EXHIBIT
      4.4

     

    SPEEDEMISSIONS,
      INC.

    
 

    Notice
      of Exercise and Common Stock Purchase Agreement

     

    THIS
      AGREEMENT is dated as of ___________, ____, between Speedemissions, Inc., a
      Florida corporation (the “Company”), and _________________
      (“Purchaser”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Company and Purchaser are parties to that certain ___ Incentive ___
      Nonstatutory Stock Option Agreement dated as of ___________, ____ (the “Option
      Agreement”) pursuant to which the Purchaser has the right to purchase up to
      ______ shares of the Company’s common stock (the “Option Shares”);
      and

     

    WHEREAS,
      the Option is exercisable with respect to certain of the Option Shares as of
      the
      date hereof; and

     

    WHEREAS,
      pursuant to the Option Agreement, Purchaser desires to purchase shares of the
      Company as herein described, on the terms and conditions set forth in this
      Agreement, the Option Agreement and the Speedemissions, Inc. 2005 Omnibus Stock
      Grant and Option Plan (the “Plan”). Certain capitalized terms used in this
      Agreement are defined in the Plan.

     

    NOW,
      THEREFORE, it is agreed between the parties as follows:

     

    SECTION
      22:   PURCHASE
      OF SHARES.

     

    (a)  Pursuant
      to the terms of the Option Agreement, Purchaser hereby agrees to purchase from
      the Company and the Company agrees to sell and issue to Purchaser _________
      shares of the Company’s common stock (the “Stock”) for the Exercise Price per
      share specified in the Option Agreement payable by personal check, cashier’s
      check or money order, if permitted by the Option Agreement, as follows:
      _______________________________. Payment shall be delivered at the Closing,
      as
      such term is hereinafter defined.

     

    (b)  The
      closing hereunder (the “Closing”) shall occur at the offices of the Company on
      __________, ____, or such other time and place as may be designated by the
      Company (the “Closing Date”).

     

    SECTION
      23:   REPURCHASE
      OPTION

     

    All
      unvested shares of the Stock purchased by the Purchaser pursuant to this
      Agreement (sometimes referred to as the “Repurchase Option Stock”) shall be
      subject to the following option (the “Repurchase Option”):

     

    (a)  In
      the
      event the Purchaser terminates service with the Company (“Service”) for any
      reason, with or without cause, the Company may exercise the Repurchase
      Option.

     

    
      
         

      

      
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    (b)  Purchaser
      understands that the Stock is being sold in order to induce Purchaser to become
      and/or remain associated with the Company and to work diligently for the success
      of the Company and that the Repurchase Option Stock will continue to vest in
      accordance with the schedule set forth in the Option Agreement. Accordingly,
      the
      Company shall have the right at any time within 90 days after the termination
      of
      Service to purchase from the Purchaser all shares of Stock purchased hereunder
      which have not vested in accordance with the terms of such vesting schedule
      in
      the Option Agreement. The purchase price for such unvested shares of Repurchase
      Option Stock shall be the Exercise Price per share paid by Purchaser for such
      shares pursuant to the Option (the “Option Price”). The purchase price shall be
      paid by certified or cashier’s check or by cancellation of any indebtedness of
      Purchaser to the Company.

     

    (c)  Nothing
      in this Agreement shall be construed as a right by purchaser to be employed
      by
      Company, or a parent or subsidiary of Company.

     

    SECTION
      24:   EXERCISE
      OF REPURCHASE OPTION

     

    The
      Repurchase Option shall be exercised by written notice signed by an officer
      of
      the Company and delivered or mailed as provided in Section 16 of this
      Agreement and to the Escrow Agent as provided in Section 16 of the Joint
      Escrow Instructions attached as Exhibit B to the Option
      Agreement.

