Form of Smart Move, Inc. UNDERWRITING AGREEMENT dated , 2008 Paulson Investment Company, Inc.Underwriting Agreement • November 10th, 2008 • Smart Move, Inc. • Trucking (no local) • New York
Introductory. Smart Move, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 2,900,000 Units, each Unit consisting of (i) one share of the Company’s common stock (“Common Stock”), (ii) one redeemable Class A warrant to purchase one share of Common Stock (each a “Class A Warrant” and, collectively, the “Class A Warrants”) and (iii) one non-redeemable Class B warrant to purchase one share of Common Stock (each a “Class B Warrant” and, collectively, the “Class B Warrants” and, together with the Class A Warrants, the “Warrants”) . The Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and [ ], as warrant agent (the “Warrant Agent”), substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). The 2,900,000 Units to be sold by the Company are collectively called the “F
SMART MOVE, INC.*** WARRANT TO PURCHASE SHARES OF COMMON STOCK Warrant to Purchase 3,515,625 Shares (subject to adjustment as set forth herein) Exercise Price $0.40 Per Share (subject to adjustment as set forth herein) VOID AFTER 5:00 P.M., MOUNTAIN...Purchase Agreement • November 10th, 2008 • Smart Move, Inc. • Trucking (no local) • Delaware
THIS CERTIFIES that, for value received, THOMAS P. GRAINGER, and his successors and assigns (the “HOLDER”) is entitled, upon the terms hereof, and subject to the exercise conditions and limitations set forth in Section 17, at any time and from time to time on and after the date hereof (the “COMMENCEMENT DATE”), and on and prior to 5:00 p.m. Mountain Time on the fifth anniversary of the date of issuance hereof (the “EXPIRATION DATE”), but not thereafter, to subscribe for and purchase from SMART MOVE, INC., a Delaware corporation (the “COMPANY”), 3,515,625 shares (the “WARRANT SHARES”) of common stock, $0.0001 par value per share (“COMMON STOCK”), of the Company. The purchase price of one share of Common Stock under this Warrant shall be the Exercise Price, as defined below and as may be adjusted from time to time pursuant to the terms hereof. The Exercise Price and the number of shares for which this Warrant is exercisable shall be subject to adjustment as provided herein. This Warrant
