AJW Partners, LLC AJW Qualified Partners, LLC AJW Offshore, Ltd. New Millennium Capital Partners, II, LLC c/o NIR Group, Inc.
Exhibit
10.16
August
28, 2006
AJW
Partners, LLC
AJW
Qualified Partners, LLC
AJW
Offshore, Ltd.
New
Millennium Capital Partners, II, LLC
c/o
NIR
Group, Inc.
0000
Xxxxxxxx Xxxxxxxxx
Xxxxxx,
Xxx Xxxx 00000
Gentlemen:
This
letter is intended to amend the Registration Rights Agreement (the “Agreement”)
dated July 31, 2006 by and among Itronics, Inc. (the “Company”), AJW Qualified
Partners, LLC (“Qualified”), New Millennium Capital Partners II, LLC (“NMC”),
AJW Offshore, Ltd. (“Offshore”) and AJW Partners, LLC (“AJW”) (Qualified, NMC,
Offshore and AJW are collectively referred to as the “Investors”). The Agreement
provides that the Company is required to register all of the shares underlying
the Warrants as well as a certain percentage of shares underlying the Notes.
It
is hereby agreed that the Company will be required to file a registration
statement including 75,000,000 shares of common stock underlying the Notes
and
will not be required to register any shares issuable upon exercise of the
warrants. Further, it is agreed, that provided the Company complies with the
time requirements set forth in the Agreement on the registration statement
for
75,000,000 shares, the Company will not be subject to liquidated damages. All
other terms of the Agreement will remain unchanged.
To
indicate your acceptance, please sign in the indicated space.
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Sincerely,
Itronics, Inc.
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| By: | /s/ Xxxx X. Xxxxxxx | |
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Xx. Xxxx X. Xxxxxxx, President |
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| Agreed and Accepted | ||
| AJW Offshore, Ltd. | ||
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/s/Xxxxx
X. Xxxxxxxx
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| AJW Partners, LLC | ||
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/s/Xxxxx
X. Xxxxxxxx
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| New Millennium Capital Partners II, LLC | ||
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/s/Xxxxx
X. Xxxxxxxx
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| AJW Qualified Partners, LLC | ||
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/s/Xxxxx
X. Xxxxxxxx
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