Paladyne Corp Sample Contracts

Scientigo, Inc. – SOFTWARE LICENSE AGREEMENT (November 30th, 2006)

THIS SOFTWARE LICENSE AGREEMENT (this “Agreement”), effective as of June 8, 2006 (the “Effective Date”) is made and entered into by and between Global Directory Solutions, LLC, a Delaware limited liability company (“Licensor”), and Scientigo, Inc., a Delaware corporation (“Licensee”).

Scientigo, Inc. – SCIENTIGO™ AND GLOBAL DIRECTORY SOLUTIONS SIGN DEFINITIVE AGREEMENT AND UNVEIL FIND1ST™ (June 14th, 2006)

Combined Technologies to Provide Global Framework for Enhanced Directory Assistance and Local Location Based Services for Wireless and Wireline Carriers and Service Providers

Scientigo, Inc. – SCIENTIGO, INC. WARRANT TO PURCHASE COMMON STOCK (May 17th, 2006)

This Certifies That, for value received, Wilson Sonsini Goodrich & Rosati, P.C. or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Scientigo, Inc., a Delaware corporation, with its principal office at 6701 Carmel Road, Suite 205, Charlotte, NC 28226 (the “Company”), up to that number of Exercise Shares of the Common Stock of the Company (the “Common Stock”) determined in accordance with the terms hereof.

Scientigo, Inc. – SCIENTIGO REPORTS NOTE CONVERSIONS INTO COMMON STOCK 72% of Exchanged Notes Convert to Equity, Materially Improving Balance Sheet (April 4th, 2006)

CHARLOTTE, N.C. - (Business Wire) - April 4, 2006 - Scientigo, Inc. (OTCBB:SCNG), an emerging leader in next generation enterprise search and intelligent enterprise content management and the owner of Find.com, today reported that as of March 31, 2006, $3,622,998 of its 10% A Notes were converted into 4,025,553 shares of common stock at the $0.90 per share conversion price. This conversion represents 72% of the A Notes that were issued on March 30, 2006, in exchange for 6.4% Senior Convertible Notes.

Scientigo, Inc. – SCIENTIGO SUCCESSFULLY COMPLETES EXCHANGE OF 6.4% CONVERTIBLE NOTES (April 4th, 2006)

CHARLOTTE, N.C. - (Business Wire) - April 3, 2006 - Scientigo, Inc. (OTCBB:SCNG), an emerging leader in next generation enterprise search and intelligent enterprise content management and owner of Find.com a next generation search portal, today announced the results of its exchange offer to all holders of its 2005 6.4% Senior Convertible Notes and Warrants to Purchase Common Stock.

Market Central Inc – CRITICAL TECHNOLOGIES SIGNS TECHNOLOGY TEAMING AGREEMENT WITH SCIENTIGO (February 16th, 2006)

FOR IMMEDIATE RELEASE CRITICAL TECHNOLOGIES SIGNS TECHNOLOGY TEAMING AGREEMENT WITH SCIENTIGO Companies to Combine Advanced Content Management, Data Recognition and Advanced Search Technologies to Create Powerful Information Processing, Management and Retrieval Solution for Enterprise Customers CHARLOTTE, NC and EDMOND, OK - (BusinessWire) - February 13, 2006 - Scientigo, Inc. (OTCBB:MKTE), an emerging leader in next generation enterprise search and intelligent enterprise content management, and Critical Technologies, Inc., an industry leader in electronic content management solutions, today jointly announced the signing of a technology teaming agreement. The collaboration between the companies joins Critical Technologies transaction processing solution with Scientigo's unique, multi-patented intelligent document recognition and search solutions to create perhaps the most powerful information processing, management and ret

Market Central Inc – FatWire and Scientigo Bring Intelligent Search to Enterprise Content Management Joint technology and marketing agreement brings Scientigo's patented tigo™ intelligent search technology, tigo|search™, to thousands of FatWire users in the Fortune 500 and beyond (January 27th, 2006)

New York and Charlotte, N.C. (Business Wire) - January 26, 2006 - Market Central, Inc. d/b/a Scientigo, Inc. (OTCBB: MKTE), a developing technology leader in enterprise content management, and FatWire Software, a leading provider of content management solutions for deploying Web sites and content-centric applications, today announced the signing of a joint development, sales and marketing agreement.

Market Central Inc – EMPLOYMENT AGREEMENT (December 21st, 2005)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 22nd day of September, 2005, by and between MARKET CENTRAL, INC., d/b/a SCIENTIGO, INC., a Delaware corporation (“COMPANY”) and Doyal G. Bryant, Jr., an individual resident of the State of North Carolina (the “Executive”), and is effective as of the date hereof (the “Effective Date”).

