Exhibig 10.47.1


    
      

    

     

    Exhibit
      10.47.1

    

      THIS
        WARRANT AND THE WARRANT SHARES (AS DEFINED BELOW) ISSUABLE UPON EXERCISE
        HEREOF
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        "ACT"), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN
        JURISDICTION. THIS WARRANT AND THE WARRANT SHARES HAVE BEEN ACQUIRED FOR
        INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE
        OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED
        IN THE
        ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE
        STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS
        OF
        ANY FOREIGN JURISDICTION, OR AN EXEMPTION FROM REGISTRATION AVAILABLE SO
        THAT
        SUCH REGISTRATION IS NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE
        BEEN
        SATISFIED.

       

      


      


      WARRANT

      TO
        PURCHASE COMMON STOCK

      OF

      SMART
        ONLINE, INC.

      


      (void
        after February 21, 2012)

      


      


      No.
        W-44

      


      THIS
        CERTIFIES THAT, for value received, Canaccord Adams Inc., its permitted
        transferees or permitted assigns (the “Holder”), from and after the date hereof,
        and subject to the terms and conditions herein set forth, is entitled to
        purchase from Smart Online, Inc., a Delaware corporation (the “Company”), at any
        time before 5:00 p.m. New York City time on February 27, 2010 (the “Termination
        Date”), Thirty Five Thousand (35,000) shares (as adjusted from time to time
        pursuant to Section 2 hereof, the “Warrant Shares”) of the Company’s common
        stock, $0.001 par value per share (the “Common Stock”), at a price per share
        equal to the Warrant Price (as defined below) upon exercise of this Warrant
        pursuant to Section 5 hereof. The number of Warrant Shares is subject to
        adjustment under Section 2.

      


      1.    Definitions.
        As used
        in this Warrant, the following terms have the definitions ascribed to them
        below:

      


      (a)    “Issuance
        Date” means February 27, 2007.

      


      (b)    “Person”
        means any individual, corporation, partnership, limited liability company,
        trust, incorporated or unincorporated association, joint venture, joint stock
        company, governmental authority or other entity of any kind, and shall include
        any successor (by merger or otherwise) of such entity.


      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      


      


      (c)    “Registration
        Rights Agreement” means the registration rights agreement between the Holder and
        the Company dated the date hereof.

      


      (d)    “Warrant
        Price” means $2.55 subject to adjustment under Section 2.

      


      2.    Adjustments
        and Notices.
        The
        Warrant Price and/or the Warrant Shares shall be subject to adjustment from
        time
        to time in accordance with this Section 2. The Warrant Price and/or the Warrant
        Shares shall be adjusted to reflect all of the following events that occur
        on or
        after the Issuance Date.

      


      (a)    Subdivision,
        Stock Dividends or Combinations.
        In case
        the Company shall at any time subdivide the outstanding shares of the Common
        Stock (through a stock split or otherwise), the Warrant Price in effect
        immediately prior to such subdivision shall be proportionately decreased,
        and
        the number of Warrant Shares for which this Warrant may be exercised immediately
        prior to such subdivision shall be proportionately increased. In case the
        Company shall at any time combine the outstanding shares of the Common Stock
        (through a reverse stock split or otherwise), the Warrant Price in effect
        immediately prior to such combination shall be proportionately increased,
        and
        the number of Warrant Shares for which this Warrant may be exercised immediately
        prior to such combination shall be proportionately decreased. In each of
        the
        foregoing cases, the adjustment shall be effective automatically upon, and
        simultaneously with, the effectiveness of the subdivision or combination
        giving
        rise to the adjustment. If the Company at any time pays a dividend, or makes
        any
        other distribution, to holders of Common Stock payable in shares of Common
        Stock, or fixes a record date for the determination of holders of Common
        Stock
        entitled to receive a dividend or other distribution payable in shares of
        Common
        Stock, then the number of Warrant Shares in effect immediately prior to such
        action shall be proportionately increased so that the Holder hereof may receive
        upon exercise of the Warrant the aggregate number of shares of Common Stock
        which he or it would have owned immediately following such action if the
        Warrant
        had been exercised immediately prior to such action. The adjustment shall
        become
        effective immediately as of the date the Company shall take a record of the
        holders of its Common Stock for the purpose of receiving such dividend or
        distribution (or if no such record is taken, as of the effectiveness of such
        dividend or distribution).

       

      (b)    Reclassification,
        Exchange, Substitution, In-Kind Distribution.
        Upon
        any capital reorganization, reclassification, exchange, substitution or other
        event (other than an event described in Section 2(a) above) that results
        in a
        change of the number and/or class of the securities issuable upon exercise
        or
        conversion of this Warrant or upon the payment of a dividend in securities
        or
        property other than shares of the Common Stock, the Holder shall be entitled
        to
        receive, upon exercise of this Warrant, the number and kind of securities
        and
        property that Holder would have received if this Warrant had been exercised
        immediately before the record date for such reclassification, exchange,
        substitution, or other event or immediately prior to the record date for
        such
        dividend. The adjustment shall become effective immediately as of the date
        the
        Company shall take a record of the holders 

       


      
        
           

        

        
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      of
        its
        Common Stock for the purpose of receiving such dividend or distribution (or
        if
        no such record is taken, as of the effectiveness of such dividend or
        distribution), and the Company or its successor shall promptly issue to Holder
        a
        new warrant for such new securities or other property. The new warrant shall
        provide for adjustments which shall be as nearly equivalent as may be
        practicable to the adjustments provided for in this Section 2 including,
        without
        limitation, adjustments to the Warrant Price and to the number of securities
        or
        property issuable upon exercise or conversion of the new warrant. The provisions
        of this Section 2(b) shall similarly apply to successive reclassifications,
        exchanges, substitutions, or other events and successive dividends.

       

      (c)    Reorganization,
        Merger etc.
        In case
        of any merger or consolidation of the Company into or with another corporation
        where the Company is not the surviving corporation, or a merger or consolidation
        which results in the termination of the Company’s registration under the
        Exchange Act, or sale, transfer or lease (but not including a transfer or
        lease
        by pledge or mortgage to a bona fide lender as collateral in connection with
        the
        incurrence of indebtedness by the Company) of all or substantially all of
        the
        assets of the Company, the Company, or such successor or purchasing corporation,
        as the case may be, shall, as a condition to closing any such reorganization,
        merger or sale, duly execute and deliver to the Holder hereof a new warrant
        so
        that the Holder shall have the right to receive, at a total purchase price
        not
        to exceed that payable upon the exercise or conversion of the unexercised
        portion of this Warrant, and in lieu of the Warrant Shares theretofore issuable
        upon exercise or conversion of this Warrant, the kind and amount of any class
        or
        classes of shares of stock or other ownership interests of the Company or
        other
        corporation or entity, other securities, money and property that would have
        been
        receivable upon such reorganization, consolidation, merger or sale by the
        Holder
        with respect to the Warrant Shares if this Warrant had been exercised
        immediately before the consummation of such transaction. Such new warrant
        shall
        provide for adjustments that shall be as nearly equivalent as may be practicable
        to the adjustments provided for in this Section 2. The provisions of this
        subparagraph (c) shall similarly apply to successive transactions of the
        type
        described in this subparagraph (c).

       

      (d)    Certificate
        of Adjustment.
        In each
        case of an adjustment or readjustment of the Warrant Price or an adjustment
        of
        the kind or number of securities issuable upon exercise of the Warrant, or
        both,
        the Company, at its own expense, shall cause its principal financial officer
        to
        compute such adjustment or readjustment in accordance with the provisions
        hereof
        and prepare a certificate showing such adjustment or readjustment, and shall
        mail such certificate, by first class mail, postage prepaid, to the Holder
        at
        the address provided in or pursuant to Section 13 hereof not later than 20
        days
        following the event prompting such adjustment or readjustment. Such certificate
        shall set forth such adjustment or readjustment, showing in reasonable detail
        the facts upon which such adjustment or readjustment is based (including
        a
        description of the basis on which the Board of Directors of the Company made
        any
        determination hereunder). No adjustment of the Warrant Price shall be required
        to be made unless it would result in an increase or decrease of at least
        one
        cent ($0.01), but any adjustments not made because of this sentence shall
        be
        carried forward and taken into account in any subsequent adjustment otherwise
        required hereunder. 

       


      
        
           

        

        
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      (e)    No
        Impairment.
        The
        Company shall not, by amendment of its Certificate of Incorporation, by-laws
        or
        other organizational documents, or through a 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 under this Warrant by the Company,
        but
        shall subject to Section 10 at all times in good faith assist in carrying
        out
        all of the provisions of this Section 2 and in taking all such action as
        may be
        necessary or appropriate to protect the Holder’s rights under this Section 2
        against impairment. 

       

      (f)    Fractional
        Shares.
        No
        fractional shares shall be issuable upon exercise or conversion of the Warrant
        and the number of shares to be issued shall be rounded down to the nearest
        whole
        share. If a fractional share interest arises upon any exercise or conversion
        of
        the Warrant, the Company shall eliminate such fractional share interest by
        paying the Holder an amount computed by multiplying the fractional interest
        by
        the fair market value of a full share.

       

      3.    No
        Stockholder Rights.
        This
        Warrant, by itself, as distinguished from any shares purchased hereunder,
        shall
        not (i) entitle the Holder to any of the rights of a stockholder of the Company
        or (ii) impose any liabilities on the Holder to purchase any securities or
        as a
        stockholder of the Company, whether such liabilities are asserted by the
        Company
        or by creditors of the Company.

      


      4.    Reservation
        of Stock.
        The
        Company covenants and agrees that it will reserve at all times from its
        authorized and unissued stock a sufficient number of shares to provide for
        the
        issuance of the Warrant Shares upon the exercise of this Warrant. The Company
        further covenants and agrees that this Warrant is, and any Warrants issued
        in
        substitution for or replacement of this Warrant and all Warrant Shares, will
        upon issuance be duly authorized and validly issued and, in the case of Warrant
        Shares, upon issuance will be fully paid and non-assessable and free from
        all
        preemptive rights of any stockholder, and from all taxes, liens and charges
        with
        respect to the issue thereof (other than transfer taxes) and, if the Common
        Stock of the Company is then listed on any national securities exchanges
        (as
        defined in the Exchange Act) shall be, subject to the restrictions set forth
        in
        Section 11, duly listed or quoted thereon, as the case may be. In the event
        that
        the number of authorized but unissued shares of such Common Stock shall not
        be
        sufficient to effect the exercise of this entire Warrant into Warrant Shares,
        then in addition to such other remedies as shall be available to the Holder
        of
        this Warrant, the Company shall promptly take such corporate action as may
        be
        necessary to increase its authorized but unissued shares of such Common Stock
        to
        such number of shares as shall be sufficient for such purpose. The duly
        authorized issuance of this Warrant shall constitute full authority to the
        Company’s officers who are charged with the duty of executing stock certificates
        to execute and issue the necessary certificates for the Warrant Shares issuable
        upon the exercise of this Warrant.


      
        
           

        

        
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      5.    Exercise
        of Warrant.
        

      


      (a)    This
        Warrant may be exercised by the Holder hereof, in whole or in part, at any
        time
        from and after the Issuance Date and prior to the termination of this Warrant,
        at the election of the Holder hereof with the notice of exercise substantially
        in the form attached hereto as Attachment
        1
        duly
        completed, executed and delivered at the principal office of the Company
        or
        Transfer Agent (the addresses of each of which are set forth in Section 13
        hereof) and the payment to the Company, by certified or bank check, or by
        wire
        transfer to an account designated by the Company of an amount equal to the
        then
        applicable Warrant Price multiplied by the number of Warrant Shares then
        being
        purchased. This Warrant shall be deemed to have been exercised immediately
        prior
        to the close of business on the date of its surrender and payment for exercise
        as provided above, and the person entitled to receive the Warrant Shares
        issuable upon such exercise shall be treated for all purposes as the holder
        of
        such shares of record as of the close of business on such date. As promptly
        as
        practicable after such date, the Company shall issue and deliver to the person
        or persons entitled to receive the same a certificate or certificates for
        the
        number of full Warrant Shares issuable upon such exercise. 

      


      (b)    In
        lieu
        of exercising this Warrant for cash, the Holder may elect to receive shares
        equal to the value of this Warrant (or the portion thereof being exercised)
        by
        surrender of this Warrant at the principal office of the Company or the Transfer
        Agent together with notice of such election substantially in the form attached
        hereto as Attachment
        1
        duly
        completed and executed (a “Net Exercise”). The Company shall issue to a Holder
        who Net Exercises a number of Warrant Shares computed using the following
        formula:

       

      Y
        (A -
        B)

      X
        =           A

       

      Where

       

      
        	 	
                X
                  =

              	
                The
                  number of Warrant Shares to be issued to the
                  Holder.

              


      

       

      
        	 	
                Y
                  =

              	
                The
                  number of Warrant Shares purchasable under this Warrant or, if
                  only a
                  portion of the Warrant is being exercised, the portion of the Warrant
                  being cancelled (at the date of such
                  calculation).

              


      

       

      
        	 	
                A
                  =

              	
                The
                  fair market value of one (1) Warrant Share (at the date of such
                  calculation).

              


      

       

      B
        = The
        Warrant Price (as adjusted to the date of such calculation).

      


      For
        purposes of this Section 5, the fair market value of a Warrant Share shall
        mean:

      


      	(i)  	
              If
                traded on a securities exchange, the fair market value of the Common
                Stock
                shall be deemed to be the five-day-trailing average closing price
                of the
                Common Stock on such exchange or market on the trading days immediately
                prior to the date of exercise by the
                Holder;

            


       


      
        
           

        

        
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      	(ii)  	
              If
                traded over-the-counter, the fair market value of the Common Stock
                shall
                be deemed to be the five-day-trailing average closing bid price of
                the
                Common Stock on the trading days immediately prior to the date of
                exercise; and

            


       

      
        	 	
                (iii)

              	
                If
                  there is no public market for the Common Stock, the fair market
                  value
                  shall be the price per Warrant Share that the Company could obtain
                  from a
                  willing buyer for Warrant Shares sold by the Company from authorized
                  but
                  unissued Warrant Shares, as such prices shall be determined in
                  good faith
                  by the Company’s Board of
                  Directors.

              


      

      


      In
        the
        event that this Warrant is exercised pursuant to this Section 5 in
        connection with the consummation of the Company’s sale of its Common Stock or
        other securities pursuant to a registration statement under the Act (other
        than
        a registration statement relating either to sale of securities to employees
        of
        the Company pursuant to its stock option, stock purchase or similar plan
        or a
        Rule 145 transaction) (a “Public Offering”), the fair market value per Warrant
        Share shall be the per share offering price to the public of the Public
        Offering.

      


      (c)    The
        Holder shall not be entitled to exercise this Warrant for a number of Warrant
        Shares in excess of that number of Warrant Shares which, upon giving effect
        to
        such exercise, would cause the aggregate number of shares of Common Stock
        beneficially owned by the Holder to exceed 9.9% of the outstanding shares
        of the
        Common Stock following such exercise. For purposes of the foregoing proviso,
        the
        aggregate number of shares of Common Stock beneficially owned by the Holder
        shall include the number of shares of Common Stock issuable upon exercise
        of
        this Warrant with respect to which determination of such proviso is being
        made,
        but shall exclude the shares of Common Stock which would be issuable upon
        (i)
        exercise of the remaining, unexercised Warrants beneficially owned by the
        Holder
        and (ii) exercise or conversion of the unexercised or unconverted portion
        of any
        other securities of the Company beneficially owned by the Holder subject
        to a
        limitation on conversion or exercise analogous to the limitation contained
        herein. Except as set forth in the preceding sentence, for purposes of this
        Section 5(c), beneficial ownership shall be calculated in accordance with
        Section 13(d) of the Exchange Act. The Holder may waive the foregoing limitation
        by written notice to the Company upon not less than 61 days prior written
        notice
        (with such waiver taking effect only upon the expiration of such 61 day notice
        period). For purposes of this Section 5(c), in determining the number of
        outstanding shares of Common Stock, the Holder may rely on the number of
        outstanding shares of Common Stock as reflected in (x) the Company’s most recent
        Form 10-Q or Form 10-K, as the case may be, filed with the SEC on the date
        thereof, (y) a more recent public announcement by the Company or (z) any
        other
        notice by the Company or the Transfer Agent setting forth the number of shares
        of Common Stock outstanding. Upon the written request of the Holder, the
        Company
        shall within three trading days confirm in writing or by electronic mail
        to the
        Holder the number of shares of Common Stock then outstanding. 


      
        
           

        

        
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      6.    Transfer
        of Warrant.
        This
        Warrant may be transferred or assigned by the Holder hereof as a whole or
        in
        part, provided that the transferor provides, at the Company’s request, an
        opinion of counsel reasonably satisfactory to the Company that such transfer
        does not require registration under the Securities Act.

      


      7.    Representations
        of the Holder.
        

      


