July 31, 2006 SmarTire Systems Inc. 13151 Vanier Place, Suite 150 Richmond, British Columbia V6V 2J1
Exhibit
10.66
July
31,
2006
00000
Xxxxxx Xxxxx, Xxxxx 000
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 Xxxxxxx 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 pending
the
filing of an amended or new registration statement, or a withdrawal of
the
Registration Statement as mutually agreed by SmarTire and each of the
undersigned, 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 until October 31,
2006.
Yours
very truly,
Cornell
Capital Partners, LP Xentennial
Holdings Limited
/s/
Xxxx Xxxxxx
/s/ Xxxx Xxxxxx
By:
Xxxx
Xxxxxx By:
Xxxx
Xxxxxx
Its:
President and Portfolio Manager
Its:
President and Portfolio Manager
Starome
Investments Limited ________________________
By:
/s/
Xxxxxxx Xxxxx
Its:
By:
Xxxxxxx Xxxxx
Its:
Director
Staraim
Enterprises Limited
____________________________
By:
/s/
Xxxx Xxxxxx
Its:
By:
Xxxx
Xxxxxx
Its:
_________________________
By:
Its: