Exhibit
      10.2

    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of October 31, 2008, by and among Lihua International.
      Inc., a Delaware corporation (the “Company”)
      and
      each of the several purchasers signatory hereto (each such purchaser, a
“Purchaser”
and,
      collectively, the “Purchasers”).

    


    This
      Agreement is being entered into pursuant to the Securities Purchase Agreement,
      dated as of the date hereof, between the Company and each Purchaser (the
“Purchase
      Agreement”).

    


    The
      Company and each Purchaser hereby agrees as follows:

    


    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:

    


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

    


    “Broadband
      Warrants”
means
      the warrants to purchase up to 250,000 shares of Common Stock in the aggregate
      issued by the Company to Broadband Capital Management LLC, as placement agent,
      and/or its employees. 

    


    “Commission”
means
      the Securities and Exchange Commission. 

     

    “Common
      Stock”
means
      the Common Stock, $0.0001 par value per share, of the Company and any other
      Common Stock into which such stock may hereafter be changed. 

    


    “Conversion
      Shares”
means
      the shares of Common Stock issuable upon conversion of outstanding shares of
      Preferred Shares.

    


    “Demand
      Notice”
shall
      have the meaning set forth in Section 2A(a).

    


    “Effectiveness
      Date”
means,
      with respect to the Initial Registration Statement required to be filed
      hereunder, the 150th
      calendar
      day following the date hereof (or, in the event the Company receives a “full
      review” of its Initial Registration Statement by the Commission, the
      180th
      calendar
      day following the date hereof) and with respect to any additional Registration
      Statements which may be required pursuant to Section 3(c) or 2A, the
      60th
      calendar
      day following the date on which an additional Registration Statement is required
      to be filed hereunder; provided,
      however,
      that in
      the event the Company is notified by the Commission that one or more of the
      above Registration Statements will not be reviewed or is no longer subject
      to
      further review and comments, the Effectiveness Date as to such Registration
      Statement shall be the fifth Trading Day following the date on which the Company
      is so notified if such date precedes the dates otherwise required
      above.

    


    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2(a).

    


    “Event”
shall
      have the meaning set forth in Section 2(b).

    


    “Event
      Date”
shall
      have the meaning set forth in Section 2(b).



    
      
        
        

      

      
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    “Filing
      Date”
means,
      with respect to the Initial Registration Statement required hereunder, the
      45th
      calendar
      day following the date hereof and, with respect to any additional Registration
      Statements which may be required pursuant to Section 3(c), the earliest
      practical date on which the Company is permitted by SEC Guidance to file such
      additional Registration Statement related to the Registrable
      Securities.

    


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

    


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

    


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

    


    “Initial
      Registration Statement”
means
      the initial Registration Statement covering the Registrable Securities filed
      pursuant to Section 2(a) of this Agreement.

    


    “Initiating
      Purchasers”
shall
      have the meaning set forth in Section 2A(a).

    


    “Original
      Shareholders”
means
      Michael Rapp, Philip Wagenheim. Clifford Chapman, Penumbra Worldwide LTD.,
      Gerald Scott Klayman, Charles Allen, Ari Raskas, Jeff Appel and Corby
      Hocker.

     

    “Listing
      Penalty and Escrow Securities”
shall
      have the meaning set forth in Section 2A(a).

    


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

    


    “National
      Stock Exchange”
means,
      the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
      Market, the American Stock Exchange or the New York Stock Exchange.


    


    “Penumbra
      Warrants”
means
      the warrants to purchase 250,000shares of Common Stock issued by the Company
      to
      Penumbra Worldwide Ltd. and/or its employees. 

    


    "Person"
      means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

    


    “Plan
      of Distribution”
shall
      have the meaning set forth in Section 2(a). 

    


    “Preferred
      Shares”
means
      shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001
      per share, purchased by the Purchasers pursuant to the Purchase Agreement.
      

    


    "Proceeding"
      means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an informal 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 by the Commission pursuant to 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 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
      (a) all of the Conversion Shares, (b) all Warrant Shares, (c) any additional
      shares of Common Stock issuable in connection with any anti-dilution provisions
      in the Series A Certificate of Designation or the Warrants, (d) the shares
      of
      Common Stock underlying the Broadband Warrants; (e) the shares of Common Stock
      underlying the Penumbra Warrants; (f) the shares of Common Stock owned by the
      Original Shareholders; (g) any securities issued or issuable upon any stock
      split, dividend or other distribution, recapitalization or similar event with
      respect to the foregoing; and (h), in the event that a Demand Notice is
      delivered to the Company to register the Listing Penalty and Escrow Securities
      disbursed to the purchasers, such Listing Penalty and Escrow Securities shall
      be
      considered Registrable Securities. 

    


    “Registration
      Statement”
means
      any registration statement required to be filed hereunder pursuant to Section
      2(a) and any additional registration statements contemplated by Section 3(c),
      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
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended or interpreted from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      purpose and effect as such Rule.

    


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

    


    “SEC
      Guidance”
means
      (i) any publicly-available written or oral guidance, comments, requirements
      or
      requests of the Commission staff, including the SEC’s Manual of Publicly
      Available Telephone Interpretations D.29, and (ii) the Securities
      Act.

     

    “Trading
      Day”
means
      (a) a day on which the Common Stock is traded on a National Stock Exchange,
      or
      (b) if the Common Stock is not traded on a National Stock Exchange, a day on
      which the Common Stock is quoted in the over-the-counter market as reported
      by
      the National Quotation Bureau Incorporated (or any similar organization or
      agency succeeding its functions of reporting prices); provided,
      however
      , that
      in the event that the Common Stock is not listed or quoted as set forth in
      (a)
      or (b) hereof, then Trading Day shall mean any day except Saturday, Sunday
      and
      any day which shall be a legal holiday or a day on which banking institutions
      in
      the State of New York are authorized or required by law or other government
      action to close.



