Common Stock Purchase Warrant "AA-8"



 Exhibit 4.10 
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES 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 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE 1933 ACT. 
 PURSUANT TO THAT CERTAIN PLAN OF RECAPITALIZATION DATED OCTOBER 12, 2007, THIS WARRANT IS
ISSUED IN PARTIAL EXCHANGE FOR THAT CERTAIN COMMON STOCK PURCHASE WARRANT ORIGINALLY ISSUED ON OCTOBER 14, 2005. 
 SPEEDEMISSIONS,
INC. 
 COMMON STOCK PURCHASE WARRANT “AA-8” 
  

			
	Number of Shares: 800,000	  	Holder: Global Capital Funding Group, L.P.
	Original Issue Date: October 12, 2007	  	 106 Colony Park Dr.

		  	 Suite 900

		  	 Cumming, GA 30040

	Expiration Date: October 14, 2010	  	 tel (678) 947-0028

		  	 fax (678) 947-6499

	Exercise Price per Share: $0.60	  	

 Speedemissions, Inc., a company organized and existing under the laws of the State of Florida (the
“Company”), hereby certifies that, for value received, GLOBAL CAPITAL FUNDING GROUP, L.P., or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to
purchase from the Company up to Eight Hundred Thousand (800,000) shares (as adjusted from time to time as provided in Section 7, the “Warrant Shares”) of common stock, $0.001 par value (the “Common
Stock”), of the Company at a price of Sixty Cents ($0.60) per Warrant Share (as adjusted from time to time as provided in Section 7, the “Exercise Price”), at any time and from time to time from and after
the date thereof and through and including 5:00 p.m. New York City time on October 14, 2010 (or eighteen months of effectiveness of a Registration Statement subsequent to the issuance hereof (such eighteen months to be extended by one month for
each month or portion of a month during which a Registration Statement’s effectiveness has lapsed or been suspended), whichever is longer)(the “Expiration Date”), and subject to the following terms and conditions:

 1. Registration of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Warrant Holder hereof from time to time. The Company may deem and treat the registered Warrant Holder of this Warrant as the absolute owner hereof for the purpose of
any exercise hereof or any distribution to the Warrant Holder, and for all other purposes, and the Company shall not be affected by notice to the contrary. 







 2. Investment Representation. The Warrant Holder by accepting this Warrant represents that
the Warrant Holder is acquiring this Warrant for its own account or the account of an affiliate for investment purposes and not with the view to any offering or distribution and that the Warrant Holder will not sell or otherwise dispose of this
Warrant or the underlying Warrant Shares in violation of applicable securities laws. The Warrant Holder acknowledges that the certificates representing any Warrant Shares will bear a legend indicating that they have not been registered under the
United States Securities Act of 1933, as amended (the “1933 Act”) and may not be sold by the Warrant Holder except pursuant to an effective registration statement or pursuant to an exemption from registration requirements of
the 1933 Act and in accordance with federal and state securities laws. If this Warrant was acquired by the Warrant Holder pursuant to the exemption from the registration requirements of the 1933 Act afforded by Regulation S thereunder, the Warrant
Holder acknowledges and covenants that this Warrant may not be exercised by or on behalf of a Person during the one year distribution compliance period (as defined in Regulation S) following the date hereof. “Person” means an
individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity. 
 3.
Validity of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly issued and warrants and agrees that all of Common Stock that may be issued upon the exercise of the rights
represented by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further warrants and agrees
that during the period within which the rights represented by this Warrant may be exercised, following the effectiveness of an amendment to its articles of incorporation to increase its authorized common stock, the Company will at all times have
authorized and reserved a sufficient number of Common Stock to provide for the exercise of the rights represented by this Warrant. 
 4.
Registration of Transfers and Exchange of Warrants. 
 a. Subject to compliance with the legend set forth on the
face of this Warrant, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant with the Form of Assignment attached hereto duly completed and signed, to the Company at the office
specified in or pursuant to Section 11. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the
portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Warrant Holder. The acceptance of the New
Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a Warrant Holder of a Warrant. 
  

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 b. This Warrant is exchangeable, upon the surrender hereof by the Warrant
Holder to the office of the Company specified in or pursuant to Section 11 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant
will be dated the date of such exchange. 
 5. Exercise of Warrants. 
 a. Upon surrender of this Warrant with the Form of Election to Purchase attached hereto duly completed and signed to the Company,
at its address set forth in Section 11, and upon payment and delivery of the Exercise Price per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the United States
of America, in cash or by certified or official bank check or checks, to the Company, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 7 business days after the Date
of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate (subject to the restrictions on transfer
described in the legend set forth on the face of this Warrant), a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act. Any person so designated by the Warrant Holder to receive
Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. 
 b. A “Date of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New
Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to be purchased. 
 c. This Warrant shall be exercisable at any time and from time to time for such number of Warrant Shares as is indicated in the
attached Form of Election To Purchase. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant. 
 6. Intentionally Left Blank.

