amended, changed or modified, except by a writingsigned by the Company and all of the holders of Notes.     **Section 3.6 Payment of Interest**. In no event whatsoever shall the amount paid or agreed to bepaid to the Holder for the use of the money advanced or to be advanced hereunder exceed the maximumrate permitted by law (the “Maximum Rate”). If, for any circumstances whatsoever, thefulfillment of any provision of this Note or any other agreement or instrument now or hereafterevidencing, securing or in any way relating to the debt evidenced hereby shall involve the paymentof interest in excess of the Maximum Rate, then, *ipso facto*, the obligation to pay interesthereunder shall be reduced to the Maximum Rate; and if for any circumstance whatsoever, the Holdershall ever receive interest, the amount of which would exceed the amount collectible at the MaximumRate, such amount as would be excessive interest shall be applied to
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the reduction of the principal balance remaining unpaid hereunder and not to the payment ofinterest. This provision shall control every other provision in any and all other agreements andinstruments existing or hereafter arising between the undersigned and the Holder with respect tothe debt evidenced by this Note. It is the express intent hereof that the Company not pay and theHolder not receive, directly or indirectly in any manner whatsoever, interest in excess of thatwhich may legally be paid by the Company under applicable laws.     **Section 3.7 Transfer of Note and Shares**.          (a) Neither this Note nor the Shares have been registered under the Securities Act of 1933, asamended (the “Securities Act”), or any state securities laws (“Blue Sky Laws”).This Note has been acquired for investment purposes and not with a view to distribution or resaleand may not be sold or otherwise transferred without (i) an effective registration statement forsuch Note under the Securities Act and such applicable Blue Sky Laws, or (ii) an opinion of counselreasonably satisfactory to the Company and its counsel, that registration is not required under theSecurities Act or under any applicable Blue Sky Laws. Notwithstanding anything herein to thecontrary, the Company will not require opinions of counsel for transactions made pursuant to Rule144 unless, after consultation with the Holder, the Company has a reasonable basis for believingthat such disposition may not be made pursuant to Rule 144. Transfer of the Shares shall berestricted in the same manner as set forth in this Section 3.7(a), and the certificatesrepresenting such Shares shall bear substantially the following legend:THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BETRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT ANDSUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVEWITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL REASONABLYSATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT AND SUCHAPPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITHSUCH PROPOSED TRANSFER.     The Holder hereof and the Company agree to execute such other documents and instruments ascounsel for the Company reasonably deems necessary to effect the compliance of the issuance of thisNote and any shares of Common Stock issued upon conversion hereof with applicable federal and statesecurities laws.          (b) The Company covenants and agrees that all Shares that may be issued upon conversion ofthis Note will, upon issuance and payment therefor, be legally and validly issued and outstanding,fully paid and nonassessable, free from all taxes, Liens, charges and preemptive rights, if any,with respect thereto or to the issuance thereof. The Company shall at all times reserve and keepavailable for issuance out of its authorized but unissued shares of
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Common Stock upon the conversion of this Note such number of authorized but unissued shares ofCommon Stock as will be sufficient to permit the conversion in full of this Note and if at any timethe number of authorized but unissued shares of Common Stock shall be insufficient to effect theconversion of all then outstanding Notes, the Company shall take such corporate action as may, inthe opinion of its counsel be necessary to increase its authorized but unissued shares of CommonStock to such number of shares as shall be sufficient for such purpose.          (c) Subject to the foregoing provisions of this Section 3.7, this Note may be transferred, inwhole or in part, (i) to any Affiliate (as defined in Section 3.7(e) below) of the Holder; or(ii) to any “Person” (meaning an individual, partnership, corporation, joint venture, jointstock company, land trust, business trust, limited liability company, limited liability partnershipor unincorporated organization), provided, however, that in connection with any transfer under thisclause (ii), (x) the transferee is not a “competitor” of the Company as listed on Schedule A heretoor an Affiliate of such competitor and (y) the transfer is made only after compliance with the“first right of refusal” provisions set forth in Section 3.7(f) below. This Note may not betransferred other than as permitted by this paragraph. This paragraph will apply to any transfereeto the same extent it applies to the original Holder unless such transfer was made in compliancewith Rule 144 or other exemption from registration under the Securities Act and the transferee isnot an Affiliate of the Company.          (d) Such transfer may be made in any case permitted by this Section 3.7 by presentation of theNote to the Company with written instructions for such transfer. Upon such presentation fortransfer, the Company shall promptly execute and deliver a new Note or Notes in the form hereof inthe name of the assignee or assignees and in the denominations specified in such instructions. TheCompany shall pay all expenses incurred by it in connection with the preparation, issuance anddelivery of Notes under this Section 3.7.          (e) The term “Affiliate” means a Person which directly or indirectly through one ormore intermediaries controls, or is controlled by, or is under common control with, the applicablePerson; for purposes hereof, “control” means the possession, directly or indirectly, thepower to direct or cause the direction of the management and policies of a Person, whether throughthe ownership of voting securities, by contract or otherwise.          (f) If the Holder intends to transfer all or any portion of this Note other than as permittedunder clause (i) of Section 3.7(c) and Section 3.7(g), the Holder shall give ten (10) days’ writtennotice to the Company of such intention. The notice, in addition to stating the Holder’s intentionto transfer all or any portion of this Note, shall state: (i) the portion of this Note to betransferred if less than all of this Note is to be transferred, (ii) the name and address of theproposed transferee, (iii) the amount of the consideration for the transfer, and (iv) the terms ofthe transfer. On the date of the delivery of such notice to the Company, the Company shall becomeentitled to acquire this Note or the portion hereof to be transferred, as applicable, for theconsideration and on the other terms described in the notice, and the Company may exercise thisfirst right of refusal by notifying the Holder in writing of its intention and paying the purchaseprice to the Holder within ten (10) days thereafter, upon which payment this Note or the applicableportion thereof shall be transferred to the Company. If the Company does not exercise the right offirst refusal within the 10-day period, the Holder may, within 90 days
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thereafter, complete the transfer described in the notice. A transfer by (A) a partnership toits partners or former partners in accordance with partnership interests, (B) a corporation to itsstockholders in accordance with their interest in the corporation, (C) a limited liability companyto its members or former members in accordance with their interest in the limited liabilitycompany, or (D) to an individual Holder’s family member, trust, family limited partnership or otherentity for the benefit of an individual Holder or such Holder’s family member, shall in any suchevent not be subject to the right of first refusal in this Section 3.7(f); *provided*that in eachcase, such disposition complies with the other terms of this Note, including the other provisionsof this Section 3.7, and the transferee will be subject to the terms of this Note to the sameextent as if he were an original Holder hereunder.     **Section 3.8 Covenant Regarding Public Information**. With a view to making available to theHolder the benefits of certain rules and regulations of the SEC that may permit the sale ofsecurities to the public without registration, and certain other benefits, the Company agrees thatit will, until the sooner to occur of (i) the first anniversary of the date hereof (unless theHolder is an Affiliate, in which event the obligations to the Holder under this Section 3.8 shallcontinue until (x) ninety (90) days following the date on which the Holder is no longer anAffiliate or (y) they are terminated under the following clause (ii)) or (ii) the date that theHolder no longer holds this Note or any Shares:          (a) at all times make and keep public information available, as those terms are understood anddefined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act;          (b) file with the SEC and Nasdaq, in a timely manner, all reports and other documents requiredof the Parent under the Securities Act, Exchange Act and Nasdaq rules (including all filings andother submissions of the kind contemplated or described in Section 3.8(a) above);          (c) promptly furnish to the Holder upon request a written statement by the Company that it isin compliance with the reporting requirements of Sections 3.8(a) and (b) above and of the ExchangeAct; and          (d) maintain the listing of the Common Stock on one of the Nasdaq Global Market, NasdaqCapital Market or Nasdaq Global Select Market (or their successors).     The Company represents and warrants that it has filed all required reports under section 13 or15(d) of the Exchange Act, as applicable, during the 12 months preceding the date of this Note,other than Form 8-K reports.     **Section 3.9 Time; Costs, Fees and Expenses**. Time is of the essence with respect to this Noteand the obligations hereunder. The Company shall reimburse and pay the Holder, upon demand, forany stamp or documentary taxes, transfer taxes or other taxes, assessments or fees made or chargedagainst the Holder by any governmental agency or authority in connection with this Note (other thanincome taxes).
