Exhibit
10.1

     

    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
investors signatory hereto (each an “Investor”, collectively, the
“Investors”).  Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Securities Purchase
Agreement (as defined below).

     

    RECITALS

     

    WHEREAS,
the Company entered into a securities purchase agreement (the “Securities
Purchase Agreement”), dated as of October 31, 2008 (the “Closing Date”),
pursuant to which the Company conducted a private offering solely to accredited
investors pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as
amended (the “Act”), of its series A preferred stock and warrants;
and

     

    WHEREAS,
pursuant to Sections 4(d) and (e) of the Series A Warrant to Purchase Shares of
Common Stock of the Company which were delivered to the Investors pursuant to
the Securities Purchase Agreement (the “Series A Warrant”), in the event the
Company issues any additional shares of Common Stock or Common Stock Equivalents
(as defined in the Series A Warrant) at a price per share less than the exercise
price of the Series A Warrant (an “Additional Issuance”), such exercise price
shall be reduced to such lesser price concurrently with the issue or sale;
and

     

    WHEREAS,
the Company has requested that the Investors amend the Series A Warrant to
delete Sections 4(d), (e) and (f) thereof; and agree that in lieu of such
provisions the holders of the Series A Warrant shall have a right to pre-approve
any Additional Issuance at a price less than the exercise price of the Series A
Warrant then in effect; and

    


    WHEREAS,
pursuant to Section 11 of the Series A Warrant, no provision of the Series A
Warrant may be amended without the written consent of the Majority Holders (as
defined in the Series A Warrant); and

     

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

     

    1.           Amendment. Pursuant
to Section 11 of the Series A Warrant, the Majority Holders hereby amend the
Series A Warrant, as of the date hereof, by:

     

    (a) deleting the text of Section 4(d)
and replacing it with the following:

     

    “Issuance of Additional
Shares of Common Stock and Common Stock Equivalents.

     

    Commencing
on the Original Issue Date and ending on the two (2) year anniversary of the
Original Issue Date, the Issuer shall not issue any Additional Shares of Common
Stock or, Common Stock Equivalents (whether directly or by assumption in a
merger in which the Issuer is the surviving corporation), at a price per share less
than the Warrant Price then in effect or without consideration, without the
prior written consent of the Majority Holders.”; and

     

    (b) deleting Sections 4(e) and (f) in
their entirety.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.           Effect on Transaction
Documents.  Except as set forth above the Transaction Documents
and any other documents related thereto, shall remain in full force and effect
and are hereby ratified and confirmed.

     

    3.           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.

     

    4.           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.

     

    5.           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.

     

    


     

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OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     

    


     

    [SIGNATURE
PAGES OF COMPANY TO FOLLOW]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.

     

    
      	 
      	 
      	 
      	 
	 
      	
              LIHUA
      INTERNATIONAL, INC.

            	 
	 	 	 	 
	 	 	 	 
	 
      	
              By:

            	
              /s/
      Zhu Jian Hua

            	 
	 
      	
              Name:
      Zhu Jian Hua

            	 
	 
      	
              Title:
      Chief Executive Officer

            	 


    

    


    


    


    


    


     

    


     

    


     

    [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     

     

    [SIGNATURE
PAGES OF INVESTORS TO FOLLOW]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.

     

    
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              VISION
      OPPORTUNITY CHINA LP

            	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      Adam Benowitz

            	 
	 
      	
              Name:

            	
              Adam
      Benowitz

            	 
	 
      	
              Title:

            	
              Authorized
      Signatory

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              CMHJ
      TECHNOLOGY FUND II, L.P.

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      Kah Leong Ho

            	 
	 
      	
              Name:

            	
              Kah
      Leong Ho

            	 
	 
      	
              Title:

            	
              Director
      of CMHJ PARTNERS LTD.,

            	 
	 
      	 
      	
              GP
      of CMHJ PARTNERS LP, its GP