      (a)    The
        Holder represents and warrants to, and covenants with, the Company that:
        (i) the
        Holder is an “accredited investor” as defined in Regulation D under the
        Securities Act, is knowledgeable, sophisticated and experienced in making,
        and
        is qualified to make decisions with respect to, investments in securities
        presenting an investment decision similar to that involved in the issuance
        of
        the Warrant, and has requested, received, reviewed and considered all
        information it deemed relevant in making an informed decision regarding the
        issuance of the Warrant; (ii) the Holder understands that the Warrant and
        the
        underlying Shares are “restricted securities” and have not been registered under
        the Securities Act and is acquiring the number of Warrant Shares and Warrant
        in
        the ordinary course of its business and for its own account for investment
        only,
        has no present intention of distributing the Warrant or Warrant Shares and
        has
        no arrangement or understanding with any other persons regarding the
        distribution of the Warrant or Warrant Shares (this representation and warranty
        not limiting the Holder’s right to sell the Warrant Shares pursuant to a
        Registration Statement filed under the Registration Rights Agreement or
        otherwise, or other than with respect to any claim arising out of a breach
        of
        this representation and warranty, the Holder’s right to indemnification under
        Section 3 of the Registration Rights Agreement); (iii) the Holder will not,
        directly or indirectly, offer, sell, pledge, transfer or otherwise dispose
        of
        (or solicit any offers to buy, purchase or otherwise acquire or take a pledge
        of) the Warrant or Warrant Shares except in compliance with the Securities
        Act,
        applicable state securities laws and the respective rules and regulations
        promulgated thereunder; (iv) the Holder has answered the Holder Questionnaire
        provided to it for use in preparation of the Registration Statement and the
        answers thereto are true and correct as of the date hereof and will be true
        and
        correct as of the date of the Warrant; (v) the Holder will notify the Company
        promptly of any change in any of such information until such time as the
        Holder
        has sold all of its Warrant Shares or until the Company is no longer required
        to
        keep the Registration Statement effective; and (vi) the Holder has relied
        upon
        the representations and warranties of the Company contained herein and the
        information contained in the Company’s Annual Report on Form 10-K for the year
        ended December 31, 2005 (and any amendments thereto filed at least two (2)
        Business Days prior to the Closing Date), the Company’s Quarterly Reports on
        Form 10-Q for the quarters ended September 30, 2006, June 30, 2006 and March
        31,
        2006 (and any amendments thereto filed at least two (2) Business Days prior
        to
        the date hereof), the Company’s Proxy Statement for its 2006 Annual Meeting of
        Shareholders, and any of the Company’s Current Reports on Form 8-K filed since
        November 14, 2006 (and any amendments thereto filed at least two (2) Business
        Days prior to the Closing Date) (all collectively, the “SEC
        Reports”).
        The
        Holder understands that the issuance of the Warrant and the Warrant Shares
        to
        the Holder has not been and will not be registered under the Securities Act,
        or
        registered or qualified under any state securities law, in reliance on specific
        exemptions therefrom, which exemptions may depend upon, among other
        things,


      
        
           

        

        
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      the
        representations made by the Holder in this Agreement. No person (including
        without limitation the Placement Agent) has been authorized by the Company
        to
        provide any representation that is inconsistent with or in addition to those
        contained herein or in the SEC Reports, and the Holder acknowledges that
        it has
        not received or relied on any such representations.

      


      (b)    The
        Holder agrees that it will not make any sale, transfer or other disposition
        of
        the Warrant Shares (a “Disposition”) other than Dispositions that are made
        pursuant to the Registration Statement in compliance with any applicable
        prospectus delivery requirements or that are exempt from registration under
        the
        Securities Act. Holder has not taken and will not take any action designed
        to or
        that might reasonably be expected to cause or result in manipulation of the
        price of the Common Stock to facilitate the subscription to, or the sale
        or
        resale of the Warrant Shares. 

      


      (c)    The
        Holder represents and warrants to the Company that (i) the Holder has full
        right, power, authority and capacity to enter into this Agreement and to
        consummate the transactions contemplated hereby and has taken all necessary
        action to authorize the execution, delivery and performance of this Agreement,
        and (ii) this Agreement constitutes a valid and binding obligation of the
        Holder
        enforceable against the Holder in accordance with its terms, except to the
        extent (i) rights to indemnity and contribution may be limited by state or
        federal securities laws or the public policy underlying such laws, (ii) such
        enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization, moratorium or similar laws affecting creditors’ and contracting
        parties’ rights generally and (iii) such enforceability may be subject to
        general principles of equity (regardless of whether such enforceability is
        considered in a proceeding in equity or at law). 

      


      (d)    During
        the thirty (30) days prior to the date hereof, no Holder nor any Affiliate
        of
        any Holder, foreign or domestic, has, directly or indirectly, effected or
        agreed
        to effect any “short sale” (as defined in Rule 200 under Regulation SHO),
        whether or not against the box, established any “put equivalent position” (as
        defined in Rule 16a-1(h) under the Exchange Act) with respect to the Company’s
        common stock, borrowed or pre-borrowed any shares of the Company’s Common Stock,
        or granted any other right (including, without limitation, any put or call
        option) with respect to the Company’s Common Stock or with respect to any
        security that includes, relates to or derived any significant part of its
        value
        from the Company’s Common Stock or otherwise sought to hedge its position in the
        Shares and Warrants (each, a “Prohibited Transaction”). 

      


      (e)    The
        Holder understands that nothing in the SEC Reports, this Agreement, or any
        other
        materials presented to the Holder in connection with the purchase and sale
        of
        the Securities constitutes legal, tax or investment advice. The Holder has
        consulted such legal, tax and investment advisors as it, in its sole discretion,
        has deemed necessary or appropriate in connection with its purchase of
        Securities. 

      


      (f)    The
        parties acknowledge and agree that as of the date hereof, the Company has
        not
        disclosed any material non-public information to the Holder.


