Company	:	The Smart Tire Company Inc.
Corporate Address	:	1450 Firestone Pkwy, Unit E, Akron, OH 44301
Offering Minimum	:	$9,995.80
Offering Maximum	:	$3,703,441.60
Minimum Investment Amount (per investor)	:	$243.80

Terms

Offering Type	:	Equity
Security Name	:	Series Seed-1 Preferred Stock
Minimum Number of Shares Offered	:	2,173
Maximum Number of Shares Offered	:	805,096
Price per Share	:	$4.60
Pre-Money Valuation	:	$50,042,424.80

Voting Proxy. Each Investor shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Investor’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Investor, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute any instrument or document that the CEO determines is necessary or appropriate in the exercise of its authority under this instrument, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the Investor pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Investor is an individual, will survive the death, incompetency and disability of the Investor and, so long as the Investor is an entity, will survive the merger or reorganization of the Investor or any other entity holding the Securities. However, the Proxy will terminate upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock.

The Next Great American Tire Company