Amendment to Convertible Debenture and Registration Rights Agreement
Exhibit
4.16
The
10%
Secured Convertible Debenture Due February 25, 2007 (“Debenture”) dated August
25, 2006 issued to Cornell Capital Partners, LP (“Lender”) by Global IT
Holdings, Inc. (the “Company”) and the Registration Rights Agreement dated
August 25, 2006 by and between the Lender and the Company (“Registration Rights
Agreement”) are hereby amended to provide as follows:
1.
The
first
sentence of Section 3(c)(i) of the Debenture shall be amended to read as
follows:
“The
conversion price in effect on any Conversion Date shall be, at the sole option
of the Holder, equal to either (a) $.035 (the “Fixed Conversion Price”) or (b)
75% of the lowest Closing Bid Price of the Common Stock during the five (5)
trading days immediately preceding the Conversion Price as quoted by Bloomberg,
LP (the “Market Conversion Price”).”
2. The
first
sentence of Section 2(a) of the Registration Rights Agreement shall be amended
to read as follows:
“Subject
to the terms and conditions of this Agreement, the Company shall prepare
and
file, no later than ninety (90) days from the date hereof (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 130,000,000 shares of Common Stock to
be
issued upon conversion of the Convertible Debentures and 3,000,000 shares
of
Common Stock to be issued upon exercise of the Warrants.”
3. In
order
to eliminate any ambiguity, the change to the capitalized term “Fixed Conversion
Price” in the Debenture set forth in this Amendment shall change the capitalized
term “Fixed Conversion Price” as used in all Transaction Documents.
4. This
Amendment may be executed in two or more counterparts which together shall
constitute a single agreement. Except as amended hereby, the Registration
Rights
Agreement and the Debenture shall remain in full force and effect; provided,
in
the event of any inconsistency between this Amendment and the Registration
Rights Agreement or the Debenture, the provisions of this Amendment shall
control. Capitalized terms not otherwise defined in this Amendment shall
have
the meaning set forth in the Debenture, the Registration Rights Agreement
or any
of the other Transaction Documents.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment or caused
this
Amendment to be executed by their duly authorized representatives as of the
7th
day of
November 2006.
|
CORNELL
CAPITAL PARTNERS, LP
|
||
|
By:
|
______________________________
|
|
|
Xxxx
Xxxxxx, Portfolio Manager
|
||
|
GLOBAL
IT HOLDINGS, INC.
|
||
|
By:
|
______________________________
|
|
| Xxxxx Press, Chief Executive Officer | ||
