Filed by Bowne Pure Compliance






Exhibit 4.4




REGISTRATION RIGHTS AGREEMENT



This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of this [_____] day of
                    , 2009 is made by and among SMART MOVE, INC., a Delaware corporation, (the
“Company”), and JOHN THOMAS BRIDGE & OPPORTUNITY FUND, L.P. (the “Purchaser”).



[WHEREAS, the Purchaser has acquired [_____] shares of Common Stock (“Equity Shares”), a warrant to
purchase [_____] shares of Common Stock (“Warrant Shares”) and [_____] shares of Common Stock
issuable upon conversion of a debenture (“Debenture Shares”);] and



[WHEREAS, the Company has undertaken to register the resale of the Shares, Warrant Shares, and
Debenture Shares pursuant to the terms set forth herein.]



NOW, THEREFORE, the Company and the Purchaser hereby covenant and agree as follows:




1. Definitions. As used herein, the following terms shall have the following
respective meanings:



“Additional Effective Date” shall mean the date the Additional Registration Statement
is declared effective by the SEC.



“Additional Effectiveness Deadline” shall mean the date which is one hundred and
eighty (180) calendar days after the Additional Filing Date.



“Additional Filing Date” shall mean the date on which the Additional Registration
Statement is filed with the SEC.



“Additional Filing Deadline” shall mean if Registrable Securities are required to be
included in the Additional Registration Statement, the later of (i) ninety (90) days after the
Effective Date or the last preceding Additional Effective Date, as the case may be, or (ii) six (6)
months after the Effective Date or the last preceding Additional Effective Date in the event the
SEC were to deem the former ninety-day period in (i) as premature for filing the Additional
Registration Statement or (iii) the date which is six (6) weeks after substantially all of the
Registrable Securities registered under the immediately preceding Registration Statement are sold,
as applicable.



“Additional Registration Statement” shall mean a registration statement or
registration statements of the Company filed under the Securities Act covering any Registrable
Securities.



“Common Stock” shall mean the common stock, par value $0.001 per share, of the
Company.



“Debenture” shall mean the a debenture in the principal amount of $300,000, bearing
interest at the rate of 10% per annum issued by the Company to the
Purchaser on November [_____], 2008.



“Debenture Shares” shall mean the [_____] shares of Common Stock issued upon a default
conversion of all of or a portion of the $300,000 principal amount of debenture issued by the
Company to the Purchaser on November [_____], 2008.



“Effective Date” shall mean the date the Registration Statement is declared effective
by the SEC.



“Effective Deadline” shall mean the 90th day after the filing of the
Registration Statement.



“Equity Shares” shall mean the [_____] shares of Common Stock acquired by the Purchaser
by the Company pursuant to Section 2.2 of the Bridge Loan Agreement.


 


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“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.



“Filing Deadline” shall mean the later of (i) the [60th day after the
issuance of the Equity Shares and Warrant] [60th day after the conversion of all or part
of the Debenture]and (ii) the earlier of (A) ten days after the Company files its Annual Report on
Form 10-K for the 2008 fiscal year, or (B) April 30, 2009.



“Holder” or “Holders” shall mean any person or persons to whom Registrable
Securities were originally issued or qualifying transferees under Section 2.11 hereof who hold
Registrable Securities for purposes of any registration under Section 2.



“Bridge
Loan Agreement” shall mean the Bridge Loan Agreement dated November [_____], 2008 by and between the Company and the Purchaser.



“Register,” “registered” and “registration” each shall refer to a
registration effected by preparing and filing a registration statement or statements or similar
documents in compliance with the Securities Act and the declaration or ordering of effectiveness of
such registration statement or document by the SEC.



“Registrable Securities” the Equity Shares, Warrant Shares, Debenture Shares and the
shares of Common Stock issuable in connection with or as a result of any stock splits, stock
dividends, reclassifications, recapitalizations or similar events; provided,
however, that shares of Common Stock which are Registrable Securities shall cease to be
Registrable Securities (i) upon their sale pursuant to a registration statement or Rule 144 under
the Securities Act, (ii) upon any sale in any manner to a person or entity which is not entitled to
the rights under this Agreement, or (iii) at such time as such Registrable Securities become
eligible for sale pursuant to Rule 144 under the Securities Act or another similar exemption under
the Securities Act.



