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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2009

SMART MOVE, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-32951 54-2189769

(State or other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)

5990 Greenwood Plaza Blvd. #390

Greenwood Village, CO 80111
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (720) 488-0204

Not Applicable
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Forward Looking Statements

Statements in this Current Report on Form 8-K (including the exhibits) that are not purely historical facts, including statements
regarding Smart Move, Inc.’s beliefs, expectations, intentions or strategies for the future, may be “forward-looking statements”
under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding expected
financing or funding transactions and any statements identified by forward looking terms such as “may,” “will,” “would,”
“expect,” “plan,” “anticipate” or “project.” These statements are subject to risks and uncertainties which could cause actual
results to differ materially from such statements, including, among others, risks relating to general economic conditions affecting
the Company’s operations or the demand for its services and any delay or failure of the Company to complete any funding or
financing transaction at levels sufficient to meet its working capital requirements. Smart Move has included a discussion of these
and other pertinent risk factors in its Annual Report on Form-KSB for 2007 and in Quarterly Reports on Form 10-Q for the first,
second and third quarters of 2008. Smart Move disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

Item 1.01. Entry into a Material Definitive Agreement

On February 17, 2009, Smart Move, Inc. (the “Company”) entered into the material agreement described in Item 2.03, below, by
which the Company obtained gross loan proceeds of $350,000. The Company and the Investors also entered into a Note in the
form attached hereto as Exhibit 4.1.

The Audit Committee of the Board of Directors of Smart Move, Inc. reviewed the terms of the proposed transaction, which include
participation of a related person who is not an officer or director of the Company, to determine whether the arrangements would
be consistent with the best interests of the Company and its stockholders. Based upon the transaction terms and conditions to be
applicable under the terms of agreement proposed, the Company’s current need for funding to maintain operations and its delays
in securing equity capital at higher targeted levels, the Committee concluded that the transaction terms proposed are fair and
reasonable under all of the circumstances, and are in, or not inconsistent with, the best interests of the Company and its
stockholders. The Committee also noted that the terms were no less favorable to the Company than terms that would be
obtainable at the current time by the Company for a comparable transaction in arms’ length dealings negotiated in good faith with
unrelated third parties. The Committee took into account in its determination that shares that would be issuable to the investors
under the convertible notes and warrants would be dilutive due to the current low market price of the Company’s common stock.
The Committee also noted that these investors currently hold notes in the principal amount of $9,217,500 which are secured by
operating assets of the Company, and that these previously issued and outstanding secured notes are technically in default, and
without continued forbearance of these holders to exercise their rights as secured parties, the Company could not continue its
operations.

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Item 2.03. Creation of a Direct Financial Obligation

On February 17, 2009, a Bridge Loan Agreement in the form attached as Exhibit 4.1, was entered into between the Company and
investors for a short term loan in the principal amount of $350,000 bearing interest at 12% per annum, with a maturity date of
March 31, 2009. The loan is secured to the extent of principal and interest by SmartVault containers and the tool mold on a pro rata
and pari passu basis with holders of security in the same assets with respect to $9,217,500 of existing indebtedness. The loan
bears interest at the rate of 12% per annum, payable at maturity. The Company paid a placement agent that is a registered FINRA
broker a fee equal to 6% of the gross proceeds at the closing of the bridge loan. The terms of the bridge loan include conditional
issuances of restricted securities to the lender as described in Item 3.02. The Company and the Investor also entered into a Note, a
copy of the form of which is attached hereto as Exhibit 4.2.

Item 3.02. Unregistered Sales of Securities

In connection with the bridge loan funding described in Items 1.02 and 2.03 above, and as additional risk-related consideration
agreed to be paid to the lender for making the short-term loan, the Company issued its secured 12% Notes and also agreed,
subject to satisfaction of approval requirements to issue restricted common stock upon conversion of the Notes along with
warrants to purchase common stock, also constituting restricted securities. The stated Maturity Date is March 31, 2009. The
warrants issued to investors cover a right to purchase an aggregate 39,375,000 shares at an exercise price of $0.04 of the
Company’s common stock. The lenders are accredited investors as defined in Rule 501(a) of Regulation D, as amended, under the
Securities Act of 1933, as amended (“the 1933 Act”) and the Company relied upon the exemption from securities registration
afforded by the provisions of Rule 506 of Regulation D, under the Securities Act of 1933. A placement agent fee equal to 6% of
the gross bridge loan proceeds was paid by the Company to a registered FINRA broker at the Closing.

