Advance Agreement
Party
A: Xxx
Xx
Party
B: Kiwa
Bio-Tech Products (Shandong) Co., Ltd.
The
Advance Agreement is signed on June 30, 2007 by both parties, to clarify the
following advance transactions:
| 1. |
During
June 2007, Party A advanced an aggregate sum of RMB 336,432.46 (i.e.
US$44,177.33) to Party B in China.
|
| 2. |
Both
parties agreed the abovementioned advances bear interest at 6% per
annum
starting from June 30, 2007. Party A agreed that Party B could repay
the
advances aperiodically when the Company’s cash flow circumstances permit.
At the same time Party B agreed to settle the advances within 180
days
since June 30, 2007.
|
| 3. |
Both
parties agreed that Party B will issue to Party A warrants that entitle
Party A to purchase up to 220,886 shares of common stock based on
the
conversion price specified in Clause 4. Party A shall have the right
to
exercise the warrants within next 24
months.
|
| 4. |
Conversion:
At the option and instruction of Party A, Party A shall at any time
make
an application to exercise any warrants for the issuance of shares
of
Party B’s holding company, Kiwa Bio-Tech Products Group Corporation
(“KWBT”). Party A shall have the right to exercise the warrants based on
a
conversion price equal to the closing quote (US$0.1055) of the shares
of
KWBT, listed on the Over-the-counter Bulletin Board (the “Shares”) on June
29, 2007. Party A shall have unlimited piggyback right.
|
|
Party
A:
|
Xxx
Xx
|
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|
|
/s/
Xxx Xx
|
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|
Party
B:
|
Kiwa
Bio-Tech Products (Shandong) Co. Ltd.
|
||
|
|
/s/
Xxxxxxx Xxx
|
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|
Director
|
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|
Date:
June
30,
2007
|
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