AMENDMENT NO. 3 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
Exhibit 10.11
AMENDMENT
NO. 3
This
AMENDMENT NO. 3 TO INVESTOR REGISTRATION RIGHTS AGREEMENT (this
“Amendment”), is made effective as of November 30,
2007 (the “Effective Date”), by and
between XENTENIAL HOLDINGS LIMITED
(“Investor”); and SMARTIRE SYSTEMS
INC., a corporation continued under the laws of the Province of British
Columbia (the “Company”), with reference to the
following recitals:
A. Investor
and the Company entered into that certain Investor Registration Rights
Agreement, dated January 23, 2007 (the “Master Agreement”).
B. Contemporaneously
with the execution of this Amendment, Investor and Company are entering into
a
securities purchase agreement (the “SPA”) pursuant to
which the Company shall issue and sell to the Investors additional secured
convertible debentures (the “Additional Convertible
Debentures”) which shall be convertible into that number of shares
(the “Additional Conversion Shares”) of the Company’s
Common Stock.
C. Contemporaneously
with the execution of this Amendment, Company is issuing to Investor a warrant
to purchase 225,000,000 shares of Common Stock of the Company (the
“Warrant Shares”)and, pursuant to the
terms of the SPA, may issue to the Investor an additional warrant
(the “Additional Warrant”)
to purchase 420,000,000 shares of Common Stock (the “Additional
Warrant Shares”).
C. To
induce the Investor to execute and deliver the SPA, the Company has agreed
to
amend the Master Agreement to provide certain registration rights by including
the Additional Conversion Shares as part of the “Registrable Securities” under
the Master Agreement.
FOR
GOOD
AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, Investor and the Company agree as follows:
1. Registrable
Securities. The Definition of “Registrable Securities” in Section
1(c) of the Master Agreement shall be deleted in its entirety and replaced
with
the following:
“Registrable
Securities” means (i) 300% of the aggregate number of Conversion
Shares, Additional Conversion Shares, and Warrant Shares issuable to the
Investors upon conversion in full (without taking into account any conversion
limitations) of the Convertible Debentures and Additional Convertible Debentures
which have been issued pursuant to the Securities Purchase Agreement and
the SPA
and remain outstanding, and (ii) all Conversion Shares and Additional Conversion
Shares issued to the Investor, and all Additional Warrant Shares if and when
the
Additional Warrant is issued to the Investor and simultaneous with such issuance
.
2. Definitions. Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them
under
the Master Agreement, and if not defined in the Master Agreement shall have
the
meaning ascribed to them in the Operating Agreement.
3. Non-Impairment. Except
as expressly modified herein, the Master Agreement shall continue in full
force
and effect, and the parties hereby reinstate and reaffirm the Master Agreement
as modified herein.
4. Inconsistencies. In
the event of any inconsistency, ambiguity or conflict between the terms and
provisions of this Amendment and the terms and provisions of the Master
Agreement, the terms and provisions of this Amendment shall
control.
5. Counterparts. This
Amendment may be executed in any number of counterparts, each of which when
executed will be deemed an original and all of which, taken together, well
be
deemed to be one and the same instrument.
REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
IN
WITNESS WHEREOF, the parties have executed this Amendment effective as
of the date first written above.
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INVESTOR:
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COMPANY:
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Xentenial
Holdings Limited
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By: /s/Xxxx
Xxxxxx
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By: /s/Xxxx Xxxxxxxxxxx
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Name: Xxxx
Xxxxxx
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Name: Xxxx
Xxxxxxxxxxx
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Title:
Chief Financial Officer
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