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Exhibit 99.3
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of December 31,
2007, between and among CIRTRAN CORP., a corporation organized and existing
under the laws of the State of Nevada (the "Company"), YA GLOBAL INVESTMENTS,
L.P. f/k/a Cornell Capital Partners, L.P. ("YA Global"), and HIGHGATE HOUSE
FUNDS, LTD. ("Highgate"). The Company, Highgate, and YA Global may each be
referred to herein as a "Party" and collectively as the "Parties."
A. On May 26, 2005, the Company entered into an agreement with Highgate
to issue to Highgate a $3,750,000, 5% Secured Convertible Debenture (the "May
2005 Debenture").
B. In addition to the May 2005 Debenture, the Company has issued to YA
Global: (i) a $1,500,000, 5% Secured Convertible Debenture dated as of December
30, 2005 (the "December 2005 Debenture"), and (ii) a $1,500,000, 5% Secured
Convertible Debenture dated as of August 23, 2006 (the "August 2006 Debenture,"
and together with the December 2005 Debenture, the "YA Global Debentures").
C. As originally issued, all remaining principal and interest on the
May 2005 Debenture was due on December 31, 2007, with a fifteen (15) day cure
period for its payment.
D. The Parties now desire to extend the due date of the May 2005
Debenture to August 31, 2008.
E. As originally issued, all remaining principal and interest on the
December 2005 Debenture is due on July 30, 2008, with a fifteen (15) day cure
period for its payment.
F. The Parties also now desire to extend the due date of the December
2005 Debenture to August 31, 2008.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the Parties hereto agree as follows:
1. Due Dates Extended.
A. May 2005 Debenture. The due date of the May 2005 Debenture
is hereby extended to August 31, 2008.
B. December 2005 Debenture. The due date of the December 2005
Debenture is hereby extended to August 31, 2008.
2. No Default. Highgate and YA Global expressly acknowledge and agree
that no default has occurred under the May 2005 Debenture for non-payment on the
maturity date or during the 15-day cure period.
3. Interest Rate. The Parties hereto expressly acknowledge and agree
that the interest rate on the May 2005 Debenture and the YA Global Debentures
shall be, and hereby is, changed from five percent (5%) to twelve percent (12%)
with respect to any principal amounts remaining unpaid as of the date of this
Agreement. The Parties expressly acknowledge and agree that the change in
interest rate shall not effect or apply to any principal amounts already paid
either in cash or through the issuance of shares of the Company's common stock.
4. No Other Changes. The Company and the Investor acknowledge and agree
that, except as specifically waived or modified by the terms of this Agreement,
the Debenture shall remain unmodified and in full force and effect, and shall
not in any way be changed, modified or superseded by the terms set forth in this
Agreement.
5. Disclosure of Amendment. The Company hereby agrees that it will
disclose its entry into this Agreement by filing a Current Report on Form 8-K
with the U.S. Securities and Exchange Commission within the time prescribed by
applicable securities laws and rules.
6. Miscellaneous.
(a) This Amendment is made pursuant to and in accordance with the
terms and conditions of the May 2005 Debenture and the YA Global
Debentures, and represents an effective amendment and modification of
such debentures pursuant to their terms.
(b) All capitalized but not defined terms used herein shall have
those meanings ascribed to them in the applicable May 2005 Debenture
and/or YA Global Debenture.
(c) All provisions in the May 2005 Debenture and YA Global
Debentures and any amendments, schedules or exhibits thereto in
conflict with this Agreement shall be and hereby are changed to conform
to this Agreement.
SIGNATURE PAGE TO FOLLOW
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by the undersigned, thereunto duly authorized, as of the date first set
forth above.
COMPANY:
CIRTRAN CORP.
By: /s/ Xxxxx X. Xxxxxxxx
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Name Xxxxx X. Xxxxxxxx
Title: President & CEO
YA GLOBAL INVESTMENTS, L.P.
By: Yorkville Advisors LLC
Its: Investment Manager
By: /s/ Xxxxx Xxxxx
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Name Xxxxx Xxxxx
Title: Managing Member
HIGHGATE HOUSE FUNDS
By: Yorkville Advisors LLC
Its: Investment Manager
By: /s/ Xxxxx Xxxxx
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Name Xxxxx Xxxxx
Title: Managing Member
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