Unassociated Document


    
      EXHIBIT
        4.12

       

      A
        WARRANT

       

      
        	
                Date
                  of Issuance: ______________, 200_

              	
                Number
                  of Shares: __

              
	
                No.
                  __

              	 
	 	 


      

      MARKET
        CENTRAL, INC. d/b/a SCIENTIGO, INC.

       

      A
        Warrant

       

      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.

       

      1.    Exercise.

       

      (a) This
        Warrant may be exercised by the Registered Holder by
        surrendering this Warrant, along with the purchase form appended hereto as
        Exhibit A
        duly
        executed and completed by the Registered Holder or by the Registered Holder’s
        duly authorized attorney, at the principal office of the Company, or at such
        other office or agency as the Company may designate by notice in writing
        to the
        Registered Holder, accompanied by cash or certified cashier’s check payable to
        the Company (or wire transfer of immediately available funds), in lawful
        money
        of the United States, of the Exercise Price payable in respect of the number
        of
        Warrant Shares purchased upon such exercise (the “Aggregate
        Exercise Price”).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b) Each
        exercise of this Warrant shall be deemed to have been effected immediately
        prior
        to the close of business on the day on which this Warrant shall have been
        surrendered to the Company as provided in Section
        1(a)
        above
        (the “Exercise
        Date”).
        At
        such time, the person or persons in whose name or names any certificates
        for
        Warrant Shares shall be issuable upon such exercise as provided in Section
        1(c)
        below
        shall be deemed to have become the holder or holders of record of the Warrant
        Shares represented by such certificates.

       

      (c) Within
        ten (10) days after the date of exercise of this Warrant, the Company, at
        its
        expense, will cause to be issued in the name of, and delivered to, the
        Registered Holder, or as such Holder (upon payment by such Holder of any
        applicable transfer taxes) may direct, a certificate or certificates for
        the
        number of full Warrant Shares to which the Registered Holder shall be entitled
        upon such exercise plus, in lieu of any fractional share to which the Registered
        Holder would otherwise be entitled, cash in an amount determined pursuant
        to
Section
        2
        hereof. Notwithstanding
        the foregoing, the Registered Holder shall be solely responsible for any
        income
        taxes payable and arising from the issuance or exercise of this Warrant,
        or any
ad
        valorem
        property
        or intangible tax assessed against the Registered Holder.

       

      (d) The
        Company shall use its best efforts to assist
        and cooperate with the Registered Holder to make any governmental filings
        or
        obtain any governmental approvals prior to or in connection with any exercise
        of
        this Warrant (including, without limitation, making any filings required
        to be
        made by the Company).

       

      2.    Fractional
        Shares.
        No
        fractional shares will be issued upon the exercise of this Warrant.

       

      3.    Requirements
        for Transfer.

       

      (a) This
        Warrant and the Warrant Shares shall not be sold or transferred unless either
        (i) they first shall have been registered under the Act or (ii) the
        Company first shall have been furnished with an opinion of legal
        counsel to
        the
        effect that such sale or transfer is exempt from the registration requirements
        of the Act.

       

      (b) Notwithstanding
        the foregoing, no registration or opinion of counsel shall be required for
        (i) a transfer by a Registered Holder which is a corporation to a
        wholly
        owned subsidiary of such corporation or to a corporation owned by the same
        parent entity of such corporation, a transfer by a Registered Holder which
        is a
        partnership to a partner of such partnership or a retired partner of such
        partnership or to the estate of any such partner or retired partner, or a
        transfer by a Registered Holder which is a limited liability company to a
        member
        of such limited liability company or a retired member or to the estate of
        any
        such member or retired member, provided that, as a condition to the Company
        effecting such transfer, the transferee in each case agrees in writing to
        be
        subject to the terms of this Section 3,
        or
        (ii) a transfer made in accordance with Rule 144 under the
        Act.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        4.    No
          Impairment.
          The
          Company will not, by amendment of its charter or through reorganization,
          transfer of assets, consolidation, merger, dissolution, issue or sale of
          securities or any other voluntary action, avoid or seek to avoid the observance
          or performance of any of the terms of this Warrant, but will at all times
          in
          good faith assist in the carrying out of all such terms and in the taking
          of all
          such action as may be necessary or appropriate in order to protect the
          rights of
          the holder of this Warrant against impairment. 

