AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT

Exhibit 10.2

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT

among

GOLDLEAF FINANCIAL SOLUTIONS, INC.
f/k/a Private Business, Inc.

and

LIGHTYEAR PBI HOLDINGS, LLC

dated as of October 11, 2006

Table of Contents

-i-

GOLDLEAF FINANCIAL SOLUTIONS, INC.
f/k/a Private Business, Inc.

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT

     THIS AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “ Agreement ”) is entered into as of October 11, 2006, among GOLDLEAF FINANCIAL SOLUTIONS, INC. f/k/a Private Business, Inc., a Tennessee corporation (the “ Company ”) and LIGHTYEAR PBI HOLDINGS, LLC, a Delaware limited liability company (“ Lightyear ”).

RECITALS

     WHEREAS, the Company and Lightyear are parties to that certain Securityholders Agreement dated January 20, 2004 (the “ Original Securityholders Agreement ”); and

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

     WHEREAS, pursuant to the terms of the Recapitalization Agreement, the Company and Lightyear have agreed to amend and restate the Original Securityholders Agreement as set forth below.

     NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises hereinafter set forth, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     SECTION 1.1. Certain Defined Terms . As used herein, the following terms shall have the following meanings:

     “ Adverse Effect ” has the meaning assigned to such term in Section 4.2(g).

     “ Affiliate ” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person, for so long as such Person remains so associated to the specified Person.

     “ beneficial owner ” or “ beneficially own ” has the meaning given such term in Rule 13d-3 under the Exchange Act and a Person’s beneficial ownership of Common Stock or Preferred Stock or other Voting Securities of the Company shall be calculated in accordance with the provisions of such Rule; provided , however , that for purposes of determining beneficial ownership, (i) a Person shall be deemed to be the beneficial owner of any security which may be acquired by such Person whether within 60 days or thereafter, upon the conversion, exchange or exercise of any warrants, options, rights or other securities and (ii) no Person shall be deemed to beneficially own any security solely as a result of such Person’s execution of this Agreement.

     “ Board ” means the Board of Directors of the Company.

     “ Capital Stock ” means, with respect to any Person at any time, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person, and with respect to the Company includes any and all shares of Common Stock and Preferred Stock.

     “ Claims ” has the meaning assigned to such term in Section 4.5(a).

     “ Closing ” shall have the meaning assigned to such term in Section 1 of the Recapitalization Agreement.

     “ Common Stock ” means the common stock, no par value, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

     “ control ” (including the terms “ controlled by ” and “ under common control with ”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

     “ Demand Party ” has the meaning assigned to such term in Section 4.2(a).

     “ Director ” means any member of the Board.

     “ Equity Securities ” means any and all shares of Capital Stock of the Company, securities of the Company convertible into, or exchangeable or exercisable for, such shares, and options, warrants or other rights to acquire such shares.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “ Holder ” means Lightyear and any other Holder of Series A Warrant Recapitalization Securities.

     “ incur ” means, directly or indirectly, to incur, refinance, create, assume, guarantee or otherwise become liable with respect to.

     “ Indemnified Parties ” has the meaning assigned to such term in Section 4.5(a).

     “ Law ” has the meaning assigned to such term in the Securities Purchase Agreement.

     “ Lightyear Indemnitee ” has the meaning assigned to such term in Section 7.1.

     “ Losses ” has the meaning assigned to such term in Section 7.1.

     “ NASD ” means the National Association of Securities Dealers, Inc.

     “ Nasdaq ” means the Nasdaq Global Market and the Nasdaq Capital Market.

     “ Other Holders ” means Persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

     “ Other Securities ” means securities of the Company, other than Registrable Securities which, by virtue of agreements between Other Holders and the Company, are entitled to be included in certain registrations hereunder.

     “ Permitted Transferee ” means, with respect to Lightyear (A) Lightyear’s officers, employees or consultants, (B) any corporation or corporations, partnership or partnerships (or other entity for collective investment, such as a fund) which is (and continues to be) an Affiliate of Lightyear, (C) the partners of Lightyear and the general or limited partners of such partners in the case of a distribution by Lightyear and (D) any other Person to whom Lightyear transfers the Series A Warrant Recapitalization Securities.

     “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

     “ Preferred Stock ” means, collectively, the Series A Preferred Stock, the Series B Preferred Stock, any other series of preferred stock of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

     “ Registrable Securities ” means Series A Warrant Recapitalization Securities. As to any particular Registrable Securities, once issued, such Registrable Securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale by the Holder of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) such securities shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, or (c) such securities shall have ceased to be outstanding.

     “ Registration Expenses ” means any and all expenses incident to performance of or compliance with Article IV of this Agreement, including (a) all SEC and securities exchange or NASD registration and filing fees (including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Schedule E to the bylaws of the NASD, and of its counsel), (b) all fees and expenses of complying with securities or blue sky laws (including fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (c) all printing, messenger and delivery expenses, (d) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or the Nasdaq Stock Market pursuant to Section 4.3(h)(i) and all rating agency fees, (e) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or “cold comfort” letters required by or incident to such performance and compliance, (f) the reasonable fees and disbursements of counsel selected pursuant to Section 4.8, (g) any fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require, and the reasonable fees and expenses of any special experts retained by the Company in connection with the requested registration, but excluding underwriting discounts and commissions (or the equivalent thereof) and transfer taxes, if any, and (h) expenses incurred in connection with any road show (including the reasonable out-of-pocket expenses of Lightyear).

     “ SEC ” means the U.S. Securities and Exchange Commission or any other federal agency then administering the Securities Act or the Exchange Act and other federal securities laws.

     “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     “ Series A Warrant Recapitalization Securities ” means the shares of Common Stock (including any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization) issued to Lightyear pursuant to that certain Redemption and Recapitalization Agreement dated April 25, 2006 between Lightyear and the Company.

     “ Subsidiary ” means (i) any corporation of which a majority of the securities entitled to vote generally in the election of directors thereof, at the time as of which any determination is being made, are owned by another entity, either directly or indirectly, and (ii) any joint venture, general or limited partnership, limited liability company or other legal entity in which an entity is the record or beneficial owner, directly or indirectly, of a majority of the voting interests or the general partner.

     “ Transfer ” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any shares of Equity

Securities beneficially owned by a Person or any interest in any shares of Equity Securities beneficially owned by a Person.

     “ Transferee ” means any Person to whom Lightyear or any of its Affiliates or any Transferee thereof Transfers Equity Securities of the Company, including Permitted Transferees, in accordance with the terms hereof.

     “ Voting Securities ” means, at any time, shares of any class of Equity Securities of the Company which are then entitled to vote in the election of Directors.

     SECTION 1.2. Other Definitional Provisions . (a) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to this Agreement unless otherwise specified.

     (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

     (c) Whenever the words “include”, “including” or “includes” appear in this Agreement, they shall be read to be followed by the words “without limitation” or words having similar import.

ARTICLE II

INTENTIONALLY DELETED

ARTICLE III

TRANSFERS

     SECTION 3.1. Lightyear Transferees .

     (a) Subject to Section 3.1(b), no Transferee of Lightyear shall be obligated, or entitled to rights, under this Agreement.

     (b) No Transferee shall have any rights or obligations under this Agreement, except to the extent that Lightyear shall expressly assign all or a portion of its rights and obligations hereunder to such Transferee (and such rights shall be further transferable to any further Transferee subject to this Section 3.1(b)).

     (c) Prior to the consummation of a Transfer from Lightyear, to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Transferee shall (i) agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 3.1(b) and (ii) provide the Company and the

other parties to this Agreement at such time complete information for notices under this Agreement.

     SECTION 3.2. Transfer Restrictions . (a) Lightyear shall not Transfer any shares of Series A Warrant Recapitalization Securities if such transfer would violate the terms and conditions of this Agreement, as applicable. Any attempt to transfer any shares of Series A Warrant Recapitalization Securities in violation of the preceding sentence shall be null and void.

     (b) Notwithstanding anything to the contrary in this Agreement, any transfer permitted or required by this Agreement shall be in compliance with federal and state securities laws, including the Securities Act.

     (c) Lightyear may Transfer any or all of its shares of Series A Warrant Recapitalization Securities, and assign its rights hereunder, to any Permitted Transferee of Lightyear. As a condition precedent to any such transfer, the Permitted Transferee shall execute an instrument pursuant to which such Permitted Transferee agrees to be bound by and to comply with the terms of this Agreement, and obtains the rights and benefits that inure to, the transferor as though the Permitted Transferee were such transferor. Upon execution of such instrument, the Permitted Transferee shall be deemed a Holder hereunder. Any Transfer to a Permitted Transferee not made in full compliance with this Section 3.2(c) shall be void and of no effect.

     SECTION 3.3. Legends . Each certificate representing shares of Series A Warrant Recapitalization Securities will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the “ Stock Legend ”):

     “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR STATE SECURITIES LAWS AND CANNOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND REGULATIONS PROMULGATED THEREUNDER AND APPLICABLE STATE SECURITIES LAWS.”

The Stock Legend will be removed by the Company by the delivery of substitute certificates without such Legend upon receipt of a legal opinion from counsel reasonably satisfactory to the Company to the effect that the legend is no longer required for purposes of applicable securities laws.

ARTICLE IV

REGISTRATION RIGHTS

     SECTION 4.1. Incidental Registrations . (a) If the Company at any time after the date hereof proposes to register Equity Securities under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of its intention to do so and of such Holders’ rights under this Article IV. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided , that (i) if, at any time after giving written notice of its intention to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), (ii) if such registration involves an underwritten offering, all Holders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings, and (iii) in no event shall the Company be required to effect more than one registration pursuant to this Section 4.1 within eighteen (18) months from the date hereof. If a registration requested pursuant to this Section involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. The registrations provided for in this Section 4.1 are in addition to, and not in lieu of, registrations made upon the request of Lightyear in accordance with Section 4.2.

     (b)  Expenses . The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 4.1.

     (c)  Priority in Incidental Registrations . If a registration pursuant to this Section 4.1 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in such registration would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company shall include in such registration (a) first , 100% of the securities the Company proposes to sell, (b) second , any Other Securities requested to be registered by any Other Holders exercising a demand registration right, and (c) third , to the extent of the amount of Registrable Securities and Other Securities requested to

be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the amount of Registrable Securities and Other Securities which the Holders and the Other Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders and the Other Holders on the basis of the relative amount of Registrable Securities and Other Securities requested to be included in such registration by each such Holder and Other Holder. . Further, a registration requested pursuant to this Section 4.1 will not be deemed to have been effected for purposes of calculating the number of registrations required to be effected pursuant to this Section 4.1 within eighteen (18) months from the date hereof under Section 4.1(a)(iii) unless it has become effective and all of the Registrable Securities of the Holders requested to be registered thereunder have been sold or, in the case of a shelf registration statement, can be sold thereunder.

     SECTION 4.2. Registration on Request . (a) At any time after the date that is eighteen (18) months from the date hereof, upon the written request of Holders of Registrable Securities representing at least 10% of the outstanding Common Stock immediately following the Closing and the issuance of the Series A Warrant Recapitalization Securities (provided that no Permitted Transferee of Lightyear or its Affiliates or of any Permitted Transferee shall be permitted to request a registration pursuant to this Section 4.2 unless the right to make such a request was transferred to such Permitted Transferee pursuant to Section 3.2(c)) (the “ Demand Party ”) requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities (provided that (i) the reasonably anticipated aggregate price to the public of such Registrable Securities shall be at least $8 million or (ii) the number of Registrable Securities sought to be registered shall be equal to at least 10% of the outstanding Common Stock of the Company immediately following the Offering and the issuance of the Series A Warrant Recapitalization Securities) and specifying the amount and intended method of disposition thereof, including pursuant to a shelf registration statement utilizing Rule 415 under the Securities Act, the Company will promptly give written notice of such requested registration to all other Holders, and thereupon will, as expeditiously as possible, use its reasonable best efforts to effect the registration under the Securities Act of:

     (i)   the Registrable Securities which the Company has been so requested to register by the Demand Party; and

     (ii)   all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided , that in no event shall the Company be required to effect more than one registration pursuant to this Section 4.2; and provided , further , that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 4.2 within a period of 180 days after the effective date of any registration effected under

Section 4.1, which was not effected on Form S-3 (or any successor or similar short-form registration statement).

     (b)  Top-Up Shares . In any registration pursuant to Section 4.2(a) in which the aggregate price to the public of all Registrable Securities included therein is not reasonably expected to exceed $25 million, the Company shall add to such registration that number of shares of Registrable Securities as would have an aggregate value, at the reasonably anticipated price per share, such that the reasonably anticipated aggregate price to the public of all Registrable Securities included therein shall equal $25 million (the “ Top-Up Shares ”) and shall cause such Top-Up Shares to be offered by the Company in such registration together with the Registrable Securities offered by Lightyear and any other Holders therein; provided , however , that the number of Top-Up Shares shall be reduced on a share for share basis by up to 50% to the extent other Holders or Other Holders exercise incidental registration rights in connection with such registration.

     (c)  Registration Statement Form . The Company shall select the registration statement form for any registration pursuant to this Section 4.2; provided , that if any registration requested pursuant to this Section 4.2 which is proposed by the Company to be effected by the filing of a registration statement on Form S-3 (or any successor or similar short-form registration statement) shall be in connection with an underwritten public offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, the use of another form of registration statement is of material importance to the success of such proposed offering, then such registration shall be effected on such other form.

     (d)  Expenses . The Company will pay all Registration Expenses in connection with registrations of each class or series of Registrable Securities pursuant to this Section 4.2.

     (e)  Effective Registration Statement . A registration requested pursuant to this Section 4.2 will not be deemed to have been effected unless it has become effective and all of the Registrable Securities registered thereunder have been sold or, in the case of a shelf registration statement, can be sold thereunder.

     (f)  Selection of Underwriters . If a requested registration pursuant to this Section 4.2 involves an underwritten offering, the investment banker(s), underwriter(s) and manager(s) for such registration shall be selected by the Holders of a majority of the Registrable Securities which the Company has been requested to register; provided , however , that such investment banker(s), underwriter(s) and manager(s) shall be reasonably satisfactory to the Company.

     (g)  Priority in Requested Registrations . If a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Secur