Unassociated Document


    


    Exhibit
10.2

    


    AGREEMENT
TO AMEND WARRANTS

    


    THIS
AGREEMENT TO AMEND WARRANTS (“Agreement”), dated as of
August 10, 2009, is entered into by and among Universal Travel Group, a Nevada
corporation (the “Company”), the investors
listed on the Schedule of Buyers in the Securities Purchase Agreement (“Securities Purchase
Agreement”) dated August 28, 2008 (the “Buyers”).

    


    Capitalized
terms used but not defined herein shall have the meanings set forth in the
Securities Purchase Agreement.

    


    WITNESSETH:

    


    WHEREAS,
the Buyers had purchased from the Company and the Company had sold to the Buyers
an aggregate of 4,588,708 shares of the Company’s common stock, par value $0.001
per share (“Common
Stock”), and warrants (“Warrants”) to acquire
2,294,356 shares of Common Stock for a total aggregate purchase price of
approximately $7,112,500 in a private placement financing transaction (the
“Financing Transaction”)
pursuant to the Securities Purchase Agreement;

    


    WHEREAS,
the parties hereto desire to amend each of the Warrants as set forth
herein.

    


    NOW
THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties agree as follows:

    


    1.           Section
7d of the Warrants is hereby cancelled and restated in its entirety to read as
follows:

     

    “        
d.    Sales of
Common Stock at less than the Exercise Price.  From the date hereof
until such time as the Buyers, as defined in the Securities Purchase Agreement,
hold no Securities, as defined in the Securities Purchase Agreement, except for
(i) issuances under Section 4(o) of the Securities Purchase Agreement, (ii)
issuances covered by Sections 7(a) and 7(b) hereof or (ii) an issuance of Common
Stock upon exercise or upon conversion of warrants, options or other convertible
securities for which an adjustment has already been made pursuant to this
Section 7, as to all of which this Section 7(d) does not apply, if the Company
closes on the sale or issuance of Common Stock at a price which is less than the
Exercise Price then in effect, or warrants, options, convertible debt or equity
securities with an exercise price per share or a conversion price which is less
than the Exercise Price then in effect, the Exercise Price shall be adjusted
immediately thereafter so that it shall equal:

     

     

    NEP = EP
- [A*(B -
C)]

    D

     

    Where:

     

    
      	
            	
              NEP
      =

            	
              new
      Exercise Price (following the
adjustment)

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	
              EP
      =

            	
              existing
      Exercise Price (prior to the
adjustment)

            


    

     

    
      	
            	
              A
      =

            	
              the
      number of additional shares of Common Stock
  issued

            


    

     

    
      	
            	
              B
      =

            	
              EP

            


    

     

    
      	
            	
              C
      =

            	
              the
      price per share at which the additional shares of Common Stock were issued
      or sold

            


    

     

    
      
        	
              	
                D
      =

              	
                the
      total number of shares of Common Stock outstanding immediately prior to
      the issuance of such additional shares of Common
  Stock

              


      

    

     

    The
provisions of this Section 7(d) shall similarly apply to successive
issuances of additional shares of Common Stock at a price which is less than the
Exercise Price then in effect, or warrants, options, convertible debt or equity
securities with an exercise price per share or a conversion price which is less
than the Exercise Price.

     

    No
adjustment of the Exercise Price shall be made pursuant to this
Section 7(d) upon the issuance of any additional shares of Common
Stock which are issued pursuant to the exercise of any warrants options,
convertible debt or equity securities or other subscription or purchase rights.
”

     

    2.           In
consideration of the foregoing amendment, the Company agrees to provide the
Buyers a cashless exercise feature to the Warrants.  Accordingly,
Section 6 of the Warrants shall be henceforth read:

     

    “6.           Cashless
Exercise.  The Warrant Holder may, at its election exercised in
its sole discretion, exercise this Warrant in whole or in part and, in lieu of
making the cash payment otherwise contemplated to be made to the Company upon
such exercise in payment of the Aggregate Exercise Price, elect instead to
receive upon such exercise the “Net Number” of shares of Common Stock determined
according to the following formula (a “Cashless Exercise”):

    


    Net
Number = (A x (B - C))/B

    


    For
purposes of the foregoing formula:

    


    
      
        	
              	
                A=

              	
                the
      total number shares with respect to which this Warrant is then being
      exercised.

