0000897069-05-001442 Sample Contracts

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 8th, 2005 • Morgan Investors X • Services-hospitals

This AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and effective as of May 26, 2005 (the “Effective Date”), by and among MSO Medical, Inc., a Delaware corporation (the “Company”); MSO Holdings, Inc., a Delaware corporation (the “Parent”); and the undersigned Investors (the “Investors”) who are parties to that certain Amended and Restated Registration Rights Agreement dated July 30, 2004 by and among the Company and the Investors (the “Registration Rights Agreement”), which Investors constitute a majority in interest of the outstanding Registrable Securities. Terms used in this Amendment but not defined herein shall have the respective meanings set forth in the Registration Rights Agreement.

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AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • June 8th, 2005 • Morgan Investors X • Services-hospitals • Delaware

This Amended and Restated Stockholders Agreement (this “Agreement”) is made and entered into as of July 30, 2004 by and among MSO Medical, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A attached hereto (the “Investors”) and the persons and entitles listed on Exhibit B attached hereto (the “Common Holders”).

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