ContractSmart Move, Inc. • October 10th, 2006 • Trucking (no local) • 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.
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2006 • Smart Move, Inc. • Trucking (no local) • Colorado
EMPLOYMENT AGREEMENT (this “Agreement”), effective as of January 15, 2006 (the “Effective Date”), between Edward Johnson (“Executive”) and Smart Move, LLC, a Colorado Limited Liability Company (“Employer”).
LOAN AND SECURITY AGREEMENT A SMART MOVE L.L.C.Loan and Security Agreement • October 10th, 2006 • Smart Move, Inc. • Trucking (no local)
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 • October 10th, 2006 • Smart Move, Inc. • Trucking (no local) • 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 • October 10th, 2006 • Smart Move, Inc. • Trucking (no local)
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”).
MASTER PURCHASE AGREEMENTMaster Purchase Agreement • October 10th, 2006 • Smart Move, Inc. • Trucking (no local) • Kentucky
This Master Purchase Agreement (this “Agreement”) is made effective as of the 24th day of August, 2005 (“Effective Date”), by and between LINPAC MATERIALS HANDLING INC., a Kentucky corporation with an address of 120 Commerce Court, Georgetown, Kentucky 40324 (“Linpac”) 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”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 10th, 2006 • Smart Move, Inc. • Trucking (no local)
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.
SECURITY AGREEMENTSecurity Agreement • October 10th, 2006 • Smart Move, Inc. • Trucking (no local) • Colorado
THIS SECURITY AGREEMENT is made as of this 26th day of September, 2005, by and between A Smart Move L.L.C., whose address is 5350 South Roslyn Street, #380, Greenwood Village, Colorado 80111 (“Borrower”) and each of the persons listed on Schedule 1 to this Agreement (each a “Secured Party” and collectively the “Secured Parties”).
A SMART MOVE L.L.C. AMENDED AND RESTATED OPERATING AGREEMENT Dated November 30, 2005Operating Agreement • October 10th, 2006 • Smart Move, Inc. • Trucking (no local) • 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 • October 10th, 2006 • Smart Move, Inc. • Trucking (no local) • 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.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 10th, 2006 • Smart Move, Inc. • Trucking (no local) • Delaware
This Agreement and Plan of Merger (this “Merger Agreement”) is entered into as of June 9, 2006, by and between A Smart Move L.L.C., a Colorado limited liability company (“Smart Move LLC”), and Smart Move, Inc., a Delaware corporation and a wholly owned subsidiary of Smart Move LLC (“Smart Move, Inc.”).
First Amendment to the Employment AgreementEmployment Agreement • October 10th, 2006 • Smart Move, Inc. • Trucking (no local)
This First Amendment to the Employment Agreement (this “Amendment”) is made effective as of the 15th day of September, 2006 by and between Smart Move, LLC, a Colorado limited liability company (the “Employer”), on the one hand, and Edward Johnson (the “Executive”), on the other hand. Capitalized terms not defined in this Amendment shall have the meanings set forth in the Agreement (as defined below).
SUBORDINATED CONVERTIBLE NOTESmart Move, Inc. • October 10th, 2006 • Trucking (no local) • Colorado
FOR VALUE RECEIVED, A SMART MOVE L.L.C., a Colorado limited liability company, 5990 Greenwood Plaza Blvd, Suite 390, Greenwood Village, Colorado 80111, and its successors and assigns, (the “Maker”) promises to pay to the order of [INVESTOR] at [INVESTOR ADDRESS] (the “Holder”) or at such other place as Holder may from time to time designate in writing, the principal sum of ___ Million Dollars ($ .00)] in lawful money of the United States of America, together with interest on so such thereof as is from time to time outstanding at the rate hereinafter provided, and payable as hereinafter provided.
SUBORDINATED CONVERTIBLE DEBENTURESmart Move, Inc. • October 10th, 2006 • Trucking (no local) • Colorado
FOR VALUE RECEIVED, A SMART MOVE L.L.C., a Colorado limited liability company, 5350 S. Roslyn Street, Suite 380, Greenwood Village, Colorado 80111, and its successors and assigns, (the “Maker”) promises to pay to the order of [INVESTOR] at [INVESTOR ADDRESS] (the “Holder”) or at such other place as Holder may from time to time designate in writing, the principal sum of [Seven Thousand Five Hundred Dollars ($7,500.00)] in lawful money of the United States of America, together with interest on so such thereof as is from time to time outstanding at the rate hereinafter provided, and payable as hereinafter provided.
DEFAULT WAIVER AND FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTDefault Waiver And • October 10th, 2006 • Smart Move, Inc. • Trucking (no local) • Colorado
THIS DEFAULT WAIVER AND FIFTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 5th day of October, 2006, 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.
LEASE AGREEMENT (Office) BRCP GREENWOOD CORPORATE PLAZA, LLC, a Delaware limited liability company (as Landlord) and A SMART MOVE L.L.C., a Colorado limited liability company (as Tenant)Lease Agreement • October 10th, 2006 • Smart Move, Inc. • Trucking (no local) • Colorado
THIS LEASE AGREEMENT (this “Lease”) made as of May 3, 2006 (the “Effective Date”), is between BRCP GREENWOOD CORPORATE PLAZA, LLC, a Delaware limited liability company, having an office at c/o Equity West Investment Partners, 1999 Broadway St., Suite 250, Denver, CO 80202 (“Landlord”), and A SMART MOVE L.L.C., a Colorado limited liability company, having an office at 5990 Greenwood Plaza Boulevard, Suite 390, Greenwood Village, CO 80111 (“Tenant”).
