Unassociated Document


    EXHIBIT
10.3

    


    AMENDMENT
TO

    REGISTRATION
RIGHTS AGREEMENT

     

    Reference
is made to that certain Registration Rights Agreement (the “Registration Rights
Agreement”) dated as of December 22, 2009, as amended on April 15,
2010, between Kingold Jewelry, Inc. (formerly, ActiveWorlds Corp.), a
Delaware corporation and (the “Company"), and the investors set forth on
Schedule “A” hereto (each an “Investor” and collectively, the “Investors”)
whereby the Investors received certain registration rights regarding shares of
the Company’s common stock purchased by the Investors, upon the terms and
subject to the conditions more fully set forth therein.  Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Registration Rights Agreement.

    


    WHEREAS,
the Company agreed to prepare and file with the Securities and Exchange
Commission, a Registration Statement on Form S-1 covering the resale of all
Registrable Securities purchased by the Investors (the “Registration
Statement”);

     

    WHEREAS,
the Registration Rights Agreement provides that it can be amended, modified or
supplemented, and waivers or consents to departures from the provisions of the
Registration Rights Agreement can be given by the Holders of no less than a
majority in interest of the then outstanding Registrable
Securities;

     

    WHEREAS,
the Company has executed a non-binding Engagement Letter with Rodman &
Renshaw, LLC for an underwritten offering of the Company’s common stock in an
amount of no less than $20 million (the “Underwritten Offering”);

     

    WHEREAS,
the Company has requested that Investors holding at least a majority in interest
of the Registrable Securities agree to amend the Registration Rights Agreement
to delay the filing of the Registration Statement until 90 days after the
closing of the Underwritten Offering and to waive any penalties which may have
accrued under the Registration Rights Agreement as of the date
hereof;

     

    WHEREAS,
the Company and Investors holding at least a majority in interest of the
Registrable Securities by executing this Amendment are amending the Registration
Rights Agreement to delay the filing of the Registration Statement until 90 days
after the closing of the Underwritten Offering and to waive any penalties which
may have accrued under the Registration Rights Agreement as of the date
hereof


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    NOW,
THEREFORE, in consideration of the premises, the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     

    1.  Reference to Registration Rights
Agreement.  The parties hereto hereby amend the Registration
Rights Agreement as set forth below.

     

    2.  Change in Filing
Date.  The Registration Rights Agreement is hereby amended so
as to extend the time for the Company to file the Registration Statement
required to be filed under Section 2(a) of the Registration Rights Agreement, to
the date that is ninety (90) days following the closing of Underwritten
Offering.  In the event that the Board of Directors of the Company
shall reasonably determine, in its sole discretion, that a good faith effort by
Rodman & Renshaw, LLC to complete the Underwritten Offering is no longer
ongoing, the Company shall then file the Registration Statement within thirty
(30) days of making such determination and the “Filing Date” as defined in the
Registration Rights Agreement shall be deemed to be such date.

     

    3.  Waiver of Liquidated Damages.
The Registration Rights Agreement is hereby amended so as to waive any
obligation of the Company pursuant to Section 2(d) of the Registration Rights
Agreement to pay liquidated damages to the Investors for any failure by the
Company to comply with any obligation of the Company to have filed the
Registration Statement on or before the date hereof.

     

    4.  Counterparts. For the convenience of
the parties, any number of counterparts of this Amendment to Registration Rights
Agreement may be executed by any one or more parties hereto, and each such
executed counterpart shall be, and shall be deemed to be, an original, but all
of which shall constitute, and shall be deemed to constitute, in the aggregate
but one and the same instrument.

     

    5.  No Other
Changes.  Except as set forth herein, the provisions of the
Registration Rights Agreement shall not be deemed to be modified and shall
remain in full force and effect.

    


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    IN
WITNESS WHEREOF, the undersigned has executed this Amendment to the Registration
Rights Agreement on the date first set forth above.

    


    
      
        	 
      	
                KINGOLD
      JEWELERY, INC.

              
	 
      	
                  (formerly,
      Activeworlds Corp.)

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      
	 
      	
                Name
      of Investor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	 
      
	 
      	
                Title:

              	 
      


      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    SCHEDULE
A

    THE
INVESTORS

    


    
      
        
          
            
              	
                      Investor

                    	 	
                      Registerable

                      Securities

                      (Shares)

                    	 	 	
                      Percentage of

                      Registerable

                      Securities Owned

                    	 
	
                      Whitebox
      Combined Partners, LP

                    	 	 	3,373,494	 	 	 	32.94	%
	 
      	 	 	 	 	 	 	 	 
	
                      Whitebox
      Intermarket Partners, LP

                    	 	 	642,570	 	 	 	6.27	%
	 
      	 	 	 	 	 	 	 	 
	
                      Wallington
      Investment Holding Ltd

                    	 	 	2,309,237	 	 	 	22.55	%
	 
      	 	 	 	 	 	 	 	 
	
                      Parkland
      Ltd.

                    	 	 	1,004,016	 	 	 	9.80	%
	 
      	 	 	 	 	 	 	 	 
	
                      Jayhawk
      Private Equity Fund II, LP

                    	 	 	1,004,016	 	 	 	9.80	%
	 
      	 	 	 	 	 	 	 	 
	
                      Trillion
      Growth China Limited Partnership

                    	 	 	502,008	 	 	 	4.90	%
	 
      	 	 	 	 	 	 	 	 
	
                      Great
      Places LLC

                    	 	 	502,008	 	 	 	4.90	%
	 
      	 	 	 	 	 	 	 	 
	
                      Donald
      Rosenfeld

                    	 	 	150,602	 	 	 	1.47	%
	 
      	 	 	 	 	 	 	 	 
	
                      Jay
      T.  Snyder

                    	 	 	100,402	 	 	 	0.98	%
	 
      	 	 	 	 	 	 	 	 
	
                      Beryl
      Snyder

                    	 	 	100,402	 	 	 	0.98	%
	 
      	 	 	 	 	 	 	 	 
	
                      Randall
      Cox

                    	 	 	100,402	 	 	 	0.98	%
	 
      	 	 	 	 	 	 	 	 
	
                      Silicon
      Prairie Partners

                    	 	 	100,402	 	 	 	0.98	%
	 
      	 	 	 	 	 	 	 	 
	
                      Michael
      Harris, Esq.

                    	 	 	50,201	 	 	 	0.49	%
	 
      	 	 	 	 	 	 	 	 
	
                      Bo
      Bai

                    	 	 	301,206	 	 	 	2.94	%
	 
      	 	 	 	 	 	 	 	 
	
                      Total

                    	 	 	10,240,966	 	 	 	100.00	%