China Power Technology, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

AMENDMENT NUMBER 2 TO SECURITIES PURCHASE
AGREEMENT


THIS AMENDMENT NUMBER 2 TO SECURITIES PURCHASE AGREEMENT, dated
as of November 15, 2010 (this “Amendment”), is entered into by and among
China Power Technology, 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 June 16, 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 “Qualified Public Offering” under Section 1.1 is hereby amended and restated
in its entirety as follows: 

“Qualified Public Offering” means an underwritten public
offering conducted by the Company in which it raises gross proceeds of at least
$50 million and is listed concurrently or prior thereto on a Trading Market
(other than the OTCBB).” 

Section 2.    The parties hereto agree that the following
section 4.18 shall be added immediately after Section 4.17: 

4.18   Lock-up. Each Investor will
not, either before, on or for a period of 180 days after the date of the
prospectus relating to the Qualified 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 Public 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 Qualified Public Offering. 

1 




The Company agrees that it will cause each person named as an
executive officers in the Company’s registration statement on Form S-1 (or such
other appropriate registration form) relating to the sale of shares of its
common stock in the Qualified Public Offering to agree not to, for a period of
360 days after the date of the prospectus relating to the Qualified 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 lockup 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 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 3. Except as amended hereby, the Securities
Purchase Agreement shall remain in full force and effect.

Section 4. 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] 

2 




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 POWER
TECHNOLOGY, INC.

By:_/s/ Honghai Zhang
Name: Honghai Zhang

Title: Chief Executive Officer 


REQUISITE HOLDERS:


SUN FOREVER LIMITED

By:_/s/ Gang Wang
Name:
Gang Wang 
Title: Managing Partner