Market Central Inc – EMPLOYMENT AGREEMENT (December 21st, 2005)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 22nd day of September, 2005, by and between MARKET CENTRAL, INC., d/b/a SCIENTIGO, INC., a Delaware corporation (“COMPANY”) and Clifford A. Clark, an individual resident of the State of North Carolina (the “Executive”), and is effective as of the date hereof (the “Effective Date”).

Market Central Inc – EMPLOYMENT AGREEMENT (December 21st, 2005)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 22nd day of September, 2005, by and between MARKET CENTRAL, INC., d/b/a SCIENTIGO, INC., a Delaware corporation (“COMPANY”) and Paul S. Odom, an individual resident of the State of Texas (the “Executive”), and is effective as of the date hereof (the “Effective Date”).

Market Central Inc – B WARRANT (December 21st, 2005)

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 ______________, 2007 [12 months from the Exchange Offer Expiration Date as defined in the Company’s prospectus dated December __, 2005, pursuant to which this Warrant was issued] or such later date that the Company has filed a registration statement that has been declared effective by the SEC for the purpose of issuing registered shares of Common Stock upon exercise of this Warrant, and on or before 5:00 p.m., Atlanta, Georgia time, on June 30, 2010, 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 o

Market Central Inc – REGISTRATION RIGHTS AGREEMENT (November 10th, 2005)

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”).

Market Central Inc – EMPLOYMENT AGREEMENT (November 10th, 2005)

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").

Market Central Inc – FIRST AMENDMENT TO SECURITY AGREEMENT (November 10th, 2005)

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").

Market Central Inc – EMPLOYMENT AGREEMENT BY AND BETWEEN MARKET CENTRAL, INC. AND DOYAL BRYANT (November 10th, 2005)

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of October 8, 2004, by and between MARKET CENTRAL, INC., a Delaware corporation (the "Company"), and DOYAL BRYANT ("Employee").

Market Central Inc – B WARRANT (November 10th, 2005)

THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT 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).

Market Central Inc – PREFERRED STOCK WARRANT (November 10th, 2005)

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).

Market Central Inc – SECURITY AGREEMENT (November 10th, 2005)

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").

Market Central Inc – A WARRANT (November 10th, 2005)

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.

Market Central Inc – EMPLOYMENT AGREEMENT BY AND BETWEEN MARKET CENTRAL, INC. AND CLIFFORD A. CLARK (November 10th, 2005)

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of September 1, 2004, by and between MARKET CENTRAL, INC., a Delaware corporation (the "Company"), and CLIFFORD A. CLARK ("Employee").

Market Central Inc – NOTE WARRANT (November 10th, 2005)

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).

Market Central Inc – CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Between MARKET CENTRAL, INC. and THE PURCHASER(S) LISTED ON SCHEDULE 1 HERETO March 25, 2004 (November 10th, 2005)

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”).

Market Central Inc – STOCK PURCHASE AGREEMENT (September 6th, 2005)

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT AGREEMENT made August 31, 2005, between Market Central, Inc. (d/b/a Scientigo, Inc.) ("Seller") and Lion Development Group II, Inc. ("Buyer"). RECITALS E-Commerce Support Centers, Inc. ("E-Comm")is duly organized and existing under the laws of the State of North Carolina and has issued to Seller one thousand (1,000) common shares of no par value capital stock, representing one hundred percent (100%) of the issued and outstanding, fully paid and non-assessable stock of E-COMM("Stock"); Seller is desirous of selling the Stock to Buyer and the name "E-Commerce Support Centers, Inc." ("Name") under the terms and conditions stated herein, and Buyer is desirous of purchasing the Stock under the terms and conditions stated herein. NOW THEREFORE, in considerati

Market Central Inc – ASSET PURCHASE AGREEMENT (July 6th, 2005)

ASSET PURCHASE AGREEMENT DATED AS OF MAY 23, 2005 BY AND BETWEEN CUSTOMERLINX OF NORTH CAROLINA, INC., A NORTH CAROLINA CORPORATION, E-COMMERCE SUPPORT CENTERS, INC., A NORTH CAROLINA CORPORATION, AND SCIENTIGO, INC. (F/K/A MARKET CENTRAL, INC.), A DELAWARE CORPORATION. SCHEDULES Schedule 2.1 - List of Assets Schedule 2.2(a)(ii) - Assumed Liabilities Schedule 3.1 - Jurisdictions of Incorporation and Qualification Schedule 3.2 - The Company's Third Party Consents Schedule 3.6 - Changes Schedule 3.7 - Claims Schedule 3.8 - Legal Compliance Schedule 3.9 - Leased Real Property Schedule 3.10 - Environmental Matters Schedule 3.13 - Employee, Sales Re

Market Central Inc – MARKET CENTRAL SIGNS LETTER OF INTENT TO SELL ITS ECOMMERCE DIVISION, CONTACT (January 20th, 2005)

Exhibit 99.1 [MARKET CENTRAL LOGO] 7810 Ballantyne Commons Pkwy, Suite 300 Charlotte, NC 28277 Telephone: 704.319.2220 Facsimile: 704.319.2250 Investor Relations: Company Contact: Vince Buczek Brooke Filger JKT, Inc Market Central, Inc. (301) 751-1457 (888) 773-3501 vbuczek@aol.com bfilger@marketcentral.com MARKET CENTRAL SIGNS LETTER OF INTENT TO SELL ITS ECOMMERCE DIVISION, CONTACT CALL CENTER FOR A MI

Market Central Inc – CERTIFICATE OF AMENDMENT (January 14th, 2005)

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF THE SERIES A CONVERTIBLE PREFERRED STOCK OF MARKET CENTRAL, INC. MARKET CENTRAL, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: The name of the corporation is Market Central, Inc. (the "Corporation"); SECOND: The Certificate of Designations, Powers, Preferences and Relative Participating, Optional and other Special Rights of the Series A Convertible Preferred Stock of the Corporation is hereby amended by striking the following recital:

Market Central Inc – Market Central and CustomerLinx Enter into an Agreement (December 1st, 2004)

7810 Ballantyne Commons Pkwy, Suite 300 Charlotte, NC 28277 Telephone: 704.319.2220 Facsimile: 704.319.2250 www.marketcentral.com Investor Relations: Company Contact: Vince Buczek Brooke Filger JKT, Inc Market Central, Inc. (301) 751-1457 (888) 773-3501 vbuczek@aol.com bfilger@marketcentral.com Market Central and CustomerLinx Enter into an Agreement Market Central to Expand on Core Opportunities in Next Generation Search and Intelligent Document Recognition technology Charlotte, NC - November 30, 2004 - Market Central, Inc. (OTC BB: MKTE), a global technology management company that

Market Central Inc – MARKET CENTRAL SIGNS DEVELOPMENT, SUPPORT AND LICENSE AGREEMENT WITH (October 12th, 2004)

[LOGO] MEDIA CONTACT: COMPANY CONTACT: Bryan Wyatt Brooke Filger Demaree Public Relations Market Central, Inc. (603) 428-4411 (704) 319-2220 x7156 bwyatt@demaree-pr.com bfilger@marketcentral.com MARKET CENTRAL SIGNS DEVELOPMENT, SUPPORT AND LICENSE AGREEMENT WITH ARIEL WAY, INC. FOR ONLINE MEETING COLLABORATION SOFTWARE Market Central Acquires 10 Percent Ownership in Company CHARLOTTE, NC - October 5, 2004 - Market Central, Inc. (OTC BB: MKTE), a global technology management company that connects people and businesses with information, today announced that it has signed a development, support and license agreement with Ariel Way, Inc., a Virginia-based telecommunications and technology company. This will permit Ariel Way to license, ma

Market Central Inc – SETTLEMENT AGREEMENT AND MUTUAL RELEASE (September 1st, 2004)

SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release ("Agreement") is made and entered into this ___ day of July, 2004 by and between, Market Central, Inc. ("MCI") and Terrence J. Leifheit ("Leifheit"). RECITALS This Agreement is made and entered into with reference to the following facts: Leifheit is the former Chief Operating Officer and a former director of MCI. Leifheit resigned as an employee, officer and director of MCI prior to the date of this Agreement. Leifheit owns one million one hundred fifty one thousand one hundred seventy three (1,151,173) shares of common capital stock of MCI (the "Stock"), but no other equity securities of MCI or any of its affiliates, including options or warrants for stock. It is the desire and intention of the parties to this Agreement to resolve all disputes among Leifheit, Market, and Market's wholly-owned subsidiary, E-

Market Central Inc – ASSET PURCHASE AGREEMENT (August 15th, 2003)

EXHIBIT 2.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is made and entered into as of July 31, 2003, by and between MARKET CENTRAL, INC., a Delaware corporation ("Buyer"); and PLIANT TECHNOLOGIES, INC., a Delaware corporation ("Seller"). WITNESSETH: WHEREAS, Seller is engaged in the business of developing, marketing, licensing and selling software solutions that automate the capture, search, workflow management and information mining of all types of unstructured and structured data and providing services related thereto (the "Business"); and WHEREAS, Seller desires to sell, transfer and assign to Buyer, and Buyer desires to purchase and acquire from Seller, substantially all of the assets of Seller relating to the operation of the Business, all on the terms and conditions set forth herein; and

