exhibit97.htm


     

    
      

      

    

    Exhibit 10.11

     

    
      AMENDMENT
        NO. 3

      TO
        INVESTOR REGISTRATION RIGHTS AGREEMENT

      


      This
        AMENDMENT NO. 3 TO INVESTOR REGISTRATION RIGHTS AGREEMENT (this
“Amendment”), is made effective as of November 30,
        2007 (the “Effective Date”), by and
        between XENTENIAL HOLDINGS LIMITED
        (“Investor”); and SMARTIRE SYSTEMS
        INC., a corporation continued under the laws of the Province of British
        Columbia (the “Company”), with reference to the
        following recitals:

       

      A.           Investor
        and the Company entered into that certain Investor Registration Rights
        Agreement, dated January 23, 2007 (the “Master Agreement”).

       

      B.           Contemporaneously
        with the execution of this Amendment, Investor and Company are entering into
        a
        securities purchase agreement (the “SPA”) pursuant to
        which the Company shall issue and sell to the Investors additional secured
        convertible debentures (the “Additional Convertible
        Debentures”) which shall be convertible into that number of shares
        (the “Additional Conversion Shares”) of the Company’s
        Common Stock.

       

      C.           Contemporaneously
        with the execution of this Amendment, Company is issuing to Investor a warrant
        to purchase 225,000,000 shares of Common Stock of the Company (the
“Warrant Shares”)and, pursuant to the
        terms of the SPA, may issue to the Investor an additional warrant
(the “Additional Warrant”)
        to purchase 420,000,000 shares of Common Stock (the “Additional
        Warrant Shares”).

       

      C.           To
        induce the Investor to execute and deliver the SPA, the Company has agreed
        to
        amend the Master Agreement to provide certain registration rights by including
        the Additional Conversion Shares as part of the “Registrable Securities” under
        the Master Agreement.

       

      FOR
        GOOD
        AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
        acknowledged, Investor and the Company agree as follows:

       

      1.  Registrable
        Securities.  The Definition of “Registrable Securities” in Section
        1(c) of the Master Agreement shall be deleted in its entirety and replaced
        with
        the following:

       

      “Registrable
        Securities” means (i) 300% of the aggregate number of Conversion
        Shares, Additional Conversion Shares, and Warrant Shares issuable to the
        Investors upon conversion in full (without taking into account any conversion
        limitations) of the Convertible Debentures and Additional Convertible Debentures
        which have been issued pursuant to the Securities Purchase Agreement and
        the SPA
        and remain outstanding, and (ii) all Conversion Shares and Additional Conversion
        Shares issued to the Investor, and all Additional Warrant Shares if and when
        the
        Additional Warrant is issued to the Investor and simultaneous with such issuance
        .

       

      2.  Definitions.  Capitalized
        terms not otherwise defined herein shall have the meaning ascribed to them
        under
        the Master Agreement, and if not defined in the Master Agreement shall have
        the
        meaning ascribed to them in the Operating Agreement.

       

      3.  Non-Impairment.  Except
        as expressly modified herein, the Master Agreement shall continue in full
        force
        and effect, and the parties hereby reinstate and reaffirm the Master Agreement
        as modified herein.

       

      4.  Inconsistencies.  In
        the event of any inconsistency, ambiguity or conflict between the terms and
        provisions of this Amendment and the terms and provisions of the Master
        Agreement, the terms and provisions of this Amendment shall
        control.

       

      5.  Counterparts.  This
        Amendment may be executed in any number of counterparts, each of which when
        executed will be deemed an original and all of which, taken together, well
        be
        deemed to be one and the same instrument.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      IN
        WITNESS WHEREOF, the parties have executed this Amendment effective as
        of the date first written above.

       

      
        	
                INVESTOR:

              	
                COMPANY:

              
	
                Xentenial
                  Holdings Limited

              	
                Smartire
                  Systems Inc.

              
	 	 
	
                By:       /s/Mark
                  Angelo               

              	
                By:        /s/Jeff Finkelstein                       

              
	
                Name: Mark
                  Angelo

              	
                Name:   Jeff
                  Finkelstein

              
	 	
                Title:    
                  Chief Financial Officer