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Exhibit 99.1
AMENDMENT NUMBER 3 TO
AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT AGREEMENT (the "Amendment") is entered into as of
February 6, 2008, between CIRTRAN CORP., a corporation organized and existing
under the laws of the State of Nevada (the "Company"), and YA GLOBAL
INVESTMENTS, LP F/K/A CORNELL CAPITAL PARTNERS, LP a Delaware limited
partnership (the "Investor").
WHEREAS, the Company and the Investor are parties to a certain Amended
and Restated Investor Registration Rights Agreement dated as of August 23, 2006,
which was subsequently amended by agreement between the parties (the
"Agreement"); and
WHEREAS, the parties wish to amend the Agreement as set forth below.
NOW, THEREFORE, it is agreed:
I. Amendments.
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A. Section 2(a). Section 2(a) of the Agreement is hereby deleted in its
entirety and the following language shall replace said Section 2(a) of the
Agreement:
Section 2(a): Subject to the terms and conditions of this Agreement,
the Company shall prepare and file with the SEC, no later than January
1, 2009 (the "Scheduled Filing Deadline"), a registration statement on
Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3)
under the 1933 Act (the "Initial Registration Statement") for the
registration for the resale by all Investors who purchased Convertible
Debentures pursuant to the Securities Purchase Agreement 206,900,000
shares of Common Stock to be issued upon conversion of the Convertible
Debentures issued pursuant to the Securities Purchase Agreement and
the Securities Purchase Agreement dated December 30, 2005, as well as
fifteen million (15,000,000) shares of Common Stock to be issued upon
conversion of the Warrant of even date herewith and ten million
(10,000,000) shares of Common Stock to be issued upon conversion of
the Warrant dated December 30, 2005. The Company shall cause the
Initial 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.
II. Miscellaneous.
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A. Except as provided hereinabove, all of the terms and conditions
contained in the Agreement shall remain unchanged and in full
force and effect.
B. This Amendment is made pursuant to and in accordance with the
terms and conditions of the Agreement.
C. All capitalized but not defined terms used herein shall have those
meanings ascribed to them in the Agreement.
D. All provisions in the Agreement and any amendments, schedules or
exhibits thereto in conflict with this Amendment shall be and
hereby are changed to conform to this Amendment.
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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, LP F/K/A Cornell
Capital Partners, LP
By: Yorkville Advisors LLC
Its: General Partner
By: /s/ Xxxxx Xxxxx
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Name Xxxxx Xxxxx
Title: Managing Member
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