EX-10.1 TERMINATION AND AMENDMENT AGREEMENT






Exhibit 10.1




TERMINATION AND AMENDMENT AGREEMENT




     This TERMINATION AND AMENDMENT AGREEMENT, dated as of June 27, 2008 (this “Agreement”)
is by and among Goldleaf Financial Solutions, Inc. (f/k/a Private Business, Inc.), a Tennessee
corporation (the “Company”), Lightyear PBI Holdings, LLC, a Delaware limited liability
company (“Lightyear”), and The Lightyear Fund, L.P., a Delaware limited partnership (the
“Fund”).



W I T N E S S E T H:




     WHEREAS, in connection with the Company’s 2006 underwritten offering of its common stock, the
Company redeemed certain equity securities and recapitalized certain other equity securities held
by Lightyear, pursuant to a Redemption and Recapitalization Agreement dated April 25, 2006 between
Lightyear and the Company (the “Redemption Agreement”);



     WHEREAS, pursuant to the Redemption Agreement, the Company granted Lightyear the right to
designate one director on the board of directors of the Company;



     WHEREAS, pursuant to a letter agreement between the Company and the Fund, dated October 11,
2006 (the “Management Rights Agreement”), the Company granted the Fund certain management
rights with respect to the Company;



     WHEREAS, Lightyear’s designated representative on the Company’s board of directors resigned as
of December 15, 2007 and Lightyear has not designated a replacement director;



     WHEREAS, the parties desire (i) to eliminate Lightyear’s right to designate a director on the
board of directors of the Company, (ii) to terminate certain management rights of the Fund and
(iii) to amend certain registration rights of Lightyear; and



     WHEREAS, the Company and Lightyear have agreed to enter into a Second Amended and Restated
Securityholders Agreement, dated as of the date hereof (the “Securityholders Agreement”);



     NOW, THEREFORE, it is agreed as follows:



     1. Termination of the Management Rights Agreement. (a) The Company and the Fund hereby agree
that, effective as of the date first above written, the Management Rights Agreement be and hereby
is terminated and shall have no further force or effect; provided, however, that the third
paragraph of the Management Rights Agreement (relating to confidential information received by the
Fund pursuant to the Management Rights Agreement) shall survive until the first anniversary of the
date hereof.



 









 






     (b) The Fund hereby represents and warrants that it does not have actual knowledge of
any defaults or breaches by the Company of any of the Company’s obligations under the
Management Rights Agreement.



     2. Amendment of the Redemption Agreement. Pursuant to Section 6(d) of the Redemption
Agreement, the Company and Lightyear hereby agree that, effective as of the date first above
written, the Redemption Agreement be and hereby is amended as follows:




     (a) Section 2(b) shall be amended by inserting the following sentence after the first
sentence thereof:




“The Securityholders Agreement (and any registration rights granted therein)
may be further amended as agreed upon by the parties thereto.”




     (b) Section 3(b) shall be deleted and shall have no further force or effect.




     (c) Section 4 shall be deleted and shall have no further force or effect.


Except as expressly amended hereby, the Redemption Agreement shall remain in full force and effect.



     3. Representations and Warranties. Capitalized terms used but not otherwise defined in this
Section 3 shall have the meanings ascribed to such terms in the Securityholders Agreement. The
Company hereby represents and warrants to Lightyear that:




     (a) pursuant to Section 4.2(i) of the Securityholders Agreement, it has not granted to
any holders of Capital Stock other than Lightyear any rights to request the Company to
effect the registration under the Securities Act of any such shares of Capital Stock on
terms more favorable to such holders than the terms set forth in Article IV of the
Securityholders Agreement; and




     (b) pursuant to Section 4.10 of the Securityholders Agreement, neither it nor any of
its Subsidiaries are a party to any agreement which conflicts with or limits or prohibits
the exercise of the rights granted to the Holders of Registrable Securities in Article IV of
the Securityholders Agreement.



     4. Governing Law. This Agreement, the rights and obligations of the parties hereto, and any
claims or disputes relating thereto, shall be governed by and construed in accordance with the laws
of the state of New York.



     5. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and the same
instrument, binding upon the parties hereto.



[Remainder of page intentionally left blank]





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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, or have caused this
Agreement to be duly executed on their behalf, as of the date first above written.



	 	 	 	 	 
	 	GOLDLEAF FINANCIAL SOLUTIONS, INC.

 	 
	 	By:  	/s/ G. Lynn Boggs
 	 
	 	 	Name:  	G. Lynn Boggs 	 
	 	 	Title:  	President, Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	LIGHTYEAR PBI HOLDINGS, LLC

 	 
	 	By:  	/s/ Timothy Kacani
 	 
	 	 	Name:  	Timothy Kacani 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	THE LIGHTYEAR FUND, L.P

 	 
	 	By:  	LIGHTYEAR FUND GP, LLC,
 	 
	 	 	its general partner 	 



	 	 	 	 	 
	 	 	 
	 	By:  	                 /s/ Timothy Kacani
 	 
	 	 	Name:  	Timothy Kacani 	 
	 	 	Title:  	Vice President 	 
	 




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