[LOGO] Agora Investor Relations Corp.
000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx X0X0X0
TEL: 000.000.0000/000.000.0000 FAX: 000.000.0000
WEB:xxx.XxxxxXX.xxx xxx.Xxxxxxxx.xxx EMAIL: XXX@Xxxxxxxx.xxx
THIS INVESTOR RELATIONS AGREEMENT made as of the 1st day of November 2005,
BETWEEN:
SmarTire Systems Inc. a company subsisting under the laws of the Yukon
Territory and having its head office at #150 - 00000 Xxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
("SmarTire")
AND:
AGORA Investor Relations Corp, a company incorporated in the province of
Ontario, and having its head office at 000 Xxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0
("AGORA")
WHEREAS:
A. SMARTIRE requires the services of a corporation capable of providing
Investor Relations services (collectively, the "Services"); and
B. AGORA is ready, willing and able to provide the Services on the terms and
conditions set forth in this Agreement;
NOW THEREFORE in consideration of the mutual covenants contained herein and the
sum of $10.00 paid by each party to the other (the receipt and sufficiency of
which is hereby acknowledged), the parties hereto agree each with the other as
follows:
1. CONSULTING SERVICES
1.1 Subject to the approval of any governing regulatory authority or stock
exchange, if required, SMARTIRE shall retain AGORA to provide the
Services, the particulars of which are set out in section 4 of this
Agreement, and AGORA shall provide the Services on the terms and
conditions of this Agreement.
1.2 AGORA shall have no right or authority, express or implied, to commit or
otherwise obligate SMARTIRE in any manner whatsoever, except to the extent
specifically provided for herein or specifically authorized in writing by
SMARTIRE.
2. TERM
2.1 The term of this Agreement shall begin on November 1, 2005 and, unless
sooner terminated as provided for in section 7 of this Agreement, shall
expire on the October 31, 2006. SMARTIRE will have the option to renew
this Agreement for an additional Twelve (12) months under the same terms
of this Agreement.
3. COMPENSATION
As partial compensation for services under this Agreement, AGORA shall
receive monthly cash compensation in the amount of $US 2,500.00. Upon
acceptance of this Agreement, SMARTIRE will provide AGORA with first and
last payments ($US 5,000), as well as, post-dated cheques for December 1,
2005, January 1, 2006 and February 1, 2006. Thereafter, at the beginning
of each subseqent quarter of this Agreement, SMARTIRE shall provide AGORA
with three post-dated cheques for each respective month.
3.2 As the final component of compensation, SMARTIRE and AGORA shall enter
into an agreement in which AGORA will be granted a warrant to purchase
common shares of SMARTIRE, the details of which are provided in Schedule
"B" of this Agreement. The monthly fee and stock option agreement shall
constitute full compensation for AGORA.
3.3 AGORA shall absorb all expenses incurred in providing Services to SMARTIRE
pursuant to this Agreement.
4. SERVICES TO BE PROVIDED
4.1 AGORA agrees, at its expense, to effect communications between SMARTIRE
and its shareholder base, prospective investors and the investment
community as a whole, the details of which have been clearly defined in
Schedule "A" of this Agreement.
4.2 AGORA agrees, at its expense, to further provide marketing and branding
services intended to raise awareness amongst prospective investors and the
investment community as a whole, the details of which have been clearly
defined in Schedule "A" of this Agreement.
4.2 In performing the Services under this Agreement, AGORA shall comply with
all applicable corporate, securities and other laws, rules, regulations,
notices and policies, including those of any applicable Stock Exchange,
and, in particular, AGORA shall not:
(a) release any financial or other information or data about SMARTIRE,
which has not been generally released or promulgated, without the
prior approval of SMARTIRE;
(b) conduct any meetings or communicate with financial analysts without
informing SMARTIRE in advance of the proposed meeting and the format
or agenda of such meeting;
(c) release any information or data about SMARTIRE to any selected or
limited person, entity, or group if AGORA is aware or ought to be
aware that such information or data has not been generally released
or promulgated; and
(d) after notice by SMARTIRE of filing materials for a proposed public
offering of securities of SMARTIRE, and during any period of
restriction on publicity, AGORA shall not engage in any public
relations efforts not in the normal course without the prior
approval of counsel for SMARTIRE and of counsel for the
underwriter(s), if any.
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5. DUTIES OF COMPANY
5.1 SMARTIRE shall supply AGORA, on a regular and timely basis, with all
approved data and information about SMARTIRE, its management, products and
operations, and SMARTIRE shall be responsible for advising AGORA of any
facts which would affect the accuracy of any prior data or information
previously supplied to AGORA. SMARTIRE will make its best efforts to make
officers and executives available for interviews, Q&A sessions and other
investor communications. SMARTIRE will use its best efforts to respond to
reasonable questions put forth by shareholders and prospective investors.
5.2 SMARTIRE shall contemporaneously notify AGORA if any information or data
being supplied to AGORA that has not been generally released or
promulgated.
5.3 SMARTIRE shall issue a press release, to be drafted by AGORA, announcing
the Investor Relations agreement and include AGORA contact information and
instructions for investors to utilize the SMARTIRE IR HUB at the end of
every subsequent press release.
6. REPRESENTATIONS AND WARRANTIES
AGORA represents and warrants to, and covenants with, SMARTIRE as follows:
(a) AGORA and its agents, employees and consultants, will comply with
all applicable corporate and securities laws and other laws, rules,
regulations, notices and policies, including those of any applicable
Stock Exchange;
(b) AGORA will, and will cause its employees, agents and consultants to,
act at all times in the best interests of SMARTIRE; and
(c) AGORA has not been subject to any sanctions or administrative
proceedings by any securities regulatory authority
7. TERMINATION
7.1 In the event AGORA materially breaches any term of this Agreement,
SMARTIRE may immediately terminate this Agreement with "cause".
7.2 In the event of termination by SMARTIRE pursuant to paragraph 7.1, all
amounts otherwise payable to AGORA pursuant to the terms of section 3
shall cease and terminate, including unvested stock options, and AGORA
will return all material provided by SMARTIRE.
7.3 In the event SMARTIRE materially breaches any term of this Agreement,
AGORA may immediately terminate this Agreement.
7.4 In the event of termination by AGORA pursuant to paragraph 7.3, or
termination of this agreement by SMARTIRE without cause, all amounts
otherwise payable to AGORA for the remaining and complete term of this
agreement, pursuant to the terms of Section 3, shall become immediately
due and payable and AGORA will return all material provided by SMARTIRE.
In addition, all stock options granted pursuant to the terms of Section 3
shall not be effected.
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8. NOTICE
8.1 Any notice, commitment, election or communication required to be given
hereunder by either party to the other party, in any capacity shall be
deemed to have been well and sufficiently given if facsimilied or
delivered to the address of the other party as set forth on page one of
this Agreement, or as later amended by either party from time to time in
writing.
8.2 Any such notice, commitment, election or other communication shall be
deemed to have been received on the third business day following the date
of delivery.
9. GENERAL
9.1 All references to currency herein are to currency of The United States Of
America.
9.2 The rights and interests of the parties under this Agreement are not
assignable.
9.3 Time is of the essence of this Agreement.
9.4 This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors, personal representatives,
heirs and assigns.
9.5 If any one or more of the provisions contained in this Agreement should be
invalid, illegal or unenforceable in any respect in any jurisdiction, the
validity, legality and enforceability of such provision or provisions will
not in any way be affected or impaired thereby in any other jurisdiction
and the validity, legality and enforceability of the remaining provisions
contained herein will not in any way be affected or impaired thereby,
unless in either case as a result of such determination this Agreement
would fail in its essential purpose.
9.6 The heading and section numbers appearing in this Agreement or any
schedule hereto are inserted for convenience of reference only and shall
not in any way affect the construction or interpretation of this
Agreement.
9.7 This Agreement shall be construed and enforced in accordance with, and the
rights of the parties to this Agreement shall be governed by, the laws of
Ontario and each of the parties hereby irrevocably attorn to the
jurisdiction of the courts of Ontario.
9.8 AGORA is an independent contractor, responsible for compensation of its
agents, employees and representatives, as well as all applicable
withholdings therefrom and taxes thereon. This Agreement does not
establish any partnership, joint venture, or other business entity or
association between the parties.
9.9 This Agreement shall supersede and replace any other agreement or
arrangement, whether oral or written, heretofore existing between the
parties in respect of the subject matter of this Agreement.
9.10 The parties shall promptly execute or cause to be executed all documents,
deeds, conveyances and other instruments of further assurance which may be
reasonably necessary or advisable to carry out fully the intent of this
Agreement.
9.11 This Agreement may be executed in as many counterparts as may be necessary
and by facsimile, each of such counterparts so executed will be deemed to
be an original and such counterparts together will constitute one and the
same instrument and, notwithstanding the date of execution, will be deemed
to bear the date as of the day and year first above written.
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IN WITNESS WHEREOF this Agreement has been executed as of the day and year first
above written.
SmarTire Systems Inc
/s/Xx Xxxxx CEO
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Authorized Signatory Position
AGORA Investor Relations Corp.
/s/Xxxxxx Xxxxxxx
------------------------------------------
Xxxxxx Xxxxxxx, President
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