exhibit10109.htm


    
      

      

    

    Exhibit 10.109

     

     

    
      YA
        GLOBAL INVESTMENTS, L.P.

      101
        Hudson Street, Suite 3700

      Jersey
        City, New Jersey 07092

      


      


      November
        7, 2007

      


      


      SmarTire
        Systems Inc.

      13151
        Vanier Place, Suite 150

      Richmond,
        British Columbia V6V 2J1

      


      ATTN:  Jeff
        Finkelstein, Chief Financial Officer

      


      Dear
        Mr.
        Finkelstein:

      


      This
        letter sets forth our agreement
        regarding the debt owed by SmarTire Systems, Inc. (“SmarTire” or the “Company”)
        to YA Global Investments, L.P. (f/k/a Cornell Capital Partners,
        L.P.).  (hereinafter, “YA”).As of November 7, 2007,
        that debt (not including accrued interest, fees, and other expenses owing)
        (referred to, together, as the “Existing Debentures”) is as
        follows:

      


      
        	
                Date
                  of Instrument:

              	
                Issuer:

              	
                Outstanding
                  Principal:

              
	
                March
                  22, 2005

              	
                SmarTire

              	
                $3,085,440
                  in Convertible Preferred Stock

              
	
                May
                  20, 2005

              	
                SmarTire

              	
                $1,420,000

              
	
                June
                  23, 2005

              	
                SmarTire

              	
                $9,770,000

              
	
                January
                  23, 2007

              	
                SmarTire

              	
                $684,000

              
	
                February
                  9, 2007

              	
                SmarTire

              	
                $334,000

              
	
                March
                  2, 2007

              	
                SmarTire

              	
                $782,000

              
	
                April
                  27, 2007

              	
                SmarTire

              	
                $1,150,000

              
	
                August
                  20, 2007

              	
                SmarTire

              	
                $350,000

              


      

       

      
        	
                1.  

              	
                The
                  certain registration
                  statements required to be filed by the Company with the SEC and
                  declared
                  effective by the SEC on or before specified deadlines, all as required
                  by
                  the terms of three parties acknowledge that the Securities and
                  Exchange Commission (the “SEC”) has not declared effective Registration
                  Rights Agreements between the Company and YA dated March 22, 2005,
                  May 20,
                  2005 and June 23, 2005 respectively (the “RRAs”).
                  Subject to the
                  terms of a
                  waiver dated May 24, 2007, the RRAs require that the Company pay
                  damages (the Damages”) to YA because
                  these registration
                  statements have not been declared
                  effective.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        	
                2.  

              	
                YA
                  hereby agrees (i) to extend the Maturity Date of (a) the convertible
                  preferred stock issued by the Company to YA with issue date March
                  22, 2005
                  (the “March 2005 Convertible Preferred”) and (b) the May 5, 2005,
                  debenture (the “May 2005 Debenture”), issued by the
                  Company  held by YA as well as the due date for any periodic
                  payments due under either of the March 2005 Convertible Preferred
                  or the
                  May 2005 Debenture to January 1, 2008 and (ii) to permanently waive
                  its
                  right to the Damages whether now or hereafter accrued.  The
                  waiver of YA’s right to the Damages shall extend only to these three RRAs
                  and not to any of the other Existing Agreements (as hereinafter
                  defined).
                  The extension of the maturity date shall apply only to the March
                  2005
                  Convertible Preferred and the May 2005 Debenture, and not to any
                  of the
                  other Existing Debentures.  As modified herein, the Existing
                  Debentures and Existing Agreements remain in full force and effect.
                  

              


      

      


      
        	
                3.  

              	
                YA
                  hereby agree to modify the final sentence of the Standby Equity
                  Distribution Agreement dated December 30, 2005 (the “SEDA”) between the
                  Company and YA, to read as follows:  “The Investor acknowledges
                  that it shall pay any and all withholding taxes, interest and penalties
                  assessed in connection with the transactions contemplated by this
                  Agreement.”

              


      

      


      
        	
                4.  

              	
                All
                  amounts owed, as set forth above, together with any fees, costs,
                  expenses
                  and other charges now or hereafter payable by the Company to YA
                  (including, without limitation, the amounts referenced in the table
                  above)
                  under the Existing Debentures are unconditionally owing by the
                  Company to
                  YA, without offset, setoff, defense or counterclaim of any kind,
                  nature or
                  description whatsoever except as set forth in this
                  Agreement.  The Company further acknowledges, confirms and
                  agrees that (a) all agreements between SmarTire and YA (the
                  “Existing Agreements”) have been duly executed and delivered by the
                  Company to YA, 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, as amended by this Agreement, 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)  YA 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.

              


      

       

      
        	
                5.  

              	
                In
                  exchange for the consideration described in paragraphs
                  numbered
                  1- 3, above, and except as otherwise set forth in this Agreement,
                  SmarTire does hereby RELEASE AND FOREVER DISCHARGE YA and its subsidiaries
                  and its respective affiliates, parents, joint ventures, officers,
                  directors, shareholders, interest holders, members, managers, employees,
                  consultants, representatives, successors and assigns, heirs, executors
                  and
                  administrators (collectively, “Buyer Parties”) from all causes of
                  action, suits, debts, claims and demands whatsoever known or unknown,
                  at
                  law, in equity or otherwise, which the Company had, now has, or
                  hereafter
                  may have, arising from or relating in any way to the Company’s status as a
                  debtor of YA on or prior to the date hereof, any agreement between
                  SmarTire and YA entered into prior to the date hereof, any claims
                  for
                  reasonable attorneys’ fees and costs, and including, without limitation,
                  any claims relating to fees, penalties, liquidated damages, and
                  indemnification for losses, liabilities and expenses; provided,
                  however,
                  that this release shall not extend to YA’s obligation to pay all
                  withholding taxes, interest and penalties on withholding taxes
                  as set
                  forth in the SEDA as modified herein.  This release is effective
                  without regard to the legal nature of the claims raised and without
                  regard
                  to whether any such claims are based upon tort, equity, or implied
                  or
                  express contract. It is expressly understood and agreed that this
                  release shall operate as a clear and unequivocal waiver by SmarTire
                  of any
                  such claim 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,

      


      YA
        GLOBAL INVESTMENTS,
        L.P.

      


      By:
        Yorkville Advisors,
        LLC

      Its:  General
        Partner

      


      By:       
        /s/Jerry Eicke

      Name:  Jerry
        Eicke

                          
           Title:     Managing
        Member

      


      


      


      ACCEPTED
        AND AGREED:

      SMARTIRE
        SYSTEMS INC.

      


      By:       /s/Jeff
        Finkelstein                                               

      Name:
        Jeff Finkelstein

      Title:  
        Chief Financial Officer