The Company and the Investors also entered into a Note, a copy of the form of which is attached hereto as Exhibit 4.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

EX 4.1- 10% Secured Convertible Note

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current
Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

SMART MOVE, INC.

Date: February 20, 2009 By: /s/ Edward Johnson

Exhibit 4.1
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

No. [2009-1] U.S. [$_____]

Original Issue Date: February __, 2009

SECURED SERIES 2009 12% CONVERTIBLE NOTE

DUE MARCH 31, 2009

THIS NOTE is one of a duly authorized issue of Notes of SMART MOVE, INC., a Delaware corporation, (the “Company”),
designated as its Series 2009 12% Convertible Notes (the “Notes”) due on March 31, 2009 (the “Maturity Date”), in an aggregate
principal amount of $_____ plus accrued but unpaid interest.
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FOR VALUE RECEIVED, the Company promises to pay to ________, the registered holder hereof (the “Holder”), the
principal sum of ________ and 00/100 Dollars (US $ _____) and to pay interest on the principal sum outstanding from time to
time in arrears at the rate of 12% per annum, accruing from February ____, 2009. Accrual of interest shall commence on the first
such business day to occur after the Issue Date and shall continue to accrue on a daily basis until payment in full of the principal
sum has been made or duly provided for. All accrued and unpaid interest shall be due and payable on the Maturity Date

This Note is being issued pursuant to the terms of the Subscription Agreement, dated __________, 2009 (the “Subscription
Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the Subscription Agreement.

This Note is subject to the following additional provisions.

Section 1. Collateral, and Pari Passu.

(a) This Note is one of a series of Notes known as the Series 2009 12% Convertible Notes in a total principal amount of
$1,200,000 plus accrued but unpaid interest. No payments will be made to the holder of this Note unless a proportional payment
(based on outstanding principal amount) is made with respect to all other Notes. Upon liquidation, this Note will be treated in pari
passu with all other Notes and all other unsecured indebtedness of the Company.

(b) The repayment of this Note is secured by a Security Agreement of even date for the benefit of all holders of Notes issued
in this Series. Further, the interests of all holders of Notes is subject to the terms and conditions of that certain Agreement
Respecting Lenders between and among all holders of Notes and all holders of other notes of the Company in the aggregate
principal amount of approximately $9.2 million providing, inter alia, for all such Lenders sharing in payments and the Collateral
pari passu..

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Section 2. No Sale or Transfer. This Note may not be sold, transferred, assigned, hypothecated or divided into two or more
Notes of smaller denominations except to the extent such sale, transfer, assignment, hypothecation or division is in compliance
with federal and applicable state securities laws, the compliance with which must be established to the reasonable satisfaction of
the Company.

Section 3. No Limitations on Debt; No Limitation on Equity. The existence of this Note does not preclude the Company from
incurring other indebtedness (including secured debt and including other Notes which may, by their terms, be senior to the
Notes) or issuing additional equity securities.

Section 4. Provisions Regarding Payment of Interest. If not paid previously, all interest will be payable at the Maturity Date.

Section 5. (a) “Event of Default” wherever used herein, means any one of the following events (whatever the reason and
whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body):

(i) Any default in the payment of the principal of or interest on this Note as and when the same shall become due and
payable, (whether on the Maturity Date or by acceleration or otherwise);

(ii) The Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise
commit any breach of, this Note or any other agreement between holder and the Company and such failure or breach shall
not have been remedied within 30 days after the date on which notice of such failure or breach shall have been given;

(iii) The Company shall commence a voluntary case under the United States Bankruptcy Code or insolvency laws as now or
hereafter in effect or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against the
Company under the Bankruptcy Code and the petition is not controverted within 30 days, or is not dismissed within 60 days,
after commencement of such involuntary case; or a “custodian” (as defined in the Bankruptcy Code) is appointed for, or
takes charge of, all or any substantial part of the property of the Company or the Company commences any other proceeding
under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar
law of any jurisdiction whether now or hereafter in effect relating to the Company or there is commenced against the
Company any such proceeding which remains undismissed for a period of 60 days; or the Company is adjudicated insolvent
or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers
any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or
unstayed for a period of 60 days; or the Company makes a general assignment for the benefit of creditors; or the Company
shall fail to pay, or shall state that it is unable to pay its debts generally as they become due; or the Company shall call a
meeting of all of its creditors with a view to arranging a composition or adjustment of its debts; or the Company shall by any
act or failure to act indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other
action is taken by the Company for the purpose of effecting any of the foregoing.

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(b) Remedies. The Holder, together with all other holders of Notes based on a majority vote by principal amount of the
Holders of all other Notes (a “Majority of the Holders”), may declare a default under Section 5(a)(i) upon not less than 15 days’
written notice to the Company. If the Company fails to cure an Event of Default within such period (or if the cure cannot be
reasonably completed within such period, commence the cure of the Event of Default and diligently pursue such cure), then
interest shall thereafter accrue at the default interest rate of 18% per annum and a Majority of the Holders may:

(i) Declare all amounts due under the Notes immediately due and owing and exercise all rights with respect thereto permitted
by law;

(ii) Apply to a court with its seat in Colorado that has jurisdiction over the Company for the appointment of a receiver to
manage the assets and operations of the Company;

(iii) Convert all of the Notes into common stock of the Company; or

(iv) Assert any other remedy available at law or in equity.

Section 6. Prepayment. The Company may prepay this Note in whole or in part at any time prior to the Maturity Date upon
not less than 30 days’ written notice to the Holder.

Section 7. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Business Day” means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which
banking institutions in the State of Colorado are authorized or required by law or other government action to close.

“Company” means Smart Move, Inc., a Delaware corporation.

“Conversion Amount” shall mean the total of unpaid principal and accrued but unpaid interest at the date such amount is
determined.

“Conversion Price” shall mean $0.02 per share, as adjusted as set forth in Section 8(d), below.

“Conversion Shares” shall mean the shares of the Company’s common stock issued or issuable upon conversion of the
Notes.

“Notes” means the Notes, or any of them, as the context may require.

“Holder” means any Person who is a registered holder of this Note as listed in the books of the Company.

“Interest Payment Date” is as defined in the paragraph entitled “FOR VALUE RECEIVED,” above.

“Majority of the Holders” is as defined in Section 5(b).

“Market Price” at any date shall be deemed to be (i) if the principal trading market for such securities is any exchange, the
last reported sale price, on each Trading Day for which determination is made as officially reported on any consolidated tape,
(ii) if the principal market for such securities is the over-the-counter market, the closing prices (or, if no closing price, the
closing bid price) on such Trading Days as set forth by Nasdaq or the OTC Bulletin Board (whichever is the principal market
for the Company’s common stock) as reported at

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http://finance.yahoo.com or, (iii) if the security is not quoted on Nasdaq or the OTC Bulletin Board), the average bid and
asked price as set forth on www.pinksheets.com or (if not available) in the National Quotation Bureau sheet listing such
securities for such day. Notwithstanding the foregoing, if there is no reported closing price or bid price, as the case may be,
on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market
Price shall be determined in good faith by resolution of the Board of Directors of the Company, based on the best
information available to it.

“Material Adverse Effect” means a material adverse effect upon the business, operations, properties, assets or condition
(financial or otherwise) of the Company taken as a whole.

“Maturity Date” means the date defined in the first paragraph or (if earlier) the date of any prepayment or acceleration.

“Original Issue Date” shall mean the date this Note is purchased by the initial holder.

“Person” means a corporation, an association, a partnership, organization, a business, an individual, a government or

political subdivision thereof or a governmental agency.

“Strike Price” means a Market Price of $0.02 per share, as adjusted as set forth in Section 8(d), below.

“Trading Day” means a day in which the market on which shares of the Company’s common stock are principally traded is
open for trading, whether or not any shares of the Company’s common stock are actually traded on that day.

Section 8. Conversion.

a. Voluntary Conversion. At any time before this Note has been paid, upon written notice to the Company, the Holder
may convert the Conversion Amount into shares of the Company’s common stock by dividing the Conversion Amount by the
Conversion Price.

b. Limitation on Conversion. Notwithstanding any other provision hereof, in no event (except (i) as specifically
provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the
Company’s Common Stock) shall the Holder be entitled to convert any portion of this Note, or shall the Company have the
obligation to convert such Note (and the Company shall not have the right to pay interest hereon in shares of Common Stock) to
the extent that, after such conversion or issuance of stock in payment of interest, the sum of (1) the number of shares of Common
Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unconverted portion of the Notes or other convertible securities or of the unexercised
portion of warrants or other rights to purchase Common Stock), and (2) the number of shares of Common Stock issuable upon the
conversion of the Notes with respect to which the determination of this proviso is being made, would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into
account the shares to be issued to the Holder upon such conversion). For purposes of the proviso to the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Note, further agrees
that if the Holder transfers or assigns any of the Notes to a party who or which would not be considered such an affiliate, such
assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this
Section 8(b) as if such transferee or

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assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other
shares of Common Stock beneficially owned by the Holder so as to thereafter permit the continued conversion of this Note. The
provisions of this paragraph 8(b) shall not apply to any holder who, immediately prior to the purchase of this Note, would be
deemed to be the beneficial owner of 5% or more of the issued and outstanding shares of the Company’s common stock. This
paragraph 8(b) shall terminate in the event (i) the Company no longer has a class of equity securities registered under Section
12(g) of the Exchange Act, (ii) the Company is no longer a reporting company under Section 13(a) or 15(d) of the Exchange Act, or
(iii) at the sole election of the Holder hereof.

c. Manner of Converison. Conversion shall be effectuated by faxing a Notice of Conversion (as defined below) to the
Company as provided in this paragraph. The Notice of Conversion shall be executed by the Holder of this Note and shall
evidence such Holder’s intention to convert this Note or a specified portion hereof in the form annexed hereto as Exhibit A. No
fractional shares of Common Stock or scrip representing fractions of shares will be issued on conversion, but the number of
shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the “Conversion
Date”) shall be deemed to be the date on which the Holder faxes or otherwise delivers the conversion notice (“Notice of
Conversion”) to the Company so that it is received by the Company on or before such specified date, provided that, if such
conversion would convert the entire remaining principal of this Note, the Holder shall deliver to the Company the original Notes
being converted no later than five (5) business days thereafter. Facsimile delivery of the Notice of Conversion shall be accepted
by the Company at facsimile number (720) 488-0190: Attention Chris Sapyta, President. Certificates representing Common Stock
upon conversion (“Conversion Certificates”) will be delivered to the Holder at the address specified in the Notice of Conversion
(which may be the Holder’s address for notices as contemplated by the Subscription Agreement or a different address), via
express courier, by electronic transfer or otherwise, as provided in Section 8(d)(iii) below, and, if interest is paid by Common
Stock, the Interest Payment Date. The Holder shall be deemed to be the holder of the shares issuable to it in accordance with the
provisions of this Section 8(c) on the Conversion Date.

d. Nature of Common Stock Issued.

(i) When issued upon conversion of the Notes pursuant to Section 8(a) hereof, the Conversion Shares will be legally
and validly issued, fully-paid and non-assessable.

(ii) Upon any conversion, this Note will be deemed cancelled and of no further force and effect, representing only the
right to receive the Conversion Shares, regardless whether the Holder delivers this Note to the Company for cancellation.

(iii) As soon as possible after a conversion has been effected (and subject to the Holder having returned the Note to
the Company for cancellation), the Company will deliver to the converting holder a certificate or certificates representing the
Conversion Shares issuable by reason of such conversion in such name or names and such denomination or denominations as
the converting holder has specified If any fractional share of common stock would be issuable upon any conversion, the
Company will pay the holder of the Conversion Shares an amount equal to the Market Price of such fractional share.

(iv) The issuance of certificates for shares of Conversion Shares will be made without charge.

(v) The Company will not close its books against the transfer of the Conversion Shares issued or issuable in any
manner which interferes with the conversion of this Note.

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e. Conversion Price Dilution Adjustment. In order to prevent dilution of the conversion rights granted under this
Section, the Conversion Price and the Strike Price will be subject to adjustment from time to time pursuant to this Section 8e.

