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AMENDMENT NO. 2 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
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THIS AMENDMENT NO.2 (the "Amendment") is made and entered into
effective as of August 10, 2006, to that certain Investor Registration Rights
Agreement (the "Agreement") dated December 30, 2005 by and among CIRTRAN CORP.,
a Nevada corporation (the "Company") and CORNELL CAPITAL PARTNERS, LP (the
"Investor").
Recitals:
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WHEREAS, on or about December 30, 2005, the Company and the Investor
entered into a series of financing agreements (the "Transaction Documents"),
including, without limitation the Securities Purchase Agreement, the convertible
debentures issued thereto, and the Agreement (as defined herein), pursuant to
which, among other things, the Investor agreed to advance the Company the
aggregate of One Million Five Hundred Thousand Dollars ($1,500,000) of secured
convertible debentures;
WHEREAS, the parties hereto desire to amend the Agreement to extend
certain deadlines contained therein; and
WHEREAS, all terms in the Agreement, except as modified herein, and the
terms contained in the Transaction Documents, shall remain in full force and
effect.
NOW, THEREFORE, in consideration of the premises and the mutual
promises, conditions and covenants contained herein and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree
as follows:
1. The foregoing recitals are hereby incorporated herein by
reference and acknowledged as true and correct by the parties
hereto.
2. Section 2(a) of the Agreement is hereby amended and restated
in its entirety to read as follows:
"(a) Subject to the terms and conditions of this
Agreement, the Company shall prepare and file with the SEC, no
later than October 15, 2006 (the "Scheduled Filing Deadline"),
a registration statement on Form S-1 or SB-2 (or, if the
Company is then eligible, on Form S-3) under the 1933 Act (the
"Initial Registration Statement") for the registration for the
resale by all Investors who purchased Convertible Debentures
pursuant to the Securities Purchase Agreement 32,608,696
shares of Common Stock to be issued upon conversion of the
Convertible Debentures issued pursuant to the Securities
Purchase Agreement as well as ten million (10,000,000) Warrant
Shares. The Company shall cause the Initial Registration
Statement to remain effective until all of the Registrable
Securities have been sold. Prior to the filing of the
Registration Statement with the SEC, the Company shall furnish
a copy of the Initial Registration Statement to the Investors
for their review and comment. The Investors shall furnish
comments on the Initial Registration Statement to the Company
within twenty-four (24) hours of the receipt thereof from the
Company."
[SIGNATURE PAGES TO IMMEDIATELY FOLLOW]
IN WITNESS WHEREOF, the parties have signed and delivered this
Amendment Agreement on the date first set forth above.
CIRTRAN CORP. CORNELL CAPITAL PARTNERS, LP
By: /s/ By: Yorkville Advisors, LLC
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Name: Xxxxx X. Xxxxxxxx Its: General Partner
Title: President & CEO
By: /s/
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
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