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Exhibit 99.1
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of October 13,
2008, 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. The Company has issued to Highgate a $3,750,000, 5% Secured
Convertible Debenture dated as of May 26, 2005 (the "May 2005 Debenture").
B 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. On December 31, 2007, the Parties entered into an agreement (the
"First Extension Agreement") to extend the due date of the May 2005 Debenture to
August 31, 2008.
E. The Parties now desire to further extend the due date of the May
2005 Debenture to December 31, 2008.
F. As originally issued, all remaining principal and interest on the
December 2005 Debenture was due on July 30, 2008, with a fifteen (15) day cure
period for its payment.
G. Pursuant to the First Extension Agreement, the Parties extended the
due date of the December 2005 Debenture to August 31, 2008.
H. The Parties now desire to further extend the due date of the
December 2005 Debenture to December 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 December 31, 2008.
B. December 2005 Debenture. The due date of the December 2005
Debenture is hereby extended to December 31, 2008.
2. No Default. Highgate expressly acknowledges and agrees that no
default has occurred under the May 2005 Debenture for non-payment on the
maturity date or during the 15-day cure period. YA Global expressly acknowledges
and agrees that no default has occurred under the December 2005 Debenture for
non-payment on the maturity date or during the 15-day cure period.
3. No Other Changes. The Company, Highgate, and YA Global acknowledge
and agree that, except as specifically waived or modified by the terms of this
Agreement or the First Extension Agreement, the May 2005 Debenture and the YA
Global Debentures 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. For the avoidance of doubt, the parties hereto agree that as
set forth in the First Extension Agreement the interest rate on the May 2005
Debenture and the YA Global Debentures is 12% with respect to any principal
amounts remaining unpaid as of the date of the First Extension Agreement.
4. 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.
5. Miscellaneous.
(a) This Amendment is made pursuant to and in accordance with the
terms and conditions of the May 0000 Xxxxxxxxx and the December 2005
Debenture, 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 December 2005 Debenture.
(c) All provisions in the May 2005 Debenture and December 2005
Debenture 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 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/ Xxxx Xxxxxx
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Name Xxxx X. Xxxxxx
Title: Portfolio Manager
HIGHGATE HOUSE FUNDS
By: Yorkville Advisors LLC
Its: Investment Manager
By: /s/ Xxxx Xxxxxx
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Name Xxxx X. Xxxxxx
Title: Portfolio Manager
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