WARRANT AMENDMENT
Exhibit
10.2
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]
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
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LIHUA
INTERNATIONAL, INC.
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By:
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/s/
Zhu Xxxx Xxx
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Name:
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Zhu
Xxxx Xxx
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Title:
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Chief
Executive Officer
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[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
[SIGNATURE
PAGES OF HOLDERS TO FOLLOW]
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
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Xxxxxx
Xxxxxxxxx
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By:
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/s/
Xxxxxx Xxxxxxxxx
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Xxxxxx
Xxxxxxxxx
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
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Xxxxxxx
Xxxx
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By:
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/s/
Xxxxxxx Xxxx
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Xxxxxxx
Xxxx
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
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Xxxxxxxx
Xxxxxxx
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By:
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/s/
Xxxxxxxx Xxxxxxx
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Xxxxxxxx
Xxxxxxx
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
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Xxxxxxx
X. Xxxxx
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By:
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/s/
Xxxxxxx X. Xxxxx
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Xxxxxxx
X. Xxxxx
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
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Xxx
Xxxxxx
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By:
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/s/
Arizz Raskas
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Xxx
Xxxxxx
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
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Xxxx
Xxxxx
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By:
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/s/
Xxxx Xxxxx
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Xxxx
Xxxxx
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
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Xxxxx
X. Xxxxxx
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By:
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/s/
Xxxxx X. Xxxxxx
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Xxxxx
X. Xxxxxx
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
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Xxxxx
Xxxxxx
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By:
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/s/
Xxxxx Xxxxxx
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Xxxxx
Xxxxxx
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
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Xue
Fu Zhen
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By:
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/s/
Xue Fu Xxxx
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Xxx
Xx Xxxx
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
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PENUMBRA
WORLDWIDE, LTD.
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By:
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/s/
Xxxxxx May
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Name:
Xxxxxx May
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Title:
Director
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