    
      
        
        

      

      
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    2.
       Shelf
      Registration

    


    (a)  On
      or
      prior to each Filing Date, the Company shall prepare and file with the
      Commission a Registration Statement covering the resale of all of the
      Registrable Securities that are not then registered on an effective Registration
      Statement for an offering to be made on a continuous basis. Each Registration
      Statement filed hereunder shall be on Form S-3 (except if the Company is not
      then eligible to register for resale the Registrable Securities on Form S-3,
      in
      which case such registration shall be on another appropriate form in accordance
      herewith) and shall contain (unless otherwise directed by at least an 85%
      majority in interest of the Holders) substantially the “Plan
      of Distribution”
      attached hereto as Annex
      A.
      In the
      event that the Commission does not permit the Company to register in any
      Registration Statement all of the Registrable Securities pursuant to Rule 415,
      the Company shall amend such Registration Statement to register such maximum
      portion as permitted by SEC Guidance (provided that the Company shall use
      diligent efforts to advocate with the Commission for the registration of all
      of
      the Registrable Securities in accordance with the SEC Guidance, including
      without limitation, the Manual of Publicly Available Telephone Interpretations
      D.29) that are not then registered on an effective Registration Statement.
      Subject to the terms of this Agreement, the Company shall use its best efforts
      to cause a Registration Statement to be declared effective under the Securities
      Act as promptly as possible after the filing thereof, but in any event prior
      to
      the applicable Effectiveness Date, and shall use its best efforts to keep such
      Registration Statement continuously effective under the Securities Act until
      all
      Registrable Securities covered by such Registration Statement have been sold,
      or
      may be sold without volume or manner-of-sale restrictions pursuant to Rule
      144
      and, without the requirement for the Company to be in compliance with the
      current public information requirement under Rule 144, as determined by the
      counsel to the Company pursuant to a written opinion letter to such effect,
      addressed and acceptable to the Transfer Agent and the affected Holders (the
      “Effectiveness
      Period”).
      The
      Company shall submit a request for acceleration of effectiveness of a
      Registration Statement as of 5:00 p.m. New York City time on or before the
      fifth
      Trading Day following the Commission’s notice to the Company that the Commission
      will not be reviewing the Registration Statement. The Company shall immediately
      notify the Holders by e-mail of the effectiveness of a Registration Statement
      on
      the same Trading Day that the Company telephonically confirms effectiveness
      with
      the Commission. The Company shall, by 9:30 a.m. New York City time on the
      Trading Day after the effective date of such Registration Statement, file a
      final Prospectus with the Commission as required by Rule 424. Failure to so
      notify the Holders within one (1) Trading Day of such notification of
      effectiveness or failure to file a final Prospectus as foresaid shall be deemed
      an Event under Section 2(b). Notwithstanding any other provision of this
      Agreement and subject to the payment of liquidated damages pursuant to Section
      2(b)(iii), if any SEC Guidance sets forth a limitation on the number of
      Registrable Securities permitted to be registered on a particular Registration
      Statement (and notwithstanding that the Company used diligent efforts to
      advocate with the Commission for the registration of all or a greater portion
      of
      Registrable Securities), unless otherwise directed in writing by a Holder as
      to
      its Registrable Securities, the number of Registrable Securities to be
      registered on such Registration Statement will be reduced in the following
      order
      (1) by the total number of shares underlying the Broadband Warrants and the
      Penumbra Warrants, on a pro-rata basis, (2) by the shares of Common Stock owned
      by the Original Shareholders, on a pro-rata basis, and (3) pro-rata among all
      other Holders, and unless otherwise directed in writing by a Holder as to its
      Registrable Securities, the number of Registrable Securities to be registered
      on
      such Registration Statement will first be reduced by Registrable Securities
      represented by the Warrant Shares (applied, in the case that some Warrant Shares
      may already be registered, to the Holders on a pro rata basis based on the
      total
      number of unregistered Warrant Shares held by such Holders), and second by
      Registrable Securities represented by the Conversion Shares (applied, in the
      case that some Conversion Shares may already be registered, to the Holders
      on a
      pro rata basis based on the total number of unregistered Shares held by such
      Holders).


    
      
        
        

      

