China Power Technology, Inc.: Exhibit 4.2 - Filed by newsfilecorp.com











Exhibit 4.2



REGISTRATION RIGHTS AGREEMENT




June 16, 2010




To each of the several Investors named in Securities Purchase Agreement of even date herewith 


Ladies and Gentlemen:




  This will confirm that in consideration of your agreement on the date hereof to purchase an aggregate of 3,703,704 shares (the “Shares”) of Common Stock, $.001 par value per share of China Power Technology, Inc., a Nevada
corporation (the “Company”), pursuant to the Securities Purchase Agreement of even date herewith (the “Purchase Agreement”) between the Company and you, among others, and as an inducement to you to consummate the
transactions contemplated by the Purchase Agreement, the Company covenants and agrees with each of you as follows:


1. 


Certain Definitions.  As used in this Agreement, the following terms shall have the following respective meanings and all capitalized terms used but not defined herein which are defined in the Purchase
Agreement shall have the respective meanings given to such terms in the Purchase Agreement. 


  “Commission” shall mean the Securities and Exchange Commission, or
  any other federal agency at the time administering the Securities Act.


  “Exchange Act” shall mean the Securities Exchange Act of 1934, as
  amended, or any similar federal statute, and the rules and regulations of the
  Commission thereunder, all as the same shall be in effect at the time.


"Holder" or "Holders" shall mean the holder or holders, as the case may
be, from time to time of Registrable Securities. 


“Registration Expenses” shall have the meaning set forth in Section 8.


 “Registrable Securities” shall mean the (i) Shares and (ii) 2010 Make
 Good Shares and, 2011 Make Good Shares and Anti-dilution Shares (each as
 defined in the Make Good Escrow Agreement); provided, however, that the
 securities referred to in clause (ii) hereof shall only become Registrable
 Securities if and when they are released from escrow and transferred to the
 Investors and notwithstanding the foregoing, Registrable Securities shall
 exclude any such Shares which have been (a) registered under the Securities Act
 pursuant to an effective registration statement filed thereunder and disposed
 of in accordance with the registration statement covering them or (b) publicly
 sold pursuant to Rule 144 under the Securities Act or saleable under Rule 144
 without restriction as to volume or otherwise 











Registration Rights Agreement -- Page 2




 "Registration Statement" shall mean the registration statement required to be filed in accordance with Section 4 for the registration of the Shares under this Agreement, including in each case the Prospectus, amendments and supplements to such
registration statements or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference therein. 


 “Securities Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.


“Selling Expenses” shall have the meaning set forth in Section 8.


2. 


Restrictive Legend.  Each certificate representing Shares shall, except as otherwise provided in this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following
form:


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND
APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.”


A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company addressed to the Company and any transfer agent for the securities represented thereby to the effect that such securities may be publicly sold without
registration under the Securities Act and any applicable state securities laws. 


3. 



Notice of Proposed Transfer.  Prior to any proposed transfer of the Shares (other than under the circumstances described in Sections 4, 5, or 6), the holder thereof shall give written notice to the Company of
its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel satisfactory to the Company to the effect that the proposed
transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such Shares shall be entitled to transfer such Shares in accordance with the terms of its notice;
provided, however, that no such opinion of counsel shall be required for a transfer in accordance with the constituent documents of the entity to one or more partners or members, or employees of the transferor (in the case of a
transferor that is a partnership or a limited liability company, respectively) or to an affiliated corporation (in the case of a transferor that is a corporation).  Each certificate for the Shares transferred as above provided shall bear the legend
set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act)
or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration
under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section. 











Registration Rights Agreement -- Page 3



	
 	
4. 		
Required Registration.

	



(a)  


Within ninety (90) days after the Closing date, the Company shall prepare
and file with the Commission the Registration Statement covering the Shares pursuant to Rule 415.  The Registration Statement required to be filed under this Agreement shall be filed on Form S-1 (or such other form permissible under the Securities
Act).


