of December 11, 2008
Systems Inc., a corporation incorporated under the laws of the Province of
British Columbia, Smartire Technologies Inc., a corporation incorporated under
the laws of the Province of British Columbia, and Smartire USA, Inc., a
corporation incorporated under the laws of the State of Delaware (collectively,
jointly, and severally, the “Borrowers”), hereby
promise to pay to the order of YA GLOBAL INVESTMENTS, L.P. (“YA Global”), at the
office of YA Global at 101 Hudson Street, Suite 3700, Jersey City, New Jersey
07303, in lawful money of the United States and in immediately available funds,
the principal sum of SEVEN HUNDRED AND SIXTY-TWO THOUSAND FIVE HUNDRED AND
THIRTY-TWO DOLLARS ($762,532.00).
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
outstanding unpaid principal balance of this Note shall bear interest at the
rate of fourteen percent (14.0%) per annum. Interest shall be
calculated on the basis of a year of 360 days, for the actual number of days
elapsed, and shall be repaid in accordance with the terms of the Liquidation
any payment on this Note becomes due and payable on a day which is not a
Business Day, such payment shall be extended to the next succeeding day on which
those offices are open, and if the date for any payment of principal is so
extended, interest thereon shall be payable for the extended time.
Borrowers hereby waive diligence, presentment, protest and notice of any kind,
and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without
Note may not be changed, modified or terminated orally, but only by an agreement
in writing signed by the Borrowers and YA Global, or any holder
Note shall be governed by, and construed in accordance with, the laws of the
State of New Jersey, and shall be binding upon the successors and assigns of the
Borrowers and inure to the benefit of YA Global, its successors, endorsees and
assigns. If any term or provisions of this note shall be held invalid, illegal
or unenforceable, the validity of all other terms and provisions thereof shall
in no way be affected thereby.
This Note is secured by all collateral
granted to the Collateral Agent and/or the Lenders by the Borrowers under the
Financing Documents, the Liquidation Agreement, or otherwise.
under seal as of the date first set forth above.