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]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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 HOLDERS TO FOLLOW]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

    
      	 
      	 
      	 
      	 
      
	 
      	
              Philip
      Wagenheim

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      Philip Wagenheim

            	 
      
	 
      	
               

            	      
              Philip
      Wagenheim

            	 
      
	 
      	 
      	 
      	 
      


    

    


     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

    
      	 
      	 
      	 
      	 
	 
      	
              Michael
      Rapp

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      Michael Rapp

            	 
	 
      	 
      	
              Michael
      Rapp

            	 


    

    


    


     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

    
      	
               

            	 
      	 
      	 
	 
      	
              Clifford
      Chapman

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      Clifford Chapman

            	 
	 
      	 
      	
              Clifford
      Chapman

            	 


    

    


    


    


    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

    
      	 
      	 
      	 
      	 
	 
      	
              Charles
      W. Allen

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      Charles W. Allen

            	 
	 
      	 
      	
              Charles
      W. Allen

            	 


    

    


    


    


    


     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

    
      	 
      	
              Ari
      Raskas

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      Arizz Raskas

            	 
	 
      	 
      	
              Ari
      Raskas

            	 


    

    


    


    


    


    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

     

    
      	 
      	
              Jeff
      Appel

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      Jeff Appel

            	 
	 
      	 
      	
              Jeff
      Appel

            	 


    

    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


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

     

     

    
      	 
      	
              Corby
      T. Hocker

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      Corby T. Hocker

            	 
	 
      	 
      	
              Corby
      T. Hocker

            	 


    

    


    


    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


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

     

     

    
      	 
      	
              David
      Prince

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      David Prince

            	 
	 
      	 
      	
              David
      Prince

            	 


    

    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


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

     

     

    
      	 
      	
              Xue
      Fu Zhen

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      Xue Fu Zhen

            	 
	 
      	 
      	
              Xue
      Fu Zhen

            	 


    

    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


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

     

    
      	 
      	 
      	 
      	 
	 
      	
              PENUMBRA
      WORLDWIDE, LTD.

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      Samuel May

            	 
	 
      	 
      	 
      	 
	 
      	
              Name:
      Samuel May

            	 
	 
      	 
      	 
      	 
	 
      	
              Title:
      Director