“Registration Statement” shall mean any registration statement of the Company filed
under the Securities Act that covers the resale of any of the Registrable Securities pursuant to
the provisions of this Agreement, amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits and material incorporated by reference in such
Registration Statement, as well as any Additional Registration Statement.



“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the SEC thereunder, all as the same shall be in effect at the applicable time.



“SEC” shall mean the U.S. Securities and Exchange Commission, or any other federal
agency at the time administering the Securities Act.



“Warrants” shall mean the common stock purchase warrants issued to the Purchaser by
the Company pursuant to Section 2.2 of the Bridge Loan Agreement.



“Warrant
Shares” shall mean the [_____] shares of Common Stock issuable upon exercise of the Warrant pursuant to Section 2.2 of the Bridge Loan Agreement.




2. Registration Rights.




2.1 Demand Registration.



(a) As soon as possible after [the issuance of the Equity Shares and the Warrant], [the
conversion of all or part of the Debenture], the Company shall file a Registration Statement with
the SEC covering the resale of all of the Registrable Securities. The Company shall use
commercially reasonable efforts to have the Registration Statement declared effective as soon as
practicable. In the event that the Company is unable to register for resale under Rule 415 all of
the Registrable Securities on the Registration Statement that it has agreed to file pursuant to
Section 2(a) due to limits imposed by the SEC’s interpretation of Rule 415, then the Company shall
be obligated to include in such Registration Statement (as withdrawn and refiled if necessary to
comply with Rule 415) only such limited portion of the Registrable Securities as the SEC shall
permit. Any exclusion of Registrable Securities shall
be made pro rata among the Holders in proportion to the number of Registrable Securities held
by such Holders. Any request for acceleration of the Registration Statement shall seek
effectiveness at 5:00 p.m., New York time, or as soon thereafter as practicable. The Company shall
notify the Holders by facsimile or e-mail as soon as promptly practicable, and in any event, prior
to 9:00 a.m., New York time, on the day after any Registration Statement is declared effective,
shall file with the SEC under Rule 424 a final prospectus as promptly as practicable, and in any
event, prior to 9:00 a.m., New York time, on the day after any Registration Statement is declared
effective.


 


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(b) The Company shall prepare, and, as soon as practicable but in no event later than the
Additional Filing Deadline, file with the SEC an Additional Registration Statement on Form S-1 (or
Form S-3, if applicable) covering the resale of all of the Registrable Securities not previously
registered in a Registration Statement or a preceding Additional Registration Statement as the case
may be. To the extent the SEC does not permit the aforesaid Registrable Securities to be
registered on an Additional Registration Statement, the Company shall file Additional Registration
Statements successively trying to register on each such Additional Registration Statement the
maximum number of remaining Registrable Securities until the resale of the remaining Registrable
Securities have been registered with the SEC. The Company shall use its commercially reasonable
efforts to have each Additional Registration Statement declared effective by the SEC as soon as
practicable, but in no event later than the Additional Effectiveness Deadline. By 9:00 a.m. New
York time on the business day following the Additional Effective Date, the Company shall file with
the SEC in accordance with Rule 424 the final prospectus to be used in connection with sales
pursuant to such Additional Registration Statement.




(c) If a Registration Statement or Additional Registration Statement covering the
Registrable Securities is not filed with the SEC on or prior to the Filing Deadline or
Additional Filing Deadline, respectively, the Company will make pro rata payments to each
Holder, as liquidated damages and not as a penalty, in an amount equal to 1.25% of the
principal amount of the Debenture for each 30-day period or pro rata for any portion thereof
following the Filing Deadline or Additional Filing Deadline for which no Registration
Statement or Additional Registration Statement, as the case may be, is filed with respect to
the Registrable Securities. If a Registration Statement or Additional Registration
Statement covering the Registrable Securities is not declared effective by the SEC prior to
the earlier of (i) 10 (15) business days after the SEC shall have informed the Company that
there will be no further comments on the Registration Statement, or the Additional
Registration Statement, as the case may be, (ii) the Effective Deadline or (iii) an
Additional Effectiveness Deadline (either (i), (ii) or (iii) shall be deemed the
“Effectiveness Deadline”), the Company will make pro rata payments to each Holder, as
liquidated damages and not as a penalty, in an amount equal to 1.25% of the a the principal
amount of the Debenture for each 30-day period or pro rata for any portion thereof following
the Effectiveness Deadline for which no Registration Statement is declared effective with
respect to the Registrable Securities; provided, however, that no such damages shall apply
(i) that would exceed an aggregate 10% of the principal amount of the Debenture, (ii) during
any period when the Holder is subject to any lock-up agreement or similar arrangement, (iii)
to the extent the delay is caused by any act or omission of the Holder in furnishing
information needed to register the shares, and (iv) to the proportionate extent issued
 shares or underlying shares are eligible to be sold under Rule 144 promulgated under the
Securities Act without any volume or holding period limitation.



Such payments shall constitute the Holders exclusive monetary remedy for such events, but
shall not affect the right of the Holders to seek injunctive relief. Such payments shall be made
to each Holder in cash.2.5



Company Obligations.



The Company will use commercially reasonable efforts to effect the registration of the
Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will,
as expeditiously as possible:



(a) use commercially reasonable efforts to cause such Registration Statement to become
effective at 5:00 p.m., New York time, or as soon thereafter as practicable and to remain
continuously effective for a three-year period (the “Effectiveness Period”) and advise the
Purchaser in writing when the Effectiveness Period has expired;



(b) prepare and file with the SEC such amendments and post-effective amendments to the
Registration Statement and the Prospectus as may be necessary to keep the Registration
Statement effective for the Effectiveness Period and to comply with the provisions of the
Securities Act and the Exchange Act with respect to the distribution of all of the Registrable
Securities covered thereby;


 


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(c) provide copies to Holders counsel to review each Registration Statement and all
amendments and supplements thereto no fewer than three (3) business days prior to their filing
with the SEC and not file any document to which such counsel reasonably objects;



(d) furnish to the Holders counsel (i) promptly after the same is prepared and publicly
distributed, filed with the SEC, or received by the Company (but not later than two (2) Business
Days after the filing date, receipt date or sending date, as the case may be) one (1) copy of any
Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus
and each amendment or supplement thereto, and each letter written by or on behalf of the
Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the
staff of the SEC, in each case relating to such Registration Statement (other than any portion of
any thereof which contains information for which the Company has sought confidential treatment),
and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and
all amendments and supplements thereto and such other documents as each Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities owned by such Holder
that are covered by the related Registration Statement;



(e) use commercially reasonable efforts to (i) prevent the issuance of any stop order or
other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of
any such order at the earliest possible moment;



(f) prior to any public offering of Registrable Securities, use best efforts to (i)
register or qualify or cooperate with the Holders and their counsel in connection with the
registration or qualification of such Registrable Securities for offer and sale under the
securities or blue sky laws of such jurisdictions requested by the Holders and (ii) do any and
all other acts or things necessary or advisable to enable the distribution in such
jurisdictions of the Registrable Securities covered by the Registration Statement; provided,
however, that the Company shall not be required in connection therewith or as a condition
thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 2.5(f), (ii) subject itself to general taxation in any
jurisdiction where it would not otherwise be so subject but for this Section 2.5(f), or (iii)
file a general consent to service of process in any such jurisdiction;



(g) use commercially reasonable efforts to cause all Registrable Securities covered by a
Registration Statement to be listed on each securities exchange, interdealer quotation system
or other market on which similar securities issued by the Company are then listed;



(h) immediately notify the Holders, at any time prior to the end of the Effectiveness
Period, upon discovery that, or upon the happening of any event as a result of which, the
Prospectus includes an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing, and promptly prepare, file with the SEC and furnish
to such holder a supplement to or an amendment of such Prospectus as may be necessary so
that such Prospectus shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing; and



(i) otherwise use best efforts to comply with all applicable rules and regulations of the
SEC under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under
the Securities Act, file any final Prospectus, including any supplement or amendment thereof,
with the SEC pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing
if, at any time during the Effectiveness Period, the Company does not satisfy the conditions
specified in Rule 172 and, as a result thereof, the Holders are required to deliver a
Prospectus in connection with any disposition of Registrable Securities and take such
other actions as may be reasonably necessary to facilitate the registration of the
Registrable Securities hereunder.




