Exhibit 10.2


 


FORM OF
REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of ______ __,
2015, between Kingold Jewelry, Inc., a company duly incorporated and existing under the laws of Delaware (the
“Company”), and Fidelidade – Companhia de Seguros, S.A., a company duly incorporated and
existing under the laws of Portugal (the “Holder”).


 


In connection with
the Convertible Note Purchase Agreement, dated as of April 2, 2015, entered into by the Company and the Holder (the “Purchase
Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to issue
and sell to the Holder a note of the Company (the “Note”), which will, among other things, be convertible
into shares of the Company's common stock, $0.001 par value per share (the “Common Stock”) to the
Holder (as converted, the “Conversion Shares”) in accordance with the terms of the Purchase Agreement
and the Note.


 


To induce the Holder
to consummate the transactions contemplated by the Purchase Agreement, the Company has agreed to provide certain registration rights
under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “1933 Act”), and applicable state securities laws.


 


The Company and the
Holder hereby agrees as follows:


 


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


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Person”
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.


 


“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
by the SEC pursuant to the 1933 Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities 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.


 


“Effectiveness
Deadline” means, (i) with respect to the Initial Registration Statement required to be filed hereunder, the earlier
of (A) the 90th calendar day after the date of the issuance of the Note (or the 180th calendar day after
such date in the event that such Registration Statement is subject to review by the SEC) and (B) the fifth Trading Day after the
date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not
be reviewed or will not be subject to further review, and (ii) with respect to any additional Registration Statements which may
be required pursuant to Section 2, the earlier of (A) the 90th calendar day following the date on which an additional
Registration Statement is required to be filed hereunder (or the 180th calendar day after the date hereof in the event
that such Registration Statement is subject to review by the SEC) and (B) the fifth Trading Day after the date the Company is notified
(orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject
to further review.


 






    	 



    	 



    

 


“Filing
Deadline” means, with respect to the Initial Registration Statement required hereunder, the 60th calendar
day following the date of the issuance of the Note and, with respect to any additional Registration Statements which may be required
pursuant to Section 2, the earliest practical date on which the Company is permitted to file such additional Registration Statement
related to the Registrable Securities (taking into account any Staff position with respect to date on which the Staff will permit
such additional Registration Statement to be filed with the SEC).


 


“Registrable
Securities” means, as of any date of determination, (a) all Conversion Shares then issuable upon conversion in full
of the Note (assuming on such date the Note is converted in full without regard to any conversion limitations therein), and (b)
any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event
with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities
for so long as (x) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the
SEC under the 1933 Act and such Registrable Securities have been disposed of in accordance with such effective Registration Statement,
or (y) such Registrable Securities are able to be sold without restriction pursuant to Rule 144 (including, without limitation,
volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).


 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2, including (in each
case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such
registration statement.


 


“Rule
144” means Rule 144 promulgated by the SEC pursuant to the 1933 Act, as such rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such rule.


 


“Rule
415” means Rule 415 promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as
such Rule.


 






    	 



    	 



    

 


“SEC”
means the United States Securities and Exchange Commission.


 


Section 2.               
Registration Statement Requirements.


 


(a)               
The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with
the SEC the Initial Registration Statement on Form S-3, or such other form reasonably acceptable to the Holder, covering the resale
by the Holder of all or such portion of the Registrable Securities (as determined on the date of such filing and the effective
date of such Registration Statement, as applicable) as permitted by the SEC (provided that the Company shall use reasonably diligent
efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. In no event shall
the Company include any securities other than Registrable Securities on any Registration Statement pursuant to this Section 2 without
the prior written consent of the Holder. The Company shall use its reasonable best efforts to have such Initial Registration Statement,
and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon
as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are
not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or
more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration
Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff
will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing
Deadline for such additional Registration Statement(s). By 9:30 a.m. New York time on the Business Day following the effective
date of each Registration Statement filed in accordance herewith, the Company shall file with the SEC in accordance with Rule 424
under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The
Company shall not be required to keep such Registration Statements filed in connection herewith effective (and the prospectus contained
therein available for use) after the earlier of (i) the date as of which the Holder may sell all of the Registrable Securities
required to be covered by such Registration Statement without restriction pursuant to Rule 144 (including, without limitation,
volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable)
or (ii) the date on which the Holder shall have sold all of the Registrable Securities either pursuant to a Registration Statement
or Rule 144 (such earlier date, the “Registration Rights Expiration Date”, and such period commencing
on the date hereof and ending on the Registration Rights Expiration Date, the “Registration Period”).


