WAIVER OF REGISTRATION STATEMENT UNDER REGISTRATION RIGHTS AGREEMENTS
Exhibit
4.17
WAIVER
OF REGISTRATION STATEMENT UNDER
Reference
is hereby made to those certain Registration Rights Agreements dated August
24,
2004 and December 1, 2005 (the “Agreement”) entered into by and between Global
IT Holdings, Inc., a Nevada corporation (the “Company”), and Advantage Capital
Development Corp., a Nevada corporation (the “Holder”). All capitalized terms
used but not defined herein shall have the meanings set forth in the
Agreements.
WHEREAS,
in connection with the Agreements, the Company issued and sold to the Holder
secured convertible debentures (the “Convertible Debentures”) which are
convertible into a number of shares of the Company’s common stock, par value
$.001 per share (the “Common Stock”).
WHEREAS,
pursuant to Sections 2 and 3 of the Agreements, the Company agreed to prepare
and file with the SEC a Registration Statement under the Securities Act for
the
resale by the Holder of Registrable Securities, and to cause the Registration
Statement to remain effective until all of the Registrable Securities have
been
sold.
WHEREAS,
the undersigned Holder has agreed to waive its Registration Rights pursuant
to
Sections 2 and 3 of the Agreements so that the Company will not be required
to
file a Registration Statement with the SEC.
WAIVER
1.
Registration
Statement on Form SB-2.
Wiith
respect to the Company’s Registration Statement on Form SB-2 to register
approximately 135 million shares of Common Stock, the undersigned Holder
hereby
agrees to waive Sections 2 and 3 of the Registration Rights
Agreements.
2.
Counterparts.
This
Waiver may be signed in counterparts, which together shall be deemed to
constitute one instrument.
[SIGNATURES
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the undersigned have executed this Waiver effective this
____
day of November, 2006.
| ADVANTAGE
CAPITAL DEVELOPMENT CORP.
“Holder”
|
GLOBAL
IT HOLDINGS, INC.
“Company”
|
||
| By: |
___________________________
|
By: |
___________________________
Xxxxx
X. Press
|
| Print: | ___________________________ | Title: | Chief Exec. Officer, Vice President |
| Title: | ___________________________ | ||
