Smartire Systems Inc Sample Contracts

Smartire Systems Inc – INDEPENDENT CONTRACTOR AGREEMENT (May 28th, 2009)

IN CONSIDERATION OF the covenants and agreements contained in this Agreement, the Contractor and the Company agree as follows:

Smartire Systems Inc – LIQUIDATION AGREEMENT (March 3rd, 2009)

YA GLOBAL INVESTMENTS, L.P., f/k/a Cornell Capital Partners, L.P., a Cayman Island exempt limited partnership as collateral agent (hereinafter, the “Collateral Agent”);

Smartire Systems Inc – Bridge Note BRIDGE NOTE (March 3rd, 2009)

This Note is the Bridge Note referred to in that certain Liquidation Agreement, dated as of the date hereof, between the Borrowers, YA Global as Collateral Agent and as a Lender, and Xentenial Holdings Limited, Staraim Enterprises Limited, and Starome Investments Limited as Lenders (as such agreement may be amended from time to time the “Liquidation Agreement”), and is subject to repayment upon the terms contained in the Liquidation Agreement. Capitalized terms used herein shall be defined as in the Liquidation Agreement.

Smartire Systems Inc – VOTING ARRANGEMENT AGREEMENT (March 3rd, 2009)

This Voting Arrangement Agreement (this “Agreement”) is made as of December 4, 2008, between Bendix CVS Canada Inc. (the “Purchaser”), SmarTire Systems Inc. (the “Vendor”), YA Global Investments, L.P., f/k/a Cornell Capital Partners LP, (“YA Global”), Xentenial Holdings Limited (“Xentenial”), Staraim Enterprises Limited (together with YA Global and Xentenial, the “Convertible Debenture Holders”).

Smartire Systems Inc – ASSET PURCHASE AGREEMENT BETWEEN BENDIX CVS CANADA INC. AND BENDIX COMMERCIAL VEHICLE SYSTEMS LLC (As Guarantor of Bendix CVS Canada Inc.) AND SMARTIRE SYSTEMS INC. AND SMARTIRE TECHNOLOGIES INC. AND SMARTIRE USA, INC. MADE AS OF DECEMBER 4, 2008 (December 12th, 2008)
Smartire Systems Inc – News Release filed December 10, 2008 (December 12th, 2008)
Smartire Systems Inc – 2008-10-22 News Release (October 22nd, 2008)
Smartire Systems Inc – SMARTIRE SYSTEMS INC. Convertible Debenture Due: August 15, 2011 (August 21st, 2008)

This Convertible Debenture (the “Debenture”) is issued by SMARTIRE SYSTEMS INC., a corporation continued under the laws of the Province of British Columbia (the “Company”), to XENTENIAL HOLDINGS LIMITED (the “Holder”).

Smartire Systems Inc – SMARTIRE SYSTEMS INC. Convertible Debenture Due: August 1, 2011 (August 7th, 2008)

This Convertible Debenture (the “Debenture”) is issued by SMARTIRE SYSTEMS INC., a corporation continued under the laws of the Province of British Columbia (the “Company”), to XENTENIAL HOLDINGS LIMITED (the “Holder”).

Smartire Systems Inc – SMARTIRE SYSTEMS INC. Convertible Debenture Due: June 20, 2011 (June 24th, 2008)

This Convertible Debenture (the “Debenture”) is issued by SMARTIRE SYSTEMS INC., a corporation continued under the laws of the Province of British Columbia (the “Company”), to XENTENIAL HOLDINGS LIMITED (the “Holder”).

Smartire Systems Inc – YA GLOBAL INVESTMENTS, L.P. Jersey City, New Jersey 07092 (March 17th, 2008)

This letter sets forth our agreement regarding the March 2005 Convertible Preferred and the May 2005 Debenture 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)

Smartire Systems Inc – SMARTIRE SYSTEMS INC. Suite #150, 13151 Vanier Place Richmond, British Columbia Canada V6V 2J1 Telephone: 604-276-9884 Facsimile: 604-276-2350 NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS (February 21st, 2008)

On Friday, March 28, 2008, we will hold our 2007 Annual and Special Meeting of Shareholders at the offices of Clark Wilson LLP, 7th Floor Boardroom, 885 West Georgia Street, Vancouver, British Columbia, Canada. The Meeting will begin at 9:00 a.m., Vancouver time.