     

    SECTION
      25:   WAIVER,
      ASSIGNMENT, EXPIRATION OF REPURCHASE OPTION

     

    If
      the
      Company waives or fails to exercise the Repurchase Option as to all of the
      shares subject thereto, the Company may, in the discretion of its Board of
      Directors, assign the Repurchase Option to any other holder or holders of
      preferred or common stock of the Company in such proportions as such Board
      of
      Directors may determine. In the event of such an assignment, the assignee shall
      pay to the Company in cash an amount equal to the fair market value of the
      Repurchase Option. The Company shall promptly, upon expiration of the 90-day
      period referred to in Section 2 above, notify Purchaser of the number of
      shares subject to the Repurchase Option assigned to such stockholders and shall
      notify both the Purchaser and the assignees of the time, place and date for
      settlement of such purchase, which must be made within 90 days from the date
      of
      cessation of continuous employment. In the event that the Company and/or such
      assignees do not elect to exercise the Repurchase Option as to all or part
      of
      the shares subject to it, the Repurchase Option shall expire as to all shares
      which the Company and/or such assignees have not elected to
      purchase.

     

    SECTION
      26:   ESCROW
      OF SHARES

     

    (a)  As
      security for Purchaser’s faithful performance of the terms of this Agreement and
      to ensure the availability for delivery of Purchaser’s shares upon exercise of
      the Repurchase Option herein provided for, Purchaser agrees at the Closing
      hereunder, to deliver to and deposit with the Escrow Agent named in the Joint
      Escrow Instructions attached to the Option Agreement as Exhibit B, the
      certificate or certificates evidencing the Option Stock subject to the
      Repurchase Option and two Assignments Separate from Certificate duly executed
      (with date and number of shares in blank) in the form attached to the Option
      Agreement as Exhibit D. Such documents are to be held by the Escrow Agent
      and delivered by the Escrow Agent pursuant to the Joint Escrow Instructions,
      which instructions shall also be delivered to the Escrow Agent at the Closing
      hereunder.

     

    (b)  Within
      30
      days after the last day of each successive completed calendar quarter after
      the
      Closing Date, if Purchaser so requests, the Escrow Agent will deliver to
      Purchaser certificates representing so many shares of Stock as are no longer
      subject to the Repurchase Option (less such shares as have been previously
      delivered). Ninety days after cessation of Purchaser’s employment with the
      Company the Company will direct the Escrow Agent to deliver to Purchaser a
      certificate or certificates representing the number of shares not repurchased
      by
      the Company or its assignees pursuant to exercise of the Repurchase Option
      (less
      such shares as have been previously delivered).

     

    
      
         

      

      
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    SECTION
      27:   ADJUSTMENT
      OF SHARES

     

    Subject
      to the provisions of the Articles of Incorporation of the Company, if, from
      time
      to time during the term of the Repurchase Option:

     

    (a)  there
      is
      any stock dividend or liquidating dividend of cash and/or property, stock split
      or other change in the character or amount of any of the outstanding securities
      of the Company, or

     

    (b)  there
      is
      any consolidation, merger or sale of all or substantially all, of the assets
      of
      the Company,

     

    then,
      in
      such event, any and all new, substituted or additional securities or other
      property to which Purchaser is entitled by reason of Purchaser’s ownership of
      the shares shall be immediately subject to such Repurchase Option with the
      same
      force and effect as the shares of Option Stock from time to time subject to
      the
      Repurchase Option. While the total Option Price shall remain the same after
      each
      such event, the Option Price per share of Option Stock upon exercise of the
      Repurchase Option shall be appropriately and equitably adjusted as determined
      by
      the Board of Directors of the Company.

     

    SECTION
      28:   THE
      COMPANY’S RIGHT OF FIRST REFUSAL.

     

    Before
      any shares of Stock registered in the name of Purchaser and not subject to
      the
      Repurchase Option may be sold or transferred, such shares shall first be offered
      to the Company as set forth in the Option Agreement.

     

    SECTION
      29:   PURCHASER’S
      RIGHTS AFTER EXERCISE OF REPURCHASE OPTION OR RIGHT OF FIRST
      REFUSAL.

     

    If
      the
      Company makes available, at the time and place and in the amount and form
      provided in this Agreement, the consideration for the Stock to be repurchased
      in
      accordance with the provisions of Sections 2 and 7 of this Agreement, then
      from
      and after such time the person from whom such shares are to be repurchased
      shall
      no longer have any rights as a holder of such shares (other than the right
      to
      receive payment of such consideration in accordance with this Agreement). Such
      shares shall be deemed to have been repurchased in accordance with the
      applicable provisions hereof, whether or not the certificate(s) therefor have
      been delivered as required by this Agreement.