2.6 Obligations of Holders.



(a) Each Holder shall furnish in writing to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the Registrable
Securities held by it, as shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such registration as the
Company may reasonably request. At least ten (10) business
days prior to the first anticipated filing date of any Registration Statement, the Company
shall notify each Holder of the information the Company requires from such Holder if such Holder
elects to have any of the Registrable Securities including in the Registration Statement. A Holder
shall provide such information to the Company at least two (2) business days prior to the first
anticipated filing date of such Registration Statement if such Holder elects to have any of the
Registrable Securities included in the Registration Statement.


 


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(b) Each Holder, by its acceptance of the Registrable Securities agrees to cooperate with the
Company as reasonably requested by the Company in connection with the preparation and filing of a
Registration Statement hereunder, unless such Holder has notified the Company in writing of its
election to exclude all of its Registrable Securities from such Registration Statement.




2.7 Expenses of Registration.



All expenses incurred in connection with any registration, qualification or compliance
pursuant to Section 2 hereof, including without limitation, all registration, filing and
qualification fees, printing expenses, fees and disbursements of counsel for the Company and
expenses of any special audits incidental to or required by such registration, shall be borne by
the Company except as follows:



(a) the Company shall not be required to pay fees or disbursements of legal counsel of the
Holders other than one special counsel to represent all Holders to be selected by a majority of the
Holders participating in the registration as set forth in Section 2.1 hereof, provided,
however, that in no event shall the Company be required to reimburse legal fees in excess
of $7,500 per registration statement; and



(b) the Company shall not be required to pay underwriters’ fees, discounts or commissions
relating to Registrable Securities.



All expenses of any registered offering not otherwise borne by the Company shall be borne pro
rata among the Holders participating in the offering (and the Company, if it is selling securities
in the offering) on the basis of the number of shares registered.




2.8 Indemnification and Contribution



(a) The Company will indemnify and hold harmless each Holder of the Registrable Securities
covered by a registration, each other person, if any, who controls such Holder within the meaning
of the Securities Act, with respect to which such registration, qualification or compliance that
has been effected pursuant to Section 2 hereof, and each underwriter, if any, and each person who
controls any underwriter of the Registrable Securities held by or issuable to such Holder from and
against all claims, losses, expenses, damages and liabilities (or actions in respect thereto)
arising out of or based upon (i) any untrue statement (or alleged untrue statement) of a material
fact contained in any prospectus, offering circular or other document (including any related
registration statement, notification or the like) incident to any such registration, qualification
or compliance, (ii) the omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, or (iii) any
violation by the Company of any rule or regulation promulgated under the Securities Act or any
state securities law applicable to the Company and relating to action or inaction required by the
Company in connection with any such registration, qualification or compliance, and will reimburse
each such Holder, each of its officers, directors, manager, members and partners, and each person
controlling such Holder, each such underwriter and each person who controls any such underwriter,
for any reasonable legal and other expenses reasonably incurred by it in connection with
investigating, defending or settling any such claim, loss, damage, liability or action; provided,
however, that the indemnity agreement contained in this Section 2.8 shall not apply to amounts paid
in settlement of any such claim, loss, damage, liability, or action if such settlement is effected
without the consent of the Company (which consent shall not be unreasonably withheld), and
provided, further, that the Company will not be liable in any such case if and to the extent that
any such loss, claim, damage or liability arises out of or is based upon the Company’s reliance on
an untrue statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by any such Holder, any such underwriter or any such
controlling person in writing specifically for use in such registration statement or prospectus and
the Company shall not be liable in any such case to the extent that any such loss, claim, damage or
liability (or action in respect thereof) arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission in such
registration statement, which untrue statement or alleged untrue statement or omission or
alleged omission is completely corrected in an amendment or supplement to the registration
statement and the undersigned indemnitees thereafter fail to deliver or cause to be delivered such
registration statement as so amended or supplemented prior to or concurrently with the sale of the
Registrable Securities to the person asserting such loss, claim, damage or liability (or actions in
respect thereof) or expense after the Company has furnished the undersigned with the same.