 


(b)              
If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant
to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such
Registration Statement to become effective and be used for resales by the Holder on a delayed or continuous basis under Rule 415
at then-prevailing market prices (and not fixed prices) (or as otherwise may be reasonably acceptable to the Holder), or if after
the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by
the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company
shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent,
not to be unreasonably withheld, of the Holder as to the specific Registrable Securities to be removed therefrom) until such time
as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding
anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence,
the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Holder on a
delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be reasonably
acceptable to the Holder), the Company shall not request acceleration of the effective date of such Registration Statement, the
Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to
Rule 477 under the 1933 Act. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall
file additional Registration Statements as permitted by the Staff or the SEC in accordance with this Section 2 until such time
as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus
contained therein is available for use by the Holder.


 






    	 



    	 



    

 


(c)               
In addition, in the event that the Staff or the SEC requires the Holder seeking to resell securities under a Registration
Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to
permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in
such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities
to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification
or until the Holder accepts such identification and the manner thereof. If notwithstanding any such reduction, the Staff or the
SEC still requires that the Holder be specifically identified as an “underwriter” in order to permit such Registration
Statement to be declared effect, the Holder may, at its option, elect to have no Registrable Securities of the Holder be included
in such Registration Statement; provided, that solely for purposes of Section 12 of the Note, such Registration Statement shall
be deemed to have been declared effective as of the date of such election by the Holder.


 


(d)              
If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration
statement pursuant to Rule 415 under the Securities Act, in respect of a registration pursuant to this Section 2 at any time (i)
would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment
of the board of directors of the Company both (A) would not be required to be made at such time but for the filing, effectiveness
or continued use of such registration statement and (B) would not be in the best interests of the Company or would have a material
adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition,
financing, reorganization, recapitalization or similar transaction, or (ii) if the Company reasonably believes that effecting such
registration would materially and adversely affect an offering of securities of the Company, the preparation of which is then contemplated,
then the Company may, upon giving prompt written notice of such action to the Holder, delay the filing or initial effectiveness
of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (A) more than two
times during any 12 month period, (B) for a period exceeding 30 days on any one occasion or (C) for a period exceeding 60 days
in any 12 month period. In the event the Company exercises its rights under the preceding sentence, the Holder agrees to suspend,
promptly upon its receipt of the notice referred to above, its use of any prospectus relating to such registration in connection
with any sale or offer to sell Registrable Securities. The Company shall promptly notify the Holder of the expiration of any period
during which it exercised its rights under this Section 2 (d). The Company agrees that, in the event it exercises its rights under
this Section 2(d), it shall, within 30 days (or 60 days, as applicable) following the Holder’s receipt of the notice of suspension,
update the suspended registration statement as may be necessary to permit the Holder to resume use thereof in connection with the
offer and sale of its Registrable Securities in accordance with applicable law. For the avoidance of doubt, this Section 2(d) does
not modify or affect the Filing Deadline or any of the Company’s obligations under Section 2(a).


 






    	 



    	 



    

 


Section 3.               
Registration Procedures. If and whenever the Company is required by the provisions of Section 2 to effect the registration
of any Registrable Securities under the 1933 Act, the Company will, as expeditiously as possible:


 


(a)               
subject to the timelines provided in this Agreement, prepare and file the Registration Statement with the SEC, with
respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become and remain
effective for the period of the distribution contemplated thereby (determined as herein provided), respond as promptly as commercially
practicable to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and file any
pre-effective amendments with respect to a Registration Statement as promptly as reasonable possible, and promptly provide to the
Holder copies of all filings and SEC letters of comment related to the Holder or the offering of the Registrable Securities (provided
that the Company shall excise any information contained therein which would constitute material non-public information regarding
the Company or any subsidiary) and notify the Holder (by telecopier or by e-mail addresses provided by the Holder) on or before
the second Business Day thereafter that the Company receives notice that (i) the SEC has no comments or no further comments on
the registration statement, and (ii) the registration statement has been declared effective;


 


(b)              
prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used
in connection therewith as may be necessary to keep such Registration Statement effective and prepare and file with the SEC such
additional Registration Statements as may be required hereunder and to keep each additional Registration Statement effective, in
each case, at all times during the Registration Period;


 


(c)               
furnish to the Holder such number of copies of the Registration Statement and the prospectus included therein (including
each preliminary prospectus) as the Holder reasonably may request in order to facilitate the public sale or their disposition of
the securities covered by such Registration Statement or make them electronically available;


 


(d)              
use its reasonable best efforts to register or qualify the Registrable Securities covered by such Registration Statement
at all times during the Registration Period under the securities or “Blue Sky” laws of such jurisdictions as the Holder
shall request in writing, provided, however, that the Company shall not for any such purpose be required to qualify to transact
business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to service of process in any such
jurisdiction;


 






    	 



    	 



    

 


(e)               
if applicable, list the Registrable Securities covered by such Registration Statement with the principal market or
exchange on which the Common Stock is then listed;


 


(f)               
promptly notify the Holder of the Company’s becoming aware that a prospectus relating thereto is required to
be delivered under the 1933 Act, of the happening of any event or passage of time of which the Company has knowledge as a result
of which the prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing or the financial statements included therein ineligible for inclusion or which becomes
subject to a SEC, state or other governmental order suspending the effectiveness of the Registration Statement covering any of
the Registrable Securities. The Holder hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus
during the period commencing at the time at which the Company gives the Holder notice of the suspension of the use of such prospectus
in accordance with this Section 3(f) and ending at the time the Company gives the Holder notice that the Holder may thereafter
effect sales pursuant to the prospectus, or until the Company delivers to the Holder or files with the SEC an amended or supplemented
prospectus.