     

    SECTION
      30:   TRANSFER
      BY PURCHASER TO CERTAIN TRUSTS.

     

    Purchaser
      shall have the right to transfer all or any portion of Purchaser’s interest in
      the shares issued under this Agreement which have been delivered to Purchaser
      under the provisions of Section 5 of this Agreement, to a trust established
      by Purchaser for the benefit of Purchaser, Purchaser’s spouse or Purchaser’s
      children, without being subject to the provisions of Section 7 hereof,
      provided that the trustee on behalf of the trust shall agree in writing to
      be
      bound by the terms and conditions of this Agreement. The transferee shall
      execute a copy of Exhibit C attached to the Option Agreement and file the
      same with the Secretary of the Company.

     

    
      
         

      

      
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    SECTION
      31:   LEGEND
      OF SHARES.

     

    All
      certificates representing the Stock purchased under this Agreement shall, where
      applicable, have endorsed thereon the legends set forth in the Option Agreement
      and any other legends required by applicable securities laws.

     

    SECTION
      32:   PURCHASER’S
      INVESTMENT REPRESENTATIONS.

     

    (a)  This
      Agreement is made with Purchaser in reliance upon Purchaser’s representation to
      the Company, which by Purchaser’s acceptance hereof Purchaser confirms, that the
      Stock which Purchaser will receive will be acquired with Purchaser’s own funds
      for investment for an indefinite period for Purchaser’s own account, not as a
      nominee or agent, and not with a view to the sale or distribution of any part
      thereof, and that Purchaser has no present intention of selling, granting
      participation in, or otherwise distributing the same, but subject, nevertheless,
      to any requirement of law that the disposition of Purchaser’s property shall at
      all times be within Purchaser’s control. By executing this Agreement, Purchaser
      further represents that Purchaser does not have any contract, understanding
      or
      agreement with any person to sell, transfer, or grant participation, to such
      person or to any third person, with respect to any of the Stock.

     

    (b)  Purchaser
      understands that the Stock will not be registered or qualified under federal
      or
      state securities laws on the ground that the sale provided for in this Agreement
      is exempt from registration or qualification under federal or state securities
      laws and that the Company’s reliance on such exemption is predicated on
      Purchaser’s representations set forth herein.

     

    (c)  Purchaser
      agrees that in no event will Purchaser make a disposition of any of the Stock
      (including a disposition under Section 9 of this Agreement), unless and
      until
      (i) Purchaser
      shall have notified the Company of the proposed disposition and shall have
      furnished the Company with a statement of the circumstances surrounding the
      proposed disposition and
      (ii) Purchaser
      shall have furnished the Company with an opinion of counsel satisfactory to
      the
      Company to the effect that
      (A) such
      disposition will not require registration or qualification of such Stock under
      federal or state securities laws or
      (B) appropriate
      action necessary for compliance with the federal or state securities laws has
      been taken or
      (iii) the
      Company shall have waived, expressly and in writing, its rights under clauses
      (i) and (ii) of this section.

     

    (d)  With
      respect to a transaction occurring prior to such date as the Plan and Stock
      thereunder are covered by a valid Form S-8 or similar federal registration
      statement, this subsection shall apply unless the transaction is covered by
      the
      exemption in Georgia Corporation Law or a similar broad based exemption. In
      connection with the investment representations made herein, Purchaser represents
      that Purchaser is able to fend for himself or herself in the transactions
      contemplated by this Agreement, has such knowledge and experience in financial
      and business matters as to be capable of evaluating the merits and risks of
      Purchaser’s investment, has the ability to bear the economic risks of
      Purchaser’s investment and has been furnished with and has had access to such
      information as would be made available in the form of a registration statement
      together with such additional information as is necessary to verify the accuracy
      of the information supplied and to have all questions answered by the
      Company.

     

    (e)  Purchaser
      understands that if the Company does not register with the Securities and
      Exchange Commission pursuant to Section 12 of the Securities Exchange Act
      of 1934, as amended (the “Exchange Act”) or if a registration statement covering
      the Stock (or a filing pursuant to the exemption from registration under
      Regulation A of the Securities Act of 1933) under the Securities Act of 1933
      is
      not in effect when Purchaser desires to sell the Stock, Purchaser may be
      required to hold the Stock for an indeterminate period. Purchaser also
      acknowledges that Purchaser understands that any sale of the Stock which might
      be made by Purchaser in reliance upon Rule 144 under the Securities Act of
      1933
      may be made only in limited amounts in accordance with the terms and conditions
      of that Rule.

     

    
      
         

      

      
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    SECTION
      33:   ASSISTANCE
      TO PURCHASER UNDER RULE 144.

     

    The
      Company covenants and agrees that
      (a) at
      all times after it first becomes subject to the reporting requirements of
      Section 13 or 15(d) of the Exchange Act, it will use its best efforts to
      comply with the current public information requirements of Rule 144(c)(1) under
      the Securities Act of 1933, and that if prior to becoming subject to such
      reporting requirements an over-the-counter market develops for the Stock, it
      will make publicly available the information required by
      Rule 144(c)(2);
      (b) it
      will furnish Purchaser, upon request, with all information required for the
      preparation and filing of Form 144; and
      (c) it
      will on a timely basis use its best efforts to file all reports required to
      be
      filed and make all disclosures, including disclosures of materially adverse
      information, required to permit Purchaser to make the required representations
      in Form 144.

     

    SECTION
      34:   NO
      DUTY TO TRANSFER IN VIOLATION HEREUNDER.

     

    The
      Company shall not be required (a) to transfer on its books any shares of
      Stock of the Company which shall have been sold or transferred in violation
      of
      any of the provisions set forth in this Agreement or (b) to treat as owner
      of such shares or to accord the right to vote as such owner or to pay dividends
      to any transferee to whom such shares shall have been so
      transferred.

     

    SECTION
      35:   RIGHTS
      OF PURCHASER.

     

    Except
      as
      otherwise provided herein, Purchaser shall, during the term of this Agreement,
      exercise all rights and privileges of a stockholder of the Company with respect
      to the Stock.

     

    SECTION
      36:   OTHER
      NECESSARY ACTIONS.

     

    The
      parties agree to execute such further instruments and to take such further
      action as may reasonably be necessary to carry out the intent of this
      Agreement.

     

    SECTION
      37:   NOTICE.

     

    Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon the earliest of personal delivery, receipt or
      the
      third full day following deposit in the United States Post Office with postage
      and fees prepaid, addressed to the other party hereto at the address last known
      or at such other address as such party may designate by 10 days’ advance written
      notice to the other party hereto.

     

    SECTION
      38:   SUCCESSORS
      AND ASSIGNS.

     

    This
      Agreement shall inure to the benefit of the successors and assigns of the
      Company and, subject to the restrictions on transfer herein set forth, be
      binding upon Purchaser and Purchaser’s heirs, executors, administrators,
      successors and assigns. The failure of the Company in any instance to exercise
      the Repurchase Option or rights of first offer described herein shall not
      constitute a waiver of any other Repurchase Option or right of first offer
      that
      may subsequently arise under the provisions of this Agreement. No waiver of
      any
      breach or condition of this Agreement shall be deemed to be a waiver of any
      other or subsequent breach or condition, whether of a like or different
      nature.

     

    
      
         

      

      
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    SECTION
      39:   APPLICABLE
      LAW.

     

    This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Georgia, as such laws are applied to contracts entered into and
      performed in such state.

     

    SECTION
      40:   NO
      STATE QUALIFICATION.

     

    THE
      SALE
      OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED
      WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF GEORGIA AND THE ISSUANCE
      OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
      THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES
      IS EXEMPT FROM THE QUALIFICATION. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
      ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE
      SALE IS SO EXEMPT.

     

    SECTION
      41:   NO
      ORAL MODIFICATION.

     

    No
      modification of this Agreement shall be valid unless made in writing and signed
      by the parties hereto.

     

    SECTION
      42:   ENTIRE
      AGREEMENT.

     

    This
      Agreement and the Option Agreement constitute the entire complete and final
      agreement between the parties hereto with regard to the subject matter
      hereof.

     

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

     

    
      	Speedemissions,
              Inc.,	 	
              Purchaser

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	    
	 	   

	By:	
                 
                

            	 	 
	Its:	
                 
                

            	 	 
	 	 	 	 


    

    


     

    
      
         

      

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