Filed by Bowne Pure Compliance





Exhibit 4.3



Warrant Certificate No. ___



NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT
THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION
FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH
SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.




			
	 	 	 
	Effective Date: [    ], 2009
	 	Void After: [    ], 2012






SMART MOVE, INC.




WARRANT TO PURCHASE COMMON STOCK




Smart Move, Inc., a Delaware corporation (the “Company”), for value received on or prior to [    ], 2009 (the “Effective Date”), hereby issues to John Thomas Bridge & Opportunity Fund, L.P. (the
“Holder”) this Warrant (the “Warrant”) to purchase, [            ] shares (each such share as from time
to time adjusted as hereinafter provided being a “Warrant Share” and all such shares being the
“Warrant Shares”) of the Company’s Common Stock (as defined below), at the Exercise Price (as
defined below), as adjusted from time to time as provided herein, on or before [ ], 2012 (the
“Expiration Date”), all subject to the following terms and conditions. Unless otherwise defined in
this Warrant, terms appearing in initial capitalized form shall have the meaning ascribed to them
in that certain Purchase Agreement between the Company and the Holder pursuant to which this
Warrant was issued (the “Purchase Agreement”).



As used in this Warrant, (i) “Business Day” means any day other than Saturday, Sunday or any
other day on which commercial banks in the City of Houston, Texas, are authorized or required by
law or executive order to close; (ii) “Common Stock” means the common stock of the Company, par
value $0.0001 per share, including any securities issued or issuable with respect thereto or into
which or for which such shares may be exchanged for, or converted into, pursuant to any stock
dividend, stock split, stock combination, recapitalization, reclassification, reorganization or
other similar event; (iii) “Exercise Price” means $      per share of Common Stock, subject to
adjustment as provided herein; (iv) “Trading Day” means any day on which the Common Stock is traded
on the primary national or regional stock exchange on which the Common Stock is listed, or if not
so listed, the OTC Bulletin Board, if quoted thereon, is open for the transaction of
business; and (v) “Affiliate” means any person that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, a person, as such
terms are used and construed in Rule 144 promulgated under the Securities Act of 1933, as amended
(the “Securities Act”).



1. DURATION AND EXERCISE OF WARRANTS




(a) Exercise Period. The Holder may exercise this Warrant in whole or in part on any
Business Day on or before 5:00 P.M., Central Time, on the Expiration Date, at which time this
Warrant shall become void and of no value.


 


1









 





(b) Exercise Procedures.



(i) While this Warrant remains outstanding and exercisable in accordance with Section 1(a), in
addition to the manner set forth in Section 1(b)(ii) below, the Holder may exercise this Warrant in
whole or in part at any time and from time to time by:



(A) delivery to the Company of a duly executed copy of the Notice of Exercise attached as
Exhibit A;



(B) surrender of this Warrant to the Secretary of the Company at its principal offices or at
such other office or agency as the Company may specify in writing to the Holder; and



(C) payment of the then-applicable Exercise Price per share multiplied by the number of
Warrant Shares being purchased upon exercise of the Warrant (such amount, the “Aggregate Exercise
Price”) made in the form of cash, or by certified check, bank draft or money order payable in
lawful money of the United States of America or in the form of a Cashless Exercise to the extent
permitted in Section 1(b)(ii) below.



(ii) The Holder may, in its sole discretion, exercise all or any part of the Warrant in a
“cashless” or “net-issue” exercise (a “Cashless Exercise”) by delivering to the Company (1) the
Notice of Exercise and (2) the original Warrant, pursuant to which the Holder shall surrender the
right to receive upon exercise of this Warrant, a number of Warrant Shares having a value (as
determined below) equal to the Aggregate Exercise Price, in which case, the number of Warrant
Shares to be issued to the Holder upon such exercise shall be calculated using the following
formula:



	 	 	 	 	 	 	 	 	 
	 
	 	X
	 	=
	 	Y * (A - B)

 

A
	 	 






	 	 	 	 	 	 	 
	 
	 	with:
	 	X =
	 	the number of Warrant Shares to be issued to the Holder
	 	 	 	 	 	 	 
	 
	 	 	 	Y =
	 	the number of Warrant Shares with respect to which the
Warrant is being exercised
	 	 	 	 	 	 	 
