Exhibit 10.75
December 15, 2006
SmarTire Systems Inc.
13151 Vanier Place, Suite 150
Richmond, British Columbia V6V 2J1
Re: New Financing
The following financial instruments (the “Financial Instruments”) are held by the entities identified below:
Date of Instrument | Financial Instrument | Amount | Held by |
| March 22, 2005 | 5% convertible preferred stock and warrants | $ 4.0 million | Cornell Capital Partners, LP (“Cornell”) |
| May 27, 2005 | 5% convertible debenture and warrants | $ 1.5 million | Cornell |
| Dec. 30, 2005 | 10% convertible debenture and warrants | $ 8.0 million | Xentennial Holdings Limited (“Xentennial”) |
| Dec. 30, 2005 | 10% convertible debenture and warrants | $ 20.0 million | Starome Investments Limited (“Starome”) |
| Dec. 30, 2005 | 10% convertible debenture and warrants | $ 2.0 million | Staraim Enterprises Limited (“Staraim”) |
We understand that on November 7, 2006 SmarTire Systems Inc. closed on a $1.2 million securities purchase agreement providing for the sale by SmarTire, and the purchase by an unrelated entity, of a 10% convertible debenture due in October 2008 (the “New Financing”).
Each of Cornell, Starome, Xentennial and Staraim agrees that SmarTire’s consummation of the New Financing will not constitute an “event of default” (as defined in the applicable Financial Instrument) under or a breach by SmarTire of any provision contained in the Financial Instruments.
Yours very truly,
Cornell Capital Partners, LP /s/ Mark Angelo By: Mark Angelo Its: President and Portfolio Manager | Xentennial Holdings Limited /s/ Mark Angelo By: Mark Angelo Its: President and Portfolio Manager |
Starome Investments Limited /s/ Michael Weiss By: Michael Weiss Its: Director | Staraim Enterprises Limited /s/ Mark Angelo By: Mark Angelo Its: President and Portfolio Manager |
