0001057293-07-000065 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 21st, 2007 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New Jersey

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”).

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AMENDMENT NO. 2 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • December 21st, 2007 • Smartire Systems Inc • Industrial instruments for measurement, display, and control

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:

ASSIGNMENT AGREEMENT
Assignment Agreement • December 21st, 2007 • Smartire Systems Inc • Industrial instruments for measurement, display, and control • New Jersey

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”).

AMENDMENT NO. 3 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • December 21st, 2007 • Smartire Systems Inc • Industrial instruments for measurement, display, and control

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:

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