 7. Adjustment of Exercise Price and Number of Shares. The character of the shares of stock or other securities at the
time issuable upon exercise of this Warrant and the Exercise Price therefore, are subject to adjustment upon the occurrence of the following events, and all such adjustments shall be cumulative: 
 a. Adjustment for Stock Splits, Stock Dividends, Recapitalizations, Etc. The Exercise Price of this Warrant and the number of
shares of Common Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar
event affecting the number of outstanding shares of stock or securities. 
  

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 b. Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any
consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization
(any such transaction being hereinafter referred to as a “Reorganization”), then, in each case, the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such Reorganization (the
“Effective Date”), shall receive, in lieu of the shares of stock or other securities at any time issuable upon the exercise of the Warrant issuable on such exercise prior to the Effective Date, the stock and other securities
and property (including cash) to which such holder would have been entitled upon the Effective Date if such holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant). 
 c. Certificate as to Adjustments. In case of any adjustment or readjustment in the price or kind of securities issuable on the
exercise of this Warrant, the Company will promptly give written notice thereof to the holder of this Warrant in the form of a certificate, certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or
readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based. 
 8. Fractional
Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this Warrant. The number of full Warrant Shares that shall be issuable upon the exercise of this Warrant shall be computed on
the basis of the aggregate number of Warrants Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 8, be issuable on the exercise of this Warrant, the
Company shall, at its option, (i) pay an amount in cash equal to the Exercise Price multiplied by such fraction or (ii) round the number of Warrant Shares issuable, up to the next whole number. 
 9. Intentionally Left Blank. 
 10. Issuance of Substitute Warrant. In the event of a merger, consolidation, recapitalization or reorganization of the Company or a reclassification of Company shares of stock, which results in an adjustment to the number of
shares subject to this Warrant and/or the Exercise Price hereunder, the Company agrees to issue to the Warrant Holder a substitute Warrant reflecting the adjusted number of shares and/or Exercise Price upon the surrender of this Warrant to the
Company. 
 11. Notice. All notices and other communications hereunder shall be in writing and shall be deemed to have been
given (i) on the date they are delivered if delivered in person; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an
overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows: 
 If to the Company: 
 Speedemissions,
Inc. 
 1015 Tyrone Road, Suite 220 
 Tyrone, GA 30290 
 Facsimile (770) 306-7667 
 Attention: Richard A. Parlontieri 
  

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 With a copy to: 
 Burr & Forman LLP 
 420 North 20th Street, Suite 3400 
 Birmingham, AL 35203 
 Facsimile
(205) 458-5100 
 Attention: Bruce A. Parsons, Esq. 
 If to the Warrant Holder: 
 Global Capital Funding Group, L.P. 
 c/o Global Capital Advisors, Ltd. 
 106
Colony Park Dr. 
 Suite 900 
 Cumming, GA 30040 
 Facsimile (678) 947-6499 
 Attention: Timothy H. Edwards 
 12. Miscellaneous. 
 a. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. This Warrant may be amended only by a writing signed by the Company and the Warrant Holder. 
 b. Nothing in
this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit
of the Company and the Warrant Holder. 
 c. This Warrant shall be governed by, construed and enforced in accordance
with the internal laws of the State of Georgia without regard to the principles of conflicts of law thereof. 
 d. The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof. 
  

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 e. In case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable
provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant. 
 f. The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those
expressed in this Warrant. 
 [SIGNATURES ON FOLLOWING PAGE] 
  

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 IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by the authorized officer as
of the date first above stated. 
  

			
	SPEEDEMISSIONS, INC., a Florida corporation
		
	By:	 	/s/ Richard A. Parlontieri
	Name:	 	Richard A. Parlontieri
	Title:	 	President

  

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 FORM OF ELECTION TO PURCHASE 
 (To be executed by the Warrant Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) 
 To: SPEEDEMISSIONS, INC.: 
 In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably
elects to purchase                      shares of Common Stock (“Common Stock”), $0.001 par value, of Speedemissions, Inc. and
encloses the warrant and $                     for each Warrant Share being purchased or an aggregate of
$                     in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in
the Warrant) together with any applicable taxes payable by the undersigned pursuant to the Warrant. 
 The undersigned requests that certificates for the
shares of Common Stock issuable upon this exercise be issued in the name of: 
  

	
	
	  
	
	  
	
	  
	(Please print name and address)
	
	  
	(Please insert Social Security or Tax Identification Number)

 If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock
which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the
exercise evidenced hereby be issued in the name of and delivered to: 
  

	
	
	  
	
	  
	
	  
	(Please print name and address)

  

									
	Dated:	 	_______________	 	Name of Warrant Holder:
					
		 		 		 	(Print)	 	 
					
		 		 		 	(By:)	 	 
					
		 		 		 	(Name:)	 	 
					
		 		 		 	(Title:)	 	 
				
		 		 		 	Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant

  

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