 


(g)              
The Company shall cooperate with any broker-dealer through which the Holder proposes to resell its Registrable Securities
in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any the Holder,
and the Company shall pay the filing fee required by such filing within two (2) Business Days of request therefor.


 


Section 4.               
Provision of Documents. It shall be a condition precedent to the obligations of the Company to complete the registration
pursuant to this Agreement with respect to the Registrable Securities of the Holder that the Holder shall furnish to the Company
such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable
Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable
Securities and shall execute such documents in connection with such registration as the Company may reasonably request.


 


Section 5.               
Expenses. All expenses incurred by the Company in complying with Section 2, including, without limitation, all registration
and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the
Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “Blue
Sky” laws, fees of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with
any filing with FINRA pursuant to FINRA Rule 5110 that may be required to be made by any broker through which the Holder intends
to make sales of Registrable Securities, transfer taxes, and fees of transfer agents and registrars, are called “Registration
Expenses.” The Company will pay all Registration Expenses in connection with any Registration Statement described
in Section 2.


 






    	 



    	 



    

 


Section 6.               
Indemnification.


 


(a)               
In the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest
extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder, each of its directors,
officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if
any, who controls the Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934
Act, as amended (the “1934 Act”), and each of the directors, officers, shareholders, members, partners,
employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such
titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Holder Party”
and collectively, the “Holder Parties”), against any losses, obligations, claims, damages, liabilities,
contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’
fees, costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, lawsuit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether
pending or threatened, whether or not an Holder Party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other “Blue Sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue
Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained
in any prospectus (as amended or supplemented) or in any prospectus supplement or the omission or alleged omission to state therein
any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein
were made, not misleading (the matters in the foregoing clauses (i) and (ii) being, collectively, “Violations”).
Subject to Section 6(c), the Company shall reimburse the Holder Parties, promptly as such expenses are incurred and are due and
payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such
Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a):
(i) shall not apply to a Claim by an Holder Party arising out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company by the Holder Party for the Holder Party expressly for use in connection
with the preparation of such Registration Statement, prospectus or prospectus supplement or any such amendment thereof or supplement
thereto; (ii) shall not be available to the Holder to the extent such Claim is based on a failure of the Holder to deliver or to
cause to be delivered the prospectus (as amended or supplemented) made available by the Company (to the extent applicable), including,
without limitation, a corrected prospectus, if such prospectus (as amended or supplemented) or corrected prospectus was timely
made available by the Company pursuant to Section 3 and then only if, and to the extent that, following the receipt of the corrected
prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld
or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder
Party and shall survive the transfer of any of the Registrable Securities by the Holder pursuant to Section 8(f).


 






    	 



    	 



    

 


(b)              
In connection with any Registration Statement in which the Holder is participating, the Holder agrees to severally
and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a),
the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934 Act (each, an “Company Party”), against any
Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as
such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent,
that such Violation occurs in reliance upon and in conformity with written information relating to the Holder furnished to the
Company by the Holder expressly for use in connection with such Registration Statement; and, subject to Section 6(c) and the below
provisos in this Section 6(b), the Holder will reimburse a Company Party any legal or other expenses reasonably incurred by such
Company Party in connection with investigating or defending any such Claim; provided, however, the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior written consent of the Holder, which consent shall
not be unreasonably withheld or delayed, provided further that the Holder shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Holder as a result of the applicable sale of
Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Company Party and shall survive the transfer of any of the Registrable Securities
by the Holder pursuant to Section 8(f).


