November 7, 2007
Exhibit 10.110
November
7, 2007
SmarTire
Systems, Inc.
00000
Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0
ATTN: Xxxx
Xxxxxxxxxxx, Chief Financial Officer
Dear
Xx.
Xxxxxxxxxxx:
This
letter sets forth our agreement
regarding the registration penalties owed by SmarTire Systems, Inc. (“SmarTire”
or the “Company”) to the undersigned in connection with the undersigned’s
purchase of the Amended and Restated Convertible Debenture referenced
below.
Date
of Instrument:
|
Issuer:
|
Security
|
Outstanding
Principal:
|
December
30, 2005
|
|
Amended
and Restated
Convertible
Debenture
|
$19,774,500
|
1.
|
Pursuant
to the terms of a certain Registration Rights Agreement (the “RRA”) to
which the undersigned was a party, the Company was required to
file and
have declared effective with the Securities Exchange Commission
a
registration statement to register for resale the shares of Common
Stock
of the Company underlying the Amended and Restated Convertible
Debenture
referenced above. The Company is in default of its obligations
under the RRA and is required to pay damages to the undersigned
under the
RRA for, among other things, the failure to obtain effectiveness
of such
registration statement for the Common Stock underlying the Amended
and
Restated Convertible Debenture referenced above (the “RRA Damages”). The
undersigned hereby agrees to permanently waive its right to the
RRA Damages.
|
2.
|
All
amounts owed under the Amended and Restated Convertible Debenture
referenced above, including all interest, fees, costs, expenses
and other
charges now or hereafter payable by the Company to the undersigned
under
the Amended and Restated Convertible Debenture are unconditionally
owing
by the Company to the undersigned, without offset, setoff, defense
or
counterclaim of any kind, nature or description whatsoever. The
Company further acknowledges, confirms and agrees that (a) all
agreements between SmarTire and the undersigned (the “Existing
Agreements”) have been duly executed and delivered by the Company to
the undersigned, and each is in full force and effect as of the
date
hereof; (b) the agreements and obligations of SmarTire contained in
the Existing Agreements constitute the legal, valid and binding
obligations of SmarTire, enforceable against it in accordance with
their
respective terms, and the Company has no valid defense to the enforcement
of such obligations; and (c) the undersigned is and shall be
entitled to the rights, remedies and benefits provided for in the
Existing
Agreements and applicable law, without offset, setoff, defense
or
counterclaim of any kind, nature or descriptions
whatsoever.
|
If
the
foregoing correctly sets forth the terms of our agreement, please sign this
letter on the line provided below, whereupon it will constitute a binding
agreement among us.
Sincerely,
STAROME
INVESTMENTS
LIMITED
By: /s/Xxxxxxx
Xxxxxxx
Name:
Xxxxxxx
Xxxxxxx
Title: Authorized Signatory
ACCEPTED
AND AGREED:
SMARTIRE
SYSTEMS, INC.
By: /s/Xxxx
Xxxxxxxxxxx
Name:
Xxxx Xxxxxxxxxxx
Title: Chief
Financial Officer