8% B NOTE
EXHIBIT
4.8
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${______}.00
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________,
200_
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Subject
to the terms and conditions of this 8% B Note (“Note”), for good and valuable
consideration received, Market Central, Inc. d/b/a Scientigo, Inc., a Delaware
corporation (the “Company”), promises to pay to the order of {_____________}
(“Holder”) the principal amount of ${__________}.00 (the “Principal Amount”),
plus simple interest, accrued on unpaid principal from the date of this Note
until paid at the rate of 8.0% per annum (360-day year basis).
The
following is a statement of the rights of the Holder of this Note and the
terms
and conditions to which this Note is subject, and to which the Holder, hereof,
by the acceptance of this Note, agrees:
Payment
Obligation.
The
principal and accrued but unpaid interest under this Note will be paid to
the
Holder on May 31, 2007 (the “Maturity Date”), unless previously paid or
converted into securities of the Company in accordance with the “Optional
Conversion” section hereof. All payments of principal and/or interest under this
Note will be made at the address set forth below or by mail to the address
of
record of the Holder. All cash payments hereunder shall be made in lawful
money
of the United States of America, to the Holder, at such place and to such
account as the Holder shall designate in a written notice to the Company.
Accrued
but unpaid interest shall be due and payable quarterly, commencing on the
earlier of the first February 28, May 31, August 31 or November 30 following
the
date hereof.
Prepayment.
The
principal amount of this Note may be prepaid by the Company at any time without
penalty upon thirty (30) days prior written notice to the Holder; provided
that
if such written notice is provided at anytime that the Principal Amount may
not
be converted into Conversion Shares as set forth in the “Optional Conversion”
section hereof, such prepayment shall be permissible only with the prior
written
consent of the holder hereof.
Optional
Conversion.
Beginning _____________, 200_, and ending on the Maturity Date, the Principal
Amount outstanding under this Note may be converted at the option of the
Holder
into shares of Common Stock of the Company at a conversion rate of one share
per
$.96 of the Principal Amount (the “Conversion Shares”). Such optional conversion
may be for the whole or any part of the Principal Amount of this Note. The
Holder may exercise his conversion rights hereunder by delivering a conversion
notice to the Company substantially in the form of Exhibit A
hereto.
Reorganization,
Reclassification, Consolidation, Merger or Sale, etc.
(i) If
the
Company at any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) its class of outstanding shares of the Common
Stock into a greater number of shares, the conversion rate in effect immediately
prior to such subdivision will be proportionately reduced, and if the Company
at
any time combines (by reverse stock split or otherwise) one or more classes
of
its outstanding shares of its Common Stock, the conversion rate in effect
immediately prior to such combination will be proportionately increased
concurrently with the effectiveness of such event.
(ii) Any
capital reorganization, reclassification, consolidation, merger or sale
of all
or substantially all of the Company’s assets to another person which is effected
in such a way that holders of Common Stock are entitled to receive (either
directly or upon subsequent liquidation) stock, securities or assets with
respect to or in exchange for Common Stock is referred to herein as an
“Organic
Change.” Prior to the consummation of any Organic Change, the Company will make
appropriate provisions to insure that the Holder will thereafter have the
right
upon subsequent conversion of the Principal Amount to acquire and receive
such
shares of stock, securities or assets as such Holder would have received
in
connection with such Organic Change if such Holder had converted the Principal
Amount hereof immediately prior to such Organic Change. The Company will
not
effect any such consolidation, merger or sale, unless prior to the consummation
thereof, the successor Company (if other than the Company) resulting from
consolidation or merger or the Company purchasing such assets assumes by
written
instrument the obligation to deliver to the Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to acquire.
Stock
to be Reserved.
The
Company will at all times reserve and keep available out of its authorized
Common Stock or its treasury shares, solely for the purpose of issue upon
the
conversion of the Principal Amount of the Note as herein provided, such
number
of shares of Common Stock as shall then be issuable upon the conversion
of then
outstanding Principal Amount of this Note. The Company covenants that all
shares
of Common Stock which shall be so issued shall be duly and validly issued
and
fully paid and nonassessable and free from all liens and charges with respect
to
the issue thereof.
Assignment.
The
rights and obligations of the Company and the Holder will be binding upon
and
inure to the benefit of the successors, assigns, heirs, administrators and
transferees of the parties.
Transfer
and Assignment Restrictions.
This
Note shall not be transferable or otherwise assignable unless such transferee
or
assignee is an “accredited investor” as defined in Rule 501(a) of Regulation D
under the Securities Act of 1933, as amended. Prior to any proposed transfer
or
assignment, the Holder shall provide the Company with reasonable evidence
of the
accredited investor status of such transferee or assignee. Any purported
transfer or assignment of the Note which does not comply with the terms
of this
provisions shall be null and void and of no legal effect.
Waiver
and Amendment.
Any
provision of this Note may be amended, waived or modified upon the written
consent of the Company and the Holder.
Notices.
Any
notice, request or other communication required or permitted hereunder will
be
in writing and shall be deemed to have been duly given if personally delivered
or if telegraphed or mailed by registered or certified mail, postage prepaid,
at
the respective addresses of the parties as set forth below. Any party hereto
may
by notice so given change its address for future notice hereunder. Notice
will
conclusively be deemed to have been given when personally delivered or when
deposited in the mail or telegraphed in the manner set forth above and will
be
deemed to have been received when delivered. Prior to the maturity of this
Note,
if the Company (i) fixes a record date for purposes of determining
the
Holders of any class or series of securities who are entitled to receive
any
dividend or other distribution, or (ii) fixes a closing date for the
issuance of any equity securities of the Company, the Company will mail to
the
Holder, at least fifteen (15) days prior to such date a notice specifying
such
record date or closing date and the matter pursuant to which such record
date or
closing date has been set. Prior to the payment of any Principal Amount,
the
Company shall provide the Holder with thirty (30) days prior written notice,
stating that the Holder may convert the Principal Amount of the Note into
Conversion Shares prior to payment.
Rights
as a Stockholder.
This
Note, as such, shall not entitle the Holder to any rights as a stockholder
of
the Company, except as otherwise specified herein.
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Delaware, excluding that body of law relating to conflict of
laws.
Severability.
If one
or more provisions of this Note are held to be unenforceable under applicable
law, such provision shall be excluded from this Note and the balance of the
Note
shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.
Time
of the Essence.
Time is
of the essence of this Note.
Costs
of Enforcement; Presentment.
The
Company agrees to pay on demand all of the losses, costs, and expenses
(including, without limitation, all reasonable attorneys’ fees and
disbursements) which the Holder incurs in connection with enforcement of
this
Note, or the protection or preservation of the Holder’s rights under this Note,
whether by judicial proceeding or otherwise. Such costs and expenses include,
without limitation, those incurred in connection with any workout or
refinancing, or any bankruptcy, insolvency, liquidation or similar proceedings.
The Company hereby waives diligence, demand, presentment, protest or notice
of
any kind. The Company agrees to make all payments under this Note without
setoff
or deduction and regardless of any counterclaim or defense.
Headings;
References.
All
headings used herein are used for convenience only and will not be used to
construe or interpret this Note. Except where otherwise indicated, all
references herein to Sections refer to Sections hereof.
Previous
Agreements Superceded.
This
Note shall supercede all previous agreements made on or prior to the date
hereof
between the Holder and the Company with respect to the subject matter
hereof.
IN
WITNESS WHEREOF, the parties have caused this Note to be issued as of
_____________, 200_.
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THE
COMPANY:
Market
Central, Inc. d/b/a Scientigo, Inc.
By:__________________________________________
Name:________________________________________
Title:_________________________________________
Address:
Suite
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HOLDER:
By:__________________________________________
Address:
_________________________
_________________________
_________________________
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EXHIBIT
A
Scientigo,
Inc.
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Suite
205
Charlotte,
NC 28266
Atten:
Chief Financial Officer
CONVERSION
NOTICE
SCIENTIGO
8% B NOTES
The
undersigned is the owner of $______________ Principal Amount of Scientigo
8% B
Notes (the “Note”), which original Note is enclosed with this Conversion Notice.
In accordance with the terms of such Note, the undersigned hereby elects
to
convert $_____________ Principal Amount of the Note into shares of the Common
Stock of Scientigo, Inc. Any remaining Principal Amount of the Note and the
shares of Common Stock should be delivered to:
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__________________________________________
__________________________________________
__________________________________________
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Name:__________________________________________
Title:___________________________________________
Date:___________________________________________
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