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     1. **Definitions**. As used herein, unless the context otherwise requires, the following capitalized terms shallhave the meanings set forth below:     “**Common Stock**” means the common stock, no par value, of Goldleaf and any securities issued inrespect thereof, or in substitution therefor, in connection with any stock split, dividend,distribution or combination, or any reclassification, recapitalization, merger, consolidation,exchange or other similar reorganization.     “**Exchange Act**” means the Securities Exchange Act of 1934, as amended, and the rules andregulations promulgated thereunder.     “**Material Event**” means any event as a result of which any prospectus included in aregistration statement, as then in effect, includes an untrue statement of a material fact or omitsto state any material fact required to be stated therein or necessary to make the statementstherein, in the light of the circumstances under which they were made, not misleading.     “**Other Holders**” means any Persons other than the Shareholders, including the InitialRegistered Holders, the Captiva Holders and other Persons, who, by virtue of agreements enteredinto with the Company following the date of this Registration Rights Agreement (this “**Agreement**”)in compliance with **Section 13**below, are entitled to include their securities in certainregistrations hereunder.     “**Other Securities**” means the Initial Registrable Shares and the Captiva Registrable Shares andthe securities of Other Holders which, by virtue of agreements entered into between Other Holdersand the Company following the date of this Agreement in compliance with **Section 13**below, areentitled to be included in certain registrations hereunder.     “**Person**” means an individual, corporation, partnership, joint venture, limited liabilitycompany, association, trust, unincorporated organization or other entity.     “**Registrable Securities**” means (i) the Shares; and (ii) any other securities issued orissuable in respect of or in exchange for any of the Shares by way of a stock dividend or otherdistribution on the Shares, any stock split or in connection with a combination of shares,recapitalization, reclassification, merger, consolidation, reclassification or exchange.     “**Registration Expe**nses” means all expenses incident to Goldleaf’s performance of or compliancewith this Agreement, including, without limitation, all SEC filing fees and National Association ofSecurities Dealers, Inc. or stock exchange listing fees, all fees and expenses of complying withstate securities or blue sky laws, all printing expenses, the fees and disbursements of counsel forGoldleaf and of its independent public accountants, including the expenses of any special audits or“cold comfort” letters required by or incident to such performance and compliance; provided,however, that Registration Expenses do not include (i) the fees and costs of counsel and advisorsto the selling Shareholders, (ii) underwriting discounts and commissions, and (iii) transfer taxes,if any, relating to sale of shares by the Shareholders.
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     “**SEC**” means the U.S. Securities and Exchange Commission or any other successor federal agencythat has the primary responsibility for administering the Securities Act or the Exchange Act andother federal securities laws.     “**Shareholders**” means the persons whose names appear in the signature pages hereto under thecaption “Shareholders,” as well as any future holder of Registrable Securities that have not beenregistered under the Securities Act.     2. **“Piggyback” Registration Under the Securities Act**          2.1 “**Piggyback Rights**”.          (a) Right to Include Registrable Securities. If Goldleaf, at any time after the datehereof while Registrable Securities are outstanding, proposes to register the sale or resale of anyshares of its Common Stock under the Securities Act (other than by a registration on Form S-4, aregistration of the issuance of stock options and the exercise thereof on Form S-8 or any suchregistration on successor forms), then it shall give prior written notice of its intention to filea registration statement with respect to such sale or resale to all holders of RegistrableSecurities at the applicable address of record to each such holder, and the notice shall informsuch holders of their rights under this **Section 2.1**. Upon the written request of any such holder,made within fifteen (15) days after receipt of any such notice by Goldleaf, to register the resaleof any of such holder’s Registrable Securities (which request shall specify the RegistrableSecurities intended to be disposed of by such holder), Goldleaf will, subject to the limitscontained in this Agreement, cause such Registrable Securities to be included among the securitiesto be covered by the registration statement proposed to be filed by Goldleaf, all to the extentrequisite to permit the sale or other disposition of such Registrable Securities by the holder.Anything herein to the contrary notwithstanding, if at any time after giving written notice of itsintention to register the sale or resale of any securities and prior to the effective date of theregistration statement filed in connection with such registration, Goldleaf shall in good faithdetermine for any reason not to proceed with the proposed registration of the sale or resale of anyof its securities or to delay in its entirety its proposed registration, then Goldleaf may, at