         

        
          	
                	5.	
                  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 Exercise Price in effect immediately
          prior to such subdivision will be proportionately reduced and the number
          of
          shares of Common Stock issuable hereunder shall be proportionately increased,
          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
          Exercise
          Price in effect immediately prior to such combination will be proportionately
          increased  and the number of shares of Common Stock issuable hereunder
          shall be proportionately decreased, 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 Registered Holder will thereafter
          upon
          subsequent exercise of this Warrant have the right 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 exercised this Warrant
          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 Registered Holder such shares of stock, securities
          or assets as, in accordance with the foregoing provisions, such Holder
          may be
          entitled to acquire.

      

      
      

      6.    Issuance
        Upon Exercise.
        All
        shares of Common Stock issuable upon exercise of this Warrant will be duly
        and
        validly issued, fully paid and nonassessable and will be free of restrictions
        on
        transfer, other than restrictions on transfer under any agreement between
        the
        Holder and the Company and under applicable state and federal securities
        laws,
        and will be free from all taxes, liens and charges in respect of the issue
        thereof (other than taxes in respect of any transfer occurring contemporaneously
        or otherwise specified herein). 

       

      7.    Replacement
        of Warrant.
        Upon
        receipt of evidence reasonably satisfactory to the Company (an affidavit
        of the
        Registered Holder shall be satisfactory) of the ownership and loss, theft,
        destruction or mutilation of any certificate evidencing this Warrant and
        in the
        case of loss, theft or destruction, upon delivery of an unsecured indemnity
        agreement of the Registered Holder in form reasonably satisfactory to the
        Company or in the case of mutilation, upon surrender and cancellation of
        such
        certificate, the Company shall, at its expense execute and deliver in lieu
        of
        such certificate, a new certificate of like kind representing the same rights
        represented by such lost, stolen, destroyed or mutilated certificate and
        dated
        the date of such lost, stolen, destroyed or mutilated certificate.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8.    Transfers,
        etc.

       

      (a) The
        Company shall maintain a register at its principal executive office containing
        the name and address of the Registered Holder of this Warrant. The Registered
        Holder may change its or his address as shown on the warrant register by
        written
        notice to the Company requesting such change.

       

      (b) Subject
        to the provisions of Section
        3
        hereof,
        this Warrant and all rights hereunder are transferable, in whole or in part,
        upon surrender of this Warrant with a properly executed assignment (in the
        form
        of Exhibit B
        hereto)
        at the principal executive office of the Company.

       

      (c) Until
        any
        transfer of this Warrant is made in the warrant register, the Company may
        treat
        the Registered Holder as the absolute owner hereof for all purposes.

       

      (d) The
        Company shall not close its books against the transfer of this Warrant or
        any
        share of Common Stock issued or issuable upon the exercise of this Warrant
        in
        any manner which interferes with the timely exercise of this Warrant.


       

      9.    Mailing
        of Notices, etc.
        Any
        notice, request, demand or other communication required or permitted to be
        given
        to a party pursuant to the provisions of this Agreement will be in writing
        and
        will be effective and deemed given under this Agreement on the earliest of:
        (a)
        the date of personal delivery, (b) the date of transmission by facsimile,
        with
        confirmed transmission and receipt, (c) two (2) days after deposit with a
        nationally-recognized courier or overnight service such as Federal Express,
        or
        (d) five (5) days after mailing via certified mail, return receipt requested.
        All notices not delivered personally or by facsimile will be sent with postage
        and other charges prepaid and properly addressed to the party to be notified
        at
        the address set forth for such party: 

       

      If
        to the
        Registered Holder:

       

      __________________________

      __________________________

      __________________________

      Fax:______________________

      Attn:
        _____________________

       

      If
        to the
        Company:

       

      Market
        Central, Inc. d/b/a Scientigo, Inc.

      Suite
        205

      6701
        Carmel Road

      Charlotte,
        NC 28266

      Fax:
        (704) 540-5628

      Attn:
        Chief Financial Officer

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Any
        party
        hereto (and such party’s permitted assigns) may change such party’s address for
        receipt of future notices hereunder by giving written notice to the Company
        and
        the other parties hereto.

       

      10.    No
        Rights or Liabilities as Stockholder.
        Until
        the exercise of this Warrant, the Registered Holder shall be entitled to
        notice
        of all stockholders meetings as required to be made to all stockholders in
        accordance with the Company’s bylaws, but except as otherwise required by
        applicable law, shall not be entitled to vote on any matters submitted to
        the
        stockholders for a vote.

       

      11.    Amendment
        or Waiver.
        No term
        of this Warrant may be amended or waived without the written consent of the
        Company and the Registered Holder. 