      
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    (b)  If:
      (i)
      the Initial Registration Statement is not filed on or prior to its Filing Date
      (or if the Company files the Initial Registration Statement without affording
      the Holders the opportunity to review and comment on the same as required by
      Section 3(a) herein, the Company shall be deemed to have not satisfied this
      clause (i)), or (ii) the Company fails to file with the Commission a request
      for
      acceleration of a Registration Statement in accordance with Rule 461 promulgated
      by the Commission pursuant to the Securities Act, within five Trading Days
      of
      the date that the Company is notified (orally or in writing, whichever is
      earlier) by the Commission that such Registration Statement will not be
“reviewed” or will not be subject to further review, or (iii) prior to the
      Effectiveness Date of a Registration Statement, the Company fails to file a
      pre-effective amendment and otherwise respond in writing to comments made by
      the
      Commission in respect of such Registration Statement within 15 calendar days
      after the receipt of comments by or notice from the Commission that such
      amendment is required in order for such Registration Statement to be declared
      effective, or (iv) the Registration Statement registering for resale all of
      the
      Registrable Securities is not declared effective by the Commission by the
      Effectiveness Date of the Initial Registration Statement, or (v) after the
      effective date of a Registration Statement, such Registration Statement ceases
      for any reason to remain continuously effective as to all Registrable Securities
      included in such Registration Statement, or the Holders are otherwise not
      permitted to utilize the Prospectus therein to resell such Registrable
      Securities (subject to the periods set forth in Section 3(k)), for more than
      15
      consecutive calendar days or more than an aggregate of 20 calendar days (which
      need not be consecutive calendar days) during any 12-month period, or (vi)
      the
      Company shall fail for any reason to satisfy the current public information
      requirement under Rule 144 as to the applicable Registrable Securities, or
      (vii)
      if, after twelve months from the date hereof or such earlier time that the
      Company’s Common Stock is quoted or listed and trading on a National Stock
      Exchange, the Common Stock fails to be quoted or is delisted from a National
      Stock Exchange for any reason for more than three (3) Trading Days in the
      aggregate (any such failure or breach being referred to as an “Event”,
      and
      for purposes of clauses (i), (iv), (vi) and (vii), the date on which such Event
      occurs, and for purpose of clause (ii) the date on which such fifth Trading
      Day
      is exceeded, and for the purpose of clause (iii) the date which such 15 calendar
      day period is exceeded, and for purpose of clause (v) the date on which such
      15
      or 20 calendar day period, as applicable, 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)
      until the applicable Event is cured, the Company shall pay to each Holder;
      provided that such Holder (or any successor or assign) is still a beneficial
      owner of the Preferred Shares, Conversion Shares, Warrants, or Warrant Shares,
      an amount in cash, as partial liquidated damages and not as a penalty, equal
      to
      1.0% of the aggregate purchase price paid by such Holder pursuant to the
      Purchase Agreement for any unregistered Registrable Securities then held by
      such
      Holder. Liquidated damages payable by the Company pursuant to this Section
      2
      shall be payable on an Event Date and the first (1st)
      Trading
      Day of each thirty (30) day period following an Event Date, provided,
      however,
      that
      such liquidated damages shall not exceed 10% of the aggregate purchase price
      paid by the Holders. The parties agree that the Company shall not be liable
      for
      liquidated damages under this Agreement with respect to any Registrable
      Securities that the Company was not permitted to include on such Registration
      Statement due solely to the Commission’s application of Rule 415. If the Company
      fails to pay any partial liquidated damages pursuant to this Section in full
      within seven days after the date payable, the Company will pay interest thereon
      at a rate of 18% per annum (or such lesser maximum amount that is permitted
      to
      be paid by applicable law) to the Holder, accruing daily from the date such
      partial liquidated damages are due until such amounts, plus all such interest
      thereon, are paid in full. 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.

     

    
      
        
          
          

        

        
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    2A.
      Demand
      Registrations.

    


    (a)
      At
      any time following the date on which all Registrable Securities have been
      registered for resale pursuant to Section 2 hereof, a Purchaser or Purchasers
      owning, in the aggregate, at least a 50% majority in interest (the “Initiating
      Purchasers”)
      of the
      Listing Penalty Shares (as defined in the Securities Purchase Agreement) or
      the
      Escrow Shares (as defined in the Securities Escrow Agreement) (collectively,
      the
“Listing
      Penalty and Escrow Securities”)
      may
      request that the Company file a Registration Statement providing for the resale
      of all Listing Penalty and Escrow Securities then held by the Initiating
      Purchasers by giving written notice to the Company (the “Demand
      Notice”).
      The
      Demand Notice shall describe the number of Listing Penalty and Escrow Securities
      intended to be disposed of and the intended method of disposition. The Company
      shall then prepare and file with the Commission a “resale” Registration
      Statement providing for the resale of all Listing Penalty and Escrow Securities
      included in the Demand Notice for an offering to be made on a continuous basis
      pursuant to Rule 415. Each such Registration Statement shall cover to the extent
      allowable under the Securities Act and the rules promulgated thereunder
      (including Rules 415 and 416), such indeterminate number of additional shares
      of
      Common Stock resulting from stock splits, stock dividends or similar
      transactions with respect to the Listing Penalty and Escrow Securities. The
      Company shall (i) not permit any securities other than the Listing Penalty
      and
      Escrow Securities and any other unregistered Registrable Securities to be
      included in any such Registration Statement, provided that such securities
      shall
      be registered in accordance with the cutback provisions in Section 2(a) above;
      and (ii) use its reasonable best efforts to cause any such Registration
      Statement to be declared effective under the Securities Act as promptly as
      possible after the filing thereof, but in any event prior to the applicable
      Effectiveness Date, and to keep any such Registration Statement continuously
      effective under the Securities Act until such date as is the earlier of: (x)
      the
      date when all Registrable Securities covered by such Registration Statement
      have
      been sold; or (y) the date on which the Listing Penalty and Escrow Securities
      may be sold without any restriction pursuant to Rule 144 as determined by the
      counsel to the Company pursuant to a written opinion letter, addressed to the
      Company’s transfer agent to such effect. 

     

    (b)
      In
      the event that the Company is unable to register for resale under Rule 415
      of
      Regulation C under the Securities Act all of the Listing Penalty and Escrow
      Securities on any of the Registration Statements that it has agreed to file
      pursuant to the first sentence of Section 2A(a) due to limits imposed by the
      Commission’s interpretation of Rule 415 of Regulation C under the Securities
      Act, the Company will file a Registration Statement under the Securities Act
      with the Commission covering the resale by the Purchasers of such lesser amount
      of the Listing Penalty and Escrow Securities as the Company is able to register
      pursuant to the Commission’s interpretation of Rule 415 of Regulation C under
      the Securities Act and use its reasonable best efforts to have such Registration
      Statement become effective as promptly as possible, and, when permitted to
      do so
      by the Commission, to file subsequent registration statement(s) under the
      Securities Act with the Commission covering the resale of any Listing Penalty
      and Escrow Securities that were omitted from its prior Registration Statements
      filed with the Commission pursuant to this Section 2A(b) and use its reasonable
      best efforts to have such registration declared effective as promptly as
      possible. In furtherance of the Company’s obligations set forth in the preceding
      sentence, the parties hereby agree that in the event that any Purchaser shall
      deliver to the Company a written notice at any time after the later of: (x)
      the
      date which is six months after the effectiveness date of the most recent
      registration statement filed pursuant to Section 2A hereof; or (y) the date
      on
      which all Listing Penalty and Escrow Securities registered on all of the prior
      Registration Statements filed pursuant to Section 2A hereof are sold, that
      the
      Company shall file, within 30 days following the date receipt of such written
      notice, an additional Registration Statement registering any Listing Penalty
      and
      Escrow Securities that were the subject of the applicable Demand Notice that
      were omitted from such Registration Statement.


