AMENDMENT WARRANT NO.: CCP-002
Exhibit
4.17
AMENDMENT
WARRANT NO.: CCP-002
THIS
AMENDMENT AGREEMENT (the
“Amendment”) is
entered into as of September 15, 2006, between QUINTEK
TECHNOLOGIES INC., a
corporation organized and existing under the laws of the State of California
(the “Company”),
and
CORNELL
CAPITAL PARTNERS, LP a
Delaware limited partnership (the
“Holder”).
WHEREAS,
the
Company issued to the Holder on May 17, 2006 a certain warrant No.: CCP-002
to
purchase 15,625,000 shares of the Company’s Common Stock at an exercise price of
$0.08 (the “Warrant”);
and
WHEREAS,
the
parties wish to amend the Warrant as set forth below.
NOW,
THEREFORE,
it is
agreed:
| I. |
Amendments.
|
A. Section
1(b)(xv) “Warrant
Exercise Price”:
Section 1(b)(xv) of the Warrant is hereby deleted in its entirety and the
following language shall replace said Section 1(b)(xv):
Section
1(b)(xv) “Warrant
Exercise Price”
shall
be Five and one half Cents ($0.055) or as subsequently adjusted as provided
in
Section 8 hereof.
B. Section
2(g) “Forced Exercise”: Section 2(g) of the Warrant is hereby deleted in its
entirety and the following language shall replace said Section
2(g):
Forced
Exercise.Provided
the shares of Common Stock issuable here under are registered pursuant to an
effective registration statement, the Company at its option shall have the
right
at any time and from time to time, if the Company’s Closing Bid Price as quoted
by Bloomberg, LP is equal to or greater than Eleven Cents ($0.11) (the
“Forced
Exercise Price”)
for
twenty (20) consecutive Trading Days (the “Forced
Exercise Pricing Period”),
to
force the Holder to exercise this Warrant in whole or in part during the next
five (5) Trading Days. In such event the Company shall provide to the Holder
written notice at the end of business, but not later than 5:30 pm EST, on the
last Trading Day of the Forced Exercise Pricing Period (the “Forced
Exercise Notice”).
The
Holder shall have the five (5) consecutive calendar days from the day following
receipt of the Forced Exercise Notice, to exercise this Warrant in whole or
in
part at or above the Forced Exercise Price as the case maybe (“Forced
Exercise Period”).
Furthermore during the Forced Exercise Period the Company shall only be entitled
to force the Holder to exercise an amount equal to one fifth (1/5th)
the
average daily volume of the shares of the Company’s Common Stock traded, as
quoted by Bloomberg, LP, during the Forced Exercise Pricing Period. Furthermore
the Holder shall have the right to reduce the number of shares of Common Stock
the Company has forced the Holder to exercise hereunder during the Forced
Exercise Period by such number of shares of the Company’s Common Stock exercised
by the Holder during the Forced Exercise Pricing Period. Provided however in
the
event that the Closing Bid Price of the Company’s Common Stock, as quoted by
Bloomberg, LP, during the Forced Exercise Period is lower than the Forced
Exercise Price the Company shall not have the right to force the Holder to
exercise this Warrant, in whole or in part.
| II. |
Miscellaneous.
|
|
A.
|
Except
as provided hereinabove, all of the terms and conditions contained
in the
Warrant shall remain unchanged and in full force and
effect.
|
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B.
|
This
Amendment is made pursuant to and in accordance with the terms and
conditions of the Warrant.
|
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C.
|
All
capitalized but not defined terms used herein shall have those meanings
ascribed to them in the Warrant.
|
| D. |
All
provisions in the Warrant and any amendments, schedules or exhibits
thereto in conflict with this Amendment shall be and hereby are changed
to
conform to this Amendment.
|
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
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.
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COMPANY:
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By:
/s/
XXXXXX X. XXXXXX
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Name Xxxxxx
X. Xxxxxx
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Title: Chief
Executive Officer
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CORNELL
CAPITAL PARTNERS, LP
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By:
Yorkville Advisors LLC
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Its:
General Partner
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By:
/s/
XXXX XXXXXX
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Name Xxxx
Xxxxxx
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Title: President
& Portfolio Manager
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