VOTING ARRANGEMENT AGREEMENTVoting Arrangement Agreement • March 3rd, 2009 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • British Columbia
This Voting Arrangement Agreement (this “Agreement”) is made as of December 4, 2008, between Bendix CVS Canada Inc. (the “Purchaser”), SmarTire Systems Inc. (the “Vendor”), YA Global Investments, L.P., f/k/a Cornell Capital Partners LP, (“YA Global”), Xentenial Holdings Limited (“Xentenial”), Staraim Enterprises Limited (together with YA Global and Xentenial, the “Convertible Debenture Holders”).
LIQUIDATION AGREEMENTLiquidation Agreement • March 3rd, 2009 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New Jersey
YA GLOBAL INVESTMENTS, L.P., f/k/a Cornell Capital Partners, L.P., a Cayman Island exempt limited partnership as collateral agent (hereinafter, the “Collateral Agent”);
Bridge Note BRIDGE NOTEBridge Note • March 3rd, 2009 • Smartire Systems Inc • Industrial instruments for measurement, display, and control
This Note is the Bridge Note referred to in that certain Liquidation Agreement, dated as of the date hereof, between the Borrowers, YA Global as Collateral Agent and as a Lender, and Xentenial Holdings Limited, Staraim Enterprises Limited, and Starome Investments Limited as Lenders (as such agreement may be amended from time to time the “Liquidation Agreement”), and is subject to repayment upon the terms contained in the Liquidation Agreement. Capitalized terms used herein shall be defined as in the Liquidation Agreement.
