AMENDMENT TO INVESTORS’ RIGHTS AGREEMENT
AMENDMENT
TO INVESTORS’ RIGHTS AGREEMENT
This
Amendment to Investors’ Rights Agreement is entered into as of December 27,
2007, by and among Huiheng Medical, Inc., a Nevada corporation (the “Company”),
and those holders of outstanding shares of Series A Preferred Stock issued
by
the Company (the “Series A Holders”) who execute this Amendment, with respect to
the following:
A. Under
the
terms of the Securities Exchange Agreement dated as of May 15, 2007 (the
“Exchange Agreement”) by and among the Company (then known as Mill Basin
Technologies, Ltd.) and various other parties, including the shareholders of
Allied Moral Holdings, Ltd. (with a portion of such shareholders receiving
shares of Series A Preferred Stock of the Company), the Company agreed to assume
the registration obligations of Allied Moral Holdings under the Investors’
Rights Agreement of January 11, 2007 (the “Rights Agreement”), subject to
certain conditions;
B. As
a
result of the recent changes in Rule 144 promulgated by the Securities and
Exchange Commission, and the lock up agreements that will be required by the
underwriters of the currently contemplated public offering of the common stock
of the Company, the Series A Holders and the Company contemplate that the Series
A Holders will be able to sell their shares of common stock issuable upon
conversion of the Series A Preferred Stock (the “Conversion Shares”) under Rule
144 simultaneously or shortly after the expiration of the 90 day lock up period
set forth in the lock up agreements. As such, the Series A Holders and the
Company believe that there is no longer any utility to require the Company
to
file a registration statement for the resale of the Conversion Shares;
and
C. To
remove
any ambiguity relating to the terms of the Rights Agreement that remain in
effect, the Series A Holders and the Company desire to confirm that any
potential penalties associated with either the failure to obtain the
registration of the Conversion Shares within the time specified in the Rights
Agreement or the failure to maintain such registration in effect shall be waived
and extinguished.
NOW,
THEREFORE, for and in consideration of the forgoing and the following terms
and
conditions, the parties hereto agree as follows:
1. Termination
of Registration Obligations.
Any
remaining obligations in the Rights Agreement that have been assumed by the
Company under the Exchange Agreement are hereby terminated.
2. Waiver
of Damages.
Any
damages related to the Rights Agreement that have accrued or may accrue in
the
future are hereby waived and extinguished.
3. Processing
of Transfers.
Within
five business days after the business day on which the Company receives (i)
a
notice that the Conversion Shares have been sold pursuant to Rule 144 (or of
the
completion of a period during which the Conversion Shares need to bear a
restricted securities legend under applicable securities laws), (ii) the
original certificates representing the shares of Series A Preferred Stock (or
Conversion Shares, as the case may be) that were issued with a restricted
securities legend, and (iii) to the extent required by Rule 144, customary
representation letters and/or broker letters concerning compliance with the
requirements of Rule 144, the Company shall deliver (or cause to be delivered)
to its transfer agent appropriate instruction and opinion letters directing
the
delivery of certificates for the Conversion Shares without legends. This
obligation may be satisfied, when permitted by applicable legal requirements,
by
delivery of entries reflecting electronic transfers of the Conversion Shares
to
a brokerage account (designated by the applicable Series A Holder) with the
Depository Trust Company through its Deposit Withdrawal Agent Commission
System.
This
Amendment may be executed in one or more counterparts, all of which when taken
together shall constitute one in the same instrument, and shall be effective
when it has been signed by the Company and the holders of more than a majority
of the outstanding shares of Series A Preferred Stock.
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By:
Xx
Xx,
Secretary
|
|
SERIES
A HOLDER
Name:
By:
Title:
(If signing in a representative
capacity)
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