May 24, 2007 SmarTire Systems Inc. 13151 Vanier Place, Suite 150 Richmond, British Columbia V6V 2J1
Exhibit
10.105
May
24,
2007
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Richmond,
British Columbia
V6V
2J1
Re:
Registration rights on financial instruments held by Cornell Capital Partners,
LP (“Cornell”), Starome Investments Limited (“Starome”),
Xentennial Holdings Limited (“Xentennial”) and Staraim Enterprises
Limited (“Staraim”)
The
following financial instruments are held by the entities identified
below:
|
Date
of Instrument
|
Financial
Instrument
|
Amount
|
Held
by
|
|
March
22 05
|
5%
convertible preferred stock and warrants
|
$ 4.0
million
|
Cornell
|
|
May
27 05
|
5%
convertible debenture and warrants
|
$ 1.5
million
|
Cornell
|
|
Dec.
30 05
|
10%
convertible debenture and warrants
|
$ 8.0
million
|
Xentennial
|
|
Dec.
30 05
|
10%
convertible debenture and warrants
|
$ 20.0
million
|
Starome
|
|
Dec.
30 05
|
10%
convertible debenture and warrants
|
$ 2.0
million
|
Staraim
|
On
January 11, 2006, SmarTire filed with the SEC a registration statement on
Form
SB-2, as amended (the “Registration Statement”). The
Registration Statement was not declared effective on or before May 11, 2006,
resulting in SmarTire being in non-compliance with Section 2 of the financial
instruments and related agreements identified above (the “Financial
Instruments”).
Each
of
Cornell, Starome, Xentennial and ▇▇▇▇▇▇▇ agrees that an Event of Default
(as
defined in the applicable Financial Instrument) has not occurred as a result
of
the Registration Statement not being declared effective by the SEC and each
of
Cornell, Starome, Xentennial and Staraim waives any and all of its rights
under
the applicable default provisions of the Financial Instruments affected by
this
non-compliance.
Yours
very truly,
|
Cornell
Capital Partners, LP
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇
▇▇▇▇▇▇▇▇
Its: Managing
Partner & General Counsel
|
Starome
Investments Limited
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
By:
▇▇▇▇▇▇▇ ▇▇▇▇▇
Its: Director
|
Staraim
Enterprises Limited
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its: Member
|
|
Agreed
and Acknowledged on May 24, 2007
By: /s/
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
By:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Its: Chief
Financial Officer
|
Xentennial
Holdings Limited
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its: Member
|