0001047469-11-009328 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2011 • Smith Electric Vehicles Corp. • Missouri

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 14th day of September, 2011 (the “Effective Date”), by and between Smith Electric Vehicles U.S. Corporation (the “Company”) and Jacques Schira, an individual (“Employee”).

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SMITH ELECTRIC VEHICLES US CORP. NON QUALIFIED OPTION AGREEMENT
Non Qualified Option Agreement • November 10th, 2011 • Smith Electric Vehicles Corp. • Delaware
PRODUCTION SPACE LEASE (Building #2 at KCI)
Smith Electric Vehicles Corp. • November 10th, 2011 • Missouri

THIS PRODUCTION SPACE LEASE (the “Lease”), is made and entered into this 12th day of March, 2009, between KANSAS CITY, MISSOURI, a municipal corporation of the State of Missouri, (“Landlord”) and SMITH ELECTRIC VEHICLES US CORP., a Delaware corporation (“Tenant”).

OFFICE LEASE (Ambassador Building at KCI)
Office Lease • November 10th, 2011 • Smith Electric Vehicles Corp. • Missouri

THIS OFFICE LEASE (the “Lease”), is made and entered into this 12th day of March, 2009, between KANSAS CITY, MISSOURI, a municipal corporation of the State of Missouri, (“Landlord”) and SMITH ELECTRIC VEHICLES US CORP., a Delaware corporation (“Tenant”).

SMITH ELECTRIC VEHICLES US CORP. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 10th, 2011 • Smith Electric Vehicles Corp. • Delaware

This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of November 3, 2011, by and among Smith Electric Vehicles US Corp., a Delaware corporation (the “Company”), the holders of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), listed on Exhibit A hereto (the “Series C Holders”), the holders of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), listed on the signature pages hereto (the “Series B Holders”) and the holders of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), listed on signature pages hereto (the “Common Holders”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2011 • Smith Electric Vehicles Corp. • Missouri

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of November, 2009 (the “Effective Date”), by and between Smith Electric Vehicles U.S. Corporation (the “Company”) and Kevin Kelly an individual (“Employee”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 10th, 2011 • Smith Electric Vehicles Corp. • Delaware

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the day of , 201 , by and between Smith Electric Vehicles Corp., a Delaware corporation (the “Corporation”), and (“Indemnitee”).

Smith Electric Vehicles Corp. Nonstatutory Stock Option Agreement Granted Under 2012 Incentive Plan
Nonstatutory Stock Option Agreement • November 10th, 2011 • Smith Electric Vehicles Corp.
EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2011 • Smith Electric Vehicles Corp. • England and Wales

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as a deed and is entered into as of this 8th day of November, 2011 (the “Effective Date”), by and between Smith Electric Vehicles Europe Limited (the “Company”) and Robin Mackie, of 72 Reid Park Road, Jesmond, Newcastle Upon Tyne NE2 2ES (“Employee”).

SMITH ELECTRIC VEHICLES US CORP. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 10th, 2011 • Smith Electric Vehicles Corp. • Delaware
Smith Electric Vehicles Corp. Incentive Stock Option Agreement Granted Under 2012 Incentive Plan
Incentive Stock Option Agreement • November 10th, 2011 • Smith Electric Vehicles Corp.
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