Market Central Inc – AGREEMENT (August 15th, 2003)

EXHIBIT 10.1 AGREEMENT This AGREEMENT is made and entered into as of July 31, 2003, by and among MARKET CENTRAL, INC., a Delaware corporation ("Buyer"); ODYSSEY CAPITAL, LLC; EDWARD C. GAIENNIE; PAUL ODOM; J. DAVID CABELLO; STUART SCHUBE; THE MENIKOFF FAMILY PARTNERSHIP; JOHN J. BARRY III; R. DOUGLAS PARKER; EDDY J. ROGERS, JR.; EDDY J. ROGERS, JR., as agent for Andrews & Kurth L.L.P.; THE GUNTHER 1993 FAMILY TRUST; WALLACE TECHNOLOGIES, LTD.; SUBRAMANIAN AKILESWAR; ROBIE CHILDERS; and DENNIS KOTLAR (collectively, the "Senior Debt Holders"); and COE F. MILES, J.D., Ph. D., ("Miles" and collectively with Odyssey Capital, LLC and Eddy J. Rogers, Jr., as agent for Andrews & Kurth, L.L.P., the "Professional Services Creditors"). The Senior Debt Holders and the Professional Services Creditors are sometimes hereinafter referred to collectively as the "Discharging Creditors." Sub

Market Central Inc – Unaudited Pro Forma Condensed Financial Information (June 27th, 2003)

The following unaudited pro forma condensed consolidated financial statements give effect to the purchase of the outstanding stock of U.S. Convergion, Inc (“Convergion”). The purchase is accounted for under the purchase method of accounting. The purchase price is allocated to the assets acquired and liabilities assumed based on the estimated fair values of those assets and liabilities. The excess of the purchase price and liabilities assumed over the fair values of those assets is allocated to goodwill in the financial statements.

Market Central Inc – STOCK PURCHASE AGREEMENT (April 9th, 2003)

Exhibit 2.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 3rd day of April, 2003, by and among MARKET CENTRAL, INC., a Delaware corporation ("Buyer"), and JOUKO J. RISSANEN, an individual resident of the State of Georgia ("Rissanen"), JOSEPH F. SWITZER, JR., an individual resident of the State of Georgia ("Switzer"), DENISE DESIMONE, an individual resident of the State of Tennessee ("DeSimone"), BRUCE A. PHILLIPS, an individual resident of the State of Georgia ("Phillips"), JERRY D. BAILEY, an individual resident of the State of Georgia ("Bailey"), and SAMUEL T. AIELLO, an individual resident of the State of Georgia ("Aiello" and collectively with Rissanen, Switzer, DeSimone, Phillips and Bailey, the "Sellers") with respect to the transfer and acquisition of the capital stock of U.S. Convergion, Inc., a Georgia corporatio

Market Central Inc – STOCK PURCHASE AGREEMENT (February 21st, 2003)

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of January 9, 2003, by and among PALADYNE CORP., a Delaware corporation (together with each of its predecessor corporations, the "Company"); GLEN H. HAMMER, an individual resident of the State of Georgia ("Hammer"); A. RANDALL BARKOWITZ, an individual resident of the State of Georgia ("Barkowitz"); WAG HOLDINGS, LLC, a Georgia limited liability company ("WAG Holdings" and collectively with Hammer and Barkowitz, the "Buyers"). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof. WITNESSETH: WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Buyers, and the Buyers wish to buy from the Company, a number of newly issued shares (the "Purchased Shares

Paladyne Corp – REVOLVING NOTE (October 24th, 2002)

Exhibit 10.4 REVOLVING NOTE $125,000.00 August 29, 2002 Jacksonville, North Carolina FOR VALUE RECEIVED, the undersigned, PALADYNE CORP., a Delaware corporation ("Paladyne"), E-COMMERCE SUPPORT CENTERS, INC., a North Carolina corporation and a wholly-owned subsidiary of Paladyne ("ECSC") (Paladyne and ECSC, together, are hereinafter referred to as "Maker"), jointly and severally, promise to pay to the order of MARKET CENTRAL, INC., a Delaware corporation (together with its successors and assigns, hereinafter referred to as "Payee"; Payee and any subsequent holder(s) hereof being hereinafter referred to collectively as "Holder"), at the office of Payee at 1150 Hammond Drive, Suite A 1200, Atlanta, Georgia 30328, or at such other place as Holder may designate to Maker in