  (b) 


  The Company shall use commercially reasonable efforts to cause the
  Registration Statement required to be filed under this Agreement to be
  declared effective by the SEC within one hundred and eighty (180) days after
  Closing date, and shall use commercially reasonable efforts to keep each the
  Registration Statement continuously effective. 


  (c)  


  The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company
for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable
Securities to be sold. Except for registration statements on Form S-4, S-8 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that
of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby (if the method of disposition is an
underwritten public offering) or until the registration statement becomes effective (if the Registration Statement is filed under Rule 415 of the Securities Act).


(d)


 If the Registration Statement is not declared effective by the Commission
within one hundred and eighty (180) days after Closing date, the Company shall
pay to each Investor an amount in cash, as partial liquidated damages and not as
a penalty, equal to 2.0% of the aggregate Investment Amount paid by such
Investor for Shares pursuant to the Securities Purchase Agreement.











Registration Rights Agreement -- Page 4




5.


Incidental Registration. If the Company at any time (other than pursuant
to Section 4 or Section 6) proposes to register any of its securities under the
Securities Act for sale to the public, whether for its own account or for the
account of other security holders or both (except with respect to registration
statements on Forms S-4, S-8 or another form not available for registering the
Registrable Securities for sale to the public), each such time it will give
written notice to all holders of outstanding Registrable Securities of its
intention so to do. Upon the written request of any such holder, received by the
Company within 10 days after the giving of any such notice by the Company, to
register any of its Registrable Securities, the Company
will use its best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent
requisite to permit the sale or other disposition by the holder of such Registrable Securities so registered.  In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common
Stock, the number of shares of Registrable Securities to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Securities owned by such holders) if and to the extent
that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that if any shares are to be included in such
underwriting for the account of any person other than the Company or requesting holders of Registrable Securities, such number of shares of Registrable Securities shall be reduced pro rata based on the ownership of the selling stockholders that
include shares in such registration of shares of Common Stock (determined on a fully-diluted basis); and provided, further, however, that in no event may less than one-third of the total number of shares of Common Stock to be
included in such underwriting be made available for shares of Registrable Securities. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability
to the holders of Registrable Securities.


6. 


Registration on Form S-3.  If at any time (i) a holder or holders of Registrable Securities request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of
all or any portion of the shares of Registrable Securities held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best
efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Registrable Securities specified in such notice.
Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company
notify all holders of Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration, provided, however, the Company shall be
obligated to register Registrable Securities pursuant to this Section 6 on one occasion only, and provided, further, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any
registration on Form S-3 which may be requested and obtained under this Section 6.


7. 


Registration Procedures.  If and whenever the Company is required by the provisions of Sections 4, 5 or 6 to use its best efforts to effect the registration of any shares of Registrable Securities under the
Securities Act, the Company will, as expeditiously as possible:


  (a)  



  prepare and file with the Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 4, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter
selected as therein provided) with respect to such securities and use its best efforts to cause such registration statement to
become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided);











Registration Rights Agreement -- Page 5




  (b)  


  prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in
paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement in accordance with the sellers’ intended method of disposition set
forth in such registration statement for such period;


  (c)  


  furnish to each seller of Registrable Securities and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in
order to facilitate the public sale or other disposition of the Registrable Securities covered by such registration statement;


  (d)  


  use its best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Securities or, in the case of
an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in
any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;


  (e)  


  use its best efforts to list the Registrable Securities covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed;


  (f)  


  immediately notify each seller of Registrable Securities and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event
of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances then existing;


  (g)  



  if the offering is underwritten and at the request of any seller of Registrable Securities, use its best efforts to furnish on the date that Registrable Securities is delivered to the underwriters for sale pursuant to such registration:  (i)
  an opinion dated such date of counsel representing the Company for the
  purposes of such registration, addressed to the underwriters and to such
  seller, stating that such registration statement has become effective under
  the Securities Act and that (A) to the best knowledge of such counsel, no stop
  order suspending the effectiveness thereof has been issued and no proceedings
  for that purpose have been instituted or are pending or contemplated under the
  Securities Act, (B) the registration statement, the related prospectus and
  each amendment or supplement thereof comply as to form in all material
  respects with the requirements of the Securities Act (except that such counsel
  need not
  express any opinion as to financial statements contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel and (ii) a letter dated such date from the independent public
accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial
statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter
shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request;
and



                            











Registration Rights Agreement -- Page 6




  (h)  


  make available for inspection by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or
underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement.


  For purposes of Section 7(a) and 7(b), the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities
purchased by it, and the period of distribution of Registrable Securities in any other registration shall be deemed to extend until all of the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration
Statement or all of the Registrable Securities covered by such Registration Statement may be sold without registration under Rule 144 of the 1933 Act.


  In connection with each registration hereunder, the sellers of Registrable Securities will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in
order to assure compliance with federal and applicable state securities laws.


  In connection with each registration pursuant to Sections 4, 5 or 6 covering an underwritten public offering, the Company and each seller agree to enter into a written agreement with the managing underwriter selected in the manner herein provided
in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature.


8. 



Expenses.  All expenses incurred by the Company in complying with Sections 4, 5 and 6, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the National Association of Securities Dealers, Inc.,
transfer taxes, fees of transfer agents and registrars, costs of insurance, but excluding any
Selling Expenses, are called “Registration Expenses”.  All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called “Selling Expenses”.











Registration Rights Agreement -- Page 7




  The Company will pay all Registration Expenses in connection with each registration statement under Sections 4, 5 or 6. All Selling Expenses in connection with each registration statement under Sections 4, 5 or 6 shall be borne by the
participating sellers in proportion to the number of shares sold by each, or by such participating sellers other than the Company (except to the extent the Company shall be a seller) as they may agree.


9. 


Indemnification and Contribution. (a) In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Sections 4, 5 or 6, the Company will indemnify and hold harmless
each seller of such Registrable Securities thereunder, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities was registered under the Securities Act pursuant to
Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will reimburse each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or
is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such seller, any such underwriter or any such controlling person in writing specifically for use in
such registration statement or prospectus.


  (b)  



  In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Sections 4, 5 or 6, each seller of such Registrable Securities thereunder, severally and not jointly, will indemnify and hold harmless the
Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any
underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under
which such Registrable Securities was registered under the Securities Act pursuant to Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the
Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided,
however, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by such seller specifically for use in such registration statement or prospectus, and provided,
further, however, that the liability of each seller hereunder shall not in any event exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement.











Registration Rights Agreement -- Page 8




  (c)  


  Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying
party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9 and shall only relieve it from any liability which it
may have to such indemnified party under this Section 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of
the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the
indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9 for any legal expenses subsequently incurred by
such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if
the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.


  (d)  



  In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any holder of Registrable Securities exercising rights under this Agreement, or any controlling person of any
such holder, makes a claim for indemnification pursuant to this Section 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such
selling holder or any such controlling person in circumstances for which indemnification is provided under this Section 9; then, and in each such case, the Company and such holder will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution
from others) in such proportion so that such holder is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by the registration statement bears to the public offering price of
all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) no such holder will be required to contribute any amount in excess of the
public offering price of all such Registrable Securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be
entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.











Registration Rights Agreement -- Page 9





10.



Changes in Common Stock. If, and as often as, there is any change in the Common Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock as so changed.


11. 


Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without
registration, at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, the Company agrees to:


  (a) 


  make and keep public information available, as those terms are understood and
  defined in Rule 144 under the Securities Act;


  (b) 


  use its best efforts to file with the Commission in a timely manner all
  reports and other documents required of the Company under the Securities Act
  and the Exchange Act; and


  (c)  


  furnish to each holder of Registrable Securities forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, a copy of the most
recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any
Registrable Securities without registration.


12. 


Representations and Warranties of the Company.  The Company represents and warrants to you as follows:


  (a) 



  The execution, delivery and performance of this Agreement by the Company have
  been duly authorized by all requisite corporate action and will not violate
  any provision of law, any order of any court or other agency of government,
  the Charter or By-laws of the Company or any provision of any indenture,
  agreement or other instrument to which it or any or its properties or assets
  is bound, conflict with, result in a breach of or constitute (with due notice
  or lapse of time or both) a default under any such indenture, agreement or
  other instrument or
result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company.