	 
	 	 	 	A =
	 	the fair value per share of Common Stock on the date of
exercise of this Warrant
	 	 	 	 	 	 	 
	 
	 	 	 	B =
	 	the then-current Exercise Price of the Warrant






Solely for the purposes of this paragraph, “fair value” per share of Common Stock shall mean
(A) the average of the closing sales prices, as quoted on the primary national or regional stock
exchange on which the Common Stock is listed, or, if not listed, the OTC Bulletin Board if quoted
thereon, on the twenty (20) trading days immediately preceding the date on which the Notice of
Exercise is deemed to have been sent to the Company, or (B) if the Common Stock is not publicly
traded as set forth above, as reasonably and in good faith determined by the Board of Directors of
the Company as of the date which the Notice of Exercise is deemed to have been sent to the Company.



Notwithstanding the foregoing provisions of this Section 1(b)(ii), the Holder may not make a
Cashless Exercise if and to the extent that such exercise would require the Company to issue a
number of shares of Common Stock in excess of its authorized but unissued shares of Common Stock,
less all amounts of Common Stock that have been reserved for issue upon the conversion of all
outstanding securities convertible into shares of Common Stock and the exercise of all outstanding
options, warrants and other rights exercisable for shares of Common Stock. If the Company does not
have the requisite number of authorized but unissued shares of Common Stock to permit the Holder to
make a Cashless Exercise, the Company shall use commercially reasonable efforts to obtain the
necessary stockholder consent to increase the authorized number of shares of Common Stock to permit
such Holder to make a Cashless Exercise pursuant to this Section 1(b)(ii).


 


2









 





(iii) Upon the exercise of this Warrant in compliance with the provisions of this Section
1(b), and except as limited pursuant to the last paragraph of Section 1(b)(ii), the Company shall
promptly issue and cause to be delivered to the Holder a certificate for the Warrant Shares
purchased by the Holder. Each exercise of this
Warrant shall be effective immediately prior to the close of business on the date (the “Date
of Exercise”) that the conditions set forth in Section 1(b) have been satisfied, as the case may
be. On the first Business Day following the date on which the Company has received each of the
Notice of Exercise and the Aggregate Exercise Price (or notice of a Cashless Exercise in accordance
with Section 1(b)(ii)) (the “Exercise Delivery Documents”), the Company shall transmit an
acknowledgment of receipt of the Exercise Delivery Documents to the Company’s transfer agent (the
“Transfer Agent”). On or before the third Business Day following the date on which the Company has
received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall (X)
provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast
Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number
of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s
or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system,
or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program, issue and dispatch by overnight courier to the address as specified in the Notice of
Exercise, a certificate, registered in the Company’s share register in the name of the Holder or
its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to
such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for
all corporate purposes to have become the holder of record of the Warrant Shares with respect to
which this Warrant has been exercised, irrespective of the date of delivery of the certificates
evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise
pursuant to Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for
exercise is greater than the actual number of Warrant Shares being acquired upon such an exercise,
then the Company shall as soon as practicable and in no event later than three (3) Business Days
after any exercise and at its own expense, issue a new Warrant of like tenor representing the right
to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this
Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.



(iv) If the Company shall fail for any reason or for no reason to issue to the Holder, within
three (3) Business Days of receipt of the Exercise Delivery Documents, a certificate for the number
of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock
on the Company’s share register or to credit the Holder’s balance account with DTC for such number
of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this
Warrant, and if on or after such Business Day the Holder purchases (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares
of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company
(a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and
in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so
purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate
(and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation
to deliver to the Holder a certificate or certificates representing such shares of Common Stock and
pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the
product of (A) such number of shares of Common Stock, times (B) the closing bid price on the date
of exercise.



(c) Partial Exercise. This Warrant shall be exercisable, either in its entirety or,
from time to time, for part only of the number of Warrant Shares referenced by this Warrant. If
this Warrant is exercised in part, the Company shall issue, at its expense, a new Warrant, in
substantially the form of this Warrant, referencing such reduced number of Warrant Shares that
remain subject to this Warrant.



(d) Disputes. In the case of a dispute as to the determination of the Exercise Price
or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder
the number of Warrant Shares that are not disputed and resolve such dispute in accordance with
Section 15.



2. ISSUANCE OF WARRANT SHARES




(a) The Company covenants that all Warrant Shares will, upon issuance in accordance with the
terms of this Warrant, be (i) duly authorized, fully paid and non-assessable, and (ii) free from
all liens, charges and security interests, with the exception of claims arising through the acts or
omissions of any Holder and except as arising from applicable Federal and state securities laws.


 


3









 





(b) The Company shall register this Warrant upon records to be maintained by the Company for
that purpose in the name of the record holder of such Warrant from time to time. The Company may
deem and treat the registered Holder of this Warrant as the absolute owner thereof for the purpose
of any exercise thereof, any distribution to the Holder thereof and for all other purposes.



(c) The Company will not, by amendment of its certificate of formation, by-laws or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the taking of all action
necessary or appropriate in order to protect the rights of the Holder to exercise this Warrant, or
against impairment of such rights.



3. ADJUSTMENTS OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT SHARES




(a) The Exercise Price and the number of shares purchasable upon the exercise of this Warrant
shall be subject to adjustment from time to time upon the occurrence of certain events described in
this Section 3(a); provided, that notwithstanding the provisions of this Section 3, the
Company shall not be required to make any adjustment if and to the extent that such adjustment
would require the Company to issue a number of shares of Common Stock in excess of its authorized
but unissued shares of Common Stock, less all amounts of Common Stock that have been reserved for
issue upon the conversion of all outstanding securities convertible into shares of Common Stock and
the exercise of all outstanding options, warrants and other rights exercisable for shares of Common
Stock. If the Company does not have the requisite number of authorized but unissued shares of
Common Stock to make any adjustment, the Company shall use its commercially best efforts to obtain
the necessary stockholder consent to increase the authorized number of shares of Common Stock to
make such an adjustment pursuant to this Section 3(a).



(i) Subdivision or Combination of Stock. In case the Company shall at any time
subdivide (whether by way of stock dividend, stock split or otherwise) its outstanding shares of
Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to
such subdivision shall be proportionately reduced and the number of Warrant Shares shall be
proportionately increased, and conversely, in case the outstanding shares of Common Stock of the
Company shall be combined (whether by way of stock combination, reverse stock split or otherwise)
into a smaller number of shares, the Exercise Price in effect immediately prior to such combination
shall be proportionately increased and the number of Warrant Shares shall be proportionately
decreased. The Exercise Price and the Warrant Shares, as so adjusted, shall be readjusted in the
same manner upon the happening of any successive event or events described in this Section 3(a)(i).



(ii) Dividends in Stock, Property, Reclassification. If at any time, or from time to
time, all of the holders of Common Stock (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) shall have received or become entitled to receive,
without payment therefore:



(A) any shares of stock or other securities that are at any time directly or indirectly
convertible into or exchangeable for Common Stock, or any rights or options to subscribe for,
purchase or otherwise acquire any of the foregoing by way of dividend or other distribution, or



(B) additional stock or other securities or property (including cash) by way of spin-off,
split-up, reclassification, combination of shares or similar corporate rearrangement (other than
shares of Common Stock issued as a stock split or adjustments in respect of which shall be covered
by the terms of Section 3(a)(i) above),



then and in each such case, the Exercise Price and the number of Warrant Shares to be obtained upon
exercise of this Warrant shall be adjusted proportionately, and the Holder hereof shall, upon the
exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common
Stock receivable thereupon, and without payment of any additional consideration therefor, the
amount of stock and other securities and property (including cash in the cases referred to above)
that such Holder would hold on the date of such exercise had such Holder been the holder of
record of such Common Stock as of the date on which holders of Common Stock received or became
entitled to receive such shares or all other additional stock and other securities and property.
The Exercise Price and the Warrant Shares, as so adjusted, shall be readjusted in the same manner
upon the happening of any successive event or events described in this Section 3(a)(ii).


 


4









 





(iii) Reorganization, Reclassification, Consolidation, Merger or Sale. If any
recapitalization, reclassification or reorganization of the capital stock of the Company, or any
consolidation or merger of the Company with another corporation, or the sale of all or
substantially all of its assets or other transaction shall be effected in such a way that holders
of Common Stock shall be entitled to receive stock, securities, or other assets or property (an
“Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions
shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase
and receive (in lieu of the shares of the Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented by this Warrant) such shares
of stock, securities or other assets or property as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to the number of shares of
such stock immediately theretofore purchasable and receivable assuming the full exercise of the
rights represented by this Warrant. In the event of any Organic Change, appropriate provision shall
be made by the Company with respect to the rights and interests of the Holder of this Warrant to
the end that the provisions hereof (including, without limitation, provisions for adjustments of
the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this
Warrant) shall thereafter be applicable, in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof. The Company will not effect any such
consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation
(if other than the Company) resulting from such consolidation or merger or the corporation
purchasing such assets shall assume by written instrument reasonably satisfactory in form and
substance to the Holder executed and mailed or delivered to the registered Holder hereof at the
last address of such Holder appearing on the books of the Company, the obligation to deliver to
such Holder such shares of stock, securities or assets as, in accordance with the foregoing
provisions, such Holder may be entitled to purchase. If there is an Organic Change, then the
Company shall cause to be mailed to the Holder at its last address as it shall appear on the books
and records of the Company, at least 10 calendar days before the effective date of the Organic
Change, a notice stating the date on which such Organic Change is expected to become effective or
close, and the date as of which it is expected that holders of the Common Stock of record shall be
entitled to exchange their shares for securities, cash, or other property delivered upon such
Organic Change; provided, that the failure to mail such notice or any defect therein or in the
mailing thereof shall not affect the validity of the corporate action required to be specified in
such notice. The Holder is entitled to exercise this Warrant during the 10-day period commencing
on the date of such notice to the effective date of the event triggering such notice. In any
event, the successor corporation (if other than the Company) resulting from such consolidation or
merger or the corporation purchasing such assets shall be deemed to assume such obligation to
deliver to such Holder such shares of stock, securities or assets even in the absence of a written
instrument assuming such obligation to the extent such assumption occurs by operation of law.



(b) Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment pursuant to this Section 3, the Company at its expense shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and furnish to each Holder of this
Warrant a certificate setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall promptly furnish or cause to
be furnished to such Holder a like certificate setting forth: (i) such adjustments and
readjustments; and (ii) the number of shares and the amount, if any, of other property which at the
time would be received upon the exercise of the Warrant.



(c) Certain Events. If any event occurs as to which the other provisions of this
Section 3 are not strictly applicable but the lack of any adjustment would not fairly protect the
purchase rights of the Holder under this Warrant in accordance with the basic intent and principles
of such provisions, or if strictly applicable would not fairly protect the purchase rights of the
Holder under this Warrant in accordance with the basic intent and principles of such provisions,
then the Company’s Board of Directors will, in good faith, make an appropriate adjustment to
protect the rights of the Holder; provided, that no such adjustment pursuant to this
Section 3(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise
determined pursuant to this Section 3.


 


5









 





4. TRANSFERS AND EXCHANGES OF WARRANT AND WARRANT SHARES




(a) Registration of Transfers and Exchanges. Subject to Section 4(c), upon the
Holder’s surrender of this Warrant, with a duly executed copy of the Form of Assignment attached as
Exhibit B, to the Secretary of the Company at its principal offices or at such other office or
agency as the Company may specify in writing to the Holder, the Company shall register the transfer
of all or any portion of this Warrant. Upon such registration of transfer, the Company shall issue
a new Warrant, in substantially the form of this Warrant, evidencing the acquisition rights
transferred to the transferee and a new Warrant, in similar form, evidencing the remaining
acquisition rights not transferred, to the Holder requesting the transfer.



(b) Warrant Exchangeable for Different Denominations. The Holder may exchange this
Warrant for a new Warrant or Warrants, in substantially the form of this Warrant, evidencing in the
aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder,
each of such new Warrants to be dated the date of such exchange and to represent the right to
purchase such number of Warrant Shares as shall be designated by the Holder. The Holder shall
surrender this Warrant with duly executed instructions regarding such re-certification of this
Warrant to the Secretary of the Company at its principal offices or at such other office or agency
as the Company may specify in writing to the Holder.



(c) Restrictions on Transfers. This Warrant may not be transferred at any time without
(i) registration under the Securities Act or (ii) an exemption from such registration and a written
opinion of legal counsel addressed to the Company that the proposed transfer of the Warrant may be
effected without registration under the Securities Act, which opinion will be in form and from
counsel reasonably satisfactory to the Company.



(d) Permitted Transfers and Assignments. Notwithstanding any provision to the
contrary in this Section 4, the Holder may transfer, with or without consideration, this Warrant or
any of the Warrant Shares (or a portion thereof) to the Holder’s Affiliates (as such term is
defined under Rule 144 of the Securities Act) without obtaining the opinion from counsel that may
be required by Section 4(c)(ii), provided, that the Holder delivers to the Company and its
counsel certification, documentation, and other assurances reasonably required by the Company’s
counsel to enable the Company’s counsel to render an opinion to the Company’s Transfer Agent that
such transfer does not violate applicable securities laws.



5. MUTILATED OR MISSING WARRANT CERTIFICATE




If this Warrant is mutilated, lost, stolen or destroyed, upon request by the Holder, the
Company will, at its expense, issue, in exchange for and upon cancellation of the mutilated
Warrant, or in substitution for the lost, stolen or destroyed Warrant, a new Warrant, in
substantially the form of this Warrant, representing the right to acquire the equivalent number of
Warrant Shares; provided, that, as a prerequisite to the issuance of a substitute Warrant,
the Company may require satisfactory evidence of loss, theft or destruction as well as an indemnity
from the Holder of a lost, stolen or destroyed Warrant.



6. PAYMENT OF TAXES




The Company will pay all transfer and stock issuance taxes attributable to the preparation,
issuance and delivery of this Warrant and the Warrant Shares (and replacement Warrants) including,
without limitation, all documentary and stamp taxes; provided, however, that the
Company shall not be required to pay any tax in respect of the transfer of this Warrant, or the
issuance or delivery of certificates for Warrant Shares or other securities in respect of the
Warrant Shares to any person or entity other than to the Holder.



7. FRACTIONAL WARRANT SHARES




No fractional Warrant Shares shall be issued upon exercise of this Warrant. The Company, in
lieu of issuing any fractional Warrant Share, shall round up the number of Warrant Shares issuable
to nearest whole share.


 


6









 





8. NO STOCK RIGHTS AND LEGEND




No holder of this Warrant, as such, shall be entitled to vote or be deemed the holder of any
other securities of the Company that may at any time be issuable on the exercise hereof, nor shall
anything contained herein be construed to confer upon the holder of this Warrant, as such, the
rights of a stockholder of the Company or the right to vote for the election of directors or upon
any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any
corporate action or to receive notice of meetings or other actions affecting stockholders (except
as provided herein), or to receive dividends or subscription rights or otherwise (except as provide
herein).



Each certificate for Warrant Shares initially issued upon the exercise of this Warrant, and
each certificate for Warrant Shares issued to any subsequent transferee of any such certificate,
shall be stamped or otherwise imprinted with a legend in substantially the following form:



“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR
ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.”



9. REGISTRATION UNDER THE SECURITIES ACT OF 1933




The Company agrees to provide registration rights for the resale of the Warrant Shares under
the Securities Act on the terms and subject to the conditions set forth in the Registration Rights
Agreement between the Company and each of the investors party to the subscription agreements and/or
securities purchase agreements similar to the Subscription Agreement and/or the Securities Purchase
Agreement, pursuant to which this Warrant was issued.



10. NOTICES




All notices, consents, waivers, and other communications under this Warrant must be in writing
and will be deemed given to a party when (a) delivered to the appropriate address by hand or by
nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile or e-mail
with confirmation of transmission by the transmitting equipment; (c) received or rejected by the
addressee, if sent by certified mail, return receipt requested, if to the registered Holder hereof;
or (d) seven days after the placement of the notice into the mails (first class postage prepaid),
to the Holder at the address, facsimile number, or e-mail address furnished by the registered
Holder to the Company in accordance with the Subscription Agreement and/or Securities Purchase
Agreement by and between the Company and the Holder, or if to the Company, to it at 5990 Greenwood
Plaza Blvd, #2 Suite 390, Greenwood Village, CO 80111, Attention: Chris Sapyta, Chief Executive
Officer (or to such other address, facsimile number, or e-mail address as the Holder or the Company
as a party may designate by notice the other party) with a copy to Brewer & Pritchard, P.C., 3
Riverway, Suite 1800, Houston, Texas 77056, Attention: Thomas Pritchard.



11. SEVERABILITY




If a court of competent jurisdiction holds any provision of this Warrant invalid or
unenforceable, the other provisions of this Warrant will remain in full force and effect. Any
provision of this Warrant held invalid or unenforceable only in part or degree will remain in full
force and effect to the extent not held invalid or unenforceable.


 


7









 





12. BINDING EFFECT




This Warrant shall be binding upon and inure to the sole and exclusive benefit of the Company,
its successors and assigns, the registered Holder or Holders from time to time of this Warrant and
the Warrant Shares.



13. SURVIVAL OF RIGHTS AND DUTIES




This Warrant shall terminate and be of no further force and effect on the earlier of 5:00
P.M., Central Time, on the Expiration Date or the date on which this Warrant has been exercised in
full.



14. GOVERNING LAW




This Warrant will be governed by and construed under the laws of the State of Texas without
regard to conflicts of laws principles that would require the application of any other law.



15. DISPUTE RESOLUTION




In the case of a dispute as to the determination of the Exercise Price or the arithmetic
calculation of the Warrant Shares, the Company shall submit the disputed determinations or
arithmetic calculations via facsimile within two Business Days of receipt of the Notice of Exercise
giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are
unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares
within three Business Days of such disputed determination or arithmetic calculation being submitted
to the Holder, then the Company shall, within two Business Days, submit via facsimile (a) the
disputed determination of the Exercise Price to an independent, reputable investment bank selected
by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant
Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the
investment bank or the accountant, as the case may be, to perform the determinations or
calculations and notify the Company and the Holder of the results no later than ten (10) Business
Days from the time it receives the disputed determinations or calculations. Such investment bank’s
or accountant’s determination or calculation, as the case may be, shall be binding upon all parties
absent demonstrable error.



16. NOTICES OF RECORD DATE




Upon (a) any establishment by the Company of a record date of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or right or option to acquire securities of the Company, or any
other right, or (b) any capital reorganization, reclassification, recapitalization, merger or
consolidation of the Company with or into any other corporation, any transfer of all or
substantially all the assets of the Company, or any voluntary or involuntary dissolution,
liquidation or winding up of the Company, or the sale, in a single transaction, of a majority of
the Company’s voting stock (whether newly issued, or from treasury, or previously issued and then
outstanding, or any combination thereof), the Company shall mail to the Holder at least ten (10)
Business Days, or such longer period as may be required by law, prior to the record date specified
therein, a notice specifying (i) the date established as the record date for the purpose of such
dividend, distribution, option or right and a description of such dividend, option or right, (ii)
the date on which any such reorganization, reclassification, transfer, consolidation, merger,
dissolution, liquidation or winding up, or sale is expected to become effective and (iii) the date,
if any, fixed as to when the holders of record of Common Stock shall be entitled to exchange their
shares of Common Stock for securities or other property deliverable upon such reorganization,
reclassification, transfer, consolation, merger, dissolution, liquidation or winding up.



17. RESERVATION OF SHARES




The Company shall reserve and keep available out of its authorized but unissued shares of
Common Stock for issuance upon the exercise of this Warrant, free from pre-emptive rights, such
number of shares of Common Stock for which this Warrant shall from time to time be exercisable.
The Company will take all such reasonable action as may be necessary to assure that such Warrant
Shares may be issued as provided herein without violation of any applicable law or regulation.
Without limiting the generality of the foregoing, the Company covenants that it will use
commercially reasonable efforts to take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the
exercise of this Warrant and use commercially reasonable efforts to obtain all such authorizations,
exemptions or consents, including but not limited to consents from the Company’s stockholders or
Board of Directors or any public regulatory body, as may be necessary to enable the Company to
perform its obligations under this Warrant.


 


8









 





18. NO THIRD PARTY RIGHTS




This Warrant is not intended, and will not be construed, to create any rights in any parties
other than the Company and the Holder, and no person or entity may assert any rights as third-party
beneficiary hereunder.



19. CALL PROVISION




Notwithstanding any other provision contained in this Warrant to the contrary, in the event
that (i) the closing bid price per share of Common Stock as traded on the American Stock Exchange
(or such other exchange or stock market on which the Common Stock may then be listed or quoted)
equals or exceeds $_____ (appropriately adjusted for any stock split, reverse stock split, stock
dividend or other reclassification or combination of the Common Stock occurring after the date
hereof) for twenty (20) consecutive trading days and (ii) during such period of twenty (20)
consecutive trading days the daily average trading volume of the common Stock is at least
_____ shares (appropriately adjusted for any stock split, reverse stock split, stock dividend or
other reclassification or combination of the Common Stock occurring after the date hereof)
(collectively items (i) and (ii) above, are hereinafter referred to as, the “Call Conditions”), the
Company, upon thirty (30) days prior written notice (the “Notice Period”) given to the
Warrantholder within three business days immediately following the end of any such twenty (20)
trading day period, may demand that the Warrantholder exercise its cash exercise rights hereunder,
and the Warrantholder must exercise its rights hereunder prior to the end of the Notice Period;
provided that all of the shares of Common Stock issuable hereunder either (A) are registered
pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement)
which has not been suspended and for which no stop order is in effect, and pursuant to which the
Warrantholder is able to sell such shares of Common Stock at all times during the Notice Period or
(B) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement).
If such exercise is not made or if only a partial exercise is made, any and all rights to further
exercise the Warrant shall cease upon the expiration of the Notice Period and this Warrant or such
unexercised portion hereof shall become null and void.



[SIGNATURE PAGE FOLLOWS]




 


9









 







IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date
first set forth above.



	 	 	 	 	 
	 	SMART MOVE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





 


10









 





EXHIBIT A




NOTICE OF EXERCISE




(To be executed by the Holder of Warrant if such Holder desires to exercise Warrant)



To Smart Move, Inc.:




The undersigned hereby irrevocably elects to exercise this Warrant and to purchase thereunder,
                                         full shares of Smart Move, Inc. common stock issuable upon exercise of the
Warrant and delivery of:



(1) $                     (in cash as provided for in the foregoing Warrant) and any applicable taxes
payable by the undersigned pursuant to such Warrant; and



(2)                      shares of Common Stock (pursuant to a Cashless Exercise in accordance with
Section 1(b)(ii) of the Warrant) (check here if the undersigned desires to deliver an unspecified
number of shares equal the number sufficient to effect a Cashless Exercise [_____]).




The undersigned requests that certificates for such shares be issued in the name of:



(Please print name, address and social security or federal employer

identification number (if applicable))




 






 






If the shares issuable upon this exercise of the Warrant are not all of the Warrant Shares
which the Holder is entitled to acquire upon the exercise of the Warrant, the undersigned requests
that a new Warrant evidencing the rights not so exercised be issued in the name of and delivered
to:



(Please print name, address and social security or federal employer

identification number (if applicable))




 






 






	 	 	 	 	 	 	 
	 

	 	Name of Holder (print):	 	 	 	 
	 

	 	(Signature):
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	(By:)	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	(Title:)	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 	 	 





 


11









 





EXHIBIT B




FORM OF ASSIGNMENT




FOR VALUE RECEIVED,                                                              hereby sells,
assigns and transfers to
each assignee set forth below all of the rights of the undersigned under the Warrant (as defined in
and evidenced by the attached Warrant) to acquire the number of Warrant Shares set opposite the
name of such assignee below and in and to the foregoing Warrant with respect to said acquisition
rights and the shares issuable upon exercise of the Warrant:



	 	 	 	 	 
	Name of Assignee
	 	Address
	 	Number of Shares
	 
	 	 
	 	 
	 	 	 	 	 






If the total of the Warrant Shares are not all of the Warrant Shares evidenced by the
foregoing Warrant, the undersigned requests that a new Warrant evidencing the right to acquire the
Warrant Shares not so assigned be issued in the name of and delivered to the undersigned.



	 	 	 	 	 	 	 
	 

	 	Name of Holder (print):	 	 	 	 
	 

	 	(Signature):
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	(By:)	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	(Title:)	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 	 	 





 


12