    
      
        
        

      

      
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    3.
       Registration
      Procedures.

    


    In
      connection with the Company’s registration obligations hereunder, the Company
      shall:

    


    (a)  Not
      less
      than three (3) Trading Days prior to the filing of each Registration Statement
      and not less than one (1) Trading Day prior to the filing of any related
      Prospectus or any amendment or supplement thereto (including any document that
      would be incorporated or deemed to be incorporated therein by reference), the
      Company shall (i) furnish to each Holder copies of all such documents proposed
      to be filed, which documents (other than those incorporated or deemed to be
      incorporated by reference) will be subject to the review of such Holders, and
      (ii) cause its officers and directors, counsel and independent registered public
      accountants to respond to such inquiries as shall be necessary, in the
      reasonable opinion of respective counsel to each Holder, to conduct a reasonable
      investigation within the meaning of the Securities Act. The Company shall not
      file a Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities shall reasonably object in good faith, provided that, the Company
      is
      notified of such objection in writing no later than three (3) Trading Days
      after
      the Holders have been so furnished copies of a Registration Statement or one
      (1)
      Trading Day after the Holders have been so furnished copies of any related
      Prospectus or amendments or supplements thereto. 

     

    (b)  (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to a Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep a Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities, (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement (subject to the terms of
      this
      Agreement), 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 a Registration Statement or any amendment
      thereto and provide as promptly as reasonably possible to the Holders true
      and
      complete copies of all correspondence from and to the Commission relating to
      a
      Registration Statement (provided that, the Company may excise any information
      contained therein which would constitute material non-public information as
      to
      any Holder which has not executed a confidentiality agreement with the Company),
      and (iv) comply in all material respects with the provisions of the Securities
      Act and the Exchange Act with respect to the disposition of all Registrable
      Securities covered by a Registration Statement during the applicable period
      in
      accordance (subject to the terms of this Agreement) with the intended methods
      of
      disposition by the Holders thereof set forth in such Registration Statement
      as
      so amended or in such Prospectus as so supplemented.

    


    (c)  If
      the
      number of Registrable Securities at any time exceeds 100% of the number of
      shares of Common Stock then registered in a Registration Statement, then the
      Company shall file as soon as reasonably practicable, but in any case prior
      to
      the applicable Filing Date, an additional Registration Statement covering the
      resale by the Holders of not less than the number of such Registrable Securities
      which are not then registered. If at any time prior to the filing of an
      additional Registration Statement a Demand Notice is delivered to the Company
      to
      file the Listing Penalty and Escrow Securities, then such additional
      Registration Statement shall also include the Listing Penalty and Escrow
      Securities.

     

    
      
        
        

      

      
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    (d)  Notify
      the Holders of Registrable Securities to be sold (which notice shall, pursuant
      to clauses (iii) through (vi) hereof, be accompanied by an instruction to
      suspend the use of the Prospectus until the requisite changes have been made)
      as
      promptly as reasonably possible (and, in the case of (i)(A) below, not less
      than
      one Trading Day prior to such filing) 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, and (C) with respect to a 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 or any other
      federal or state governmental authority 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, (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 a 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 a Registration Statement, Prospectus or other
      documents so that, in the case of a 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 and (vi) of the occurrence or existence of any pending
      corporate development with respect to the Company that the Company believes
      may
      be material and that, in the determination of the Company, makes it not in
      the
      best interest of the Company to allow continued availability of a Registration
      Statement or Prospectus, provided that, any and all of such information shall
      remain confidential to each Holder until such information otherwise becomes
      public, unless disclosure by a Holder is required by law; provided,
      further,
      that
      notwithstanding each Holder’s agreement to keep such information confidential,
      each such Holder makes no acknowledgement that any such information is material,
      non-public information.

     

    (e)  Use
      its
      best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
      of
      (i) any order stopping or 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.

     

    (f)  Furnish
      to each Holder, without charge, at least one conformed copy of each such
      Registration Statement and each amendment thereto, including financial
      statements and schedules, all documents incorporated or deemed to be
      incorporated therein by reference to the extent requested by such Person, and
      all exhibits to the extent requested by such Person (including those previously
      furnished or incorporated by reference) promptly after the filing of such
      documents with the Commission; provided,
      that
      any such item which is available on the EDGAR system need not be furnished
      in
      physical form.

     

    (g)  Subject
      to the terms of this Agreement, 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, except
      after
      the giving of any notice pursuant to Section 3(d).

     

    (h)  
      The
      Company shall cooperate with any broker-dealer through which a Holder proposes
      to resell its Registrable Securities in effecting a filing with the FINRA
      Corporate Financing Department pursuant to NASD Rule 2710, as requested by
      any
      such Holder, and the Company shall pay the filing fee required by such filing
      within two (2) Trading Days of request therefor.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (i)  Prior
      to
      any resale of Registrable Securities by a Holder, the Company shall use its
      commercially reasonable efforts to register or qualify or cooperate with the
      selling Holders in connection with the registration or qualification (or
      exemption from the registration or qualification) of such Registrable Securities
      for the resale by the Holder under the securities or Blue Sky laws of such
      jurisdictions within the United States as any Holder reasonably requests in
      writing, to keep each registration or qualification (or exemption therefrom)
      effective during the Effectiveness Period and to do any and all other acts
      or
      things reasonably necessary to enable the disposition in such jurisdictions
      of
      the Registrable Securities covered by each Registration Statement; provided,
      that, the Company shall not be required to qualify generally to do business
      in
      any jurisdiction where it is not then so qualified, subject the Company to
      any
      material tax in any such jurisdiction where it is not then so subject or file
      a
      general consent to service of process in any such jurisdiction.

