Exhibit
4.6
THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. THE HOLDER SHOULD BE AWARE THAT IT MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
2005 6.4% SENIOR CONVERTIBLE
NOTE
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${______}.00
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_______________,
2005
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Subject to the
terms and conditions of this 2005 6.4% Senior Convertible 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, plus simple interest, accrued on unpaid principal
from the date of this Note until paid at the rate of 6.4% per annum
(360-day year basis) (the “Principal
Amount”).
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 Section 2 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 May 31, 2005.
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.
Optional Conversion . Prior to the Maturity Date, the outstanding
principal and interest 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 one share per $1.3325 of the Principal
Amount (the “Conversion Shares”). Such optional
conversion may be for the whol
