Amendment No. 4 to Investor Registration Rights Agreement between CirTran Corp. and Cornell Capital Partners, LP

Summary

CirTran Corp. and Cornell Capital Partners, LP have agreed to amend their existing Investor Registration Rights Agreement. This amendment changes the deadline for CirTran Corp. to file a registration statement with the SEC to June 1, 2007, covering shares issuable upon conversion of debentures and warrant shares. The amendment also requires CirTran to provide the registration statement to investors for review before filing, with investors given 24 hours to comment. All other terms of the original agreement remain unchanged.

EX-10.2 3 cirtran8k011207ex10-2.txt EXHIBIT 10.2 - AMENDMENT NUMBER 4 TO INVESTOR REGISTRATION RIGHTS AGREEMENT ================================================================================ 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. ----------- 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. -------------- 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. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 2 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/ Iehab J. Hawatmeh ------------------------------------ Name Iehab J. Hawatmeh Title: President & CEO CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors LLC Its: General Partner By: /s/ Mark A. Angelo ------------------------------------ Name Mark A. Angelo Title: Portfolio Manager 3 - --------------------------------------------------------------------------------