ContractSmart Move, Inc. • February 10th, 2006 • Colorado
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LOAN AND SECURITY AGREEMENT A SMART MOVE L.L.C.Loan and Security Agreement • February 10th, 2006 • Smart Move, Inc.
This LOAN AND SECURITY AGREEMENT dated as of the Effective Date, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 4410 Arapahoe Ave., Suite 200, Boulder, Colorado 80303 and A SMART MOVE L.L.C. (“Borrower”), whose address is 5350 Roslyn Street, Suite 380, Greenwood Village, Colorado 80111 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
A Smart Move L.L.C. Service AgreementService Agreement • February 10th, 2006 • Smart Move, Inc. • Colorado
This Agreement made on the 9th day of May 2005, by and between A Smart Move, L.L.C., a Colorado COMPANY, (dba Smart Move) its successors and assigns whose principal place of business is located at 5350 South Roslyn — Suite 380, Denver, Colorado 80111, and Overnite Transportation Company and assigns whose principal place of business is situated at 1000 Semmes Avenue, Richmond, VA 23224
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • February 10th, 2006 • Smart Move, Inc.
This Loan Modification Agreement is entered into as of June 21, 2005, by and between A Smart Move L.L.C. (the “Borrower”) and Silicon Valley Bank (“Bank”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 10th, 2006 • Smart Move, Inc.
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 29th day of August, 2005, by and between Silicon Valley Bank (“Bank”) and A Smart Move L.LC., a Colorado limited liability company (“Borrower”) whose address is 5350 S. Roslyn Street, Suite 380, Greenwood Village, Colorado 80111.
A SMART MOVE L.L.C. AMENDED AND RESTATED OPERATING AGREEMENT Dated November 30, 2005Operating Agreement • February 10th, 2006 • Smart Move, Inc. • Colorado
This Operating Agreement was made, executed and sworn to as of the 30th day of August, 2004, by and between Chris Sapyta, Stephen M. Bathgate, and Edward Johnson, as the Managers of the Company (the “Managers”) and Chris Sapyta, Gregory A. Henrikson, Chuck Hinkley, and Mike Ellis as the Initial Members of the Company (the “Initial Members”), and amended and restated on November 30, 2005.
DEFAULT WAIVER AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTDefault Waiver and Third • February 10th, 2006 • Smart Move, Inc. • Colorado
THIS DEFAULT WAIVER AND THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 21st day of December, 2005, by and between Silicon Valley Bank (“Bank”) and A Smart Move L.L.C., a Colorado limited liability company (“Borrower”) whose address is 5350 Roslyn Street, Suite 380, Greenwood Village, CO 80111.
OFFICE BUILDING LEASE LANDLORD: Mack-Cali Realty, L.P., a Delaware limited partnership TENANT: A Smart Move, LLC, a Colorado limited liability company BUILDING: 5350 South Roslyn Street, Suite 380 Greenwood Village, CO 80111 DATE:Office Building Lease • February 10th, 2006 • Smart Move, Inc. • Colorado
THIS LEASE is made by and between Mack-Cali Realty, L.P., a Delaware limited partnership (hereinafter referred to as “Landlord”), and A Smart Move, LLC, a Colorado limited liability company (herein after referred to as “Tenant”).
SECURITY AGREEMENTSecurity Agreement • February 10th, 2006 • Smart Move, Inc. • Colorado
This Security Agreement (“this Agreement”) is made this date by and between A Smart Move L.L.C. (“Debtor”) and the persons listed on Exhibit A to this Agreement (“Secured Parties”).
MASTER PURCHASE AGREEMENTMaster Purchase Agreement • February 10th, 2006 • Smart Move, Inc. • Kentucky
This Master Purchase Agreement (this “Agreement”) is made effective as of the 24th day of August, 2005 (“Effective Date”), by and between **Portions of this exhibit have been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions** and A SMART MOVE L.L.C., a Colorado limited liability company with an address of 5350 Roslyn Street, Suite 400, Greenwood Village, Colorado 80111 (“Smart Move”).
