Common Stock Purchase Warrant "AA-3"



 Exhibit 4.5 
 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. 
 IN ADDITION, A PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF JUNE 30, 2005, AS AMENDED (THE
“PURCHASE AGREEMENT”), A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS WARRANT. 
 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 “B” ORIGINALLY ISSUED ON JUNE 30, 2005 
  

 SPEEDEMISSIONS, INC. 
 COMMON STOCK PURCHASE WARRANT “AA-3” 

  

			
	Number of Shares: 195,810	  	Holder: Barron Partners LP
		  	 c/o Barron Capital Advisors LLC

	Original Issue Date: October 12, 2007	  	 Managing Partner

		  	 Attn: Andrew Barron Worden

		  	 730 Fifth Avenue, 9th Floor

	Expiration Date: June 30, 2010	  	 New York NY 10019

		  	 tel 212-659-7790

	Exercise Price per Share: $0.60	  	 fax 646-607-2223


 Speedemissions, Inc., a company organized and existing under the laws of the State of Florida (the
“Company”), hereby certifies that, for value received, BARRON PARTNERS LP, or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to purchase from
the Company up to One Hundred Ninety Five Thousand Eight Hundred Ten (195,810) 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 June 30, 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. 
  

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 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. 
 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. 
  

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 d. (i) Notwithstanding anything contained herein to the contrary,
the holder of this Warrant may, at its election exercised in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the
Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): 
 Net Number = (A x (B - C))/B 
  

	 	(ii)	For purposes of the foregoing formula: 

 A= the total
number shares with respect to which this Warrant is then being exercised. 
 B= the last reported sale price (as reported by Bloomberg) of
the Common Stock on the trading day immediately preceding the date of the Exercise Notice. 
 C= the Warrant Exercise Price then in effect at
the time of such exercise. 
 e. The holder of this Warrant agrees not to elect a Cashless Exercise for a period
of six (6) months. The holder of this Warrant also agrees not to elect a Cashless Exercise so long as there is an effective registration statement for the Warrant Shares. 
 6. Maximum Exercise. The Warrant Holder shall not be entitled to exercise this Warrant on a Date of Exercise in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Warrant Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable
upon the exercise of this Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Warrant Holder and its affiliates of more than 4.9% of the outstanding
shares of Common Stock on such date. This Section 6 may be waived or amended only with the consent of the Holder and the consent of holders of a majority of the shares of outstanding Common Stock of the Company who are not Affiliates. For the
purposes of the immediately preceding sentence, the term “Affiliate” shall mean any person: (a) that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the
Company; or (b) who beneficially owns (i) any shares of the Company’s Series A Convertible Preferred Stock, (ii) the Company’s Common Stock Purchase Warrant dated October 14, 2005, or (iii) this Warrant. For the
purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. 
  

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 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. 
 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. 
 d. The Company fails to meet certain earnings per share projections. In the
event the Company earns between $0.0054 and $0.0033 per share (where such earnings in this paragraph shall always be defined as Earnings before Tax, Depreciation and Amortization (“EBTDA”) from recurring operations excluding any one time
expenses using a fully diluted shares outstanding of 197,277,632 (the per share EBTDA figure is subject to adjustment per any reduction or increase in shares outstanding at year end)), the warrant exercise price shall be reduced proportionately by
0% if the earnings are $0.0054 per share and by 40% if the earnings are $0.0033 or less per share. For example, if the Company earns $0.0043 per share, or 20% below $0.0054 per share, then the warrant exercise price shall be reduced by 20%. Such
reduction shall be made at the time the December 31st, 2005 financial results are reported and shall be made from the starting exercise price of the
warrants being the exercise price of the warrants at that time, and shall be cumulative upon any other changes to the exercise price of the warrant that may already have been made. 
  

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 e. The Company sells, grants or issues any shares, options, warrants, or any
instrument convertible into shares or equity in any form below $0.06 per share. In the event the Company sells, grants or issues any shares, options, warrants, or any instrument convertible into shares or equity in any form below $0.06 per share
the warrant exercise price shall be reduced proportionately. For example, if the Company sells, grants or issues any shares, options, warrants, or any instrument convertible into shares or equity in any form at $0.048 per share, or 20% below $0.06
per share, then the warrant exercise price shall be reduced by 20%. Such reduction shall be made at the time such transaction is made, and shall be cumulative upon any other changes to the exercise of the warrant that may already have been made.

 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. Sale or Merger of the
Company. Upon a Change in Control, the restriction contained in Section 6 shall immediately be released and the Warrant Holder will have the right to exercise this Warrant concurrently with such Change in Control event. For purposes of this
Warrant, the term “Change in Control” shall mean a consolidation or merger of the Company with or into another company or entity in which the Company is not the surviving entity or the sale of all or substantially all of the assets of the
Company to another company or entity not controlled by the then existing stockholders of the Company in a transaction or series of transactions. 
 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 
 Attn: Bruce A. Parsons, Esq. 
 If to the Warrant Holder: 
 Barron Partners LP 
 Barron Capital Advisors LLC, 
 Managing
Partner 
 Attn: Andrew Barron Worden 
 730 Fifth Avenue, 9th Floor 
 New York NY 10019 
 Facsimile (646) 607-2223 
 tel 212-659-7790 
 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 New York 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. 
 e. In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceablilty 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. 
  

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 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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