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AMENDMENT NUMBER 4 TO
INVESTOR REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT AGREEMENT (the "Amendment") is entered into as of January
12, 2007, between CIRTRAN CORP., a corporation organized and existing under the
laws of the State of Nevada (the "Company"), and CORNELL CAPITAL PARTNERS, LP a
Delaware limited partnership (the "Investor").
WHEREAS, the Company and the Investor are parties to a certain Investor
Registration Rights Agreement dated as of December 30, 2005, as most recently
amended October 30, 2006 pursuant to an "Amendment to Debenture and Investor
Registration Rights Agreement" (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 June 1, 2007
(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 32,608,696 shares of Common Stock to be
issued upon conversion of the Convertible Debentures issued pursuant to
the Securities Purchase Agreement as well as ten million (10,000,000)
Warrant Shares. 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President & CEO
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors LLC
Its: General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Portfolio Manager
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