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.
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
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:
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.
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)
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
Section 3(b) of the Agreement is amended to add the following sentence to the end of the
Section 3(q) is hereby amended to add the following sentence to the end of the section:
IN WITNESS, the Company and the undersigned Initial Investors have caused this Agreement t