AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
Exhibit
4.13
AMENDMENT
NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
THIS
AMENDMENT NO.1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT (this
“Amendment”),
is
entered into by and between QUINTEK
TECHNNOLOFIES INC.,
a
California corporation (the “Company”),
and
the undersigned investor (the “Investor”)
WHEREAS:
A. The
parties hereto previously entered into that certain Investor Registration Rights
Agreement dated as of May 17, 2006 (the "Agreement").
B. The
parties to the Agreement now desire to amend certain provisions set forth in
the
Agreement as more fully described herein.
NOW,
THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Company and the Investor hereby agree as
follows:
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1.
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AMENDMENT
OF SECTION 2 (a).
Section 2(a) of the Agreement is hereby amended and replaced in its
entirety with the following:
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“(a) Subject
to the terms and conditions of this Agreement, the Company shall prepare and
file, no later than September 29, 2006 (the “Scheduled
Filing Deadline”),
with
the SEC a registration statement on Form S-1 or SB-2 (or, if the Company is
then
eligible, on Form S-3) under the Securities Act (the “Initial
Registration Statement”)
for
the resale by the Investors of the Registrable Securities, which includes at
least one hundred ninety million eight hundred thirty nine thousand six hundred
ninety five (190,839,695) shares of Common Stock to be issued upon conversion
of
the Convertible Debentures as well as 56,397,000 Warrant Shares. The Company
shall cause the 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.”
2. EFFECT
ON OTHER TERMS.
This
Amendment in addition to Amendment No. 1 shall be deemed effective as of
September ____, 2006. All other terms set forth in the Agreement shall remain
unchanged and this Amendment and the Agreement shall be deemed a single
integrated agreement for all purposes.
[SIGNATURE
PAGES TO IMMEDIATELY FOLLOW]
IN
WITNESS WHEREOF,
the
parties have signed and delivered this Amendment Agreement on the date first
set
forth above.
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CORNELL
CAPITAL PARTNERS, LP
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By:
/s/
XXXXXX X. XXXXXX
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By:
Yorkville Advisors, LLC
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Name: Xxxxxx
X. Xxxxxx
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Its:
General Partner
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Title: Chief
Executive Officer
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By:
/s/
XXXX X. XXXXXX
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Name: Xxxx
X. Xxxxxx
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Title: Portfolio
Manager
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