 


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(b) Each Holder of Registrable Securities covered by a registration statement shall, severally
and not jointly, indemnify and hold harmless the Company, each of its directors and officers, each
underwriter, if any, of the Company’s securities covered by such a registration statement, each
person who controls the Company within the meaning of the Securities Act, and each other such
Holder, each of its officers, directors, managers, members and partners and each person controlling
such other Holder, against all claims, losses, expenses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and will reimburse the
Company, such other Holders, such directors, officers, mangers, members, partners, persons or
underwriters for any reasonable legal or any other expenses incurred in connection with
investigating, defending or settling any such claim, loss, damage, liability or action, in each
case to the extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holder specifically for use
therein; provided, however, the total amount for which any Holder shall be liable under this
Section 2.8(b) shall not in any event exceed the aggregate proceeds received by such Holder from
the sale of Registrable Securities held by such Holder in such registration.



(c) Each party entitled to indemnification under Section 2.8 hereof (the “Indemnified Party”)
shall give notice to the party required to provide indemnification (the “Indemnifying Party”)
promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may
be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting there from, provided, that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose
approval shall not be unreasonably withheld), and the Indemnified Party may participate in such
defense at such party’s expense, and provided, further, that the failure of any Indemnified Party
to give notice as provided herein, shall not relieve the Indemnifying Party of its obligations
hereunder, unless such failure resulted in actual detriment to the Indemnifying Party. No
Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent
of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or litigation.



(d) In order to provide for just and equitable contribution to joint liability under the
Securities Act in any case in which either (i) any Holder of Registrable Securities exercising
rights under this Agreement, or any controlling person of any such holder, makes a claim for
indemnification pursuant to Section 2.8 hereof but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be enforced in such
case notwithstanding the fact that Section 2.6 hereof provides for indemnification in such case, or
(ii) contribution under the Securities Act may be required on the part of any such selling Holder
or any such controlling person in circumstances for which indemnification is provided under Section
2.8 hereof; then, and in each such case, the Company and such Holder will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportion so that such Holder is responsible for the portion represented by
the percentage that the public offering price of its Registrable Securities offered by the
registration statement bears to the public offering price of all securities offered by such
registration statement, and the Company is responsible for the remaining portion; provided, that,
in any such case, (A) no such Holder will be required to contribute any amount in excess of the
public offering price of all such Registrable Securities offered by it pursuant to such
registration statement and (B) no person or entity guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any
person or entity who was not guilty of such fraudulent misrepresentation.


 


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2.9 Information by Holder.



Each Holder of Registrable Securities included in any registration shall promptly furnish to
the Company such information regarding such Holder or Holders as the Company may request in writing
and as shall be required in connection with any registration, qualification or compliance referred
to herein.




2.10 Rule 144 Reporting.



With a view to making available to Holders the benefits of certain rules and regulations of
the SEC, which may permit the sale of the Registrable Securities to the public without
registration, the Company shall use its best efforts to:



(a) make and keep public information available, as those terms are understood and defined in
SEC Rule 144 under the Securities Act;



(b) use its best efforts to file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;



(c) so long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith
upon request a written statement by the Company as to its compliance with the reporting
requirements of said Rule 144, and of the Securities Act and the Exchange Act (at any time after it
has become subject to such reporting requirements), a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed by the Company as the Holder
may reasonably request in writing in complying with any rule or regulation of the SEC allowing the
Holder to sell any such securities without registration.




2.11 Assignment of Registration Rights.



The rights to have the Company register Registrable Securities pursuant to this Agreement may
be assigned by the Holders to transferees or assignees of such Securities; provided, that the
Company is, within a reasonable time after such transfer, furnished with written notice of the name
and address of such transferee or assignee and the securities with respect to which such
registration rights are being assigned; and provided, further, that the transferee or assignee of
such rights assumes in writing the obligations of such Holder under this Agreement. The term
“Holder(s)” as used in this Agreement shall include such permitted assigns.