itselection, give written notice of such determination to each holder of Registrable Securities and,thereupon, (i) in the case of a determination to abandon the proposed registration in its entirety,shall be relieved of its obligation under this **Section 2.1**to register any Registrable Securitiesin connection with such registration (but not from its obligation to pay the Registration Expensesin connection therewith), and (ii) in the case of a determination to delay registration, shall alsobe permitted to delay the registration of any Registrable Securities, for the same period as thedelay in registering such other securities. Any holder of Registrable Securities may withdraw itsrequest for inclusion, in whole or in part, at any time at least forty-eight (48) hours prior tothe effective time of the registration statement for such offering. Goldleaf will pay allRegistration Expenses in connection with each registration of Registrable Securities requestedpursuant to this **Section 2.1**; provided that such fees or expenses that are properly attributable tothe Shareholders for which Goldleaf is not be liable pursuant to this Agreement shall be borne byall holders pro rata on the basis of the amount of securities so registered; provided, however,that if any such cost orexpense is properly attributable solely to one selling Shareholder and does not constitute a
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normal cost or expense of such a registration, such cost or expense shall be allocated to thatselling Shareholder.          (b) Priority in Cutback Registrations. If registration rights arise pursuant to this**Section 2.1**in connection with a firmly underwritten public offering and the managing underwriteradvises Goldleaf in writing (a copy of which Goldleaf agrees to promptly provide to theShareholders) that, in its opinion, the number of securities requested to be included in suchregistration exceeds the number which can be sold in such offering without a reduction in theanticipated number of, or in the selling price anticipated to be received for, the securities to besold in such public offering, then Goldleaf will include therein: (i) if the underwrittenregistration is being initiated by the Initial Holder under the Lightyear Agreement or pursuant tothe contractual right of any Other Holder (each, “Demand Rights”) to demand registration (any suchholder being a “Demanding Holder”), (x) first, the full amount of securities of the DemandingHolder that such Demanding Holder has demanded be registered for resale pursuant to such DemandingHolder’s Demand Rights and, that, in the opinion of the managing underwriter, can be sold withoutadversely affecting the success of the offering, and (y) second, the aggregate amount of securitiesrequired to be included therein for the account of Goldleaf pursuant to Goldleaf’s obligations tothe Initial Holder pursuant to Section 4.2 of the Lightyear Agreement (the “Top Up Amount”), and(z) (with the securities set forth in subsections (A), (B) and (C) immediately below beingconsidered together) of (A) securities to be included therein for the account of Goldleaf at theoption of Goldleaf; (B) any Other Securities that the holders thereof propose to include in suchregistration; plus (C) the Registrable Securities that the holders thereof propose to include insuch registration, that, in the opinion of the managing underwriter, can be sold without adverselyaffecting the offering (provided, however, that in the event there is anunderwriter cutback in the number of shares to be included in such a registration, the securitiesto be included for the account of Goldleaf, pursuant to **Section 2.1(i)(z)(A)**above, shall first becutback to the amount equal to the greater of (x) the positive result, if any, of the differencebetween the amount proposed to be registered in **Section 2.1(i)(z)(B)**minus the Top Up Amount (witha negative result being equal to zero) or (y) the amount proposed to be registered in **Section2.1(i)(z)(C)**, minus the Top Up Amount (with a negative result being equal to zero) and then therights of the holders referenced in **Sections 2.1(b)(i)(z)(A)**, **2.1(b)(i)(z)(B),**and **2.1(b)(i)(z)(C)**shall all be *pari passu*with one another); and (ii) if the underwritten offering is being conductedas a primary offering by Goldleaf of shares of Common Stock to the public for cash for its ownaccount, then (x) first, the full amount of Common Stock that Goldleaf proposes to sell for its ownaccount and that, in the opinion of the managing underwriter, can be sold without affecting thesuccess of the offering, and (y) second, the aggregate amount (with the securities set forth insubsections (A) and (B) immediately below being considered together) of (A) the Other Securitiesthat the holders thereof propose to include in such registration, plus (B) the RegistrableSecurities which the holders thereof propose to include in such registration, that, in the opinionof the managing underwriter, can be sold without adversely affecting the offering, or (iii) if theunderwritten registration is being conducted other than pursuant to the exercise of Demand Rightsby a Demanding Holder and was not initiated by Goldleaf with the purpose of selling Common Stockfor its own account (x) the full amount of Registrable Securities and Other Securities that, inthe opinion of the managing underwriter, can be sold without affecting thesuccess of the offering, and (y) second, securities that were to be included in suchregistration by