      
        
           

        

        
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      (g)    The
        Holder further acknowledges that in making its decision to enter into this
        Agreement and purchase the Securities, it has relied on its own examination
        of
        the Company and the terms of, and consequences of holding, the Securities.
        Holder has not received any general solicitation or advertising regarding
        the
        Warrant issuance and Holder has not been furnished with any oral or written
        representation or information in connection with the Warrant
        issuance.

      


      (h)    Holder
        has thoroughly reviewed and the SEC Reports and the Memorandum (the “Disclosure
        Documents”) prior to making this investment. Holder has been granted a
        reasonable time prior to the date hereof during which we have had the
        opportunity to obtain such additional information as Holder deems necessary
        to
        permit Holder to make an informed decision with respect to the purchase of
        the
        Common Stock. After examination of the SEC Reports and other information
        available, Holder is fully aware of the business prospects, financial condition,
        risks associated with investment and the operating history relating to the
        Company, and therefore in subscribing for the purchase of the Securities,
        Holder
        is not relying upon any information other than information contained in the
        Disclosure Documents. The Holder acknowledges that it has independently
        evaluated the merits of the transactions contemplated by this Agreement,
        that it
        has independently determined to enter into the transactions contemplated
        hereby,
        that it is not relying on any advice from or evaluation by any other holder
        or
        investor, and that it is not acting in concert with any other holder or investor
        regarding the issuance of the Warrant. 

      


      (i)    The
        certificate or certificates for the Warrant and the Warrant Shares (and any
        securities issued in respect of or exchange for the Warrant or the Warrant
        Shares) shall be subject to a legend or legends restricting transfer under
        the
        Securities Act and referring to restrictions on transfer herein, such legend
        to
        be substantially as follows:

      


      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE BEEN ISSUED
        AND SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES
        ACT
        OF 1933 (THE “1933 ACT”), AND APPROPRIATE EXEMPTIONS FROM REGISTRATION UNDER THE
        SECURITIES LAWS OF OTHER APPLICABLE JURISDICTIONS. THE SECURITIES MAY NOT
        BE
        OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND THE
        APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE ISSUER SHALL BE
        ENTITLED TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT WITH
        RESPECT TO COMPLIANCE OF THE PROPOSED SALE OR TRANSFER WITH THE REGISTRATION
        REQUIREMENTS OF THE 1933 ACT OR EXEMPTION THEREFROM. 


      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      


       

      The
        Holder expressly agrees that any sale by the Holder of the Warrant Shares
        pursuant to the Registration Statement shall be sold in a manner described
        under
        the caption “Plan of Distribution” in such Registration Statement and the Holder
        will deliver a copy of the Prospectus contained in the Registration Statement
        to
        the purchaser or purchasers, directly or through the Holder’s broker, in
        connection with such sale, in each case in compliance with the requirements
        of
        the Securities Act and Exchange Act applicable to such sale. The Holder further
        agrees that the Warrant Shares shall only be sold while the Registration
        Statement is effective, unless another exemption from registration is available.
        On the basis of compliance by the Holder with the foregoing covenants, upon
        (a)
        effectiveness of the Registration Statement, (b) following any sale of such
        Warrant Shares pursuant to Rule 144 (assuming the transferor is not an affiliate
        of the Company, (c) if such Warrant Shares become eligible for sale under
        Rule
        144(k) (to the extent that the Holder provides a certification or legal opinion
        to the Company to that effect), or (d) if such legend is not required under
        applicable requirements of the Securities Act (including controlling judicial
        interpretations and pronouncements issued by the SEC), the Company shall
        as soon
        as practicable (but not later than five business days after surrender of
        the
        legended certificates to the Company) cause certificates evidencing the Warrant
        Shares previously issued to be replaced with certificates which do not bear
        the
        restrictive legends specified above in this Section 7(i), and all Shares
        subsequently issued shall not bear the restrictive legend specified above
        in
        this Section 7(i); provided that the Holder shall notify the Company promptly
        upon completion of the sale of all of its Warrant Shares. The Holder
        acknowledges that the removal of the restrictive legends from certificates
        representing Shares as provided in this Section 7(i) is predicated upon the
        Company’s reliance on the Holder’s compliance with its covenants in this Warrant
        and the Registration Rights Agreement.

      


      8.    Registration
        Rights Agreement.
        This
        Warrant is issued pursuant to and in connection with the Holder’s representation
        of the Company as placement agent in a private placement. The Warrant Shares
        shall be entitled to the rights conferred thereon under the Registration
        Rights
        Agreement.