2.12 Waivers and Amendments.



With the written consent of the Holders of more than 50% of the Registrable Securities then
outstanding and the Company, the obligations of the Company and the rights of the Holders of the
Registrable Securities pursuant to Section 2 hereof may be waived (either generally or in a
particular instance, either retroactively or prospectively and either for a specified period of
time or indefinitely), and with the same consent, the Company, when authorized by resolution of its
Board of Directors, may enter into a supplementary agreement for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of Section 2 hereof;
provided, however, that no such modification, amendment or waiver shall reduce the percentage of
the Holders of Registrable Securities required to amend or modify Section 2 hereof unless the
consent of a majority of the Holders of the Registrable Securities then outstanding has been
obtained. Upon the effectuation of each such waiver, consent, agreement of amendment or
modification, the Company shall promptly give written notice thereof to the record Holders of the
Registrable Securities who have not previously consented thereto in writing.




3. Changes in Capital Stock.



If, and as often as, there is any change in the capital stock of the Company by way of a stock
split, stock dividend, combination or reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof so that the rights and privileges granted hereby shall continue as so
changed.


 


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4. Representations, Warranties and Covenants of the Company.




The Company represents and warrants to the Holders as follows:



(a) The execution, delivery and performance of this Agreement by the Company have been duly
authorized by all requisite corporate action and will not violate any provision of law, any order
of any court or other agency of government, the Certificate of Formation or By-laws of the Company
or any provision of any indenture, agreement or other instrument to which it or any or its
properties or assets is bound, conflict with, result in a breach of or constitute (with due notice
or lapse of time or both) a default under any such indenture, agreement or other instrument or
result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever
upon any of the properties or assets of the Company or its subsidiaries.



(b) This Agreement has been duly executed and delivered by the Company and constitutes the
legal, valid and binding obligation of the Company, enforceable in accordance with its terms,
subject to any applicable bankruptcy, insolvency or other laws affecting the rights of creditors
generally and to general equitable principles and the availability of specific performance.




The Company covenants to the Holders as follows:



(a) Prior to closing on any reorganization, merger or other transaction in which the Company
(or its parent as a result of such transaction) becomes subject to the reporting obligations of the
Exchange Act, the Company will require its parent or the surviving entity to assume the obligations
of the Company pursuant to this Agreement.




5. Miscellaneous.



(a) Notices. Any notice required or permitted by any provision of this Agreement shall
be given in writing, and shall be delivered either personally or by registered or certified mail,
postage prepaid, addressed (i) in the case of the Company, to Smart Move, Inc., 5990 Greenwood
Plaza Blvd, #2 Suite 390, Greenwood Village, Colorado 80111, Attention: Chris Sapyta, Chief
Executive Officer, fax:                      (ii) in the case of any Holder which or who is an original
party to this Agreement at the address of such Holder as set forth in the records of the Company or
such other address for such Holder(s) as shall be designated in writing from time to time by such
Holder(s); and (iii) in the case of any permitted transferee of a party to this Agreement or its
transferee, to such transferee at its address as designated in writing by such transferee to the
Company from time to time.



(b) Binding Effect. This Agreement and each and every term, covenant and condition
thereof, including all restrictions herein contained upon the sale, transfer, assignment or other
disposition or encumbrance of stock, shall be binding upon and inure to the benefit of the
transferees, legatees, donees, heirs, executors, administrators, personal representatives,
successors and assigns of each of the parties.



(c) Entire Agreement. This instrument contains the entire understanding of the parties
with respect to the subject matter hereof and supersedes any prior agreements with respect to such
subject matter.



(d) Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York.



(e) Severability. The invalidity or unenforceability of any provision hereof shall not
in any way affect the validity or enforceability of any other provision.



(f) Successors. Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefits of, and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.



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IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement effective
as of the day and year first above written.



	 	 	 	 	 	 	 
	SMART MOVE, INC.	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 
	 	 	Name:

	 	 

	 	 
	 

	 	 	 	 	 	 
	 	 	Title:

	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	JOHN THOMAS BRIDGE & OPPORTUNITY FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	 	 
	 	 	Title:
	 	 	 	 







 


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