 


(c)               
Promptly after receipt by an Holder Party or Company Party (as the case may be) under this Section 6 of notice of
the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a
Claim, the Holder Party or Company Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying
party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying
party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party
and the Holder Party or the Company Party (as the case may be); provided, however, an Holder Party or Company Party
(as the case may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the
indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party
shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to the Holder Party
or Company Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation,
any impleaded parties) include both the Holder Party or Company Party (as the case may be) and the indemnifying party, and the
Holder Party or such Company Party (as the case may be) shall have been advised by counsel that a conflict of interest is likely
to exist if the same counsel were to represent the Holder Party or such Company Party and the indemnifying party (in which case,
if the Holder Party or such Company Party (as the case may be) notifies the indemnifying party in writing that it elects to employ
separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense
thereof on behalf of the indemnified party and such counsel shall be at the expense of the indemnifying party, provided further
that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of
more than one (1) separate legal counsel for all Holder Parties or Company Parties (as the case may be). The Company Party or Holder
Party (as the case may be) shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense
of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Company Party or Holder Party (as the case may be) which relates to such action or Claim. The indemnifying party shall keep
the Company Party or Holder Party (as the case may be) reasonably apprised at all times as to the status of the defense or any
settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or
proceeding effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Company Party or
Holder Party (as the case may be), consent to entry of any judgment or enter into any settlement or other compromise which does
not include as an unconditional term thereof the giving by the claimant or plaintiff to such Company Party or Holder Party (as
the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include
any admission as to fault on the part of the Company Party. For the avoidance of doubt, the immediately preceding sentence shall
apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Company Party or Holder Party (as the case may be) with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Holder Party or Company Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially
and adversely prejudiced in its ability to defend such action.


 






    	 



    	 



    

 


(d)              
No Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to indemnification from any Person involved
in such sale of Registrable Securities who is not guilty of fraudulent misrepresentation.


 


(e)               
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred; provided that
the Holder shall promptly reimburse the Company for all such payments to the extent a court of competent jurisdiction determines
that any Holder Party was not entitled to such payments.


 






    	 



    	 



    

 


(f)               
The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar
right of the Company Party or Holder Party against the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law.


 


Section 7.               
Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying
party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section
6 to the fullest extent permitted by law; provided, however: (i) no contribution shall be made under circumstances
where the maker would not have been liable for indemnification under the fault standards set forth in Section 6 of this Agreement,
(ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved
in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller
of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable
sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7,
the Holder shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds
actually received by the Holder from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount
of any damages that the Holder has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by
reason of such untrue or alleged untrue statement or omission or alleged omission.


 


Section 8.               
Miscellaneous.


 


(a)               
Remedies. In the event of a breach by the Company or by the Holder of any of their respective obligations
under this Agreement, the 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, shall be entitled to specific performance of its rights under this
Agreement. Each of the Company and the Holder agrees 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 not assert or shall waive the defense that a remedy at
law would be adequate.


 


(b)              
Compliance. The Holder covenants and agrees that it will comply with the prospectus delivery requirements
of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a
Registration Statement.


 


(c)               
Piggy-Back Registrations. If, at any time prior to the six month anniversary of the date of the issuance of
the Note, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine
to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others
under the 1933 Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 1933 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 the Company’s stock option or other employee benefit plans, then
the Company shall deliver to the Holder a written notice of such determination and, if within fifteen days after the date of the
delivery of such notice, the Holder shall so request in writing, the Company shall include in such registration statement all or
any part of such Registrable Securities the Holder requests to be registered; provided, however, that the Company shall not be
required to register any Registrable Securities pursuant to this Section 8(c) that are the subject of a then effective Registration
Statement.


 






    	 



    	 



    

 


(d)              
Amendments and Waivers. No provision of this Agreement may be (i) amended other than by a written instrument
signed by both parties hereto or (ii) waived other than in a written instrument signed by the party against whom enforcement of
such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party
in exercising such right or remedy, shall not operate as a waiver thereof.


 


(e)               
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be delivered as set forth in the Purchase Agreement.


 


(f)               
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. The Company may not assign (except by merger) its rights or obligations hereunder without
the prior written consent of the Holder. The Holder may assign its rights and obligations hereunder to a third party in connection
with the transfer of the Note or the Registrable Securities permitted under the Purchase Agreement, if the Holder agrees in writing
with such transferee or assignee (as the case may be) to assign all or any portion of such rights, and a copy of such agreement
is furnished to the Company within a reasonable time after such transfer or assignment (as the case may be) and the Company is,
within a reasonable time after such transfer or assignment (as the case may be), furnished with written notice of (a) the name
and address of such transferee or assignee (as the case may be), and (b) the securities with respect to which such registration
rights are being transferred or assigned (as the case may be). The term “Holder” in this Agreement shall also include
all such transferees and assignees. 


 


(g)              
Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when
taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event
that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


(h)              
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be determined in accordance with the provisions of the Purchase Agreement.


 






    	 



    	 



    

 


(i)                
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 best 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.


 


(j)                
Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement
and shall not be deemed to limit or affect any of the provisions hereof.


 


(Signature Pages Follow)


 




    	 



    	 



    

 


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


 


	 	
        KINGOLD JEWELRY, INC.

         

	 	 
	 	By: 	  
	 	 	Name:	  Zhihong Jia
	 	 	Title:	 Chairman and CEO


 


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


 


	 	
        Fidelidade
        – Companhia de Seguros, S.A.

         

         

	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title: