ex102.htm


    Exhibit
10.2

     

    REGISTRATION
RIGHTS AGREEMENT

     

               This
Registration Rights Agreement (this "Agreement") is made and
entered into as of October 29, 2009, by and among Longwei Petroleum Investment
Holding Limited, a Colorado corporation (the "Company") and the investors
listed on the Schedule of Buyers attached hereto as Annex A and
identified on the signature pages hereto (each, an “Investor” and collectively,
the “Investors”).

     
 

    This Agreement is made pursuant to the
Securities Purchase Agreement, dated as the date hereof among the Company and
the Investors (the “Purchase
Agreement”).

    


    The Company and the Investors hereby
agree as follows:

    


    1. Definitions.  Capitalized
terms used and not otherwise defined herein that are defined in the Purchase
Agreement will have the meanings given such terms in the Purchase
Agreement.  As used in this Agreement, the following terms have the
respective meanings set forth in this Section 1:

     

    “Delivery Date” means the date
on which the Escrow Shares are required to be delivered to the Investors by the
Make Good Pledgors pursuant to the Securities Escrow Agreement.

     

    “Advice” has the meaning set
forth in Section 6(d).

     

    “Commission Comments” means written comments pertaining solely to
Rule 415 which
are received by the Company from the Commission (and a copy of which shall have
been provided by the Company to the Holders) to a filed Registration Statement
which requires the Company limit the amount of shares which may be included
therein to a number of shares which is less than such amount sought to be
included therein as filed with the Commission.

     

    “Common Stock” means the
common stock of the Company, no par value per share, and any securities into
which such common stock may hereafter be reclassified or for which it may be
exchanged as a class.

     

    “Dividend Shares” shall have
the meaning set forth in the Certificate of Designation.

     

    “Effective Date” means, as to
a Registration Statement, the date on which such Registration Statement is first
declared effective by the Commission.

     

    “Effectiveness Date”
means

     

    (a) with
respect to the initial Registration Statement required to be filed under Section
2(a), the earlier of (i) the 150th day
following the Closing Date and (ii) the fifth Trading Day following the date on
which the Company is notified by the Commission that such Registration Statement
will not be reviewed or is no longer subject to further review and
comments,

     

    
      
         

      

      
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    (b) with
respect to a Registration Statement required to be filed under Section 2(b), the
earlier of: (i) the 60th day
following the Filing
Date for any Registration Statement
required to be filed under Section 2(b), and (ii) the fifth
Trading Day following the date on which the Company is notified by the
Commission that such Registration Statement will not be reviewed or is no longer
subject to further review and comments;

     

    (c) with
respect to a Registration Statement required to be filed under Section 2(c), the
earlier of:  (i) the 90th day following the date on which the Company
becomes eligible to utilize Form S-3 to register the resale of Common Stock; and
(ii) the fifth Trading Day following the date on which the Company is notified
by the Commission that such Registration Statement will not be reviewed or is no
longer subject to further review and comments, and

     

    (d) with
respect to a Registration Statement required to be filed under Section 2(d), the
earlier of: (i) the 90th day
following the Delivery Date; provided, that, if
the Commission reviews and has written comments to such filed Registration
Statement that would require the filing of a pre-effective amendment thereto
with the Commission, then the Effectiveness Date under this clause (d)(i) shall
be the 120th day
following the Delivery Date, and (ii) the fifth Trading Day following the date
on which the Company is notified by the Commission that the Registration
Statement will not be reviewed or is no longer subject to further review and
comments, and

     

    (e) with
respect to a Registration Statement required to be filed under Section 2(e), the
earlier of: (i) the 90th day
following the Delivery Date; provided, that, if
the Commission reviews and has written comments to such filed Registration
Statement that would require the filing of a pre-effective amendment thereto
with the Commission, then the Effectiveness Date under this clause (e)(i) shall
be the 120th day
following the Delivery Date, and (ii) the fifth Trading Day following the date
on which the Company is notified by the Commission that the Registration
Statement will not be reviewed or is no longer subject to further review and
comments.

     

    "Effectiveness Period" means,
as to any Registration Statement required to be filed pursuant to this
Agreement, the period commencing on the Effective Date of such Registration
Statement and ending on the earliest to occur of (a) the second anniversary of
such Effective Date, (b) such time as all of the Registrable Securities covered
by such Registration Statement have been publicly sold by the Holders of the
Registrable Securities included therein, or (iii) such time as all of the
Registrable Securities covered by such Registration Statement may be sold by the
Holders pursuant to Rule 144 as determined by the counsel to the Company
pursuant to a written opinion letter to such effect, addressed and acceptable to
the Company's transfer agent and the affected Holders.

     

    “Escrow Shares” shall have the
meaning set forth in Section 4.11 of the Purchase Agreement.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    “Filing Date”
means

     

    
      
         

      

      
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    (a) with
respect to the initial Registration Statement required to be filed under Section
2(a), the 60th day
following the Closing Date;

     

    (b) with
respect to any Registration Statements required to be filed under Section
2(b), each such Registration Statement shall be
filed by the earlier of (i) for the initial
Registration Statement required to be filed under Section 2(b), the
six-month anniversary of the Effective Date of the Registration Statement
required to be filed under Section 2(a) and for
all subsequent Registration Statements required to be filed  under
Section 2(b), the six-month anniversary of the Effective Date of the immediately
preceding Registration Statement required to be filed under Section 2(b), as
applicable, and (ii) the 5th Trading Day following the earliest day on which
any such Registration Statement may be filed in accordance with then current SEC
Guidance;

     

    (c) with
respect to a Registration Statement required to be filed under Section 2(c), the
30th day
following the date on which the Company becomes eligible to utilize Form S-3 to
register the resale of Common Stock;

     

    (d) with
respect to the Registration Statement required to be filed under Section 2(d),
the 45th day
following the Delivery Date (provided that if the Company is then eligible to
utilize Form S-3 to register the resale of Common Stock, the Filing Date under
this clause (d) shall be 30 days following the Delivery Date); and

     

    (e) with respect to the Registration
Statement required to be filed under Section 2(e), the 45th day
following the Delivery Date (provided that if the Company is then eligible to
utilize Form S-3 to register the resale of Common Stock, the Filing Date under
this clause (e) shall be 30 days following the Delivery Date).

     

    “Holder” or “Holders” means the holder or
holders, as the case may be, from time to time of Registrable
Securities.

     

    “Indemnified Party” has the
meaning set forth in Section 5(c).

     

    “Indemnifying Party” has the
meaning set forth in Section 5(c).

     

    “Losses” has the meaning set
forth in Section 5(a).

     

     “New York Courts” means the
state and federal courts sitting in the City of New York, Borough of
Manhattan.

     

    “Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened.

     

    “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities or the Dividend Shares covered by a Registration
Statement, and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.

     

    
      
         

      

      
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    “Registrable Securities”
means: (i) the Shares, (ii) the Escrow Shares and (iii) any shares of Common
Stock issuable upon the exercise of warrants issued to any placement agent (the
“Placement Agent Warrant
Shares”) as compensation in connection with the financing that is the
subject of the Purchase Agreement, (iv) any securities issued or issuable upon
any stock split, dividend or other distribution, recapitalization or similar
event, or any price adjustment as a result of such stock splits, reverse stock
splits or similar events with respect to any of the securities referenced in
(i), (ii) or (iii) above.

     

    “Registration Statement” means
the initial registration statement required to be filed in accordance with
Section 2(a) and any additional registration statement(s) required to be filed
under Section 2(b), Section 2(c), Section 2(d) and any registration statement
filed by the Company regarding the Dividend Shares, 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.  Registration Statement will also include any other
required or acceptable form and any successor form promulgated by the
Commission.

     

    “Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

    “Rule 415” means Rule 415
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

    “Rule 424” means Rule 424
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

    “SEC Guidance” means any
publicly-available written or oral guidance, comments, requirements or requests
of the Commission staff .

     

    “Securities Act” means the
Securities Act of 1933, as amended.

     

    “Series A Preferred” means the
Company’s Series A Convertible Preferred Stock, no par value per share, being
offered and sold to the Investors by the Company pursuant to the Purchase
Agreement.

     

    “Shares” means the number of
shares of Common Stock issuable upon exercise of the Series A Preferred and the
Warrants times 120%.

     

    “Warrants” means the warrants
substantially in the form of Exhibit E attached to
the Purchase Agreement.

     

    


    
      
         

      

      
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    2. Registration.

     

    (a) On or
prior to the applicable Filing Date, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of all the Registrable
Securities (other than in the case of the Registration Statement to be filed
under this Section 2(a), the Escrow Shares unless the applicable Delivery Date
for such shares shall have occurred) not already covered by an existing and
effective Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415, on Form S-1 (or on such other form appropriate for
such purpose).  Such Registration Statement shall contain (except if
otherwise required pursuant to written comments received from the Commission
upon a review of such Registration Statement, other than as to the
characterization of any Holder as an underwriter, which shall not occur without
such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A and the
disclosure attached hereto as  Annex
C.  The Company shall cause such Registration Statement to be
declared effective under the Securities Act as soon as possible but, in any
event, no later than its Effectiveness Date, and shall use its reasonable best
efforts to keep the Registration Statement continuously effective during the
entire Effectiveness Period.  In the event that the amount of
securities which may be included in the Registration Statement filed pursuant to
this Section 2(a) is limited due to Commission Comments, the inclusion of the
Shares in such initial Registration Statement shall take precedence over and
shall not be cut back until the following securities of the Company are cut back
and removed from such Registration Statement (in the following order): (i) all
other Registrable Securities and (ii) any securities of the Company to be
included in such Registration Statement pursuant to Section 6(b).  By
5:00 p.m. (New York City time) on the Business Day immediately following the
Effective Date of such Registration Statement, the Company shall file with the
Commission in accordance with Rule 424 under the Securities Act the final
prospectus to be used in connection with sales pursuant to such Registration
Statement (whether or not such filing is technically required under such
Rule).

     

    (b) If all of the Registrable Securities to be included in the
Registration Statement filed pursuant to Section 2(a) cannot be so included due
to Commission Comments, then the Company shall prepare and file by the applicable Filing Date for such Registration
Statement(s), such number of additional Registration Statements as may be necessary in order to ensure
that all Registrable Securities (other than
the Escrow Shares unless the Delivery Date  shall have occurred)
are covered by an existing and effective Registration Statement.  Accordingly, if for example, an initial
Registration Statement is filed under Section 2(b) to register Registable
Securities removed from a Registration Statement filed under Section 2(a) due to
Commission Comments and Commission Comments again require shares to be removed
for such newly filed Registration Statement under this Section 2(b), then the
Company will prepare and file additional Registration Statements until such time
as all such required shares are covered by effective Registration
Statements.  In the event that the amount of securities which
may be included in any such Registration Statement is limited due to Commission
Comments, the inclusion of the Shares  in such Registration Statement
shall take precedence over and shall not be cut back until the following
securities of the Company are cut back and removed from any such Registration
Statement (in the following order): (i) all other Registrable Securities (other
than the Escrow Shares) and (ii) any securities of the Company to be included in
such Registration Statement pursuant to Section 6(b).   Any Registration Statements to be filed under this
Section shall be for an offering to be made on a continuous basis
pursuant to Rule 415, on Form S-1(or on such other form appropriate for such
purpose).  Such Registration Statement shall contain (except if
otherwise required pursuant to written comments received from the Commission
upon a review of such Registration Statement, other than as to the
characterization of any Holder as an underwriter, which shall not occur without
such Holder’s consent) the "Plan of Distribution" attached hereto as Annex
A.  The Company shall cause such Registration Statement to be
declared effective under the Securities Act as soon as possible but, in any
event, by its Effectiveness Date, and shall use its reasonable best efforts to
keep such Registration Statement continuously effective under the Securities Act
during the entire Effectiveness Period.  By 5:00 p.m. (New York City
time) on the Business Day immediately following the Effective Date of such
Registration Statement, the Company shall file with the Commission in accordance
with Rule 424 under the Securities Act the final prospectus to be used in
connection with sales pursuant to such Registration Statement (whether or not
such filing is technically required under such Rule).

     

    
      
         

      

      
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    (c) Following
any date on which the Company becomes eligible to use a registration statement
on Form S-3 to register the Registrable Securities for resale, the Company shall
file a Registration Statement on Form S-3 covering all such Registrable
Securities (or a post-effective amendment on Form S-3 to the then effective
Registration Statement) and shall cause such Registration Statement to be filed
by the Filing Date for such Registration Statement and declared effective under
the Securities Act as soon as possible thereafter, but in any event prior to the
Effectiveness Date therefor.  Such Registration Statement shall
contain (except if otherwise required pursuant to written comments received from
the Commission upon a review of such Registration Statement, other than as to
the characterization of any Holder as an underwriter, which shall not occur
without such Holder’s consent) the “Plan of Distribution” attached hereto as
Annex A and the
disclosure attached hereto as  Annex
C.  The Company shall use its reasonable best efforts to keep
such Registration Statement continuously effective under the Securities Act
during the entire Effectiveness Period.  By 5:00 p.m. (New York City
time) on the Business Day immediately following the Effective Date of such
Registration Statement, the Company shall file with the Commission in accordance
with Rule 424 under the Securities Act the final prospectus to be used in
connection with sales pursuant to such Registration Statement (whether or not
such filing is technically required under such Rule).

     

    (d) On or
prior to the applicable Filing Date, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of the Escrow Shares on
Form S-1 or S-3 if the Company is then eligible to utilize such Form (or on such
other form appropriate for such purpose) and shall cause such Registration
Statement to be filed by the Filing Date for such Registration Statement and
declared effective under the Securities Act as soon as possible thereafter, but
in any event prior to the Effectiveness Date therefor.  Such
Registration Statement shall contain (except if otherwise required pursuant to
written comments received from the Commission upon a review of such Registration
Statement, other than as to the characterization of any Holder as an
underwriter, which shall not occur without such Holder’s consent) the “Plan of
Distribution” attached hereto as Annex A and the
disclosure attached hereto as  Annex
C.  The Company shall use its reasonable best efforts to keep
such Registration Statement continuously effective under the Securities Act
during the entire Effectiveness Period which is applicable to it.  By
5:00 p.m. (New York City time) on the Business Day immediately following the
Effective Date of such Registration Statement, the Company shall file with the
Commission in accordance with Rule 424 under the Securities Act the final
prospectus to be used in connection with sales pursuant to such Registration
Statement (whether or not such filing is technically required under such
Rule).

     

    
      
         

      

      
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    (e) If: (i) a
Registration Statement is not filed on or prior to its applicable Filing Date
covering the Registrable Securities required under this Agreement to be included
therein (if the Company files a Registration Statement without affording the
Holders the opportunity to review and comment on the same as required by Section
3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)),
or (ii) a Registration Statement is not declared effective by the Commission on
or prior to its required Effectiveness Date or if by the Business Day
immediately following the applicable Effective Date the Company shall not have
filed a “final” prospectus for the Registration Statement with the Commission
under Rule 424(b), in accordance with Section  2(a), (b), (c) or (d)
herein, as the case may be,  (whether or not such a prospectus is
technically required by such Rule), or (iii) after its applicable Effective
Date, without regard for the reason thereunder or efforts therefore, such
Registration Statement ceases for any reason to be effective and available to
the Holders as to all the Registrable Securities to which it is required to
cover at any time prior to the expiration of its Effectiveness Period for more
than an aggregate of 30 Trading Days (which need not be consecutive) (any such
failure or breach being referred to as an “Event,” and for purposes of
clauses (i) or (ii) the date on which such Event occurs, or for purposes of
clause (iii) the date which such 30 Trading Day-period is exceeded, being
referred to as “Event
Date”), then in addition to any other rights the Holders may have
hereunder or under applicable law: on each such Event Date and on each monthly
anniversary of each such Event Date (if the applicable Event shall not have been
cured by such date) and for each calendar month or portion thereof thereafter
from the Event Date until the applicable Event is cured, the Company shall pay
to each Holder an amount in cash, as partial liquidated damages and not as a
penalty, equal to 1.0% of the aggregate Original Purchase Price paid by such
Holder for Securities pursuant to the Purchase Agreement; provided, however, that the
total amount of partial liquidated damages payable by the Company pursuant to
all Events under this Section shall be capped at an aggregate of 10.0% of the
aggregate Original Purchase Price paid by the Investors under the Purchase
Agreement.  The partial liquidated damages pursuant to the terms
hereof shall apply on a daily pro-rata basis for any portion of a month prior to
the cure of an Event except in the case of the first Event Date.  In
no event will the Company be liable for liquidated damages under this Agreement
in excess of 1.0% of the aggregate Investment Amount of the Investors in any
30-day period.  The Company will not be liable for liquidated damages
under this Agreement with respect to the Placement Agent Warrant
Shares.  The Company shall not be liable for liquidated damages under
this Agreement as to any Registrable Securities which are not permitted by the
Commission to be included in a Registration Statement due solely to Commission
Comments from the time that it is determined that such Registrable Securities
are not permitted to be registered solely due to Commission Comments until such
time as the provisions of this Agreement as to the next applicable Registration
Statement required to be filed hereunder are triggered, in which case the
provisions of this Section 2(e) shall once again apply, if applicable.
Liquidated damages payable by the Company pursuant to this Section 2(e) shall be
payable on the first (1st) Business Day of each thirty (30) day period following
the Event Date.

     

    (f) Each
Holder agrees to furnish to the Company a completed
Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder
Questionnaire”).  The Company shall not be required to include
the Registrable Securities of a Holder in a Registration Statement and shall not
be required to pay any liquidated or other damages under Section 2(e) to any
Holder who fails to furnish to the Company a fully completed Selling Holder
Questionnaire at least five Trading Days prior to the Filing Date (subject to
the requirements set forth in Section 3(a)).

     

    
      
         

      

      
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    3. Registration
Procedures.

     

    In
connection with the Company's registration of Registrable Securities the Company
shall:

     

    (a) Not less
than five Trading Days  prior to the filing of a Registration
Statement or any related Prospectus or any amendment or supplement thereto, the
Company shall furnish to each Holder copies of the “Selling Stockholders”
section of such document, the “Plan of Distribution” and any risk factor
contained in such document that addresses specifically this transaction or the
Selling Stockholders, as proposed to be filed which documents will be subject to
the review of such Holder.  Each Holder shall have four Trading Days
to comment in writing.  The Company shall not file a Registration
Statement, any Prospectus or any amendments or supplements thereto in which the
“Selling Stockholder” section thereof differs from the disclosure received from
a Holder in its Selling Holder Questionnaire (as amended or
supplemented).  The Company shall not file a Registration Statement,
any Prospectus or any amendments or supplements thereto in which it (i)
characterizes any Holder as an underwriter, (ii) excludes a particular
Holder due to such Holder refusing to be named as an underwriter, or (iii)
reduces the number of Registrable Securities being registered on behalf of a
Holder except in accordance with Article 2 of this Agreement, without such
Holder’s express written authorization. This paragraph shall apply to any
registration of Dividend Shares (as defined in the Certificate of
Designation).

     

    (b) (i)  Prepare
and file with the Commission such amendments, including post-effective
amendments, to each Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for its Effectiveness
Period and prepare and file with the Commission such additional Registration
Statements in accordance with Section 2(b) in order to register for resale under
the Securities Act all of the required Registrable Securities; (ii) cause the
related Prospectus to be amended or supplemented by any required Prospectus
supplement, and as so supplemented or amended to be filed pursuant to Rule 424;
(iii) respond as promptly as reasonably possible to any comments received from
the Commission with respect to each Registration Statement or any amendment
thereto; (iv) as promptly as reasonably possible make available and provide
notice of their availability to the Holders true and complete copies of all
correspondence from and to the Commission relating to such Registration
Statement that would not result in the disclosure to the Holders of material and
non-public information concerning the Company; and (v) comply in all material
respects with the provisions of the Securities Act and the Exchange Act with
respect to the Registration Statements and the disposition of all the
Registrable Securities covered by each Registration Statement.

     

    
      
         

      

      
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    (c) Notify
the Holders as promptly as reasonably possible (and, in the case of (i)(A)
below, not less than three Trading Days prior to such filing and, in the case of
(v) below, not less than three Trading Days prior to the financial statements in
any Registration Statement becoming ineligible for inclusion therein) and (if
requested by any such Person) confirm such notice in writing no later than one
Trading Day following the day (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to a Registration Statement is proposed
to be filed; (B) when the Commission notifies the Company whether there will be
a “review” of such Registration Statement and whenever the Commission comments
in writing on such Registration Statement (the Company shall make available (and
provide notice of their availability) true and complete copies thereof and all
written responses thereto to each of the Holders that pertain to the Holders as
a Selling Stockholder or to the Plan of Distribution, but not information which
the Company believes would constitute material and non-public information); and
(C) with respect to each Registration Statement or any post-effective amendment,
when the same has become effective; (ii) of any request by the Commission or any
other Federal or state governmental authority for amendments or supplements to a
Registration Statement or Prospectus or for additional information; (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of a
Registration Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (v) of the occurrence of any event or passage of time that makes
the financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading.

     

    (d) Use its
reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.

     

    (e) Make
available (and provide notice of their availability) to each Holder, without
charge, at least one conformed copy of each Registration Statement and each
amendment thereto and all exhibits to the extent requested by such Person
(including those previously furnished) promptly after the filing of such
documents with the Commission.

     

    (f) Promptly
deliver to each Holder, without charge, as many copies of each Prospectus or
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto as such Persons may reasonably request.  The
Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto.

     

    (g) Prior to
any public offering of Registrable Securities, register or qualify the
Registrable Securities for offer and sale under the securities or Blue Sky laws
of each jurisdiction within the United States as any Holder may request, to keep
each such registration or qualification (or exemption therefrom) effective
during the Effectiveness Period and to do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Securities covered by the Registration Statements.

     

    
      
         

      

      
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    (h) Cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a transferee
pursuant to the Registration Statements, which certificates shall be free, to
the extent permitted by the Purchase Agreement, of all restrictive legends, and
to enable such Registrable Securities to be in such denominations and registered
in such names as any such Holders may request.

     

    (i) Upon the
occurrence of any event contemplated by Section 3(c)(v), as promptly as
reasonably possible, prepare a supplement or amendment, including a
post-effective amendment, to the affected Registration Statements or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading.

     

    4. Registration
Expenses.  All fees and expenses incident to the performance of
or compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration
Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with any Trading Market on which the Common Stock is then
listed for trading, and (B) in compliance with applicable state securities or
Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the printing of prospectuses is reasonably requested by the holders of a
majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement.  In addition, the Company shall be
responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    5. Indemnification.

     

    (a) Indemnification by the
Company.  The Company shall, notwithstanding any termination of
this Agreement, indemnify and hold harmless each Holder, the officers,
directors, agents, investment advisors, partners, members and employees of each
of them, each Person who controls any such Holder (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents and employees of each such controlling Person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable costs of
preparation and reasonable attorneys' fees) and expenses (collectively, “Losses”), as incurred, arising
out of or relating to any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that (1) such
untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such
Holder's proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto (it being understood that the Holder has
approved Annex
A hereto for this purpose) or (2) in the case of an occurrence of an
event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of
an outdated or defective Prospectus after the Company has notified such Holder
in writing that the Prospectus is outdated or defective and prior to the receipt
by such Holder of an Advice or an amended or supplemented Prospectus, but only
if and to the extent that following the receipt of the Advice or the amended or
supplemented Prospectus the misstatement or omission giving rise to such Loss
would have been corrected.  The Company shall notify the Holders
promptly of the institution, threat or assertion of any Proceeding of which the
Company is aware in connection with the transactions contemplated by this
Agreement.  The action or inaction of any Holder shall not impair the
indemnification rights of any other Holder hereunder.

    


    (b) Indemnification by
Holders.  Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and
employees, each Person who controls the Company (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents or employees of such controlling Persons, to the fullest extent
permitted by applicable law, from and against all Losses, as incurred, arising
solely out of or based solely upon: (x) such Holder's failure to comply with the
prospectus delivery requirements of the Securities Act or (y) any untrue
statement of a material fact contained in any Registration Statement, any
Prospectus, or any form of prospectus, or in any amendment or supplement
thereto, or arising solely out of or based solely upon any omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading to the extent, but only to the extent that, (1) such
untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such
Holder's proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement (it being understood that the Holder has approved
Annex A hereto
for this purpose), such Prospectus or such form of Prospectus or in any
amendment or supplement thereto or (2) in the case of an occurrence of an event
of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an
outdated or defective Prospectus after the Company has notified such Holder in
writing that the Prospectus is outdated or  defective and prior to the
receipt by such Holder of an Advice or an amended or supplemented Prospectus,
but only if and to the extent that following the receipt of the Advice or the
amended or supplemented Prospectus the misstatement or omission giving rise to
such Loss would have been corrected.  In no event shall the liability
of any selling Holder hereunder be greater in amount than the dollar amount of
the net proceeds received by such Holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
 

    (c)  Conduct of Indemnification
Proceedings.  If any Proceeding shall be brought or asserted
against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying
Party”) in writing, and the Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its
obligations or liabilities pursuant to this Agreement, except (and only) to the
extent that it shall be finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) that such
failure shall have proximately and materially adversely prejudiced the
Indemnifying Party.

    


    An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall have been advised by counsel that a conflict of interest is likely to
exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and such counsel shall be at the expense of
the Indemnifying Party).  The Indemnifying Party shall not be liable
for any settlement of any such Proceeding effected without its written consent,
which consent shall not be unreasonably withheld.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect
any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability on claims that are the subject matter
of such Proceeding.

     

    All fees
and expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend such
Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten Trading Days of written notice
thereof to the Indemnifying Party (regardless of whether it is ultimately
determined that an Indemnified Party is not entitled to indemnification
hereunder; provided, that the Indemnifying Party may require such Indemnified
Party to undertake to reimburse all such fees and expenses to the extent it is
finally judicially determined that such Indemnified Party is not entitled to
indemnification hereunder).

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (d)           Contribution.  If
a claim for indemnification under Section 5(a) or 5(b) is unavailable to an
Indemnified Party (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations.  The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission.  The amount paid or payable by a party
as a result of any Losses shall be deemed to include, subject to the limitations
set forth in Section 5(c), any reasonable attorneys' or other reasonable fees or
expenses incurred by such party in connection with any Proceeding to the extent
such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.

     

    The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding
paragraph.  Notwithstanding the provisions of this Section 5(d), no
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the proceeds actually received by such Holder from the
sale of the Registrable Securities subject to the Proceeding exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged
omission.

     

    The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties.

     

    6. Miscellaneous.

     

    (a) Remedies.  In
the event of a breach by the Company or by a Holder, of any of their respective
obligations under this Agreement, each Holder or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law and
under this Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement.  The Company
and each Holder agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.

    


    (b) No Piggyback on
Registrations.  Neither the Company nor any of its security
holders (other than the Holders in such capacity pursuant hereto) may include
securities of the Company in a Registration Statement other than the Registrable
Securities, and the Company shall not during the Effectiveness Period enter into
any agreement providing any such right to any of its security
holders.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    
 

    (c) Compliance.  Each
Holder severally and not jointly covenants and agrees that it will comply with
the prospectus delivery requirements of the Securities Act as applicable to it
in connection with sales of Registrable Securities pursuant to the Registration
Statement.

    


    (d) Discontinued
Disposition.  Each Holder severally and not jointly agrees by
its acquisition of Registrable Securities that, upon receipt of a notice from
the Company of the occurrence of any event of the kind described in Section
3(c), such Holder will forthwith discontinue disposition of such Registrable
Securities under the Registration Statement until such Holder's receipt of the
copies of the supplemented Prospectus and/or amended Registration Statement or
until it is advised in writing (the “Advice”) by the Company that
the use of the applicable Prospectus may be resumed, and, in either case, has
received copies of any additional or supplemental filings that are incorporated
or deemed to be incorporated by reference in such Prospectus or Registration
Statement.  The Company may provide appropriate stop orders to enforce
the provisions of this paragraph.

    


    (e) Piggy-Back
Registrations.  If at any time during the Effectiveness Period, there is
not an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen days after receipt of such notice, any such
Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities not
theretofore registered such Holder requests to be registered, subject to
customary underwriter cutbacks applicable to all holders of registration
rights.

    


    (f) Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this Section 6(f), may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the same shall be in writing and signed by the Company and the
Holders of no less than a majority in interest of the then outstanding
Registrable Securities.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of certain Holders and that does not directly
or indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities to which such waiver or consent
relates; provided, further
that no amendment or waiver to any provision of this Agreement relating to
naming any Holder or requiring the naming of any Holder as an underwriter may be
effected in any manner without such Holder’s prior written
consent.  Section 2(a) may not be amended or waived except by written
consent of each Holder affected by such amendment or waiver.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    
 

    (g) Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile (provided the sender receives a
machine-generated confirmation of successful transmission) at the facsimile
number specified in this Section prior to 6:30 p.m. (New York City time) on a
Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in this Section on a day that is not a Trading Day or later than 6:30
p.m. (New York City time) on any Trading Day, or (c) upon actual receipt by the
party to whom such notice is required to be given if sent by any means other
than facsimile transmission.  The address for such notices and
communications shall be as follows:

    


    
      	
               
      

            	 


    

    
      	
               
      

            	
              If
      to the Company:

            	
              Longwei
      Petroleum Investment Holding Limited

              No.
      30, Guanghua Street, Xiaojingyu Xiang,

              Wanbailin
      District,

              Taiyan
      City, Shanxi Province 

              People’s
      Republic of China 030024

            


    

     


    
      	
               
      

            	
              Attn:
      Chief Executive Officer

            


    

    
      	
               
      

            	
              Facsimile:
      617-977-8618

            


    

    


    
      	
               
      

            	
              With
      a copy to:

            	
              Sichenzia
      Ross Friedman Ference LLP

              61
      Broadway, 32nd Floor

              New
      York, NY 10006

            


    

     


    
      	
               
      

            	
              Facsimile:  212
      930-9725

            


    

    
      	
               
      

            	
              Attn.:  Darrin
      M Ocasio, Esq.

            


    

    


    
      	
               
      

            	
              If
      to an Investor:

            	
              To
      the address set forth under such Investor’s name on the signature pages
      hereof;

            


    

     

    
      	
               
      

            	
              With
      a copy to:

            	
              National
      Securities Corporation

              330
      Madison Avenue, 18th
      Floor

              New
      York, NY 10017

            


    

     

    
      	
               
      

            	
              Facsimile:  (212)
      380 2828

            


    

    
      	
               
      

            	
              Attn.:
      Jonathan C. Rich.

            


    

     

    or such
other address as may be designated in writing hereafter, in the same manner, by
such Person.

     

    (h) Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder.  The Company may not assign
its rights or obligations hereunder without the prior written consent of each
Holder.  Each Holder may assign its respective rights hereunder in the
manner and to the Persons as permitted under the Purchase Agreement

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    (i) Execution and
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same
Agreement.  In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

     

    (j) Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law
thereof.  Each party agrees that all Proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement (whether brought against a party hereto or its respective
Affiliates, employees or agents) will be commenced in the New York
Courts.  Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any Proceeding, any claim that it is not personally subject to the jurisdiction
of any New York Court, or that such Proceeding has been commenced in an improper
or inconvenient forum.  Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.  Each party
hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any Proceeding arising out of or
relating to this Agreement or the transactions contemplated
hereby.  If either party shall commence a Proceeding to enforce any
provisions of this Agreement, then the prevailing party in such Proceeding shall
be reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
Proceeding.

     

    (k) Cumulative
Remedies.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

     

    (l) Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their reasonable efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction.  It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.

     

    (m) Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    (n)  Independent Nature of
Investors' Obligations and Rights.  The obligations of each
Investor under this Agreement are several and not joint with the obligations of
each other Investor, and no Investor shall be responsible in any way for the
performance of the obligations of any other Investor under this
Agreement.  Nothing contained herein or in any Transaction Document,
and no action taken by any Investor pursuant thereto, shall be deemed to
constitute the Investors as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Investors are in any
way acting in concert or as a group with respect to such obligations or the
transactions contemplated by this Agreement or any other Transaction
Document.  Each Investor acknowledges that no other Investor will be
acting as agent of such Investor in enforcing its rights under this
Agreement.  Each Investor shall be entitled to independently protect
and enforce its rights, including without limitation the rights arising out of
this Agreement, and it shall not be necessary for any other Investor to be
joined as an additional party in any Proceeding for such purpose.  The
Company acknowledges that each of the Investors has been provided with the same
Registration Rights Agreement for the purpose of closing a transaction with
multiple Investors and not because it was required or requested to do so by any
Investor.

     

     

     

     

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        17

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

     

    
      	
               
      

            	
              LONGWEI
      PETROLEUM INVESTMENT HOLDING
LIMITED

            


    

    


    


    By:_________________________________

    Name:

    Title:

     

     

     

     

     

     

     

     

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        18

        
          

        

      

      
         

      

    

     

    IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

     

    NAME OF INVESTING ENTITY

    


    


    


    


    


    By:______________________________________           

    Name:

    Title:

    


    


    ADDRESS FOR NOTICE

    


    c/o:______________________________________                                                                       

    


    Street:____________________________________                                                                           

    


    City/State/Zip:______________________________                                                                           

    


    Attention:__________________________________                                                                           

    


    Tel:______________________________________           

    


    Fax:______________________________________           

    


    Email:_____________________________________                      

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    Annex
A

     

    Plan of
Distribution

     

    The
Selling Stockholders and any of their pledgees, donees, transferees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of Common Stock on any stock exchange, market or trading facility on
which the shares are traded or quoted or in private
transactions.  These sales may be at fixed or negotiated
prices.  The Selling Stockholders may use any one or more of the
following methods when selling shares:

     

    
      	
              ·  

            	
              ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits Investors;

            


    

     

    
      	
              ·  

            	
              block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

            


    

     

    
      	
              ·  

            	
              purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

            


    

     

    
      	
              ·  

            	
              an
      exchange distribution in accordance with the rules of the applicable
      exchange;

            


    

     

    
      	
              ·  

            	
              privately
      negotiated transactions;

            


    

     

    
      	
              ·  

            	
              to
      cover short sales made after the date that this Registration Statement is
      declared effective by the
Commission;

            


    

     

    
      	
              ·  

            	
              broker-dealers
      may agree with the Selling Stockholders to sell a specified number of such
      shares at a stipulated price per
share;

            


    

     

    
      	
              ·  

            	
              a
      combination of any such methods of sale;
and

            


    

     

    
      	
              ·  

            	
              any
      other method permitted pursuant to applicable
  law.

            


    

     

    The
Selling Stockholders may also sell shares under Rule 144 under the Securities
Act, if available, rather than under this prospectus.

     

    Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales.  Broker-dealers may receive commissions or
discounts from the Selling Stockholders (or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be
negotiated.  The Selling Stockholders do not expect these commissions
and discounts to exceed what is customary in the types of transactions
involved.

     

    The
Selling Stockholders may from time to time pledge or grant a security interest
in some or all of the shares of Common Stock owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties
may offer and sell shares of Common Stock from time to time under this
prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act of 1933 amending the list of
selling stockholders to include the pledgee, transferee or other successors in
interest as selling stockholders under this prospectus.

     

    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    

     

    Upon the
Company being notified in writing by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of Common
Stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such Selling Stockholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such the shares of Common Stock were sold, (iv) the
commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this prospectus, and (vi) other facts material to the transaction.  In
addition, upon the Company being notified in writing by a Selling Stockholder
that a donee or pledgee intends to sell more than 500 shares of Common Stock, a
supplement to this prospectus will be filed if then required in accordance with
applicable securities law.

     

    The
Selling Stockholders also may transfer the shares of Common Stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this
prospectus.

     

    The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales.  In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.  Discounts,
concessions, commissions and similar selling expenses, if any, that can be
attributed to the sale of the securities will be paid by the Selling Stockholder
and/or the purchasers.  Each Selling Stockholder has represented and
warranted to the Company that it acquired the securities subject to this
registration statement in the ordinary course of such Selling Stockholder’s
business and, at the time of its purchase of such securities such Selling
Stockholder had no agreements or understandings, directly or indirectly, with
any person to distribute any such securities.

     

    The
Company has advised each Selling Stockholder that it may not use shares
registered on this Registration Statement to cover short sales of Common Stock
made prior to the date on which this Registration Statement shall have been
declared effective by the Commission.  If a Selling Stockholder uses
this prospectus for any sale of the Common Stock, it will be subject to the
prospectus delivery requirements of the Securities Act.  The Selling
Stockholders will be responsible to comply with the applicable provisions of the
Securities Act and Exchange Act, and the rules and regulations thereunder
promulgated, including, without limitation, Regulation M, as applicable to such
Selling Stockholders in connection with resales of their respective shares under
this Registration Statement.

     

    The
Company is required to pay all fees and expenses incident to the registration of
the shares, but the Company will not receive any proceeds from the sale of the
Common Stock.  The Company has agreed to indemnify the Selling
Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.

     

    
      
         

      

      
        A-2

        
          

        

      

      
         

      

    

     

    Annex
B

     

    Longwei
Petroleum Investment Holding Limited

     

    Selling
Securityholder Notice and Questionnaire

     

    The
undersigned beneficial owner of common stock (the “Common Stock”), of Longwei
Petroleum Investment Holding Limited, a Colorado corporation (the “Company”) understands that
the Company has filed or intends to file with the Securities and Exchange
Commission (the “Commission”) a Registration
Statement for the registration and resale of the Registrable Securities, in
accordance with the terms of the Registration Rights Agreement, dated as of
October __, 2009 (the “Registration Rights
Agreement”), among the Company and the Investors named
therein.  A copy of the Registration Rights Agreement is available
from the Company upon request at the address set forth below.  All
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed thereto in the Registration Rights Agreement.

     

    The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    
      	
               
      

            	
              1.

            	
              Name.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Full
      Legal Name of Selling
Securityholder

            


    

     

    
      	 
      
	 
      


    

    


    
      	
               
      

            	
              (b)

            	
              Full
      Legal Name of Registered Holder (if not the same as (a) above) through
      which Registrable Securities Listed in Item 3 below are
    held:

            


    

     

    
      	 
      
	 
      


    

    


    
      	
               
      

            	
              (c)

            	
              Full
      Legal Name of Natural Control Person (which means a natural person who
      directly or indirectly alone or with others has power to vote or dispose
      of the securities covered by the
questionnaire):

            


    

     

    
      	 
      
	 
      


    

    


     

    2.  Address
for Notices to Selling Securityholder:

     

    
      	 
      
	 
      
	 
      


       

      
        
           

        

        
          B-1

          
            

          

        

        
           

        

      

       

      	
              Telephone:_____________________________________________________________________

            
	
              Fax:__________________________________________________________________________

            
	
              Contact
      Person:__________________________________________________________________

            


    

    


    
      	
               
      

            	
              3.  Beneficial
      Ownership of Registrable
Securities:

            


    

     

    
      	
               
      

            	
              Type
      and Principal Amount of Registrable Securities beneficially
      owned:

            


    

     

    
      	 
      
	 
      
	 
      
	 
      


    

    


     

    
      	
               
      

            	
              4.  Broker-Dealer
      Status:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Are
      you a broker-dealer?

            


    

     

    Yes    ̈                      No    ̈

     

    
      	
               
      

            	
              Note:

            	
              If
      yes, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Are
      you an affiliate of a
broker-dealer?

            


    

     

    Yes    ̈                      No    ̈

     

    
      	
               
      

            	
              (c)

            	
              If
      you are an affiliate of a broker-dealer, do you certify that you bought
      the Registrable Securities in the ordinary course of business, and at the
      time of the purchase of the Registrable Securities to be resold, you had
      no agreements or understandings, directly or indirectly, with any person
      to distribute the Registrable
Securities?