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     **Section 3.10 Governing Law and Construction**. This Note shall be construed in accordance withand governed by the laws of the State of Georgia, without regard to the principles of conflicts oflaw. This Note shall take effect as an instrument under seal in the State of Georgia. Wheneverpossible, each provision of this Note and any other statement, instrument or transactioncontemplated hereby shall be valid under such applicable law, but, if any provision of this Note orany other statement, instrument or transaction contemplated hereby or relating hereto shall be heldto be prohibited or invalid under such applicable law, such provision shall be ineffective only tothe extent of such prohibition or invalidity, without invalidating the remainder of such provisionor the remaining provisions of this Note or any other statement, instrument or transactioncontemplated hereby or relating hereto. In the event of any conflict with, between or among theprovisions of this Note and the Merger Agreement, the Merger Agreement shall govern.**SECTION 4****Subordination**     **Section 4.1 Subordination**. Subject to the provisions of this Section 4 below, the Holderagrees by accepting this Note that the payment of all principal, interest and other sums(including, without limitation, the payments under Section 3.2(c) hereof) at any time now orhereafter owing from the Company to the Holder under or in connection with this Note (the“Subordinated Debt”), shall be junior and subordinate to the extent and manner set forthherein to the prior indefeasible payment in full of all Senior Debt.     **Section 4.2 Default under Senior Debt**.          (a) As long as any amount is outstanding on this Note, and subject to Section 4.5 below,following the occurrence and during the continuance of a Default (as defined under the CreditAgreement) on the Senior Debt of which the Holder has received written notice from the lendersunder the Senior Debt, the Holder by accepting this Note agrees that it will not (y) take anyaction or initiate any proceedings, judicial or otherwise, to enforce the Holder’s rights orremedies with respect to this Note, or under any portion of this Note, including, withoutlimitation, any action to obtain any judgment or prejudgment remedy against the Company or tootherwise collect any amounts due hereunder or to realize upon any lien, security interest, charge,claim, right or other arrangement now or in the future existing, including any repossession,foreclosure, public sale, private sale, collection, obtaining of a receiver or retention of all orany part of amounts paid pursuant to this Note, or (z) receive any payment of principal, interestor other sums payable on this Note. The foregoing provisions shall not be deemed to restrict orprohibit the Holder from accelerating this Note upon any Event of Default under this Note, norshall it restrict the Holder, in the event of any proceeding described in Section 2.1(a) of thisNote, from (1) filing a proof of claim, voting and otherwise acting with respect to this Note(including by exercising the right to vote to accept or reject any plan of partial or completeliquidation, reorganization, arrangement, composition, or extension), (2) serving on a creditors’committee or (3) filing any motions or pleadings or taking such other actions as may be necessaryor desirable with respect to any claim in a proceeding, provided that the Holder shall not votewith respect to any such plan or take any other action in any way so as to contest (A) the validityof any Senior Debt or any collateral therefor or guaranties thereof, (B) the enforceability
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of the rights and duties of any holders of any Senior Debt established in any instruments oragreements creating or evidencing any of the Senior Debt with respect to any of such collateral orguaranties or (C) the priority of the liens, security interests and rights of the holders of theSenior Debt pursuant to this Note.          (b) In addition, notwithstanding anything to the contrary contained in this Section 4 orelsewhere in this Note, the Holder shall be entitled to receive and retain (x) securities of theCompany as reorganized or readjusted, or securities of the Company or any other entity provided forby a plan of reorganization or readjustment, the payment of which is subordinated, at least to theextent provided in this Note, to the payment of the Senior Debt, and (y) any payment ordistribution authorized by an order or decree giving effect, and stating in such order or decreethat effect is given, to the subordination of this Note to the Senior Debt, and made by a court ofcompetent jurisdiction in a reorganization proceeding under any applicable bankruptcy law.          (c) Notwithstanding anything herein to the contrary, and in addition to the foregoinglimitations, in no event prior to the payment in full of all Senior Debt (and termination of allcommitments to lend additional Senior Debt) shall the Holder amend the provisions hereof toincrease the interest payable hereunder, increase the principal amount hereof, provide for anamortization or other payments other than those set forth herein on the date hereof, or change theMaturity Date, in each case, without the express written consent of the “Majority Lenders” asdefined in the Credit Agreement. Any payment received by Holder in violation of the terms hereofshall be paid over by Holder to the lenders under the Senior Debt for application to the SeniorDebt, but such application shall not entitle Holder to any rights of subrogation until all of theSenior Debt has been paid in full and all obligations of lenders under the Credit Agreement to makeloans or other extensions of credit have terminated.     **Section 4.3 Dissolution, Liquidation or Reorganization of the Company**. In the event of anyinsolvency, bankruptcy or receivership case or proceeding, or any dissolution, winding up,liquidation, reorganization or other similar proceeding, relative to the Company, its property orits operations (whether voluntary or involuntary and whether in bankruptcy, insolvency orreceivership proceedings or otherwise) or upon an assignment for the benefit of creditors, or anyother marshalling of the assets of the Company, then all Senior Debt shall first be paid in full incash or cash equivalents, before the Holder shall be entitled to receive or retain any payment ordistribution of assets with respect to this Note.     **Section 4.4 Deferral of Payments**. If the payment of any amount otherwise required pursuant tothis Note prior to the stated maturity of the Note would result in the Company being in defaultunder any Senior Debt, the Company shall defer payment of the amounts which would have such result.Amounts, the payment of which are so deferred, together with interest thereon from the datepayment would have been due but for the operation of this Section until paid, will be due andpayable immediately when such amounts may be paid by the Company without causing such result or atthe stated maturity of this Note, whichever occurs first.     **Section 4.5 Holder Rights**. Notwithstanding the foregoing provisions of this Section 4, solong as (a) (i) (A) a default is continuing with respect to the covenants set forth inSections 1.5(a), 1.5(c) and 1.5(d) or (B) any Event of Default specified in Sections  2.1(c) or
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2.1(h) is continuing, and (ii) the Senior Lenders have either (A) consented to the actiongiving rise to such default or Event of Default or (B) waived any similar or corresponding defaultunder the Credit Agreement, then the Holder shall be entitled to receive payments and take actionsto collect on this Note, or (b) (i) an Event of Default specified in Section 2.1(b) is continuingand (ii) no notice of default under the Senior Debt has been received by the Holder pursuant toSection 4.2 above prior to such Event of Default, then the Holder shall be entitled to receivepayments and take actions to collect on this Note.     **Section 4.6 Third Party Beneficiaries**. By issuing this Note, the Company acknowledges andagrees, and by accepting this Note, Holder acknowledges and agrees that the holders of the SeniorDebt are intended to be third party beneficiaries of the provisions of this Section 4 and areentitled to rely on these provisions and to enforce these provisions as if they were a direct partyto this Note. In addition, and in furtherance of the foregoing, the Holder, by acceptance of thisNote, agrees that the provisions of this Section 4 may not be amended or modified without thewritten consent of the Majority Lenders (as defined in the Credit Agreement).     **Section 4.7 Other Rights**. The provisions of this Section 4 are solely for the purpose ofdefining the relative rights of the holders of Senior Debt, on the one hand, and the Holder on theother, against the Company and its assets, and nothing herein is intended to or shall impair, asbetween the Company and the Holder, the obligations of the Company, which are absolute andunconditional, to pay to the Holder the principal and interest on this Note as and when they becomedue and payable in accordance with their terms, or is intended to or will affect the relativerights of the Holder and creditors of the Company other than the holders of Senior Debt, nor willanything herein or therein prevent the Holder from exercising all remedies otherwise permitted byapplicable law upon default under this Note, subject to the rights, if any, of the holders ofSenior Debt under this Section 4.*[Signature page follows.]*
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     IN WITNESS WHEREOF, the Company has executed this Note as of the date first above written.         Goldleaf Financial Solutions, Inc.           By:      Name:      Its:           
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**SCHEDULE A**