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AMENDMENT NO. 2 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
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THIS AMENDMENT NO.2 (the "Amendment") is made and entered into
effective as of August 10, 2006, to that certain Investor Registration Rights
Agreement (the "Agreement") dated May 26, 2005 by and among CIRTRAN CORP., a
Nevada corporation (the "Company") and HIGHGATE HOUSE FUNDS, LTD (the
"Investor").
Recitals:
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WHEREAS, on or about May 26, 2005, the Company and the Investor entered
into a series of financing agreements (the "Transaction Documents"), including,
without limitation the Securities Purchase Agreement, the convertible debentures
issued thereto, and the Agreement (as defined herein), pursuant to which, among
other things, the Investor agreed to advance the Company the aggregate of Three
Million Seven Hundred Fifty Thousand Dollars ($3,750,000) of secured convertible
debentures;
WHEREAS, the parties hereto desire to amend the Agreement to extend
certain deadlines contained therein; and
WHEREAS, all terms in the Agreement, except as modified herein, and the
terms contained in the Transaction Documents, shall remain in full force and
effect.
NOW, THEREFORE, in consideration of the premises and the mutual
promises, conditions and covenants contained herein and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree
as follows:
1. The foregoing recitals are hereby incorporated herein by
reference and acknowledged as true and correct by the parties
hereto.
2. Section 2(b) of the Agreement is hereby amended and restated
in its entirety to read as follows:
"(b) Effectiveness of the Initial Registration
Statement. The Company shall use its best efforts (i) to have
the Initial Registration Statement declared effective by the
SEC by August 31, 2006 (the "Scheduled Effective Deadline"),
and (ii) to ensure that the Initial Registration Statement and
any subsequent Registration Statement remains in effect until
all of the Registrable Securities have been sold, subject to
the terms and conditions of this Agreement. The Investors may
declare that an event of default has occurred hereunder if the
Initial Registration Statement is not filed by the Scheduled
Filing Deadline or not declared effective by the Scheduled
Effective Deadline."
[SIGNATURE PAGES TO IMMEDIATELY FOLLOW]
IN WITNESS WHEREOF, the parties have signed and delivered this
Amendment Agreement on the date first set forth above.
CIRTRAN CORP. HIGHGATE HOUSE FUNDS, LTD
By: /s/ By: /s/
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President & CEO Title: Portfolio Manager
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