Thomas P.
Grainger
Post Office Box 7
Saratoga, WY 82331
EQUITY
INVESTMENT COMMITMENT AND AGREEMENT FOR CONVERSION OF DEBT TO
EQUITY
This Equity
Investment Commitment and Agreement for Conversion of Debt to
Equity (this “Commitment”) is signed by Thomas P.
Grainger (“Purchaser”) and Smart Move, Inc. (he
“Company”) for the purpose of confirming
Purchaser’s commitment on the terms herein set forth: i) to
provide additional equity funding to the Company in the aggregate
amount of $750,000, through the purchase for cash of an aggregate
2,343,750 of restricted shares of the Company’s common stock,
($.0001 par value) and the issuance of 3,515,625 common stock
purchase warrants exercisable at $0.40 for a period of five years;
and ii) to convert $740,000 of principal indebtedness and accrued
interest on the terms set forth herein.
1.
Committed New Investment of $750,000 in Restricted Shares of
Common Stock; Agreed Conversion of Debt to Equity
Purchaser will
provide new funding of $750,000 by means of the purchase of an
aggregate 2,343,750 restricted shares of the Company’s common
stock at $0.32 per share (the “Transaction Share
Price”) pursuant to the “Transaction Terms” set
forth in Paragraph 2 below. The gross proceeds of $750,000 for
the purchase of the equity shall be net of the accrued interest on
the notes that are being converted to equity as part of this
agreement. The amount of accrued interest shall be as described on
Exhibit A at the date of funding of the $750,000. For example,
if the date of funding is August 15, 2008, the net proceeds to
the Company shall be $737,296.62 (which is the $750,000.00 less the
accrued interest on the notes of $12,703.38). Purchaser has also
agreed to convert Purchaser’s existing 7% Unsecured
Convertible Note due September 2, 2010 in the face amount of
$540,000 and Purchaser’s existing 12% Unsecured Convertible
Note due January 22, 2009 in the face amount of $200,000 in
accordance with the Transaction Terms which will be incorporated
into one or more appropriate implemen
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