    


    (j)  If
      requested by a Holder, cooperate with such Holders to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to a Registration Statement, which
      certificates shall be free of all restrictive legends, and to enable such
      Registrable Securities to be in such denominations and registered in such names
      as any such Holder may request.

     

    (k)  Upon
      the
      occurrence of any event contemplated by Section 3(d), as promptly as reasonably
      possible under the circumstances taking into account the Company’s good faith
      assessment of any adverse consequences to the Company and its stockholders
      of
      the premature disclosure of such event, prepare a supplement or amendment,
      including a post-effective amendment, to a Registration Statement 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, neither a Registration Statement nor such
      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. If the Company notifies the Holders in accordance with
      clauses (iii) through (vi) of Section 3(d) above to suspend the use of any
      Prospectus until the requisite changes to such Prospectus have been made, then
      the Holders shall suspend use of such Prospectus. The Company will use its
      best
      efforts to ensure that the use of the Prospectus may be resumed as promptly
      as
      is practicable. The Company shall be entitled to exercise its right under this
      Section 3(k) to suspend the availability of a Registration Statement and
      Prospectus, for a period not to exceed 30 calendar days (which need not be
      consecutive days) in any 12 month period.

     

    (l)  Comply
      with all applicable rules and regulations of the Commission.

     

    (m)  The
      Company may require each selling Holder to furnish to the Company a certified
      statement as to the number of shares of Common Stock beneficially owned by
      such
      Holder and, if required by the Commission, the natural persons thereof that
      have
      voting and dispositive control over the shares. In the event of the failure
      by
      such Holder to comply with the Company’s request within fifteen (15) days from
      the date of such request, the Company shall be permitted to exclude such Holder
      from a Registration Statement, without being subject to the payment of
      liquidated damages to such Holder. At such time that such Holder complies with
      the Company’s request the Company shall use its best efforts to include such
      Holder on the Registration Statement.

    


    (n)  Use
      its
      best efforts to cause all Registrable Securities relating to the Registration
      Statement to continue to be listed or quoted on a National Exchange or to be
      listed or quoted on any other national securities exchange, quotation system
      or
      market, if any, on which similar securities issued by the Company are then
      listed or traded.

    


    (o)  Within
      two (2) Trading Days after a Registration Statement which covers the Registrable
      Securities is ordered effective by the Commission, the Company shall deliver,
      and shall cause legal counsel for the Company to deliver, to the transfer agent
      for such Registrable Securities (with copies to the Holders whose Registrable
      Securities are included in such Registration Statement) confirmation that such
      Registration Statement has been declared effective by the Commission in the
      form
      attached hereto as Exhibit
      B.



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    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 of the Company’s counsel and independent registered public
      accountants) (A) with respect to filings made with the Commission, (B) with
      respect to filings required to be made with any National Stock Exchange on
      which
      the Common Stock is then listed for trading, (C) in compliance with applicable
      state securities or Blue Sky laws reasonably agreed to by the Company in writing
      (including, without limitation, fees and disbursements of counsel for the
      Company in connection with Blue Sky qualifications or exemptions of the
      Registrable Securities) and (D) with respect to any filing that may be required
      to be made by any broker through which a Holder intends to make sales of
      Registrable Securities with the FINRA pursuant to NASD Rule 2710, so long as
      the
      broker is receiving no more than a customary brokerage commission in connection
      with such sale, (ii) printing expenses (including, without limitation, expenses
      of printing certificates for Registrable Securities), (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. In no event shall the Company be
      responsible for any broker or similar commissions of any Holder or, except
      to
      the extent provided for in the Transaction Documents, any legal fees or other
      costs of the Holders.

     

    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, members, partners, agents,
      brokers (including brokers who offer and sell Registrable Securities as
      principal as a result of a pledge or any failure to perform under a margin
      call
      of Common Stock), investment advisors and employees (and any other Persons
      with
      a functionally equivalent role of a Person holding such titles, notwithstanding
      a lack of such title or any other title) 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, members,
      stockholders, partners, agents and employees (and any other Persons with a
      functionally equivalent role of a Person holding such titles, notwithstanding
      a
      lack of such title or any other title) 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
      attorneys’ fees) and expenses (collectively, “Losses”),
      as
      incurred, arising out of or relating to (1) any untrue or alleged untrue
      statement of a material fact contained in a 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
      supplement thereto, in light of the circumstances under which they were made)
      not misleading or (2) any violation or alleged violation by the Company of
      the
      Securities Act, the Exchange Act or any state securities law, or any rule or
      regulation thereunder, in connection with the performance of its obligations
      under this Agreement, except to the extent, but only to the extent, that (i)
      such untrue statements or omissions are based solely upon information regarding
      a Holder furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to a 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 a
      Registration Statement, such Prospectus or in any amendment or supplement
      thereto (it being understood that the Holder has approved Annex A hereto for
      this purpose) or (ii) the Holder used an outdated or defective Prospectus which
      the Company had previously notified such Holder was outdated or defective
      pursuant to Sections 3(d)(iii)-(vi) and for which the Company had not yet
      provided the Advice contemplated in Section 6(d). The Company shall notify
      the
      Holders promptly of the institution, threat or assertion of any Proceeding
      arising from or in connection with the transactions contemplated by this
      Agreement of which the Company is aware.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (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, to the extent arising 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 or alleged untrue statement
      of a material fact contained in any Registration Statement, any 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
      not misleading (i) to the extent, but only to the extent, that such untrue
      statement or omission is contained in any information so furnished in writing
      by
      such Holder to the Company specifically for inclusion in such Registration
      Statement or such Prospectus or (ii) to the extent that such information relates
      to 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 a Registration Statement (it being understood that the Holder has approved
      Annex A hereto for this purpose), such Prospectus or in any amendment or
      supplement thereto or (iii) in the case of an occurrence of an event of the
      type
      specified in Section 3(d)(iii)-(vi), 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 the Advice contemplated in Section 6(d). 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.

