Exhibit
10.1


 


AMENDMENT NUMBER 2 TO SECURITIES PURCHASE AGREEMENT


 


THIS
AMENDMENT NUMBER 2 TO SECURITIES PURCHASE AGREEMENT, dated as of October 28,
2010 (this “Amendment”), is entered into by and among China Packaging
Group Inc., a Nevada corporation (collectively with its predecessors, the “Company”) and the Investors. Capitalized terms used herein but not
otherwise defined herein shall have the respective meanings set forth in the
Securities Purchase Agreement (as defined below).


 


BACKGROUND


 


The
Company and the Investors are parties to that certain Securities Purchase
Agreement, dated as of April 29, 2010 (the “Securities Purchase Agreement”). The Investors understand that certain underwriters (the “Underwriters”) propose to enter into an underwriting agreement with the Company
providing for the public offering (the “Public
Offering”) by the
Company of shares of Common Stock of the Company. To induce the Underwriters
that may participate in the Public Offering to continue their efforts in
connection with the Public Offering, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Amendment wish to amend certain provisions of the
Securities Purchase Agreement as set forth in this Amendment.


 


Section 6.4
of the Securities Purchase Agreement provides that no provisions of the
Securities Purchase Agreement may be waived or amended except in a written
instrument signed by the Company and the Requisite Holders. This Amendment
constitutes a written agreement signed by the necessary parties in order to
effectuate the amendments to the Securities Purchase Agreement specified below.


 


NOW,
THEREFORE, in consideration of the foregoing and the respective covenants and
agreements set forth herein, the parties hereto agree as follows:


 


Section 1.                   The parties hereto agree that the definition
of “Next Underwritten Public Offering” under Section 1.1 is hereby amended
and restated in its entirety as follows:


 


“Next Underwritten Public Offering” means an underwritten
public offering conducted by the Company in which it raises gross proceeds of
at least $30 million and is listed concurrently or prior thereto on a U.S.
national securities exchange.”


 


Section 2.                   The parties hereto agree that each of
Sections 4.10, 4.12 and 4.13 is hereby amended by adding the following sentence
at the end of the section:


 


“However,
the Investors’ right hereunder shall terminate immediately upon the
consummation of the Next Underwritten Public Offering.”


 


Section 3.                   The parties hereto agree that the following
section 4.16 shall be added immediately after Section 4.15:


 


4.16     Lock-up.  Each
Investor will not, for a period of 180 days after the date of the prospectus
relating to the Next Underwritten Public Offering, directly or


 


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indirectly,
offer for sale, sell, contract to sell, grant any option for the sale of, or
otherwise issue or dispose of, any share of Common Stock, options or warrants
to acquire shares of Common Stock, or any related security or instrument,
without the prior written consent of the representative of the Underwriters (as
defined in the prospectus relating to the offering). If (i) during the
last 17 days of the 180 day lock-up period, the Company issues an earnings
release or material news or a material event occurs or (ii) before the
expiration of the 180 day lock-up period, the Company announces that it will
release earnings results or become aware that material news or a material event
will occur during the 16-day period beginning on the last day of the 180 day
lock-up period, the lock-up restrictions will continue to apply until the
expiration of the 18-day period beginning on the issuance of the earnings
release or the occurrence of the material news or material event. The foregoing
lock-up provisions are subject to the investors’ co-sale right pursuant to
Section 4.14, including the right to sell up to 50% of their shares in the
Next Underwritten Public Offering.


 


The Company agrees that it will cause each person
named as an executive officers in the Company’s registration statement on
Form S-l (or such other appropriate registration form) relating to the
sale of shares of its common stock in the Next Underwritten Public Offering to
agree not to, for a period of 360 days after the date of the prospectus
relating to the Public Offering, directly or indirectly, offer for sale, sell,
contract to sell, grant any option for the sale of, or otherwise issue or
dispose of, any share of Common Stock, options or warrants to acquire shares of
Common Stock, or any related security or instrument, without the prior written
consent of the representative of the Underwriters (as defined in the prospectus
relating to the offering). If (i) during the last 17 days of the 360 day
lock-up period, the Company issues an earnings release or material news or a
material event occurs or (ii) before the expiration of the 360 day lock-up
period, the Companty announces that it will release earnings results or become
aware that material news or a material event will occur during the 16-day
period beginning on the last day of the 360 day lock-up period, the lock-up
restrictions will continue to apply until the expiration of the 18-day period
beginning on the issuance of the earnings release or the occurrence of the
material news or material event.


 


Section 5.                    Except as amended hereby,
the Securities Purchase Agreement and the Amendment Number 1 to the Securities
Purchase Agreement dated August 13, 2010 shall remain in full force and
effect.


 


Section 6.                   This Amendment may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized signatories as of the date first
indicated above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  CHINA PACKAGING GROUP INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daliang Teng

  
	
   

  	
   

  	
  Name:
  Daliang Teng

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REQUISITE HOLDERS:

  
	
   

  	
   

  
	
   

  	
  ENVISION CAPITAL PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gang Wang

  
	
   

  	
   

  	
  Name:
  Gang Wang 

  
	
   

  	
   

  	
  Title:
  Managing Partner

  



 


 


Signature Page to the Amendment to Securities
Purchase Agreement