       

      12.    Successors
        and Assigns.
        This
        Warrant shall be binding upon and inure to the benefit of the Registered
        Holder
        and its assigns, and shall be binding upon any entity succeeding to the Company
        by consolidation, merger or acquisition of all or substantially all of the
        Company’s assets. The Company may not assign this Warrant or any rights or
        obligations hereunder without the prior written consent of the Registered
        Holder. The Registered Holder may assign this Warrant with the Company’s prior
        written consent. 

       

      13.    Remedies.
        In the
        event of a breach by the Company of any of its obligations under this Warrant,
        the Registered Holder, in addition to being entitled to exercise all rights
        granted by law, including recovery of damages, will be entitled to specific
        performance of its rights under this Warrant. The Company agrees that monetary
        damages would not provide adequate compensation for any losses incurred by
        reason of its breach of any of the provisions of this Warrant and hereby
        further
        agrees that, in the event of any action for specific performance in respect
        of
        such breach, it shall waive the defense that a remedy at law would be
        adequate.

       

      14.    Section
        Headings.
        The
        section headings in this Warrant are for the convenience of the parties and
        in
        no way alter, modify, amend, limit or restrict the contractual obligations
        of
        the parties.

       

      15.    Counterparts. This
        Warrant may be executed in two or more counterparts, each of which will be
        deemed an original but all of which together will constitute one and the
        same
        instrument.

       

      16.    Severability.
         The
        provisions of this Warrant will be deemed severable and the invalidity or
        unenforceability of any provision hereof will not affect the validity or
        enforceability of the other provisions hereof; provided that if any provision
        of
        this Warrant, as applied to any party or to any circumstance, is adjudged
        by a
        court, governmental body, arbitrator, or mediator not to be enforceable in
        accordance with its terms, the parties agree that the court, governmental
        body,
        arbitrator, or mediator making such determination will have the power to
        modify
        the provision in a manner consistent with its objectives such that it is
        enforceable, and/or to delete specific words or phrases, and in its reduced
        form, such provision will then be enforceable and will be enforced.

       

      17.    Third
        Parties. Nothing
        in this Warrant, express or implied, is intended to confer upon any person
        other
        than the parties hereto and their successors and assigns, any rights or remedies
        under or by reason of this Warrant.

       

      18.    Governing
        Law.
        This
        Warrant and the performance of the transactions and the obligations of the
        parties hereunder will be governed by and construed and enforced in accordance
        with the laws of the State of Delaware, without giving effect to any choice
        of
        law principles.

       

      [SIGNATURE
        PAGE FOLLOWS]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        Company has caused this Warrant to be signed and attested by its duly authorized
        officers under its corporate seal and to be dated the Date of Issuance
        hereof.

       

      MARKET
        CENTRAL, INC. d/b/a SCIENTIGO, INC.

       

      By:___________________________________

      Name:

      Title:

       

      [Corporate
        Seal]    

       

      ATTEST:

       

      _________________________

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        A

      


      A
        WARRANT

      PURCHASE
        FORM

      
        
          	
                  To:_________________

                	
                  Dated:____________

                
	 	 


        

      

      The
        undersigned, pursuant to the provisions set forth in the attached A Warrant,
        hereby irrevocably elects to purchase _____ shares of the Common Stock covered
        by such A Warrant.

       

      The
        undersigned herewith makes payment of the full exercise price for such shares
        at
        the price per share provided for in such A Warrant, which is $________ in
        lawful
        money of the United States.

       

      ________________________________

       

      By:
        ____________________________

       

      ________________________________

      Name:

      Title:

       

      Address: _______________________

      _______________________

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      A
        WARRANT

      ASSIGNMENT
        FORM

      


      FOR
        VALUE
        RECEIVED, ________________________________________ hereby sells, assigns
        and
        transfers all of the rights of the undersigned under the attached A Warrant
        with
        respect to the number of shares of Common Stock covered thereby set forth
        below,
        unto:

       

      
        	
                Name
                  of Assignee

              	
                Address

              	
                No.
                  of Shares

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      


      Dated:_____________________

       

      [___________________________]

       

      _____________________________

      Name:

      Title:

       

      Signature
        Guaranteed:

       

      By:
        _______________________

       

      The
        signature should be guaranteed by an eligible guarantor institution (banks,
        stockbrokers, savings and loan associations and credit unions with membership
        in
        an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
        under the Securities Exchange Act of 1934.