Registration Rights Agreement -- Page 10




  (b) 


  This Agreement has been duly executed and delivered by the Company and
  constitutes the legal, valid and binding obligation of the Company,
  enforceable in accordance with its terms.

	
 	
13. 		
Miscellaneous.

	



(a) 


All covenants and agreements contained in this Agreement by or on behalf of
any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto. 


  (b)  


  All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person, mailed by overnight courier service, certified or registered mail, return receipt requested, or sent by telecopier or
telex, addressed as follows:


  if to the Company or any other party hereto, at the address or telecopier number of such party set forth in the Purchase Agreement;


  if to any subsequent holder Sharesto it at such address or telecopier number as may have been furnished to the Company in writing by such holder;


or, in any case, at such other address or addresses as shall have been furnished in writing to the Company (in the case of a holder of Shares) or to the holder Shares (in the case of the Company) in accordance with the provisions of this
paragraph.


  (c) 


  This Agreement shall be governed by and construed in accordance with the laws
  of the State of New York, without giving effect to the principles of conflicts
  of laws thereof.


  (d) 


  This Agreement may not be amended or modified, and no provision hereof may be
  waived, without the written consent of the Company and the holders of at least
  a majority of the outstanding Shares.


  (e) 


  This Agreement 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.


  (f)  


  The obligations of the Company to register shares of Registrable Securities under Sections 4, 5 or 6 shall terminate on the second anniversary of the date of this Agreement.


  (g)  



  If requested in writing by the underwriters for the initial underwritten public offering of securities of the Company, each holder of Registrable Securities who is a party to this Agreement shall agree not to sell publicly any shares of
Registrable Securities or any other shares of Common Stock (other than shares of Registrable Securities or other shares of Common Stock being registered in such offering), without the consent of such underwriters, for a period of
not more than 180 days following the effective date of the registration statement relating to such offering; provided, however, that all persons entitled to registration rights with respect to shares of Common Stock who are not parties
to this Agreement, all other persons selling shares of Common Stock in such offering, all persons holding in excess of 1% of the capital stock of the Company on a fully diluted basis and all executive officers and directors of the Company shall also
have agreed not to sell publicly their Common Stock under the circumstances and pursuant to the terms set forth in this Section 13(g).











Registration Rights Agreement -- Page 11




  (h) 


  Notwithstanding the provisions of Section 7 (a), the Company’s obligation to
  file a registration statement, or cause such registration statement to become
  and remain effective, shall be suspended for a period not to exceed 90 days in
  any 12-month period if there exists at the time material non-public
  information relating to the Company which, in the reasonable opinion of the
  Company, should not be disclosed.


  (i) 


  If any provision of this Agreement shall be held to be illegal, invalid or
  unenforceable, such illegality, invalidity or unenforceability shall attach
  only to such provision and shall not in any manner affect or render illegal,
  invalid or unenforceable any other provision of this Agreement, and this
  Agreement shall be carried out as if any such illegal, invalid or
  unenforceable provision were not contained herein. 


  Please indicate your acceptance of the foregoing by signing and returning the enclosed counterpart of this letter, whereupon this Agreement shall be a binding agreement between the Company and you.


Very truly yours,




CHINA POWER TECHNOLOGY, INC.

By: /s/ Honghai Zhang                                      


        Name: Honghai Zhang 

       
Title: Chairman 




AGREED TO AND ACCEPTED as of the date first above written.



Purchasers named in the Purchase Agreement:













Registration Rights Agreement -- Page 12 


NAME OF INVESTOR 


Sun Forever Limited



By: /s/ Kevin Wang                                  


       Name: Kevin Wang

       Title:  Managing Partner



Palm Springs International Holdings Limited



By: /s/ Ming Xu                                         


Name: Ming Xu

Title: Director



Giant Idea Limited



By: /s/ Sha Chen                                    


Name: Sha Chen

Title: Director