exhibit_10-3.htm


    
      
Exhibit
10.3


      AMENDMENT
TO AMENDED AND RESTATED WARRANT

       

      TO
PURCHASE COMMON STOCK

       

      THIS
AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK
(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 Amended and Restated Warrant (as defined below).

       

      WHEREAS,
Company executed that certain Amended and Restated Warrant to Purchase Common
Stock dated January 18, 2007 (the “Amended
and Restated Warrant”) granting Holder the right to purchase up to One
Million Three Hundred Thousand (1,300,000) shares of common stock of the
Company;

       

      WHEREAS,
each of the parties hereto desire to amend the Amended and Restated Warrant as
set forth herein; and

       

      WHEREAS,
pursuant to Section 9
of the Amended and Restated Warrant, the Required Holders by an affirmative vote
approved the amendment to the Amended and Restated Warrant.

       

      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 1(b) of the Amended and Restated Warrant is
amended and restated in its entirety as follows:

       

      “(b) Exercise
Price.  For purposes of this Warrant, ‘Exercise
Price’ means $0.28, subject to adjustment as provided herein.”

       

      2. Expiration
Date.  Section 15(j) of the Amended and Restated Warrant is
amended and restated in its entirety as follows:

       

      “(j)
‘Expiration
Date’ means the date sixty (60) months after August 11, 2009 or, if such
date falls on a day other than a Business Day or on which trading does not take
place on the Principal Market (a ‘Holiday’),
the next date that is not a Holiday.”

       

      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.

       


      
        
           


        

        
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      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.

       

      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.]

       


      
        
           


        

        
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      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

              


      

       

       

       

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