Filed by Bowne Pure Compliance





Exhibit 4.1




[SMART MOVE LETTERHEAD]




July 28, 2008




Thomas P. Grainger

Post Office Box 7

Saratoga, WY 82331




EQUITY INVESTMENT COMMITMENT AND AGREEMENT FOR CONVERSION OF DEBT TO EQUITY




This Equity Investment Commitment and Agreement for Conversion of Debt to Equity (this
“Commitment”) is signed by Thomas P. Grainger (“Purchaser”) and Smart Move, Inc. (he “Company”)
for the purpose of confirming Purchaser’s commitment on the terms herein set forth: i) to provide
additional equity funding to the Company in the aggregate amount of $750,000, through the purchase
for cash of an aggregate 2,343,750 of restricted shares of the Company’s common stock, ($.0001 par
value) and the issuance of 3,515,625 common stock purchase warrants exercisable at $0.40 for a
period of five years; and ii) to convert $740,000 of principal indebtedness and accrued interest on
the terms set forth herein.



1. Committed New Investment of $750,000 in Restricted Shares of Common Stock; Agreed Conversion of
Debt to Equity



Purchaser will provide new funding of $750,000 by means of the purchase of an aggregate 2,343,750
restricted shares of the Company’s common stock at $0.32 per share (the “Transaction Share Price”)
pursuant to the “Transaction Terms” set forth in Paragraph 2 below. The gross proceeds of $750,000
for the purchase of the equity shall be net of the accrued interest on the notes that are being
converted to equity as part of this agreement. The amount of accrued interest shall be as
described on Exhibit A at the date of funding of the $750,000. For example, if the date of funding
is August 15, 2008, the net proceeds to the Company shall be $737,296.62 (which is the $750,000.00
less the accrued interest on the notes of $12,703.38). Purchaser has also agreed to convert
Purchaser’s existing 7% Unsecured Convertible Note due September 2, 2010 in the face amount of
$540,000 and Purchaser’s existing 12% Unsecured Convertible Note due January 22, 2009 in the face
amount of $200,000 in accordance with the Transaction Terms which will be incorporated into one or
more appropriate implementing agreements, including a common stock purchase warrant as described in
Paragraph 2 below. Purchaser intends and agrees that the Company may rely on the terms of the
Purchaser’s funding commitment as
expressed herein as a firm subscription to purchase common stock and convert debt to equity as
herein provided.


 


 









 






	2.	 	Transaction Terms:







	 	a)	 	Purchaser is considered “a related person” and thus the terms hereof are subject to
obtaining all required approvals of the Company’s Audit Committee and Board as prescribed
by the American Stock Exchange for listed companies and for the listing of additional
 shares.







	 	b)	 	The shares will be restricted shares and bear a legend that they may only be sold
pursuant to Rule 144 under the Securities Act.







	 	c)	 	An Operations Funding Agreement will be entered into on terms consistent with the
terms hereof. All committed shares will be purchased within 30 days.







	 	d)	 	Purchaser will be granted a new 5 year common stock purchase warrant covering 150% of
newly purchased restricted shares at an exercise price of $0.40 cents per share.







	 	e)	 	In addition to restricted shares of common stock being acquired by Purchaser’s new
cash purchase as described in Section 1 above, the Purchaser has agreed pursuant to this
Commitment to convert the entire balance of principal owing under Purchaser’s existing
$540,000 convertible note due September 2, 2010 and the Purchase’s existing $200,000
convertible note due January 22, 2009 into shares of restricted common stock at the
Transaction Share Price, which is less than the $0.80 conversion price applicable under
the $540,000 Note being converted, and less than the $0.75 conversion price applicable
under the $200,000 note being converted.







	 	f)	 	The shares issuable as a result of the agreed conversion are also to be restricted
 shares and bear a legend that they may only be sold pursuant to all requirements of Rule
144 under the Securities Act.







	 	g)	 	The Transaction Terms are subject to requirements and conditions the American Stock
Exchange may impose pursuant to its additional listing requirements, including any
conditions of approval of the Company’s plan to restore compliance with AMEX listing
standards.







	 	h)	 	Proceeds from the sale of restricted shares will be used for general corporate
purposes.






	 	 	 	 	 	 	 
	SMART MOVE, INC.	 	PURCHASER
	 
	 	 	 	 	 	 
	By:

	 	/s/ Chris Sapyta
	 	By:
	 	/s/ Thomas P. Grainger
	 

	 	 
	 	 	 	 
	Name:

	 	Chris Sapyta
	 	 	 	Thomas P. Grainger
	 

	 	 	 	 	 	 
	Title/Capacity: President and CEO	 	 	 	 





 


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EXHIBIT A




Details of Accrued Interest Calculation




Interest Payable




Daily Rate Calculation:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Interest	 	 	 	 	 	 	Daily	 
	 	 	Amount	 	 	Rate	 	 	Days	 	 	Rate	 
	 
	 	$	540,000	 	 	 	7	%	 	 	360	 	 	 	105.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	$	200,000	 	 	 	12	%	 	 	360	 	 	 	66.67	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	171.67	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Amount of Interest to be deducted from $750,000 funding, dependent on date of close




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of Days	 	 	 	 	 	 	 	 	 	 
	 	 	of Interest	 	 	 	 	 	 	 	 	 	 
	 	 	accrual after	 	 	Loan #1	 	 	Loan #2	 	 	Total Interest	 
	Date of Funding	 	Aug. 1st	 	 	$540,000	 	 	$200,000	 	 	Due from Proceeds	 
	8/14/2008
	 	 	13	 	 	$	7,665.00	 	 	$	4,866.71	 	 	$	12,531.71	 
	8/15/2008
	 	 	14	 	 	$	7,770.00	 	 	$	4,933.38	 	 	$	12,703.38	 
	8/16/2008
	 	 	15	 	 	$	7,875.00	 	 	$	5,000.05	 	 	$	12,875.05	 
	8/17/2008
	 	 	16	 	 	$	7,980.00	 	 	$	5,066.72	 	 	$	13,046.72	 
	8/18/2008
	 	 	17	 	 	$	8,085.00	 	 	$	5,133.39	 	 	$	13,218.39	 
	8/19/2008
	 	 	18	 	 	$	8,190.00	 	 	$	5,200.06	 	 	$	13,390.06	 
	8/20/2008
	 	 	19	 	 	$	8,295.00	 	 	$	5,266.73	 	 	$	13,561.73	 
	8/21/2008
	 	 	20	 	 	$	8,400.00	 	 	$	5,333.40	 	 	$	13,733.40	 
	8/22/2008
	 	 	21	 	 	$	8,505.00	 	 	$	5,400.07	 	 	$	13,905.07	 
	8/23/2008
	 	 	22	 	 	$	8,610.00	 	 	$	5,466.74	 	 	$	14,076.74	 
	8/24/2008
	 	 	23	 	 	$	8,715.00	 	 	$	5,533.41	 	 	$	14,248.41	 
	8/25/2008
	 	 	24	 	 	$	8,820.00	 	 	$	5,600.08	 	 	$	14,420.08	 







 


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