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the selling holder, that, in the opinion of the managing underwriter, can be soldwithout adversely affecting the success of the offering. If two or more groups have registrationrights that are *pari passu*(it being understood and agreed that the rights of the holdersreferenced in **Section 2.1(b)(ii)(y)(A)**and **2.1(b)(ii)(y)(B)**are *pari passu*with one another, andthat the rights of the holders referenced in **Section 2.1(b)(iii)(x)**are *pari passu*with oneanother), then to the extent that the number of securities to be included in any such firmlyunderwritten public offering must, in the written opinion of the managing underwriter (delivered toGoldleaf and the Shareholders as contemplated above) be reduced as aforesaid, the aggregate numberof shares that, in the opinion of the managing underwriter, can be sold in such offering will beallocated pro rata between such groups in proportion to the number of securities requested to beregistered in such offering by each such group. Unless a group has agreed to a different internalallocation method for the group, to the extent that the number of securities held by any particulargroup to be included in any such offering must, in the opinion of the managing underwriter, be soreduced, the aggregate number of shares held by such group that, in the opinion of the managingunderwriter, can be sold in such offering, will be allocated pro rata among the members of suchgroup in proportion to the number of securities requested to be registered in such offering by eachmember of such group (or, in the case of such a group other than the Shareholders, in accordancewith the priorities then existing among Goldleaf and such holders or, if none, as Goldleaf mayotherwise determine). It is understood and agreed that no cutback shall be applicable to anyoffering that is not a firmly underwritten public offering.          (c) Delay of Registration. No holder of Registrable Securities shall have any rightto take any action to restrain, enjoin or otherwise delay any registration as the result of anycontroversy that might arise with respect to the interpretation or implementation of thisAgreement.          2.2 **Registration Procedures**. If and whenever Goldleaf is required to use itsreasonable best efforts to effect the registration of any Registrable Securities under theSecurities Act as provided in **Section 2.1**, Goldleaf will promptly:          (a) prepare and file with the SEC the appropriate registration statement to effect suchregistration and use its reasonable best efforts to cause such registration statement to become andremain effective for the period of the disposition contemplated thereby; provided, however, thatGoldleaf may discontinue any registration of its securities which are not Registrable Securities(and, under the circumstances specified in **Section 2.1(a)**, its securities which are RegistrableSecurities) at any time prior to the effective date of the registration statement relating thereto;          (b) prepare and file with the SEC such amendments and supplements to such registrationstatement and the prospectus used in connection therewith as may be necessary to comply with theprovisions of the Securities Act with respect to the disposition of all Registrable Securitiescovered by such registration statement, including such amendments and supplements as may benecessary to reflect the intended method of disposition;          (c) use its reasonable best efforts to cause such registration statement to be declaredeffective by the SEC under the Securities Act as soon as practicable to permit the
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disposition ofthe Registrable Securities by the holders on The Nasdaq Global Market or such other exchange ormarket upon which Goldleaf’s shares are traded and make any necessary filings or registrations withthe various states of the United States in order to permit the disposition of the RegistrableSecurities therein;          (d) make available for inspection by any Shareholder covered by any registration statementfiled pursuant to this Agreement all financial and other records, pertinent corporate documents andproperties of Goldleaf (collectively, the “**Records**”) as shall be reasonably necessary to enablethem to exercise their due diligence responsibility, and cause Goldleaf’s officers, directors andemployees to supply all information reasonably requested by any Shareholder in connection with suchregistration statement. Records which Goldleaf determines in good faith to be confidential andwhich it notifies the Shareholders are confidential shall not be disclosed by the Shareholdersunless (i) the disclosure of such Records is necessary to avoid or correct a misstatement oromission in the registration statement, (ii) the release of such Records is ordered pursuant to asubpoena or other order from a court of competent jurisdiction or (iii) the information in suchRecords has been made generally available to the public. Each Shareholder agrees by acquisition ofits Registrable Securities that it will, upon learning that disclosure of such Records is sought ina court of competent jurisdiction, give written notice to Goldleaf and allow Goldleaf, atGoldleaf’s expense, to undertake appropriate action to prevent disclosure of the Records deemedconfidential;          (e) provide a legal opinion of Goldleaf’s outside counsel, dated the effective date of anyregistration statement filed pursuant to this Agreement (and, if such registration includes anunderwritten public offering, dated the date of the closing under the