TERM SHEET FOR REDEMPTION OF
This Term Sheet is entered into by and among Kiwa Bio-Tech Products Group Corporation (the “Company”)
and AJW Offshore Ltd., AJW Qualified Partners LLC, AJW Partners LLC , and New Millennium
Capital Partners II LLC (collectively the “NIR Group.”) as of September 25, 2008.
WHEREAS, the Company issued to the NIR Group Callable Secured Convertible Notes (the “6%
Notes”), pursuant to a Securities Purchase Agreement dated as of June 29, 2006 (the “Purchase Agreement”);
WHEREAS, on January 31, 2008 the Company issued to the NIR Group Callable Secured Convertible
Notes (the “2% Notes”) in connection with outstanding interest accrued on the 6% Notes;
WHEREAS, pursuant to Section 4(e) of the Purchase Agreement, the NIR Group has certain rights of
participation with respect to new equity financings (or debt financings with an equity component) (the
“Participation Right”); and
WHEREAS, the Company is seeking to obtain new financing and desires to prepay all amounts outstanding
under the 6% Notes and 2% Notes, including principal and accumulated interest.
NOW THEREFORE, both parties agree on the following terms and conditions:
l NIR Group waives its participation right with respect to any new financing that closes before October
l NIR Group hereby agrees to suspend conversions of principal and accrued interest under the 6%
Notes and 2% Notes from September 25, 2008 until October 31, 2008;
l The Company agrees that if a new financing is completed, all of the6% Notes and 2% Notes held by
NIR Group shall be redeemed for an aggregate payment of $2,400,000 (the “Payment Amount”),
which, when paid will constitute final settlement and satisfaction of all outstanding claims amounts due to
NIR Group under such Notes.
l The Company shall pay NIR Group the Payment Amount within thirty (30) days of the closing of new
financing, but no later than October 31, 2008.
l The Company hereby agrees that i