Exhibit 10.105
May 24, 2007
SmarTire Systems Inc.
13151 Vanier Place, Suite 150
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 Staraim 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 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.
Yours very truly,
Cornell Capital Partners, LP /s/ David Gonzalez By: David Gonzalez Its: Managing Partner & General Counsel | Starome Investments Limited /s/ Michael Weiss By: Michael Weiss Its: Director | Staraim Enterprises Limited /s/ David Gonzalez By: David Gonzalez Its: Member |
Agreed and Acknowledged on May 24, 2007 SmarTire Systems Inc. By: /s/ Jeff Finkelstein By: Jeff Finekelstein Its: Chief Financial Officer | | Xentennial Holdings Limited /s/ David Gonzalez By: David Gonzalez Its: Member |
