Smith Electric Vehicles Corp. [ ] Shares Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENT [pricing date]Underwriting Agreement • September 19th, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • New York
Smith Electric Vehicles Corp., a Delaware corporation (the “Company”), proposes to issue and sell, and each person or entity (each, a “Selling Stockholder”) identified as a Selling Stockholder in Schedule D annexed hereto proposes to sell, to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of [# of firm shares] shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company, of which [# of firm shares from company] Firm Shares are to be issued and sold by the Company and [# of firm shares from selling stockholder(s)] Firm Shares are to be sold by certain of the Selling Stockholders. In addition, solely for the purpose of covering over-allotments, the Company and certain of the Selling Stockholders propose to grant to the Underwriters the option to purchase from the Company [and such Selling Stockholders] up to an additional [# of additional shares] shares of Co
EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • Missouri
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 6th day of June, 2012 (the “Effective Date”), by and between Smith Electric Vehicles Corp. (the “Company”) and Robert W. Schuller, an individual (“Employee”).
EMPLOYMENT AGREEMENTEmployment 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”).
Product Sales AgreementProduct Sales Agreement • July 25th, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • New York
THIS Product Sales Agreement (“Agreement”) is made and entered into as of March 16, 2011 (“Effective Date”), by and between A123 Systems, Inc., a Delaware corporation, with offices at 200 West Street, Waltham, MA 02451 USA (“A123”) and Smith Electric Vehicles US Corp, a Delaware corporation, with offices at 12200 N.W. Ambassador Drive, Suite 326, Kansas City, MO 64163 (the “Smith”). A123 and Smith individually and jointly may also be referred to as “Party” or “Parties.
SMITH ELECTRIC VEHICLES US CORP. NON QUALIFIED OPTION AGREEMENTNon Qualified Option Agreement • November 10th, 2011 • Smith Electric Vehicles Corp. • Delaware
SOFTWARE LICENCE AGREEMENTSoftware License Agreement • July 25th, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies
THIS AGREEMENT (“Agreement”) is made on this 31st day of May, 2011, by and between Smith Electric Vehicles US Corp. (“Smith”), a Delaware, USA company with its principal place of business at 12200 N.W. Ambassador Drive, Kansas City, MO 64163 94303, USA, and StormMQ Limited (“StormMQ”), a UK company with its principal place of business at Gateshead International Business Centre, Mulgrave Terrace, Gateshead, NE8 1AN, United Kingdom, WHEREIN:
DEVELOPMENT, SUPPLY, AND LICENSE AGREEMENTDevelopment, Supply, and License Agreement • July 25th, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • New York
SMITH ELECTRIC VEHICLES CORP. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 23rd, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • Delaware
This SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of January 30, 2012, by and among Smith Electric Vehicles Corp., a Delaware corporation (the “Company”), the holders of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), listed on Exhibit A hereto (the “Series D Holders”), the holders of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), listed on the signature pages 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”).
PRODUCTION SPACE LEASE (Building #2 at KCI)Production Space Lease • May 23rd, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • 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”).
ContractLicensing and Manufacturing Agreement • July 25th, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies
***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
OFFICE LEASE (Ambassador Building at KCI)Office Lease • May 23rd, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • 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”).
SUPPLY AGREEMENTSupply Agreement • May 23rd, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • England
THIS SUPPLY AGREEMENT (“Agreement”) is dated this 7th day of October, 2010 (the “Effective Date”), by and between Smith Electric Vehicles US Corp., of 12200 N.W. Ambassador Drive, Suite 326, Kansas City, Missouri, USA, its subsidiaries and Affiliates (“Smith”), and AVIA Ashok Leyland Motors s.r.o. of Beranovych 140, CZ 19903 Praha 9. Letnany, Czeeh Republic, its subsidiaries and Affiliates (collectively, “AVIA Ashok”) (collectively the “Parties,” and each individually a “Party”), based upon the following recitals.
SMITH ELECTRIC VEHICLES US CORP. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor 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 AGREEMENTEmployment 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 AGREEMENTIndemnification 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”).
DATED 1st January 2011 TANFIELD GROUP PLC and SMITH ELECTRIC VEHICLES EUROPE LIMITED and SMITH ELECTRIC VEHICLES US CORP LICENCE TO OCCUPY relating to the area known as part of Vigo Centre Birtley Road Washington Tyne & Wear NE38 9DALicence to Occupy • November 10th, 2011 • Smith Electric Vehicles Corp. • England and Wales
Smith Electric Vehicles Corp. Nonstatutory Stock Option Agreement Granted Under 2012 Incentive PlanNonstatutory Stock Option Agreement • November 10th, 2011 • Smith Electric Vehicles Corp.
DATED 1st JANUARY 2011 THE SELLERS (1) and SMITH ELECTRIC VEHICLES EUROPE LIMITED (2) and SMITH ELECTRIC VEHICLES US CORP (3) BUSINESS PURCHASE AGREEMENT relating to the sale and purchase of the specialist electrical vehicles business carried on by...Business Purchase Agreement • November 10th, 2011 • Smith Electric Vehicles Corp.
ContractLicensing and Manufacturing Agreement • April 4th, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies
***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
LEASELease Agreement • August 24th, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • New York
THIS LEASE, made as of the 3rd day of August, 2012 (the “Commencement Date”), between 295 LOCUST ASSOCIATES LLC, a New York limited liability company (“Landlord”), and SMITH ELECTRIC VEHICLES CORP., a Delaware corporation (“Tenant”);
EMPLOYMENT AGREEMENTEmployment 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”).
ContractFleet Maintenance Agreement • April 4th, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • England and Wales
***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
RIGHTS PLAN dated as of August 31, 2012 between SMITH ELECTRIC VEHICLES CORP. and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. as Rights AgentRights Plan • September 6th, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • Delaware
This RIGHTS PLAN, dated as of August 31, 2012 (this “Agreement”), is between Smith Electric Vehicles Corp., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the “Rights Agent”).
DEVELOPMENT, SUPPLY, AND LICENSE AGREEMENTDevelopment, Supply, and License Agreement • April 4th, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • New York
DEVELOPMENT, SUPPLY, AND LICENSE AGREEMENTDevelopment, Supply, and License Agreement • April 4th, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • New York
THIS AGREEMENT (“Agreement”) is dated this 30th day of September, 2010 (the “Effective Date”), by and between Smith Electric Vehicles US Corp., a Delaware Corporation (“Smith”), and Clean Power Technical Solutions Sp. z.o.o., a Polish company, (“CPTS”) (collectively the “Parties,” and each individually a “Party”), based upon the following recitals.
SMITH ELECTRIC VEHICLES US CORP. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 10th, 2011 • Smith Electric Vehicles Corp. • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • 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 ***** (“Employee”).
NOT SPECIFIED /OTHER ASSISTANCE AGREEMENTAssistance Agreement • April 4th, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies
Smith Electric Vehicles Corp. Incentive Stock Option Agreement Granted Under 2012 Incentive PlanIncentive Stock Option Agreement • November 10th, 2011 • Smith Electric Vehicles Corp.
