AGREEMENT TO AMEND WARRANTS


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