SECURITY AGREEMENTSecurity Agreement • November 10th, 2005 • Market Central Inc • Services-prepackaged software • Georgia
THIS SECURITY AGREEMENT (this “Agreement”), dated as of September 30, 2005, is made by Market Central, Inc. dba Scientigo, Inc., a Delaware corporation (the "Company"), for the benefit of the secured parties signatory hereto pursuant to powers of attorney granted to CrossHill Georgetown Capital, LP, a Delaware limited partnership (“CrossHill”) and their respective endorsees, transferees and assigns, all as set forth on Exhibit A attached hereto and made a part hereof, as amended from time to time (collectively, the "Secured Party").
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2005 • Market Central Inc • Services-prepackaged software • North Carolina
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective January 15, 2005, by and between MARKET CENTRAL, INC., a Delaware corporation (the "Company"), and PAUL ODOM ("Employee").
8% B NOTE8% B Note • November 10th, 2005 • Market Central Inc • Services-prepackaged software • Delaware
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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2005 • Market Central Inc • Services-prepackaged software • New York
This Registration Rights Agreement (this “Agreement”) dated as of March 25, 2004, by and between Market Central, Inc., a Delaware corporation with its principal place of business at 1 650A Gum Branch Road, Jacksonville, NC 28540 (the “Company”), and Armadillo Investments, Plc., a company incorporated in England and Wales, with its principal place of business at 30 Farringdon Street, London EC4A 4HJ (the “Purchaser”).
8% A NOTE8% a Note • November 10th, 2005 • Market Central Inc • Services-prepackaged software • Delaware
Subject to the terms and conditions of this 8% A 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).
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • November 10th, 2005 • Market Central Inc • Services-prepackaged software
THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this “Agreement”), dated as of November 7, 2005, is made by Market Central, Inc. dba Scientigo, Inc., a Delaware corporation (the "Company"), for the benefit of the secured parties signatory hereto pursuant to powers of attorney granted to CrossHill Georgetown Capital, LP, a Delaware limited partnership (“CrossHill”) and their respective endorsees, transferees and assigns (collectively, the "Secured Party").
CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Between MARKET CENTRAL, INC. and THE PURCHASER(S) LISTED ON SCHEDULE 1 HERETO March 25, 2004Convertible Preferred Stock Purchase Agreement • November 10th, 2005 • Market Central Inc • Services-prepackaged software • New York
THIS CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March __,2004, between Market Central, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the purchaser(s) listed on Schedule 1 hereto (the “Purchaser”).
PREFERRED STOCK WARRANTPreferred Stock Warrant • November 10th, 2005 • Market Central Inc • Services-prepackaged software • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL THAT SUCH TRANSFER IS IN COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF THE REGISTERED HOLDER).
A WARRANTWarrant Agreement • November 10th, 2005 • Market Central Inc • Services-prepackaged software • Delaware
Market Central, Inc., d/b/a Scientigo, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that ________________________________, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, in whole or in part, at any time and from time to time on or after the date of issuance and on or before 5:00 p.m., Atlanta, Georgia time, on __________, 200_, but not thereafter (the “Exercise Period”), _____________ shares of Common Stock, $.001 par value per share, of the Company (the “Common Stock”), at an exercise price of $.85 per share. The shares purchasable upon exercise of this warrant (“Warrant”) and the exercise price per share are hereinafter referred to as the “Warrant Shares” and the “Exercise Price,” respectively.
NOTE WARRANTNote Warrant • November 10th, 2005 • Market Central Inc • Services-prepackaged software • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL THAT SUCH TRANSFER IS IN COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF THE REGISTERED HOLDER).
