STOCK PURCHASE WARRANT To Purchase 250,000 Shares of Common Stock of SmarTire Systems, Inc.Smartire Systems Inc • August 18th, 2003 • Industrial instruments for measurement, display, and control
THIS STOCK PURCHASE WARRANT CERTIFIES that, for value received, HPC Capital Management (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 23, 2003 (the "Initial Exercise Date") and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from SmarTire Systems, Inc., a corporation incorporated in the Yukon Territory (the "Company"), up to 250,000 shares (the "Warrant Shares") of Common Stock, no par value per share, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $0.1955, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise define
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of July 17, 2003, among SmarTire Systems, Inc., a Yukon Territory corporation (the "Company"), and the purchasers signatory hereto (each such purchaser is a "Purchaser" and all such purchasers are, collectively, the "Purchasers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 23, 2003 between Talisman Management Limited ("Purchaser") and SmarTire Systems, Inc. (the "Company").
STOCK PURCHASE WARRANT To Purchase ___________ Shares of Common Stock of SmarTire Systems, Inc.Stock Purchase • August 18th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control
THIS STOCK PURCHASE WARRANT CERTIFIES that, for value received, _____________ (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 17, 2003 (the "Initial Exercise Date") and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from SmarTire Systems, Inc., a corporation incorporated in the Yukon Territory (the "Company"), up to ____________ shares (the "Warrant Shares") of Common Stock, without par value per share, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $0.1771, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise
August 12, 2003 Mr. Robert Rudman President & Chief Executive Officer SmarTire Systems, Inc. Suite 150 13151 Vanier Place Richmond, British Columbia Canada, V6V 2J1 Re: Engagement Letter Dear Mr. Rudman:Letter Agreement • August 18th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York
This letter agreement (this "Agreement") supercedes the March 19, 2003 Investment Banking agreement and confirms SmarTire Systems Inc.'s (the "Company") engagement of HPC Capital Management ("HPC") as investment banker, financial advisor and consultant of the Company and sets forth the terms and conditions pursuant to which HPC shall perform in said capacity.
ESCROW AGREEMENTEscrow Agreement • August 18th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York
THIS ESCROW AGREEMENT (this "Escrow Agreement") is made as of July 23, 2003, by and among SmarTire Systems, Inc., a corporation incorporated under the laws of the Yukon Territory (the "Company"), Talisman Management Limited, A British Virgin Islands corporation (the "Purchaser") and Feldman Weinstein, LLP with offices at 420 Lexington Avenue, Suite 2620, New York, New York 10170 (the "Escrow Agent"). Capitalized terms used but not defined herein shall have the meanings set forth in the Common Stock Purchase Agreement referred to in the first recital.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 18th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York
This Securities Purchase Agreement (this "Agreement") is dated as of July 17, 2003, among SmarTire Systems, Inc., a Yukon Territory corporation (the "Company"), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
ESCROW AGREEMENTEscrow Agreement • August 18th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York
THIS ESCROW AGREEMENT (this "Agreement") is made as of July 17, 2003, by and among SmarTire Systems, Inc., a corporation incorporated under the laws of the Yukon Territory (the "Company"), the purchasers signatory hereto (each an "Purchaser" and together the "Purchasers"), and Feldman Weinstein LLP, with an address at 420 Lexington Avenue, Suite 2620, New York, New York 10170 (the "Escrow Agent"). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
ADVISORY FEE PAYMENT AND SUBSCRIPTION AGREEMENTPayment and Subscription Agreement • August 18th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • British Columbia
This ADVISORY FEE PAYMENT AND SUBSCRIPTION AGREEMENT (the "Agreement") is made as of the 25th day of July, 2003, by and between SmarTire Systems Inc. ("SmarTire"), whose business address is Suite 150, 13151 Vanier Place, Richmond, B.C., Canada, V6V 2J1, and West Sussex Trading, Inc. ("West Sussex Trading"), whose business address is 55 Ginty Boulevard, Haverhill, Massachusetts 01830, U.S.A.
FINANCIAL CONSULTING AGREEMENTFinancial Consulting Agreement • August 18th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • British Columbia
This Agreement is made and entered into as of the 15th day of August, 2003 between EPOCH FINANCIAL GROUP, INC. ("Consultant"), having offices at 210 Interstate North Parkway, Suite 700, Atlanta, Georgia 30339 and SMARTIRE SYSTEMS INC. ("Company") a corporation formed under the laws of the Yukon Territory, having offices at 150-13151 Vanier Place, Richmond, BC V6V 2J1, Canada.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 18th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York
This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of July 23, 2003 by and between SmarTire Systems, Inc., a Yukon Territory corporation (the "Company") and Talisman Management Limited (the "Purchaser").
MANAGEMENT AGREEMENTManagement Agreement • August 18th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • British Columbia
SMARTIRE SYSTEMS INC., a company duly incorporated pursuant to the laws of the Province of British Columbia, having an office at 150 - 13151 Vanier Place, Richmond, British Columbia, V6V 2J1