            


    

     

    Yes    ̈                      No    ̈

     

    
      	
               
      

            	
              Note:

            	
              If
      no, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

            


    

     

    
      	
               
      

            	
              5.  Beneficial
      Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

            


    

     

    Except
as set forth below in this Item 5, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the Registrable
Securities listed above in Item 3.

     

    
      	
               
      

            	
              Type
      and Amount of Other Securities beneficially owned by the Selling
      Securityholder:

            


    

     

    
      	 
      
	 
      
	 
      


    

     

     

    
      
         

      

      
        B-2

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              6.  Relationships
      with the Company:

            


    

     

    Except
as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any
other material relationship with the Company (or its predecessors or affiliates)
during the past three years.

     

    
      	
               
      

            	
              State
      any exceptions here:

            


    

     

    
      	 
      
	 
      
	 
      


    

    


     

    7.  The Company has
advised each Selling Stockholder that it may not use shares registered on the
Registration Statement to cover short sales of Common Stock made prior to the
date on which the Registration Statement is declared effective by the
Commission, in accordance with 1997 Securities and Exchange Commission Manual of
Publicly Available Telephone Interpretations Section A.65.  If a
Selling Stockholder uses the prospectus for any sale of the Common Stock, it
will be subject to the prospectus delivery requirements of the Securities
Act.  The Selling Stockholders will be responsible to comply with the
applicable provisions of the Securities Act and Exchange Act, and the rules and
regulations thereunder promulgated, including, without limitation, Regulation M,
as applicable to such Selling Stockholders in connection with resales of their
respective shares under the Registration Statement.

     

    The
undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof
and prior to the Effective Date for the Registration Statement.

     

    By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items 1 through 6 and the inclusion of such
information in the Registration Statement and the related
prospectus.  The undersigned understands that such information will be
relied upon by the Company in connection with the preparation or amendment of
the Registration Statement and the related prospectus.

     

    IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
and Questionnaire to be executed and delivered either in person or by its duly
authorized agent.

     

    Dated:_________________________________                                        Beneficial
Owner:________________________________________                                                                       

    


    By:______________________________________________                                                                 

    Name:

    Title:

     

    
      
         

      

      
        B-3

        
          

        

      

      
         

      

    

    


    PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    


    Mark
Cawley, Esq.,

    Guzov
Ofsink, LLC

    600
Madison Avenue, 14th
Floor

    New
York, NY 10022

    Fax:
(212) 688-7273

     

     

    
      
         

      

      
        B-4

        
          

        

      

      
         
Annex
C

    

    


    


    PRC
regulations relating to the establishment of offshore special purpose companies
by PRC residents, if applied to us, may subject the PRC resident shareholders of
us or our parent company to personal liability and limit our ability to acquire.
PRC companies or to inject capital into our PRC subsidiary, limit our PRC
subsidiary's ability to distribute profits to us or otherwise materially
adversely affect us.

    


    
      


       

      In
October 2005 SAFE issued a public notice, the Notice on Relevant Issues in the
Foreign Exchange Control over Financing and Return Investment Through Special
Purpose Companies by Residents Inside China, or the SAFE notice, which requires
PRC residents, including both legal persons and natural persons, to register
with the competent local SAFE branch before establishing or controlling any
company outside of China, referred to as an "offshore special purpose company,"
for the purpose of overseas equity financing involving onshore assets or equity
interests held by them.  In addition any PRC resident that is the
shareholder of an offshore special purpose company is required to amend its SAFE
registration with the local SAFE branch with respect to that offshore special
purpose company in connection with any increase or decrease of capital transfer
of shares, merger, division, equity investment or creation of any security
interest over any assets located in China. Moreover, if the offshore special
purpose company was established and owned the onshore assets or equity interests
before the implementation date of the SAFE notice, a retroactive SAFE
registration is required to have been completed before March 31, 2006. If any
PRC shareholder of any offshore special purpose company fails to make the
required SAFE registration and amendment, the PRC subsidiaries of that offshore
special purpose company may he prohibited from distributing their profits and
the proceeds from any reduction in capital, share transfer or liquidation to the
offshore special purpose company. Moreover, failure to comply with the SAFE
registration and amendment requirements described above could result in
liability under PRC laws for evasion of applicable foreign exchange
restrictions. After the SAFE notice, an implementation rule on the SAFE notice
was issued on May 29, 2007 which provides for implementation guidance and
supplements the procedures as provided in the SAFE notice.

    

    


    Due to
lack of official interpretation of SAFE notice and implementation rules, some of
the terms and provisions in the SAFE remain unclear and implementation by
central SAFE and local SAFE branches of the SAFE notice has been inconsistent
since its adoption.  Based on the advice of our PRC counsel, Global
Law Office, and after consultation with relevant SAFE officials, we believe the
PRC resident shareholders of our parent company, _____, were required to
complete their respective SAFE registrations pursuant to the SAFE
notice.  Moreover, because of uncertainty over how the SAFE notice and
its implementation rules will be interpreted and implemented, and how or whether
SAFE notice and implementation rules will apply it to us, we cannot predict how
it will affect our business operations or future strategies. For example our
present and prospective PRC subsidiaries’ ability to conduct foreign exchange
activities, such as the remittance of dividends and foreign currency-denominated
borrowings, may be subject to compliance with the SAFE notice by our or our
parent company's PRC resident beneficial holders. In addition, such PRC
residents may not always complete the necessary registration procedures required
by the SAFE notice.  We also have little control over either our
present or prospective direct or indirect shareholders or the outcome of such
registration procedures. A failure by our or our parent company's PRC resident
beneficial holders or future PRC resident shareholders to comply with the SAFE
notice, if SAFE requires it, could subject us to fines or legal sanctions,
restrict our overseas or cross-border investment activities, limit our
subsidiary's ability to make distributions or pay dividends or affect our
ownership structure, which could adversely affect our business and
prospects.

     

     

     

    C-1