(i) If, for as long as this Note remains outstanding, the Company enters into a merger (other than where the Company is
the surviving entity) or consolidation with another corporation or other entity or a sale or transfer of all or substantially all of the
assets of the Company to another person (collectively, a “Sale”), the Company will require, in the agreements reflecting such
transaction, that the surviving entity expressly assume the obligations of the Company hereunder. Notwithstanding the
foregoing, if the Company enters into a Sale and the holders of the Common Stock are entitled to receive stock, securities or
property in respect of or in exchange for Common Stock, then as a condition of such Sale, the Company and any such successor,
purchaser or transferee will agree that the Note may thereafter be converted on the terms and subject to the conditions set forth
above into the kind and amount of stock, securities or property receivable upon such merger, consolidation, sale or transfer by a
holder of the number of shares of Common Stock into which this Note might have been converted immediately before such
merger, consolidation, sale or transfer, subject to adjustments which shall be as nearly equivalent as may be practicable. In the
event of any such proposed Sale, (i) the Holder hereof shall have the right to convert by delivering a Notice of Conversion to the
Company within fifteen (15) days of receipt of notice of such Sale from the Company.

(ii) If, at any time while any portion of this Note remains outstanding, the Company spins off or otherwise divests itself
of a part of its business or operations or disposes of all or of a part of its assets in a transaction (the “Spin Off”) in which the
Company, in addition to or in lieu of any other compensation received and retained by the Company for such business,
operations or assets, causes securities of another entity (the “Spin Off Securities”) to be issued to security holders of the
Company, the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been
issued to the Holder had all of the Holder’s Notes outstanding on the record date (the “Record Date”) for determining the amount
and number of Spin Off Securities to be issued to security holders of the Company (the “Outstanding Notes”) been converted as
of the close of business on the trading day immediately before the Record Date (the “Reserved Spin Off Shares”), and (ii) to be
issued to the Holder on the conversion of all or any of the Outstanding Notes, such amount of the Reserved Spin Off Shares
equal to (x) the Reserved Spin Off Shares multiplied by (y) a fraction, of which (I) the numerator is the principal amount of the
Outstanding Notes then being converted, and (II) the denominator is the principal amount of the Outstanding Notes.

(iii) If, at any time while any portion of this Note remains outstanding, the Company effectuates a stock split or reverse
stock split of its Common Stock or issues a dividend on its Common Stock consisting of shares of Common Stock, the Conversion
Price and any other amounts calculated as contemplated hereby shall be equitably adjusted to reflect such action. By way of
illustration, and not in limitation, of the foregoing, (i) if the Company effectuates a 2:1 split of its Common Stock, thereafter, with
respect to any conversion for which the Company issues shares after the record date of such split, the Conversion Price shall be
deemed to be one-half of what it had been immediately prior to such split; (ii) if the Company effectuates a 1:10 reverse split of its
Common Stock, thereafter, with respect to any conversion for which the Company issues shares after the record date of such
reverse split, the Conversion Price shall be deemed to be ten times what it had been calculated to be immediately prior to such
split; and (iii) if the Company declares a stock dividend of one share of Common Stock for every 10 shares outstanding, thereafter,
with respect to any conversion for which the Company issues shares after the record date of such dividend, the Conversion Price
shall be deemed to be such amount multiplied by a fraction, of which the numerator is the number of shares (10 in the example) for
which a dividend share will be issued and the denominator is such number of shares plus the dividend share(s) issuable or issued
thereon (11 in the example).

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Section 9. No Impairment. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate,
and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company.

Section 10. No Rights as a Shareholder. This Note shall not entitle the Holder to any of the rights of a stockholder of the
Company, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of,
or to attend, meetings of stockholders or any other proceedings.

Section 11. No recourse shall be had for the payment of the principal of, or the interest on, this Note, or for any claim based
hereon, or otherwise in respect hereof, against any incorporator, shareholder, officer or director, as such, past, present or future,
of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

Section 12. All payments contemplated hereby to be made “in cash” shall be made in immediately available good funds of
United States of America currency by wire transfer to an account designated in writing by the Holder to the Company (which
account may be changed by notice similarly given). All payments of cash and each delivery of shares of Common Stock issuable
to the Holder as contemplated hereby shall be made to the Holder at the address last appearing on the Note Register of the
Company as designated in writing by the Holder from time to time; except that the Holder can designate, by notice to the
Company, a different delivery address for any one or more specific payments or deliveries.