underwriting agreement), withrespect to the registration statement, each amendment and supplement thereto, the prospectusincluded therein (including the preliminary prospectus) and such other documents relating theretoin customary form and covering such matters of the type customarily covered by legal opinions ofsuch nature (in a form reasonably acceptable to the holders of a majority of the RegistrableSecurities included in the registration);          (f) make every reasonable effort to prevent the issuance of any stop order suspending theeffectiveness of any registration statement filed pursuant to this Agreement or of any orderpreventing or suspending the use of any preliminary prospectus and, if any such order is issued, toobtain the withdrawal of any such order at the earliest possible moment;          (g) if requested by any holder of Registrable Securities covered by any registration statementfiled pursuant to this Agreement, promptly incorporate in a prospectus supplement or post-effectiveamendment such information as such holder reasonably requests to be included therein, including,without limitation, with respect to the number of Registrable Securities being sold by such holder,the purchase price being paid therefor and with respect to any other terms of any underwrittenoffering of the Registrable Securities to be sold in such offering; and make all required filingsof such prospectus supplement or post-effective amendment as soon as practicable after beingnotified of the matters incorporated in such prospectus supplement or post-effective amendment;
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          (h) provide and cause to be maintained a transfer agent and registrar for all RegistrableSecurities covered by such registration statement from and after the effective date of suchregistration statement; and          (i) if Goldleaf shall maintain the listing of any shares of Common Stock on The Nasdaq GlobalMarket or any other securities exchange or national market system, use its reasonable best effortsto list all Registrable Securities covered by such registration statement on any securitiesexchange or national market system on which any of the Registrable Securities are then listed.     3. **Restrictive Legend**. Each certificate representing Registrable Securities issued, and,except as otherwise provided in **Section 4**, each certificate issued upon exchange or transfer of anyRegistrable Securities, shall be stamped or otherwise imprinted with a legend substantially in thefollowing form:“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “FEDERAL ACT”), OR ANY STATE SECURITIES LAW,AND HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT ANDHAVE BEEN ISSUED OR SOLD IN RELIANCE ON STATUTORY EXEMPTIONS CONTAINED IN THEFEDERAL ACT OR AVAILABLE UNDER APPLICABLE STATE SECURITIES LAWS. THE SHARES MAY NOTBE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT IN A TRANSACTION WHICH ISEXEMPT UNDER THE FEDERAL ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS ORPURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS; IN THE CASE OFRELIANCE UPON AN EXEMPTION, GOLDLEAF MUST HAVE RECEIVED AN OPINION OF COUNSELSATISFACTORY TO IT THAT SUCH TRANSACTION IS EXEMPT AND DOES NOT REQUIRE SUCHREGISTRATION OF THE SHARES.”     4. **Notice of Proposed Transfer**          (a) Prior to any proposed transfer or other disposition of any Registrable Security (otherthan under circumstances described in **Section 2**), the holder thereof shall give written notice toGoldleaf of its intention to do so. Each such notice shall describe the manner of the proposedtransfer or disposition and, if requested by Goldleaf and except as provided below, shall beaccompanied by an opinion of counsel reasonably satisfactory to Goldleaf to the effect that theproposed transaction may be effected without registration under the Securities Act and applicablestate securities laws, whereupon the holder shall be entitled to transfer or otherwise dispose ofsuch Registrable Security in accordance with the terms of its notice. Each certificate forRegistrable Securities transferred as provided above shall bear the legend set forth in **Section 3**,except that such certificate shall not bear such a legend (and the restrictions on transfer setforth in this Agreement shall not apply) if (a) such transfer is in accordance with theprovisions of Rule 144 under the Securities Act (or any other rule under the Securities Act
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permitting public sale without registration thereunder) or (b) the opinion of counsel referred toabove is to the further effect that the transferee and any subsequent transferee (other than anaffiliate of Goldleaf) would be entitled to transfer such securities in a public sale withoutregistration under the Securities Act or any applicable state securities law. Notwithstandinganything in this Agreement to the contrary, Goldleaf will not require opinions of counsel fortransactions made pursuant to Rule 144 unless, after consultation with the holder that intends toengage in such transaction, Goldleaf has a reasonable basis for believing that such disposition maynot be made pursuant to Rule 144.          (b) The foregoing restrictions on transfer and disposition of Registrable Securities shallterminate as to any particular shares of Registrable Securities when such shares shall have beeneffectively registered under the Securities Act and sold or otherwise disposed by the sellerthereof in accordance with the method of disposition set forth in the registration statementcovering such shares. Whenever a holder of Registrable Securities demonstrates to Goldleaf (andits counsel) that the provisions of Rule 144 of the Securities Act are available to such holderwithout condition (e.g., volume limitations, current public information requirements, manner ofsale restrictions and Form 144 filing obligations) with respect to some or all of its RegistrableSecurities, such holder shall be entitled to receive from Goldleaf, without expense, a newcertificate representing such shares of Registrable Securities not bearing the legend set forth in**Section 3.**     5. **Indemnification**          5.1 **Indemnification by Goldleaf**. In the event of any registration of any RegistrableSecurities under the Securities Act, Goldleaf will indemnify and hold harmless each seller ofRegistrable Securities covered by such registration statement, each of their respective officers,directors and partners and each other Person, if any, who controls such seller, within the meaningof Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities,joint or several, to which such seller, director, officer, partner or controlling person may becomesubject under the Securities Act or otherwise, insofar as such losses, claims, damages orliabilities (or actions in respect thereof) arise out of or are based upon any untrue statement oralleged untrue statement of any material fact contained in any registration statement under whichsuch Registered Securities were registered under the Securities Act, any preliminary prospectus,final prospectus or summary prospectus contained therein, or any amendment or supplement thereto,or any omission or alleged omission to state therein a material fact required to be stated thereinor necessary to make the statements therein not misleading, or arise out of or are based upon anyviolation by Goldleaf of any rule or regulation or any action or inaction required by Goldleaf inconnection with such registration. Goldleaf will reimburse each such seller, director, officer,partner and controlling person for any legal or any other expenses reasonably incurred by them inconnection with investigating or defending any such loss, claim, damage, liability or action;provided, however, that Goldleaf shall not be liable in any such case if and to the extent that anysuch loss, claim, damage or liability (or action in respect thereof) arises out of or is based uponan untrue statement or alleged untrue statement or omission or alleged omission made or omitted insuchregistration statement, any such preliminary prospectus, final prospectus, summary prospectus,amendment or supplement in reliance upon and in conformity with written information furnished toGoldleaf by or on behalf of the
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Shareholders, specifically for use in such registration statement,prospectus, amendment or supplement. Such indemnity shall remain in full force and effectregardless of any investigation made by or on behalf of such Shareholder and shall survive thetransfer of such securities by such seller.          5.2 **Indemnification by the Sellers**. Each holder of Registrable Securities that areregistered by Goldleaf pursuant to Article 2 will, jointly and severally, indemnify and holdharmless Goldleaf, each director of Goldleaf, each officer of Goldleaf and each other Person, ifany, who controls Goldleaf within the meaning of the Securities Act, from and against any losses,claims, damages or liabilities, joint or several, to which Goldleaf, or any such director, officeror controlling Person may become subject under the Securities Act or otherwise, insofar as suchlosses, claims, damages or liabilities (or actions in respect thereof) arise out of or are basedupon any untrue statement or alleged untrue statement of a material fact contained in anyregistration statement under which such Registered Securities were registered under the SecuritiesAct, any preliminary prospectus, final prospectus or summary prospectus contained therein, or anyamendment or supplement thereto, or omission or alleged omission to state therein a material factrequired to be stated therein or necessary to make the statements therein not misleading, if suchstatement or alleged statement or omission or alleged omission was made in reliance upon and inconformity with information furnished in writing to Goldleaf by such seller of RegistrableSecurities in connection with such registration statement, prospectus, amendment or supplementspecifically for use therein. Such indemnity shall remain in full force and effect, regardless ofany investigation made by or on behalf of Goldleaf or any such director, officer or controllingPerson and shall survive the transfer of such securities by such holder. In no event shall anyindemnity by a holder of Registrable Securities exceed the aggregate price to the public (minusunderwriter commissions and discounts) of the Registrable Securities of such holder included insuch registration.          