Smartire Systems Inc – SMARTIRE SYSTEMS INC. Convertible Debenture Due: January 17, 2011 (January 24th, 2008)

This Convertible Debenture (the “Debenture”) is issued by SMARTIRE SYSTEMS INC., a corporation continued under the laws of the Province of British Columbia (the “Company”), to XENTENIAL HOLDINGS LIMITED (the “Holder”) pursuant to that certain securities purchase agreement (the “Securities Purchase Agreement”) dated November 30, 2007.

Smartire Systems Inc – AMENDMENT NO. 2 TO INVESTOR REGISTRATION RIGHTS AGREEMENT (December 21st, 2007)

This AMENDMENT NO. 2 TO INVESTOR REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made effective as of November 19, 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:

Smartire Systems Inc – AMENDMENT NO. 3 TO INVESTOR REGISTRATION RIGHTS AGREEMENT (December 21st, 2007)

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:

Smartire Systems Inc – SECURITIES PURCHASE AGREEMENT (December 21st, 2007)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 30, 2007, by and among SMARTIRE SYSTEMS INC. (the “Company”), a corporation continued under the laws of British Columbia, and the purchasers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

Smartire Systems Inc – ASSIGNMENT AGREEMENT (December 21st, 2007)

THIS ASSIGNMENT AGREEMENT (this "Agreement"), is made on November ___, 2007, (the “Effective Date”) STARAIM ENTERPIRSES LTD., a limited liability Company duly incorporated and validly existing under the laws of the Republic of Cyprus (the "Assignor"), and XENTENIAL HOLDINGS LTD., a limited liability Company duly incorporated and validly existing under the laws of the Republic of Cyprus (the “Assignee”).

Smartire Systems Inc – SECURITIES PURCHASE AGREEMENT (December 21st, 2007)

THISSECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 19, 2007, by and among SMARTIRE SYSTEMS INC. (the “Company”), a corporation continued under the laws of British Columbia, and the purchasers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

Smartire Systems Inc – SMARTIRE SYSTEMS INC. Convertible Debenture Due: November 30, 2010 (December 21st, 2007)

This Convertible Debenture (the “Debenture”) is issued by SMARTIRE SYSTEMS INC., a corporation continued under the laws of the Province of British Columbia (the “Company”), to XENTENIAL HOLDINGS LIMITED (the “Holder”) pursuant to that certain securities purchase agreement (the “Securities Purchase Agreement”) dated November 30, 2007.

Smartire Systems Inc – WARRANT (December 21st, 2007)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Smartire Systems Inc – SMARTIRE SYSTEMS INC. Convertible Debenture Due: November 19, 2010 (December 21st, 2007)

This Convertible Debenture (the “Debenture”) is issued by SMARTIRE SYSTEMS, INC., a corporation continued under the laws of the Province of British Columbia (the “Company”), to XENTENIAL HOLDINGS LIMITED (the “Holder”) pursuant to that certain securities purchase agreement (the “Securities Purchase Agreement”) dated November 19, 2007.

Smartire Systems Inc – YA GLOBAL INVESTMENTS, L.P. Jersey City, New Jersey 07092 (November 9th, 2007)

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:

Smartire Systems Inc – SMARTIRE SYSTEMS INC. AND GE SENSING INC. AGREEMENT FOR SUPPLY OF RTPM PRESSURE SENSORS (Redacted portions of this agreement are indicated by "+") (November 9th, 2007)

This Supply Agreement (“Agreement”) is entered into on July 23, 2007 (the “Effective Date”) by and between SmarTire Systems Inc. (“SmarTire”), a British Columbia corporation, with its principal place of business at 150-13151 Vanier Place, Richmond, BC, Canada V6V 2J1 and GE Sensing Inc. (“GE”), a United States corporation having its principal office at 1100 Technology Park Drive, Billerica, MA, United States of America 01821(together, the “Parties”).

Smartire Systems Inc – SMARTIRE SYSTEMS INC. Convertible Debenture Due: April 27, 2010 (November 9th, 2007)

This Convertible Debenture (the “Debenture”) is issued by SMARTIRE SYSTEMS, INC., a corporation continued under the laws of the Province of British Columbia (the “Company”), to XENTENIAL HOLDINGS LIMITED (the “Holder”), pursuant to that certain securities purchase agreement (the “Securities Purchase Agreement”) dated April 27, 2007.

Smartire Systems Inc – SmarTire Systems Inc. Suite 150, 13151 Vanier Place Richmond, British Columbia Canada, V6V 2J1 T: 604.276.9884 F: 604.276.2350 (May 29th, 2007)
Smartire Systems Inc – SmarTire Systems Inc. Suite 150, 13151 Vanier Place Richmond, British Columbia Canada, V6V 2J1 T: 604.276.9884 F: 604.276.2350 (May 29th, 2007)
Smartire Systems Inc – AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT (May 29th, 2007)

This AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made effective as of April 27, 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:

Smartire Systems Inc – SmarTire Systems Inc. Suite 150, 13151 Vanier Place Richmond, British Columbia Canada, V6V 2J1 T: 604.276.9884 F: 604.276.2350 (May 29th, 2007)
Smartire Systems Inc – AMENDMENT NO. 1 TO SECURITY AGREEMENT (May 29th, 2007)

This AMENDMENT NO. 1 TO SECURITY AGREEMENT (this “Amendment”), is made effective as of April 27, 2007 (the “Effective Date”), by and between SMARTIRE SYSTEMS, INC., a British Columbia corporation with its principal place of business located at Suite #150 - 13151 Vanier Place, Richmond, BC V6V 2J1, British Columbia, Canada (the “Debtor”) and the parties listed on Schedule I attached hereto (each a “Secured Party” and, collectively, the “Secured Parties”) with reference to the following recitals:

Smartire Systems Inc – SmarTire Systems Inc. (May 29th, 2007)

As you are aware SmarTire Systems Inc., has been experiencing some severe financial difficulties over the last number of months, and has therefore been unable to continue your severance payments past the December 15, 2007 payroll.

Smartire Systems Inc – SMARTIRE SYSTEMS INC. Convertible Debenture Due: April 27, 2010 (May 29th, 2007)

This Convertible Debenture (the “Debenture”) is issued by SMARTIRE SYSTEMS, INC., a corporation continued under the laws of the Province of British Columbia (the “Company”), to XENTENIAL HOLDINGS LIMITED (the “Holder”), pursuant to that certain securities purchase agreement (the “Securities Purchase Agreement”) dated April 27, 2007.

Smartire Systems Inc – Re: Registration rights on financial instruments held by TAIB Bank, B.S.C. (“TAIB”), and Certain Wealth, Ltd (“Certain Wealth”) (May 29th, 2007)

SmarTire Systems Inc. (the “Company”) is required pursuant to the registration rights agreement with TAIB and Certain Wealth to use its best efforts to have a registration statement on Form SB-2 declared effective with the SEC on or before January 29, 2007 for 150,000,000 shares of the Company’s common stock (“Registrable Securities”). The registration statement was not declared effective on or before January 29, 2007.

Smartire Systems Inc – SECURITY AGREEMENT (May 29th, 2007)

THIS SECURITY AGREEMENT (PATENT) (“Agreement”), is entered into and made effective as of April 27, 2007, by and between SMARTIRE SYSTEMS INC., a British Columbia corporation with its principal place of business located at Suite #150 - 13151 Vanier Place, Richmond, BC V6V 2J1, British Columbia, Canada (the “Debtor”) in favor of the parties listed on Schedule I attached hereto (each a “Secured Party” and, collectively, the “Secured Parties”).

Smartire Systems Inc – May 24, 2007 SmarTire Systems Inc. 13151 Vanier Place, Suite 150 Richmond, British Columbia V6V 2J1 Re: May 27 2005 $1.5 million 5% convertible debenture (May 29th, 2007)

With respect to the $125,000 monthly payments that, under the terms of the above referenced convertible debenture, were scheduled to commence on September 1, 2005, which such payment commencement date has been previously extended (i) on October 21, 2005 to January 1, 2006 (ii) on January 3, 2006 to April 1, 2006 (iii) on April 3, 2006 to May 1, 2006, (iv) on May 1, 2006 to August 1, 2006, (v) on July 31, 2006 to November 1, 2006, (vi) on December 15, 2006 to March 31, 2007,(vii) on March 24, 2007 to May 31, 2007, Cornell agrees to provide SmarTire with a further extension to July 31, 2007 to commence such monthly payments.

Smartire Systems Inc – SECURITIES PURCHASE AGREEMENT (May 29th, 2007)

THISSECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 27, 2007, by and among SMARTIRE SYSTEMS INC. (the “Company”), a corporation continued under the laws of British Columbia, and the purchasers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

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