SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION
THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED,
REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL THAT SUCH TRANSFER IS
COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE
OF THE REGISTERED HOLDER).
WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
ARE SUBJECT TO THE RESTRICTIONS ON
SET FORTH IN SECTION 4 OF THIS
of Issuance: ______________, 200_
of Shares: __
CENTRAL, INC. d/b/a SCIENTIGO, INC.
Central, Inc., d/b/a Scientigo, Inc., a Delaware corporation (the “Company”),
value received, hereby certifies that ________________________________, or
registered assigns (the “Registered
entitled, subject to the terms and conditions set forth below, to purchase
the Company, in whole or in part, at any time and from time to time on or
______________, 200_ [12 months form the date of issuance] and on or before
p.m., Atlanta, Georgia time, on June 30, 2010, but not thereafter (the
_____________ shares of Common Stock, $.001 par value per share, of the Company
exercise price of $1.00 per share. The shares purchasable upon exercise of
the exercise price per share are hereinafter referred to as the “Warrant
Warrant may be exercised by the Registered Holderby
surrendering this Warrant, along with the purchase form appended hereto as
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
Registered Holder, accompanied by cash or certified cashier’s check payable to
the Company (or wire transfer of immediately available funds), in lawful
of the United States, of the Exercise Price payable in respect of the number
Warrant Shares purchased upon such exercise (the “Aggregate
exercise of this Warrant shall be deemed to have been effected immediately
to the close of business on the day on which this Warrant shall have been
surrendered to the Company as provided in Section
such time, the person or persons in whose name or names any certificates
Warrant Shares shall be issuable upon such exercise as provided in Section
shall be deemed to have become the holder or holders of record of the Warrant
Shares represented by such certificates.
ten (10) days after the date of exercise of this Warrant, the Company, at
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
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
the foregoing, the Registered Holder shall be solely responsible for any
taxes payable and arising from the issuance or exercise of this Warrant,
or intangible tax assessed against the Registered Holder.
Company shall use its best efforts toassist
and cooperate with the Registered Holder to make any governmental filings
obtain any governmental approvals prior to or in connection with any exercise
this Warrant (including, without limitation, making any filings required
made by the Company).
of Exercise Rights. The
Registered Holder acknowledges that as of the date hereof, he is the holder
Warrants to purchase __________ shares of Common Stock of the Company (the
Warrants”). At such time, if ever, that the holder of the A Warrants exercises
such A Warrants, in whole or in part, the number of shares of Common Stock
are issuable pursuant to this Warrant shall decrease by the number of shares
Common Stock issued to the holder of the A Warrants upon such exercise
of the A
Warrants. If the number of shares of Common Stock issued pursuant to the
exercise of the A Warrants is equal to or greater than the total number
shares of Common Stock issuable pursuant to the exercise of this Warrant,
Warrant shall terminate and be of no further force or effect.
fractional shares will be issued upon the exercise of this Warrant.
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
effect that such sale or transfer is exempt from the registration requirements
of the Act.
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
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
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
of such limited liability company or a retired member or to the estate of
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
subject to the terms of this Section 3,
(ii) a transfer made in accordance with Rule 144 under the
issued pursuant to an effective registration statement, each certificate
representing Warrant Shares shall bear a legend substantially in the following
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL
(WHICH MAY BE COUNSEL FOR THE COMPANY) IN FORM AND SUBSTANCE SATISFACTORY
ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
foregoing legend shall be removed from the certificates representing any
Shares, at the request of the holder thereof, at such time as they become
eligible for resale pursuant to Rule 144(k) under the Act.
Warrant 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 Registered Holder shall provide the Company with reasonable
evidence of the accredited investor status of such transferee or assignee.
purported transfer or assignment of the Warrant which does not comply with
terms of this provisions shall be null and void and of no legal
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
good faith assist in the carrying out of all such terms and in the taking
such action as may be necessary or appropriate in order to protect the rights
the holder of this Warrant against impairment.
Reclassification, Consolidation, Merger or Sale, etc.
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
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
Price in effect immediately prior to such combination will be proportionately
increased and the number of shares of Common Stock issuable hereunder shall
proportionately decreased, concurrently with the effectiveness of such
capital reorganization, reclassification, consolidation, merger or sale
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
Change.” Prior to the consummation of any Organic Change, the Company will make
appropriate provisions to insure that the Registered Holder will thereafter
subsequent exercise of this Warrant have the right to acquire and receive
shares of stock, securities or assets as such Holder would have received
connection with such Organic Change if such holder had exercised this Warrant
immediately prior to such Organic Change. The Company will not effect any
consolidation, merger or sale, unless prior to the consummation thereof,
successor Company (if other than the Company) resulting from consolidation
merger or the Company purchasing such assets assumes by written instrument
obligation to deliver to the Registered Holder such shares of stock, securities
or assets as, in accordance with the foregoing provisions, such Holder
entitled to acquire.
shares of Common Stock issuable upon exercise of this Warrant will be duly
validly issued, fully paid and nonassessable and will be free of restrictions
transfer, other than restrictions on transfer under any agreement between
Holder and the Company and under applicable state and federal securities
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).
receipt of evidence reasonably satisfactory to the Company (an affidavit
Registered Holder shall be satisfactory) of the ownership and loss, theft,
destruction or mutilation of any certificate evidencing this Warrant and
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
certificate, the Company shall, at its expense execute and deliver in lieu
such certificate, a new certificate of like kind representing the same rights
represented by such lost, stolen, destroyed or mutilated certificate and
the date of such lost, stolen, destroyed or mutilated certificate.
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
notice to the Company requesting such change.
to the provisions of Section 4
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
of Exhibit B
at the principal executive office of the Company.
transfer of this Warrant is made in the warrant register, the Company may
the Registered Holder as the absolute owner hereof for all purposes.
Company shall not close its books against the transfer of this Warrant or
share of Common Stock issued or issuable upon the exercise of this Warrant
any manner which interferes with the timely exercise of this Warrant.
of Notices, etc.
notice, request, demand or other communication required or permitted to be
to a party pursuant to the provisions of this Agreement will be in writing
will be effective and deemed given under this Agreement on the earliest of:
the date of personal delivery, (b) the date of transmission by facsimile,
confirmed transmission and receipt, (c) two (2) days after deposit with a
nationally-recognized courier or overnight service such as Federal Express,
(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
the address set forth for such party:
Central, Inc. d/b/a Scientigo, Inc.
Chief Financial Officer
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
the other parties hereto.
Rights or Liabilities as Stockholder.
the exercise of this Warrant, the Registered Holder shall be entitled to
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
stockholders for a vote.
of this Warrant may be amended or waived without the written consent of the
Company and the Registered Holder.
Warrant shall be binding upon and inure to the benefit of the Registered
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
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
agrees that, in the event of any action for specific performance in respect
such breach, it shall waive the defense that a remedy at law would be
section headings in this Warrant are for the convenience of the parties and
no way alter, modify, amend, limit or restrict the contractual obligations
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
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
this Warrant, as applied to any party or to any circumstance, is adjudged
court, governmental body, arbitrator, or mediator not to be enforceable in
accordance with its terms, the parties agree that the court, governmental
arbitrator, or mediator making such determination will have the power to
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.
in this Warrant, express or implied, is intended to confer upon any person
than the parties hereto and their successors and assigns, any rights or remedies
under or by reason of this Warrant.
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
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
CENTRAL, INC. d/b/a SCIENTIGO, INC.
undersigned, pursuant to the provisions set forth in the attached B Warrant,
hereby irrevocably elects to purchase _____ shares of the Common Stock covered
by such B Warrant.
undersigned herewith makes payment of the full exercise price for such shares
the price per share provided for in such B Warrant, which is $________ in
money of the United States.
RECEIVED, ________________________________________ hereby sells, assigns
transfers all of the rights of the undersigned under the attached B Warrant
respect to the number of shares of Common Stock covered thereby set forth
signature should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.