Section 13. The Holder of the Note, by acceptance hereof, agrees that this Note is being acquired for investment and that
such Holder will not offer, sell or otherwise dispose of this Note or the shares of Common Stock issuable upon conversion thereof
except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or
similar laws relating to the sale of securities.

Section 14. The Notes will initially be issued in denominations determined by the Company, but are exchangeable for an
equal aggregate principal amount of Notes of different denominations, as requested by the Holder surrendering the same. No
service charge will be made for such registration or transfer or exchange.

Section 15. The Company shall be entitled to withhold from all payments of principal of, and interest on, this Note any
amounts required to be withheld under the applicable provisions of the United States income tax laws or other applicable laws at
the time of such payments, and Holder shall execute and deliver all required documentation in connection therewith.

Section 16 This Note has been issued subject to investment representations of the original purchaser hereof and may be
transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the “Act”), and other applicable state
and foreign securities laws and the terms of the Subscription Agreement. In the event of any proposed transfer of this Note, the
Company may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer
documentation that is sufficient to evidence that such proposed transfer complies with the Act and other

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applicable state and foreign securities laws and the terms of the Subscription Agreement. Prior to due presentment for transfer of
this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the
Company’s Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 17. Mutilated, Lost or Stolen Notes. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall
execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for
a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed but only
upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, and adequate indemnity, if
requested, all reasonably satisfactory to the Company.

Section 18. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of
Colorado. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of
Boulder, Colorado, or the state courts of the State of Colorado sitting in Boulder County, Colorado in connection with any dispute
arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such
court, the Company shall reimburse the Holder for any reasonable legal fees and disbursements incurred by the Holder in
enforcement of or protection of any of its rights under any of this Note.

Section 19. Waiver of Jury Trial; No Other Waivers. The Company and the Holder hereby waive the right to a trial by jury in
any action, proceeding or counterclaim in respect of any matter arising out or in connection with this Note. Any waiver by the
Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist
upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of
the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.

Section 20. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain
in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other
Persons and circumstances.

Section 21. Obligations Due on a Business Day. Whenever any payment or other obligation hereunder shall be due on a day
other than a Business Day, such payment shall be made on the next succeeding Business Day (or, if such next succeeding
Business Day falls in the next calendar month, the preceding Business Day in the appropriate calendar month).

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer duly authorized for
such purpose, as of the date first above indicated.

SMART MOVE, INC.

By:______________________
Chris Sapyta, President

Attest:

By:______________________

a) ______________________, Secretary

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EXHIBIT “A”

NOTICE OF CONVERSION

(To be executed by the Holder in order to elect to convert the Note)

TO:

The undersigned hereby irrevocably elects to convert the principal amount of the above Note into Shares of Common Stock
of SMART MOVE, INC., according to the conditions stated therein, as of the Conversion Date written below.

Conversion Date:
Applicable Conversion Price: $ 0.02
Signature:
Name:
Address:
Note amount converted: $
Number of shares of Common Stock to be issued:
Please issue the shares of Common Stock in the following name and to the following address:
Issue to:
Authorized Signature:
Name:
Title:
Phone Number:
Broker DTC Participant Code:
Account Number:

If this name is different from the name of the Holder, the Holder will have to show compliance for such transfer with federal and
applicable state securities laws or in accordance with the plan of distribution in any Registration Statement.

By submitting this Notice of Conversion, the undersigned Holder represents and warrants to the Company that Holder is an
accredited investor as that term is defined in SEC Rule 501(a) or otherwise able to evaluate the risks and merits of an investment,
that the Holder is a sophisticated investor as required by SEC Rule 506, that it has completed such investigation into the
Company and the securities being acquired pursuant to this Notice of Conversion as the undersigned (in consultation with its
advisors) has determined appropriate, and that it is submitting this Notice of Conversion of its own volition and free will.

By: ____________________ Date: ____________________

Name:
Address:

Social Security Number