exhibit10110.htm


    Exhibit 10.110

     

     

    
      


      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 registration penalties owed by SmarTire Systems, Inc. (“SmarTire”
or the “Company”) to the undersigned in connection with the undersigned’s
        purchase of the Amended and Restated Convertible Debenture referenced
        below.

      


      
        	
                Date
                  of Instrument:

              	
                Issuer:

              	
                Security

              	
                Outstanding
                  Principal:

              
	
                 

                December
                  30, 2005

              	
                 

                SmarTire
                  Systems Inc.

              	
                 

                Amended
                  and Restated

                Convertible
                  Debenture

              	
                 

                $19,774,500

              
	 	 	 	 


      

      


      


      
        	
                1.  

              	
                Pursuant
                  to the terms of a certain Registration Rights Agreement (the “RRA”) to
                  which the undersigned was a party, the Company was required to
                  file and
                  have declared effective with the Securities Exchange Commission
                  a
                  registration statement to register for resale the shares of Common
                  Stock
                  of the Company underlying the Amended and Restated Convertible
                  Debenture
                  referenced above.  The Company is in default of its obligations
                  under the RRA and is required to pay damages to the undersigned
                  under the
                  RRA for, among other things, the failure to obtain effectiveness
                  of such
                  registration statement for the Common Stock underlying the Amended
                  and
                  Restated Convertible Debenture referenced above (the “RRA Damages”). The
                  undersigned hereby agrees  to permanently waive its right to the
                  RRA Damages.

              


      

      


      
        	
                2.  

              	
                All
                  amounts owed under the Amended and Restated Convertible Debenture
                  referenced above, including all interest, fees, costs, expenses
                  and other
                  charges now or hereafter payable by the Company to the undersigned
                  under
                  the Amended and Restated Convertible Debenture are unconditionally
                  owing
                  by the Company to the undersigned, without offset, setoff, defense
                  or
                  counterclaim of any kind, nature or description whatsoever.  The
                  Company further acknowledges, confirms and agrees that (a) all
                  agreements between SmarTire and the undersigned (the “Existing
                  Agreements”) have been duly executed and delivered by the Company to
                  the undersigned, 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 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)  the undersigned 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.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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,

      


      STAROME
        INVESTMENTS
        LIMITED

      


      


      By:       /s/Matthew
        Hoffman                                               

      Name: 
Matthew
        Hoffman

                             
        Title:     Authorized Signatory

      


      ACCEPTED
        AND AGREED:

      SMARTIRE
        SYSTEMS, INC.

      


      By:       /s/Jeff
        Finkelstein                                               

      Name:
        Jeff Finkelstein

      Title:  Chief
        Financial Officer