exhibit_10-2.htm

Exhibit
10.2



    AMENDMENT
TO COMMON STOCK PURCHASE WARRANT

     

    THIS
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”)
is entered into as of August 11, 2009 by and among Hythiam, Inc., a Delaware
corporation (the “Company”)
and HIGHBRIDGE INTERNATIONAL LLC (“Holder”).  Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms
in the Warrant (as defined below).

     

    WHEREAS,
Company and Holder entered into that certain Securities Purchase Agreement dated
November 6, 2007 (the “Stock
Agreement”), pursuant to which Holder purchased a total of Five Hundred
Forty Thousand One Hundred Eighty-Eight (540,188) Warrant Shares (as defined in
the Stock Agreement);

     

    WHEREAS,
in connection with the Stock Agreement, Company executed that
certain  Common Stock Purchase Warrant dated November 6, 2007 (the
“Warrant”)
granting Holder the right to purchase up to Five Hundred Forty Thousand One
Hundred Eighty-Eight (540,188) shares of common stock of the Company;
and

     

    WHEREAS,
pursuant to Section 5(l)
of the Warrant, each of the parties hereto desire to amend the Warrant as set
forth herein.

     

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

     

    1. Exercise
Price.  Section 2(b) of the Warrant is amended and restated in
its entirety as follows:

     

    “(b) Exercise
Price.  The exercise price per share of the Common Stock under
this Warrant shall be $0.28,
subject to adjustment as provided hereunder (the ‘Exercise
Price’).”

     

    2. Expiration
Date.  The Termination Date set forth in the preamble of the
Warrant is extended to August 11, 2014.

     

    3. Full
Force and Effect.  Other than as modified in accordance with
the foregoing provisions, the remaining terms of the Amended and Restated
Warrant remain in full force and effect.

     

    4. Counterparts.  This
Amendment may be executed in several counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
document.

     

    5. Governing
Law.  This Amendment shall be governed by and construed and
interpreted in accordance with the laws of the State of New York without giving
effect to conflict of laws principles thereof.

     


    
      
         


      

      
        1

        
          
 

      

      
         


      

    


    6. Headings.  Headings
of Sections in this Amendment are for reference purposes only and shall not
be deemed to have any substantive effect.

     

     

     

    [Remainder
of page intentionally left blank; Signature page to follow.]

     


    
      
         


      

      
        2

        
          
 

      

      
         


      

    


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

     

    
      	 
      	
              COMPANY:

               

            
	 
      	
              HYTHIAM,
      INC.

               

            
	 
      	
              By:  

            	
              /s/
      TERREN S. PEIZER

            
	 
      	 
      	
              Terren
      S. Peizer

            
	 
      	 
      	
              Chief
      Executive Officer

            
	 
      	 
      
	 
      	 
      
	 
      	
              HOLDER:

               

            
	 
      	
              HIGHBRIDGE
      INTERNATIONAL LLC

               

            
	 
      	
              By:

            	
              Highbridge
      Capital Management, LLC

            
	 
      	
              Its
      Trading Manager

            
	 
      	 
      	 
      
	 
      	
              By:  

            	
              /s/
      MARK J. VANACORE  

            
	 
      	 
      	
              Mark
      J. Vanacore

            
	 
      	 
      	
              Managing
      Director

            


    

     

     

     

    3