STOCK PURCHASE WARRANT To Purchase 109,000 Shares of Common Stock of SmarTire Systems Inc.Security Agreement • January 15th, 2004 • 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 December 24, 2003 (the "Initial Exercise Date") and, subject to Section 3(e), on or prior to the close of business on the third (3rd) 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 109,000 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 $0.25, 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 te
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 15th, 2004 • 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 December 19, 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").
ESCROW AGREEMENTEscrow Agreement • January 15th, 2004 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York
THIS ESCROW AGREEMENT (this "Agreement") is made as of December 19, 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.
PLACEMENT FEE PAYMENT AND SUBSCRIPTION AGREEMENTPlacement Fee Payment and Subscription Agreement • January 15th, 2004 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • British Columbia
This PLACEMENT FEE PAYMENT AND SUBSCRIPTION AGREEMENT (the "Agreement") is made as of the 24th day of December, 2003, by and between SmarTire Systems Inc. ("SmarTire"), whose business address is Suite 150, 13151 Vanier Place, Richmond, B.C., Canada, V6V 2J1, and HPC Capital Management ("HPC Capital"), whose business address is 200 Mansell Court East, Suite 550, Roswell, Georgia 30076 U.S.A.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 15th, 2004 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New York
This Securities Purchase Agreement (this "Agreement") is dated as of December 19, 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").
CONVERTIBLE DEBENTURE DUE APRIL 1, 2006Securities Purchase Agreement • January 15th, 2004 • 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 Convertible Debenture, due April 1, 2006 (the "Debentures").
