AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
EXHIBIT
10.52
AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT,
dated as of October 31, 2006, to REGISTRATION RIGHTS AGREEMENT (the
“Agreement”),
dated
as of June 29, 2006, by and among Kiwa Bio-Tech Products Group Corporation,
a
Delaware corporation (the “Company”),
and
each of the undersigned Initial Investors. All capitalized terms herein not
otherwise defined have the meanings given in the Agreement.
WHEREAS:
A. In
response to its efforts to fulfill its covenant under the Agreement to register
the Registrable Securities, the SEC Staff has required the Company to reduce
the
number of shares included in the registration statement; and
B. To
parties desire to amend the Agreement to reflect the requirements imposed on
the
Company;
NOW,
THEREFORE,
the
parties agree that the Agreement is hereby amended as follows:
1.
|
Section
2(a) of the Agreement is amended such that the phrase “two and one quarter
times the sum of the number of Conversion Shares” is amended to read “one
times the number of Conversion
Shares”.
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2.
|
Section
3(b) of the Agreement is amended to add the following sentence to
the end
of the section:
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The
parties agree that the Company’s obligations under this Section 3(b), including
the potential application of Section 2(c), is relaxed to the extent SEC rules
or
SEC staff positions prevent the inclusion of any Registrable Securities in
a
registration statement.
3.
|
Section
3(q) is hereby amended to add the following sentence to the end of
the
section:
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Pursuant
to the foregoing sentence, the Initial Investors hereby consent to the inclusion
of 9,374,453 shares held by shareholders other than the Initial Investors in
the
Company’s initial registration statement filed pursuant to Section 2(a), as set
forth in its Form SB-2 filed with the SEC on August 11, 2006.
(Signature
page follows)
IN
WITNESS,
the
Company and the undersigned Initial Investors have caused this Agreement to
be
duly executed as of the date first above written.
KIWA BIO-TECH PRODUCTS GROUP CORPORATION | |||
/s/ Xxx Xx | |||
Xxx Xx |
|||
Chief Executive Officer |
INITIAL
INVESTORS
AJW PARTNERS, LLC | NEW MILLENNIUM CAPITAL PARTNERS, II, LLC | ||||
By: SMS Group, LLC | By: First Street Manager II, LLC | ||||
By: | /s/ Xxxxx X. Xxxxxxxx | By: | /s/ Xxxxx X. Xxxxxxxx | ||
Xxxxx X. Xxxxxxxx |
Xxxxx X. Xxxxxxxx |
||||
Manager of SMS Group, LLC |
Manager
of First
Street Manager II, LLC
|
AJW OFFSHORE, LTD. | DOUBLE U MASTER FUND LP | ||||
By: First Street Manager II, LLC | |||||
By: | /s/ Xxxxx X. Xxxxxxxx | By: | /s/ Xxxxx Xxxxxx | ||
Xxxxx X. Xxxxxxxx |
Xxxxx Xxxxxx |
||||
Manager
of First Street Manager II, LLC
|
Navigator Management Ltd Authorized Signator |
AJW QUALIFIED PARTNERS, LLC | NITE CAPITAL LP | ||||
By: AJW Manager, LLC | |||||
By: | /s/ Xxxxx X. Xxxxxxxx | By: | /s/ Xxxxx Xxxxxxx | ||
Xxxxx X. Xxxxxxxx |
Xxxxx Xxxxxxx |
||||
Manager
of AJW Manager, LLC
|
Manager
of the General Partner
|