     

    (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 have the right to 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 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 counsel to the Indemnified Party shall
      reasonably believe that a material 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 the reasonable fees and expenses of no more than one
      separate 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 or delayed. 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.

     

    Subject
      to the terms of this Agreement, all reasonable 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; provided, that, the Indemnified Party shall promptly
      reimburse the Indemnifying Party for that portion of such fees and expenses
      applicable to such actions for which such Indemnified Party is judicially
      determined not to be entitled to indemnification hereunder.



    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (d)  Contribution.
      If the
      indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
      Party or insufficient to hold an Indemnified Party harmless for any Losses,
      then
      each Indemnifying Party shall contribute to the amount paid or payable by such
      Indemnified Party, 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 this Agreement, any reasonable attorneys’ or other 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
      net 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, shall 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 not assert or shall
      waive the defense that a remedy at law would be adequate.

    


    (b)  No
      Piggyback on Registrations; Prohibition on Filing Other Registration
      Statements.
      With
      the exception of a bona fide public offering of the Company’s Common Stock for
      aggregate gross proceeds of no less than $5,000,000, 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 any Registration Statements
      other than the Registrable Securities. The Company shall not file any other
      registration statements until all Registrable Securities are registered pursuant
      to a Registration Statement that is declared effective by the
      Commission.

     

    (c)  Compliance.
      Each
      Holder 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 a Registration Statement.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (d)  Discontinued
      Disposition.
      By its
      acquisition of Registrable Securities, each Holder agrees that, upon receipt
      of
      a notice from the Company of the occurrence of any event of the kind described
      in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
      disposition of such Registrable Securities under a Registration Statement until
      it is advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus (as it may have been
      supplemented or amended) may be resumed. The Company will use its best efforts
      to ensure that the use of the Prospectus may be resumed as promptly as is
      practicable. The Company agrees and acknowledges that any periods during which
      the Holder is required to discontinue the disposition of the Registrable
      Securities hereunder shall be subject to the provisions of Section
      2(b).

    


    (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 the Company’s stock option or other employee benefit plans, then
      the Company shall deliver to each Holder a written notice of such determination
      and, if within fifteen days after the date of the delivery 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 such
      Holder requests to be registered; provided,
      however,
      that
      the Company shall not be required to register any Registrable Securities
      pursuant to this Section 6(e) that are eligible for resale without volume or
      manner-of-sale restrictions pursuant to Rule 144 promulgated by the Commission
      pursuant to the Securities Act or that are the subject of a then effective
      Registration Statement.

    


    (f)  Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, 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 50% or more of the then outstanding
      Registrable Securities (including, for this purpose, any Registrable Securities
      issuable upon exercise of the Warrants), provided,
      that
      such Holders shall include Vision Opportunity China LP, so long as Vision
      Opportunity China (or any of its affiliates) holds more than 5% of its original
      investment, and CMHJ Technology Fund II, L.P., (or any of its affiliate), so
      long as CMHJ Technology Fund II, L.P., (or any of its affiliates) holds more
      than 5% of its original investment. If a Registration Statement does not
      register all of the Registrable Securities pursuant to a waiver or amendment
      done in compliance with the previous sentence, then the number of Registrable
      Securities to be registered for each Holder shall be reduced pro rata among
      all
      Holders and each Holder shall have the right to designate which of its
      Registrable Securities shall be omitted from such Registration Statement.
      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 a
      Holder or some Holders and that does not directly or indirectly affect the
      rights of other Holders may be given by such Holder or Holders of all of the
      Registrable Securities to which such waiver or consent relates; provided,
      however,
      that
      the provisions of this sentence may not be amended, modified, or supplemented
      except in accordance with the provisions of the first sentence of this Section
      6(f). 

     

    (g)  Notices.
      All
      notices, demands, consents, requests, instructions and other communications
      to
      be given or delivered or permitted under or by reason of the provisions of
      this
      Agreement or in connection with the transactions contemplated hereby shall
      be in
      writing and shall be deemed to be delivered and received by the intended
      recipient as follows: (i) if personally delivered, on the business day of such
      delivery (as evidenced by the receipt of the personal delivery service), (ii)
      if
      mailed certified or registered mail return receipt requested, two (2) business
      days after being mailed, (iii) if delivered by overnight courier (with all
      charges having been prepaid), on the business day of such delivery (as evidenced
      by the receipt of the overnight courier service of recognized standing), or
      (iv)
      if delivered by facsimile transmission, on the business day of such delivery
      if
      sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
      time,
      on the next succeeding business day (as evidenced by the printed confirmation
      of
      delivery generated by the sending party’s telecopier machine). If any notice,
      demand, consent, request, instruction or other communication cannot be delivered
      because of a changed address of which no notice was given (in accordance with
      this Section 6), or the refusal to accept same, the notice, demand, consent,
      request, instruction or other communication shall be deemed received on the
      second business day the notice is sent (as evidenced by a sworn affidavit of
      the
      sender). All such notices, demands, consents, requests, instructions and other
      communications will be sent to the following addresses or facsimile numbers
      as
      applicable.:


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    
      	
              If
                to the Company:

            	
               

            	
              Lihua
                International, Inc.

              c/o
                Lihua Holdings Limited

              Houxiang
                Five-Star Industry District

              Danyang
                City, Jiangsu Province, PRC

              Attention:
                Mr. Zhu Jianhua

              Tel.
                No.: +86 511 8631 7399

              Fax
                No.: +86 511 8631 2040

            
	
               

            	
               

            	
               

            
	
              with
                copies (which

              shall
                not constitute

              notice)
                to:

            	
               

            	
              Loeb
                & Loeb LLP

              345
                Park Avenue

              New
                York, New York 10154

              Attention:
                Mitchell S. Nussbaum, Esq.

              Tel.
                No.: (212) 407-4000

              Fax
                No.: (212) 407-4990

            
	
               

            	
               

            	
               

            
	
              If
                to any Purchaser:

            	
               

            	
              At
                the address of such Purchaser set forth on Exhibit
                A and
                Exhibit
                B
                to
                the Purchase Agreement or as specified in writing by such Purchaser.
                

            
	
               

            	
               

            	
               

            
	
              With
                copies (which copies shall not constitute notice) to:

            	
               

            	
              Anslow
                & Jaclin LLP

              195
                Route 9 South, Suite 204

              Manalapan,
                New Jersey 07726

              Attn:
                Joseph M. Lucosky, Esq.

              Tel.
                No.: (732) 409-1212

              Fax
                No.: (732) 577-1188

            


    

     

    Any
      party
      hereto may from time to time change its address for notices by giving at least
      ten (10) days written notice of such changed address to the other party hereto.
      

    


    (h) Assignment
      of Registration Rights.
      The
      rights of each Holder hereunder, including the right to have the Company
      register for resale Registrable Securities in accordance with the terms of
      this
      Agreement, shall be automatically assignable by each Holder to any Person who
      acquires all or a portion of
      the
      Registrable Securities if: (i) the Holder agrees in writing with the transferee
      or assignee to assign such rights, and a copy of such agreement, along with
      an
      investor questionnaire completed by the transferee or assignee is furnished
      to
      the Company within a reasonable time after such assignment, (ii) the Company
      is,
      within a reasonable time after such transfer or assignment, furnished with
      written notice of (a) the name and address of such transferee or assignee,
      and
      (b) the securities with respect to which such registration rights are being
      transferred or assigned, (iii) following such transfer or assignment the further
      disposition of such securities by the transferee or assignees is restricted
      under the Securities Act and applicable state securities laws unless such
      securities are registered in a Registration Statement under this Agreement
      (in
      which case the Company shall be obligated to amend such Registration Statement
      to reflect such transfer or assignment) or are otherwise exempt from
      registration, and (iv) at or before the time the Company receives the written
      notice contemplated by clause (ii) of this Section, the transferee or assignee
      agrees in writing with the Company to be bound by all of the provisions of
      this
      Agreement. The rights to assignment shall apply to the Holders (and to
      subsequent) successors and assigns.



    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (i)  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 (except by merger) its rights or obligations
      hereunder without the prior written consent of all of the Holders of the then
      outstanding Registrable Securities. Each Holder may assign their respective
      rights hereunder in the manner and to the Persons as permitted under the
      Purchase Agreement.

    


    (j)  No
      Inconsistent Agreements.
      Neither
      the Company nor any of its Subsidiaries has entered, as of the date hereof,
      nor
      shall the Company or any of its Subsidiaries, on or after the date of this
      Agreement, enter into any agreement with respect to its securities, that would
      have the effect of impairing the rights granted to the Holders in this Agreement
      or otherwise conflicts with the provisions hereof.

    


    (k)  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.

    


    (l)  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.

    


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

    


    (n)  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 commercially 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.

    


    (o)  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.

    


    (p)  Independent
      Nature of Holders’ Obligations and Rights.
      The
      Company acknowledges that the obligations of each Holder under this Agreement
      are several and not joint with the obligations of any other Holder, and no
      Holder shall be responsible in any way for the performance of the obligations
      of
      any other Holder under this Agreement. The Company acknowledges that nothing
      contained herein, and no action taken by any Holder pursuant hereto (including,
      but not limited to, the (i) inclusion of a Holder in the Registration Statement
      and (ii) review by, and consent to, such Registration Statement by a Holder)
      shall be deemed to constitute the Holders as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Holders are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated by this Agreement. The Company
      acknowledges that each Holder 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 Holder to be joined
      as an
      additional party in any proceeding for such purpose. The Company acknowledges
      that it has elected to provide all Holders with the same terms for the
      convenience of the Company and not because it was required or requested to
      do so
      by the Holders. The Company acknowledges that such procedure with respect to
      this Agreement in no way creates a presumption that the Holders are in any
      way
      acting in concert or as a group with respect to this Agreement or the
      transactions contemplated hereby.

    


    ********************

    


    (Signature
      Pages Follow)



    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


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

     

    
      	
               

            	
              LIHUA
                INTERNATIONAL, INC.

            
	
               

            	
               

            	
               

            
	 	
              By:  

            	
              /s/
                Zhu
                Jianhua

            
	
               

            	
              Name:
                Zhu Jianhua

            
	
               

            	
              Title:
                Chief Executive Officer and
                President

            


    

     

    [SIGNATURE
      PAGE OF HOLDERS FOLLOWS]


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    [SIGNATURE
      PAGE OF HOLDERS TO LIHUA RRA]

    


     

    Name
      of
      Holder: __________________________

    


    Signature
      of Authorized Signatory of Holder:
      __________________________

    


    Name
      of
      Authorized Signatory: _________________________

    


    Title
      of
      Authorized Signatory: __________________________

     

    


    [SIGNATURE
      PAGES CONTINUE]


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    Annex
      A

    


    Plan
      of Distribution

    


    Each
      Selling Stockholder (the “Selling
      Stockholders”)
      of the
      common stock and any of their pledgees, assignees and successors-in-interest
      may, from time to time, sell any or all of their shares of common stock on
      the
      National Stock Exchange or any other stock exchange, market or trading facility
      on which the shares are traded or in private transactions. These sales may
      be at
      fixed or negotiated prices. A Selling Stockholder may use any one or more of
      the
      following methods when selling shares:

     

    
      	
              ·
                

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

            


    

     

    
      	
              ·

            	
              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;

            


    

     

    
      	
              ·

            	
              settlement
                of short sales entered into after the effective date of the registration
                statement of which this prospectus is a part;


            


    

     

    
      	
              ·

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

            


    

     

    
      	
              ·

            	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or
                otherwise;

            


    

     

    
      	
              ·

            	
              a
                combination of any such methods of sale;
                or

            


    

     

    
      	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act of 1933, as amended (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, but,
      except as set forth in a supplement to this Prospectus, in the case of an agency
      transaction not in excess of a customary brokerage commission in compliance
      with
      FINRA NASD Rule 2440; and in the case of a principal transaction a markup or
      markdown in compliance with NASD IM-2440. 

     

    In
      connection with the sale of the common stock or interests therein, the Selling
      Stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the common
      stock in the course of hedging the positions they assume. The Selling
      Stockholders may also sell shares of the common stock short and deliver these
      securities to close out their short positions, or loan or pledge the common
      stock to broker-dealers that in turn may sell these securities. The Selling
      Stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such
      transaction).


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    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. Each Selling Stockholder has informed the
      Company that it does not have any written or oral agreement or understanding,
      directly or indirectly, with any person to distribute the Common Stock. In
      no
      event shall any broker-dealer receive fees, commissions and markups which,
      in
      the aggregate, would exceed eight percent (8%).

     

    The
      Company is required to pay certain fees and expenses incurred by the Company
      incident to the registration of the shares. The Company has agreed to indemnify
      the Selling Stockholders against certain losses, claims, damages and
      liabilities, including liabilities under the Securities Act. 

     

    Because
      Selling Stockholders may be deemed to be “underwriters” within the meaning of
      the Securities Act, they will be subject to the prospectus delivery requirements
      of the Securities Act including Rule 172 thereunder. In addition, any securities
      covered by this prospectus which qualify for sale pursuant to Rule 144 under
      the
      Securities Act may be sold under Rule 144 rather than under this prospectus.
      There is no underwriter or coordinating broker acting in connection with the
      proposed sale of the resale shares by the Selling Stockholders.

     

    We
      agreed
      to keep this prospectus effective until the earlier of (i) the date on which
      the
      shares may be resold by the Selling Stockholders without registration and
      without regard to any volume or manner-of-sale limitations by reason of Rule
      144, without the requirement for the Company to be in compliance with the
      current public information under Rule 144 under the Securities Act or any other
      rule of similar effect or (ii) all of the shares have been sold pursuant to
      this
      prospectus or Rule 144 under the Securities Act or any other rule of similar
      effect. The resale shares will be sold only through registered or licensed
      brokers or dealers if required under applicable state securities laws. In
      addition, in certain states, the resale shares may not be sold unless they
      have
      been registered or qualified for sale in the applicable state or an exemption
      from the registration or qualification requirement is available and is complied
      with.

     

    Under
      applicable rules and regulations under the Exchange Act, any person engaged
      in
      the distribution of the resale shares may not simultaneously engage in market
      making activities with respect to the common stock for the applicable restricted
      period, as defined in Regulation M, prior to the commencement of the
      distribution. In addition, the Selling Stockholders will be subject to
      applicable provisions of the Exchange Act and the rules and regulations
      thereunder, including Regulation M, which may limit the timing of purchases
      and
      sales of shares of the common stock by the Selling Stockholders or any other
      person. We will make copies of this prospectus available to the Selling
      Stockholders and have informed them of the need to deliver a copy of this
      prospectus to each purchaser at or prior to the time of the sale (including
      by
      compliance with Rule 172 under the Securities Act).


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    


    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

     

    [TRANSFER
      AGENT]

    _____________________________

    _____________________________

    Attn:
      _________________

    


    Re:           ,
      INC.

     

    Ladies
      and Gentlemen:

     

    We
      are
      counsel to Lihua
      International, Inc., a Delaware corporation (the “Company”).
      The
      Company entered into a Registration Rights Agreement, dated October 31, 2008
      (the “Registration
      Rights Agreement”),
      with
      _________, ____________ and ________________ (collectively, the “Stockholders”),
      pursuant to which the Company agreed, among other things, to register the
      Registrable Securities (as defined in the Registration Rights Agreement), under
      the Securities Act of 1933, as amended (the “1933
      Act”).
      In
      connection with the Company’s obligations under the Registration Rights
      Agreement, on ________________, 2008, the Company filed a Registration Statement
      on Form S-1 (File No. 333-________) (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the resale of the Registrable Securities which names each of the
      Stockholders as a selling stockholder thereunder.

    


    In
      connection with the foregoing, we advise you that a member of the SEC’s staff
      has advised us by telephone that the Commission has entered an order declaring
      the Registration Statement effective under the 1933 Act at [ENTER TIME OF
      EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
      telephonic inquiry of a member of the SEC’s staff, that any stop order
      suspending its effectiveness has been issued or that any proceedings for that
      purpose are pending before, or threatened by, the Commission and accordingly,
      the Registrable Securities are available for resale under the 1933 Act pursuant
      to the Registration Statement.

     

    
      	
               

            	
              Very
                truly yours,

               

              [COUNSEL]

            
	
               

            	
               

            	
               

            
	
               

            	
              By:  

            	
               

            
	
               

            	 
	
              cc: [STOCKHOLDERS]

            	
               

            


    

     

    
      
        
        

      

      
        20