      


      9.    Termination.
        This
        Warrant shall terminate at 5:00 p.m. New York City time on the Termination
        Date.


      


      10.       
        Warrant
        Exchangeable for Different Denominations and Reissuable Upon Partial
        Exercise.
        This
        Warrant is exchangeable, upon the surrender hereof by the Holder at the
        principal office of the Company or transfer agent, for new Warrants of like
        tenor representing in the aggregate the purchase rights hereunder, and each
        of
        such new Warrants shall represent such portion of such rights as is designated
        by the Registered Holder at the time of such surrender. At the request of
        the
        Holder (pursuant to a transfer of Warrants or otherwise), this Warrant may
        be
        exchanged for one or more Warrants to purchase Common Stock. In the event
        of a
        partial exercise of this Warrant by the Holder, this Warrant shall be cancelled
        and the Company shall issue a new Warrant to the Holder representing purchase
        rights with respect to an amount of Warrant Shares equal to (x) the number
        of
        Warrant Shares represented hereby on the date of such partial exercise minus
        (y)
        the number of Warrant Shares exercised on the date of such partial exercise.
        The
        date the Company initially issues this Warrant shall be deemed to be the
        date of
        issuance hereof regardless of the number of times new certificates representing
        the unexpired and unexercised rights formerly represented by this Warrant
        shall
        be issued. Each warrant representing a portion of the rights hereunder
        constitutes a Warrant as defined herein.


      
        
           

        

        
          10

          
            

          

        

        
           

        

      


      


      


      11.       
        Ownership
        of Warrants.

      


      (a)    The
        Company may treat the person in whose name any Warrant is registered on the
        register kept at the principal office of the Company as the owner and Holder
        thereof for all purposes, notwithstanding any notice to the contrary, but
        in all
        events recognizing any transfers made in accordance with the terms of this
        Warrant.

      


      (b)    THE
        HOLDER OF THIS WARRANT IS ENTITLED TO CERTAIN REGISTRATION RIGHTS WITH RESPECT
        TO THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF. SAID REGISTRATION RIGHTS
        ARE SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE INITIAL
        HOLDER AND THE COMPANY. 

      


      12.       
        Warrant
        Register.
        The
        Company shall maintain at its principal executive offices books for the
        registration and the registration of transfer of the Warrant. The Company
        may
        deem and treat the Holder so registered as the absolute owner hereof
        (notwithstanding any notation of ownership or other writing thereon made
        by
        anyone) for all purposes and shall not be affected by any notice to the
        contrary, other than a notice in conformity with Section 13 hereof signed
        by the
        previous registered Holder indicating that the warrant has been transferred
        or
        assigned pursuant to Section 6 hereof. The initial registered Holder is
        Canaccord Adams, Inc.

      


      13.       
        Notices.
        Any
        notices, consents, waivers or other communications required or permitted
        to be
        given under the terms of this Warrant must be in writing and will be deemed
        to
        have been delivered: (i) upon receipt, when delivered personally; (ii) upon
        receipt, when sent by facsimile (provided confirmation of transmission is
        mechanically or electronically generated and kept on file by the sending
        party);
        or (iii) one trading day after deposit with a nationally recognized overnight
        delivery service, in each case properly addressed to the party to receive
        the
        same. The addresses and facsimile numbers for such communications shall
        be:

      


      If
        to the
        Company, to:

      


      Smart
        Online, Inc.

      2530
        Meridian Parkway, 2nd
        Floor

      Durham,
        NC 27713

      Attention:
        James Gayton, Corporate Counsel

      Telephone:
        (919) 765-5000

      


      with
        a
        copy to:

      


      Smith,
        Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP

      2500
        Wachovia Capitol Center

      Raleigh,
        NC 27602-2611

      Attention:
        Margaret N. Rosenfeld

      Telephone:
        (919) 821-6714


      
        
           

        

        
          11

          
            

          

        

        
           

        

      


      


      


      If
        to the
        Holder, to:

      


      Canaccord
        Adams

      99
        High
        Street

      Boston,
        MA 02110

      Attention:
        John Tesoro

      Telephone:
        (617) 371-3847 

      


      or
        such
        other address provided to the Company pursuant to Section 12 hereof

      


      If
        to the
        Transfer Agent, to:

      


      Continental
        Stock Transfer & Trust Company

      17
        Battery Place, 8th Floor

      New
        York
        City, New York 10004

      Telephone:
        (212)
        509-4000 

      


      or
        at
        such other address and/or facsimile number and/or to the attention of such
        other
        person as the recipient party has specified by written notice given to each
        other party three (3) trading days prior to the effectiveness of such change.
        Written confirmation of receipt (A) given by the recipient of such notice,
        consent, waiver or other communication, (B) mechanically or electronically
        generated by the sender's facsimile machine containing the time, date, and
        recipient facsimile number or (C) provided by a nationally recognized overnight
        delivery service, shall be rebuttable evidence of personal service, receipt
        by
        facsimile or receipt from a nationally recognized overnight delivery service
        in
        accordance with clause (i), (ii) or (iii) above, respectively.

      


      14.       
        Miscellaneous.
        This
        Warrant shall be governed by the laws of the State of Delaware, as such laws
        are
        applied to contracts to be entered into and performed entirely in Delaware
        by
        Delaware residents. The headings in this Warrant are for purposes of convenience
        and reference only, and shall not be deemed to constitute a part hereof.
        Initially capitalized terms used but not defined herein shall have the meanings
        ascribed to such terms in the Purchase Agreement. Neither this Warrant nor
        any
        term hereof may be changed or waived orally, but only by an instrument in
        writing signed by the Company and the
        Holder. Upon receipt of evidence reasonably satisfactory to the Company of
        the
        ownership of and the loss, theft, destruction or mutilation of any Warrant
        and,
        in the case of any such loss, theft or destruction, upon receipt of indemnity
        or
        security reasonably satisfactory to the Company or, in the case of any such
        mutilation, upon surrender and cancellation of such Warrant, the Company
        will
        make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant,
        a new Warrant of like tenor and representing the 


      
        
           

        

        
          12

          
            

          

        

        
           

        

      


      right
        to
        purchase the same aggregate number of Warrant Shares. This Warrant may be
        amended with, and only with, the written consent of the Company and the Holder.
        Any waiver of any term, covenant, agreement or condition contained in this
        Warrant shall not be deemed a waiver of any other term, covenant, agreement
        or
        condition, and any waiver of any default in any such term, covenant, agreement
        or condition shall not be deemed a waiver of any later default thereof or
        of any
        default of any other term, covenant, agreement or condition. All
        representations, warranties and covenants contained herein shall survive
        the
        execution and delivery of this Warrant and the issuance of any Warrant Shares
        upon the exercise hereof. In the event that any court or any governmental
        authority or agency declares all or any part of any Section of this Warrant
        to
        be unlawful or invalid, such unlawfulness or invalidity shall not serve to
        invalidate any other Section of this Warrant, and in the event that only
        a
        portion of any Section is so declared to be unlawful or invalid, such
        unlawfulness or invalidity shall not serve to invalidate the balance of such
        Section. All provisions of this Warrant shall be binding upon and inure to
        the
        benefit of the parties and their respective heirs, legatees, executors,
        administrators, legal representatives, successors, and permitted transferees
        and
        assigns. No person other than the holder of this Warrant and the Company
        shall
        have any legal or equitable right, remedy or claim under or in respect of,
        this
        Warrant.

      



      
        
           

        

        
          13

          
            

          

        

        
           

        

      


      15       
        Attorneys’
        Fees.
        If any
        suit or action is instituted or attorneys employed to enforce this Warrant
        or
        any part hereof, the Company agrees to pay all reasonable costs and expenses
        associated with such action, including reasonable attorneys’ fees and court
        costs.

      


      


      ISSUED: February
        27, 2007

      


      


      SMART
        ONLINE, INC.

      


      


      By:
        /s/
        Nicholas A. Sinigaglia 

      


      Name:
        Nicholas
        A. Sinigaglia 

      


      Title:
        CFO    

      



      
        
           

        

        
          14

          
            

          

        

        
           

        

      


      


       

      Attachment
        1

       

      


       

      


       

      NOTICE
        OF
        EXERCISE

      


      TO:
         SMART
        ONLINE, INC.

      


      
        	1.	
                The
                  undersigned hereby:

              


      

      


      
        
          	
                	q	
                  elects
                    to purchase    
                    shares of Common Stock of the Company pursuant to the terms of
                    the
                    attached Warrant, and tenders herewith payment of the purchase
                    price of
                    such shares in full, or

                


        

      

      


      
        	
              	q	
                elects
                  to exercise its net issuance rights pursuant to Section 5(b) of the
                  attached Warrant with respect to    
                  shares of Common Stock.

              


      

      


      
        	2.	
                Please
                  issue a certificate or certificates representing said Warrant Shares
                  in
                  the name of the undersigned or in such other name as is specified
                  below:

              


      

      


      ______________________________________

      (Name
        in
        which certificate(s) are to be issued)

      


      ______________________________________

      (Address)

      


      


      


      


      
        	 	
                ______________________________

                (Name
                  of Warrant Holder)

                


                By:___________________________

                


                Title:_________________________

                


                Date
                  signed:___________________