Purchase Agreement

AMENDMENT NO. 1 to CONVERTIBLE NOTES PURCHASE AGREEMENT

 
Exhibit 4.2
 
AMENDMENT NO. 1
to
 
This AMENDMENT NO. 1 to Convertible Notes Purchase Agreement (the “Amendment”), dated March 29, 2012, is entered into by and between Empire Resources, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature page hereto (the “Majority Purchasers”).
 
W I T N E S S E T H :
 
WHEREAS, the Company and the Majority Purchasers have previously entered into that certain Convertible Notes Purchase Agreement, dated as of June 3, 2011 (the “Agreement”);
 
WHEREAS, the Agreement may be amended by a written instrument signed by the Company and the purchasers under the Agreement holding at least a majority in aggregate principal amount of the outstanding Notes (as defined in the Agreement); and
 
WHEREAS, the Company and the Majority Purchasers desire to amend the Agreement as set forth below.
 
NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereinafter set forth, the parties hereto, intending legally to be bound, hereby agree as follows: