SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 4th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York
This Securities Purchase Agreement (this "Agreement") is dated as of May 15, 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").
STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of SmarTire Systems, Inc.Security Agreement • June 4th, 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 May 19, 2003 (the "Initial Exercise Date") and, subject to Section 3(e), 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, 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 $0.2645, 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 us
7% CONVERTIBLE DEBENTURE DUE May 19, 2005Securities Agreement • June 4th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control
THIS DEBENTURE is one of a series of duly authorized and issued Debentures of SmarTire Systems, Inc., a Yukon Territory corporation, having a principal place of business at Suite 150-13151 Vanier Place, Richmond, British Columbia, Canada V6V 2J1(the "Company"), designated as its 7% Convertible Debenture, due May 19, 2005 (the "Debentures").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 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 May 15, 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").
STOCK PURCHASE WARRANT To Purchase 112,000 Shares of Common Stock of SmarTire Systems, Inc.Securities Agreement • June 4th, 2003 • Smartire Systems Inc • 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 May 16, 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 112,000 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 $0.13, 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 def
HPC Capital Management Investment Banking / Financial ConsultantsEngagement Letter • June 4th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • Georgia
This letter agreement (this "Agreement") 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.
Impact Capital International Investment Intermediaries October 25, 2002 CONFIDENTIALFinancial Advisory Agreement • June 4th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control
This agreement (the "Agreement") replaces and supersedes all previous agreements entered into by and between Impact Capital Partners Limited ("Impact Capital") and SmarTire Systems, Inc. (the "Company"). This Agreement shall serve as our full and complete understanding relative to your engagement of Impact Capital as financial advisors and investment intermediaries to the Company. The Funds may be provided, without limitation, through conventional debt, convertible debt, secured debt, participating debt, warrants, equity, preferred equity, lines of credit, equity draw-down facilities, letters of credit and/or other form of financing. Notwithstanding any financing successfully completed by and between the Company and Live Oak Capital, L.L.C. and/or Smith Point Capital Partners, L.P. will be subject to the compensation provisions provided in paragraphs 2a) and b) of our letter of engagement dated August 10, 2001.
ESCROW AGREEMENTEscrow Agreement • June 4th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control
THIS ESCROW AGREEMENT (this "Agreement") is made as of May 15, 2003, by and among SmarTire Systems, Inc., a corporation incorporated under the laws of the Yukon Territory (the "Company"), the investors signatory hereto (each an "Investor" and together the "Investors"), 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.
MEMORANDUM OF AGREEMENT "MOA"Memorandum of Agreement • June 4th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control
SmarTire Systems Inc. ("SmarTire"), a corporation incorporated under the laws of The Yukon Territory whose registered office is at The Dury Building, 3081 Third Avenue, Whitehorse, Yukon, Y1A 4Z7
SECOND EXTENSION AND SETTLEMENT AGREEMENTSettlement Agreement • June 4th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • Ohio
SMARTIRE SYSTEMS INC., a company duly incorporated pursuant to the laws of the Province of British Columbia, having an officer and principal place of business at 150 - 13151 Vanier Place, Richmond, British Columbia, V6V 2J1
May 27, 2003Engagement Letter Agreement • June 4th, 2003 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • British Columbia
Impact Capital Partners Ltd. 1800 Century Park East Suite 600 Las Angeles, California 90067 Unanimous Shareholder Agreement Attention: Henrik Rouf
