WARRANTAMENDMENT

EX-10.2 3 v169880_ex10-2.htm

Exhibit 10.2

WARRANT AMENDMENT

This WARRANT AMENDMENT (this “Amendment”) is dated as of December 22, 2009 by and among Lihua International, Inc., a Delaware corporation (the “Company”), and the holders signatory hereto (each a “Holder”, collectively, the “Holders”).

RECITALS

WHEREAS, the Company has issued a Series B Warrant to Purchase Shares of Common Stock of the Company (the “Series B Warrant”) to each of the Holders; and

WHEREAS, pursuant to Sections 4(d) and (e) of the Series B Warrant, in the event the Company issues any additional shares of Common Stock or Common Stock Equivalents (as defined in the Series B Warrant) at a price per share less than the exercise price of the Series B Warrant, such exercise price shall be reduced to such lesser price concurrently with the issue or sale; and

WHEREAS, the Company has requested that the Holders amend the Series B Warrant to delete Section 4(d), (e) and (f) thereof; and

WHEREAS, pursuant to Section 11 of the Series B Warrant, no provision of the Series B Warrant may be amended without the written consent of all of the Holders; and

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

6. Amendment. Pursuant to Section 11 of the Series B Warrant, the Holders hereby amend the Series B Warrant, as of the date hereof, by deleting Sections 4(d), (e) and (f) in their entirety.

7. Effect on Transaction Documents. Except as set forth above, the Series B Warrant shall remain in full force and effect and is hereby ratified and confirmed.

8. Governing Law; Jurisdiction. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.

9. Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

10. Severability. If any provision of this Amendment shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Amendment or the validity or enforceability of this Amendment in any other jurisdiction.

[SIGNATURE PAGES OF COMPANY TO FOLLOW]