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
|