              


      

    

    


    
      
        	
              	
                B=

              	
                the
      last reported sale price (as reported by Bloomberg) of the Common Stock on
      the trading day immediately preceding the date of the Exercise
      Notice.

              


      

    

    


    
      	
            	
              C=

            	
              the
      Exercise Price then in effect at the time of such
      exercise.  ”

            


    

    


    3.            
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York without regard to the principles of conflicts of law
thereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.            
This Agreement may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original and, all of which taken together
shall constitute one and the same Agreement.  In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.

    


    [Signature
Page Follows]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of this
10th
day of August, 2009.

    
       

      
        
          	 	UNIVERSAL
      TRAVEL GROUP	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Jiangping
      Jiang	 
	 	 	Name:
      Jiangping Jiang	 
	 	 	Title:
      CEO	 
	 	 	 	 


        

         

        
          
            
              
                
                  	 	BUYER:	 
	 	 	 
	 	ACCESS
      AMERICA FUND, LP	 
	 	 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ Christopher
      Efird	 
	 	 	Name:
      Christopher Efird	 
	 	 	Title:
      President	 
	 	 	 	 


                

                 

                
                  
                    
                      	 	BUYER:	 
	 	 	 
	 	CHINAMERICA
      FUND LP	 
	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	/s/ Beau
      Johnson	 
	 	 	Name:
      Beau Johnson	 
	 	 	Title:
      Managing Partner	 
	 	 	 	 


                    

                    
                      
                         

                        
                          
                            	 	BUYER:	 
	 	 	 
	 	POPE
      INVESTMENT II LLC	 
	 	 	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	/s/ William
      P. Wells	 
	 	 	Name:
      William P. Wells	 
	 	 	Title:
      President, Pope Asset Mgmt	 
	 	 	 	 


                          

                          
                            
                               

                              
                                
                                   

                                

                                
                                   

                                  
                                    

                                  

                                

                                
                                   

                                

                              

                               

                              
                                
                                  	 	BUYER:	 
	 	 	 
	 	      
                                          HELLER
      CAPITAL INVESTMENTS, LLC

                                        	 
	 	 	 
	 	 	 	 
	
                                           

                                        	
                                          By:
      

                                        	/s/ Ronald
      Heller	 
	 	 	Name:
      Ronald I. Heller	 
	 	 	Title:
      CIO	 
	 	 	 	 


                                

                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
              
                	 	BUYER:	 
	 	 	 
	 	      
                        CGM
      as C/F RONALD I. HELLER IRA

                      	 
	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Ronald
      Heller	 
	 	 	Name:
      Ronald I. Heller	 
	 	 	Title:
      Investor	 
	 	 	 	 


              

              
                 

                
                  
                    	 	BUYER:	 
	 	 	 
	 	      
                            INVESTMENT
      HUNTER, LLC

                          	 
	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Gary
      C. Evans	 
	 	 	Name:
      Gary C. Evans	 
	 	 	Title:
      Manager	 
	 	 	 	 


                  

                  
                    
                       

                      
                        
                          	 	BUYER:	 
	 	 	 
	 	      
                                  MARED
      INVESTMENTS

                                	 
	 	 	 
	 	 	 	 
	
                                   

                                	
                                  By:
      

                                	/s/ Edward
      R. Rashid	 
	 	 	Name:
      Edward R. Rashid	 
	 	 	Title:
      President	 
	 	 	 	 


                        

                        
                          
                             

                            
                              
                                 

                              

                              
                                 

                                
                                  

                                

                              

                              
                                 

                              

                            

                             

                            
                              
                                	 	BUYER:	 
	 	 	 
	 	      
                                        HIGH
      CAPITAL FUNDING, LLC

                                      	 
	 	 	 
	 	 	 	 
	
                                         

                                      	
                                        By:
      

                                      	/s/ David
      Rapaport	 
	 	 	Name:
      David Rapaport	 
	 	 	Title:
      EVP & GC	 
	 	 	 	 


                              

                               

                              
                                
                                  
                                    	 	BUYER:	 
	 	 	 
	 	      
                                            MERRILL
      LYNCH, PIERCE, FENNER & SMITH, FBO BEAU L.
      JOHNSON

                                          	 
	 	 	 
	 	 	 	 
	
                                             

                                          	
                                            By:
      

                                          	/s/ Beau
      Johnson	 
	 	 	Name:
      Beau Johnson