5.3 **Notices of Claims, etc**. Promptly after receipt by an indemnified party of noticeof the commencement of any action or proceeding involving a claim referred to in this **Article 5**,such indemnified party will, if a claim in respect thereof is to be made against an indemnifyingparty, promptly give written notice to the latter of the commencement of such action, provided thatthe failure of any indemnified party to give notice as provided herein shall not relieve theindemnifying party of its obligations under this **Article 5**, except and to the extent that theindemnifying party is prejudiced by such failure to give notice. In case any such action isbrought against an indemnified party, the indemnifying party shall be entitled to participate inand to assume the defense thereof, jointly with any other indemnifying party similarly notified tothe extent that it may wish, with counsel reasonably satisfactory to such indemnified party, andafter notice from the indemnifying party to such indemnified party of its election to assume thedefense thereof, the indemnifying party shall not be liable to such indemnified party for any legalor other expenses subsequently incurred by the latter in connection with the defense thereof otherthanreasonable out-of-pocket costs of investigation and of liaison with counsel so selected,provided, however, that, if the defendants in any such action include both the indemnified partyand the indemnifying party and the counsel for the indemnified party reasonably concludes thatthere may be a conflict of interest between the indemnifying party and the indemnified party in theconduct of the defense of such action and has advised the indemnified party in writing, that such aconflict of interest exists, the indemnified party shall have the right to select separate
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counseland to assume such legal defenses and otherwise to participate in the defense of such action, withthe expenses and fees of such separate counsel and other expenses related to such participation tobe reimbursed by the indemnifying party as incurred. No indemnifying party will settle any actionor proceeding or consent to the entry of any judgment without the prior written consent of theindemnified party. No indemnifying party shall be liable for any settlement entered into withoutits prior written consent.          5.4 **Contribution**. In order to provide for just and equitable contribution to jointliability under the Securities Act in any case in which either (i) any holder of RegistrableSecurities exercising rights under this Agreement, or any controlling person of any such holder,makes a claim for indemnification pursuant to this **Article 5**but it is judicially determined (bythe entry of a final judgment or decree by a court of competent jurisdiction and the expiration oftime to appeal or the denial of the last right of appeal) that such indemnification may not beenforced in such case notwithstanding the fact that this **Article 5**provides for indemnification insuch case, or (ii) contribution under the Securities Act may be required on the part of any suchselling holder or any such controlling person in circumstances for which indemnification isprovided under this **Article 5**; then, and in each such case, Goldleaf and such holder willcontribute to the aggregate losses, claims, damages or liabilities to which they may be subject(after contribution from others) (A) in such proportion so that such holder is responsible for theportion represented by the percentage that the public offering price of its Registrable Securitiesoffered by the registration statement bears to the public offering price of all securities offeredby such registration statement, and Goldleaf is responsible for the remaining portion or (B) if theallocation provided by clause (A) above is not permitted by applicable law, in such proportion asis appropriate to reflect not only the relative proceeds but also the relative fault of each of thecontributing parties, on the one hand, and the party receiving contribution on the other hand inconnection with statements or omissions that resulted in such losses, claims, damages, expenses orliabilities, as well as any other relevant equitable considerations; provided, however, that, inany such case, (X) no such holder will be required to contribute any amount in excess of the publicoffering price of all such Registrable Securities offered by it pursuant to such registrationstatement; and (Y) no person or entity guilty of fraudulent misrepresentation (within the meaningof Section 11(f) of the Securities Act) will be entitled to contribution from any person or entitywho was not guilty of such fraudulent misrepresentation. Relative fault shall be determined byreference to, among things, whether the untrue or alleged untrue statement of a material fact orthe omission or alleged omission to state a material fact relates to information supplied byGoldleaf, or by the holder, and the relative intent, knowledge, access to information andopportunity to correct or prevent such untrue statement or omission. The amount paid or payable byan indemnified party as a result of the losses, claims, damages, expenses or liabilities (oractions in respect thereof) referred to above in this **Section 5.4**shall be deemed to include anylegal or other expenses reasonably incurred by a party entitled to contribution in connectionwith investigating or defending such action or claim. Any party entitled to contribution willpromptly, after receipt of notice of commencement of any action or proceeding against such party inrespect of which a claim for contribution may be made against another party or parties under this**Section 5.4**, notify such party or parties from whom contribution may be sought, but the omission soto notify such party or parties shall not relieve the party or parties from whom contribution maybe sought from any obligation it or they may have hereunder or otherwise than
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under this**Section 5.4**, to the extent that such party or parties were not adversely affected by such omission.The contribution agreement set forth above shall be in addition to any liabilities which any partymay have at common law or otherwise. The contribution provided for in this **Section 5.4**shallsurvive the termination of this Agreement and shall remain in full force and effect regardless ofany investigation made by or on behalf of any indemnified party. Notwithstanding the above, priorto the time of any final judicial determination that such indemnification may not be enforcedpursuant to the first sentence of this paragraph, Goldleaf will be required to indemnify promptlyeach holder of Registrable Securities for any losses, liabilities, expenses and costs such holderincurs in accordance with the terms of this Agreement.     6. **Holdback Agreement**. Subject to **Section 8**below, unless the underwriters in a givenpublic offering (or, in the case of a non-underwritten public offering, Goldleaf) otherwise agree,and to the extent not inconsistent with applicable law, each Shareholder, by acquisition of itsShares, agrees not to effect any public sale or distribution (including a sale under Rule 144 orRegulation S (or any similar provisions then in effect)) of such securities, or any securitiesconvertible into or exchangeable or exercisable for such securities during the 180-day period afterthe effective date of any registration statement filed following the date of this Agreement underthe Securities Act by Goldleaf in connection with a firmly underwritten public offering ofGoldleaf’s Common Stock for cash, except pursuant to such registration statement, whether or notsuch holder participates in such registration; provided, however, that: (i) such restrictions shallnot apply unless all officers and directors of Goldleaf are identically contractually restricted;and (ii) such restrictions shall not apply unless the Initial Holder and Captiva and any OtherHolder are identically contractually restricted; and (iii) the restriction shall only last for aperiod, if any, that is equal to the lesser of (x) the least burdensome of the restrictive periodagreed to by any officer or director of Goldleaf or by the Initial Holder, Captiva or any OtherHolder, or (y) 180 days; it being understood and agreed that if any waiver, consent or other earlytermination of such holdback period is allowed for any officer or director of Goldleaf, or for theInitial Holder or Captiva, or for any Other Holder, then Goldleaf shall provide prompt writtennotice of such fact to the Shareholders and shall cause such waiver, consent or early terminationto apply equally to the Shareholders.     7. **Cessation of Sales**. Each Shareholder agrees that, upon receipt of any notice fromGoldleaf of the happening of a Material Event, such Shareholder will forthwith discontinuedisposition of Registrable Securities pursuant to the then current prospectus until (i) suchShareholder is advised in writing by Goldleaf that a new registration statement covering the offerof Registrable Securities hasbecome effective under the Securities Act, (ii) such Shareholder receives copies of any requiredsupplemented or amended prospectus, or (iii) such Shareholder is advised in writing by Goldleafthat the use of the prospectus may be resumed; provided, however, that Goldleaf shall use itsreasonable best efforts to cure any such misstatement, omission or event that is applicable to theregistration statement as soon as reasonably practicable after delivery of such notice of thehappening of a Material Event. Such periods of discontinued use of the registration statementshall not exceed 90 days in any 365-day period. If so directed by Goldleaf, on the happening of aMaterial Event, each Shareholder will deliver to Goldleaf (at Goldleaf’s expense) all copies, otherthan permanent file copies then in such Shareholder’s possession, of the prospectus covering suchRegistrable Securities current at the time of receipt of such notice.
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     8. **Termination; Rule 144 Sales**. This Agreement shall terminate in all respects as to aShareholder (except that if there has theretofore been a registration of Registrable Securitiesunder this Agreement, then **Section 5**of this Agreement shall survive and in all cases theprovisions of **Section 4**regarding the removal of the legend from the certificates representing theRegistrable Securities shall survive) and such Shareholder’s Shares shall no longer be consideredRegistrable Securities hereunder on the date on which such Shareholder may (or would, upon issuanceof such Registrable Securities, be able to) resell immediately all of such Shareholder’sRegistrable Securities pursuant to Rule 144 without condition (e.g., volume limitations, currentpublic information requirements, manner of sale restrictions and Form 144 filing obligations).     9. **Obligations of Sellers**. In connection with each registration hereunder, and as acondition to Goldleaf’s obligations hereunder to any selling Shareholder, each seller ofRegistrable Securities will furnish to Goldleaf in writing such information with respect to suchseller and its proposed disposition as shall be reasonably necessary in order to insure compliancewith the Securities Act and with all other federal and applicable state securities laws. Withoutlimiting the generality of the foregoing, in connection with each registration covering anunderwritten public offering, each seller of Registrable Securities agrees to enter into theunderwriting agreement between Goldleaf and such underwriters and to complete and execute allquestionnaires, powers of attorney, and other documents or instruments reasonably requested underthe terms of the underwriting agreement.     10. **Existing Registration Rights**. Except for the registration rights and existing as ofthe date hereof under the Captiva Agreement and the Lighyear Agreement, Goldleaf represents andwarrants that there are no outstanding registration rights with respect to its securities. True,correct and complete copies of the Captiva Agreement and the Lightyear Agreement are filed as AnnexB to Goldleaf’s Schedule 14A filed with the SEC on November 17, 2005 and Exhibit 10.2 to Goldleaf’sForm 8-K filed with the SEC on October 12, 2006, respectively, and neither such agreement has beenamended or modified and no term or condition set forth therein has been waived.     11. **Reports**. With a view to making available to Shareholders the benefits of certain rulesand regulations of the SEC that may permit the sale of securities to the public withoutregistration, and certain other benefits, Goldleaf agrees that, until the sooner to occur of(i) the first anniversary of the date hereof (unless a Shareholder is an Affiliate, in which eventthe obligations to such Shareholder under this **Section 11**shall continue until (x) ninety (90) daysfollowing the date upon which such Shareholder ceased being an Affiliate or (y) such rights areterminated under the following clause (ii)) or (ii) with respect to any Shareholder, the date thatsuch Shareholder no longer holds any Registrable Securities, it will:          (a) at all times make and keep current public information available, as those terms areunderstood and defined in SEC Rule 144 or any similar or analogous rule promulgated under theSecurities 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
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(including all filings andother submissions of the kind contemplated or described in clause (a) above);          (c) promptly furnish to any Shareholder upon request a written statement by Goldleaf that itis in compliance with the reporting requirements of **Sections 11(a)**and **11(b)**above; 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).     Goldleaf 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 thisAgreement, other than Form 8-K reports.     The term “**Affiliate**” shall have an identical definition as is applied to such term from timeto time under SEC Rule 144.     12. **Amendments and Waivers**. This Agreement may be amended and Goldleaf may take any actionherein prohibited or omit to perform any act required herein to be performed by it, if Goldleaf hasobtained the written consent of the holders of greater than fifty percent (50%) of the RegistrableSecurities (by number of shares) outstanding at the time. Each holder of any RegistrableSecurities at the time or thereafter outstanding shall be bound by any consent authorized by this**Section 11**, whether or not such Registrable Securities shall have been marked to indicate suchconsent.     13. **Limitation on Future Registration Rights**. From and after the date of this Agreement,Goldleaf will not, without the prior written consent of the holders of greater than fifty percent(50%) of the Registrable Securities (by number ofshares), enter into, amend or modify any agrement with any holder or prospective holder ofsecurities of Goldleaf that would: (a) prohibit or otherwise restrict or impair the rights of theShareholders under this Agreement or (b) allow such holder or prospective holder to include suchsecurities on a “demand or “piggyback” basis in any registration in preference to the RegistrableSecurities, provided that such holder or prospective holder may include such securities in any suchregistration only on a pro-rata basis with the Registrable Securities that are included therein(based on the numbers of Registrable Securities and securities of other holders requested to beincluded in such registration). For purposes of subclause (a) above, the granting of registrationrights to another holder(s) or prospective holder(s) of any securities of Goldleaf shall not bedeemed a restriction or impairment of the rights of the Shareholders under this Agreement, providedthat such holder(s) or prospective holder(s) “cutback” rights are on a pari passu basis with theShareholders.     14. **Notices**. Except as otherwise provided in this Agreement, all notices and othercommunications hereunder shall be in writing and delivered personally, sent by pre-paid, firstclass, certified or registered mail, return receipt requested or by an express courier service tothe intended recipient thereof at its address set forth below. Any such notice shall be deemed tohave been duly given immediately upon delivery in person, or five days after mailing (or the second
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day after delivery to an express courier service), and in proving the same it shall be sufficientto show that the envelope containing the notice was duly addressed, stamped and posted or that theenvelope was delivered to an express courier service, as the case may be. The addresses of theparties for the purposes of this Agreement are as follows:   If to Goldleaf: Goldleaf Financial Solutions, Inc.  9020 Overlook Boulevard  Brentwood, TN 37027  Attention: Chief Executive Officer  Facsimile: (615) 565-3261     with a copy to:     M. David Cox  Harwell Howard Hyne Gabbert & Manner, P.C.  315 Deaderick Street, Suite 1800  Nashville, TN 37238  Facsimile: (615) 251-1056   If to holders of the  Registrable Securities: At their respective addresses of