Unassociated Document


     

    REGISTRATION
RIGHTS AGREEMENT

     

    This
Registration Rights Agreement (this “Agreement”) is made and
entered into as of June 4, 2010, by and among China Gerui Advanced Materials
Group Limited, a British Virgin Islands company (the “Company”), and the investors
signatory hereto (each an “Investor” and collectively,
the “Investors”).

     

    This
Agreement is made in connection with the Securities Purchase Agreement, dated as
of the date hereof, among the Company and the Investors (the “Purchase
Agreement”).

     

    The
Company and the Investors hereby agree as follows:

     

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

     

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

     

    “Commission Comments” means written comments pertaining solely to Rule
415 which are received by the Company from
the Commission to a filed Registration
Statement, a copy of which shall have been provided by the Company to the
Holders, which either (i) requires the Company to limit the number of
Registrable Securities which may be included therein to a number which is
less
than the number sought to be included thereon as filed with the Commission or
(ii) requires the Company to either exclude Registrable Securities held by
specified Holders or deem such Holders to be underwriters with respect to
Registrable Securities they seek to include in such Registration
Statement.

     

    “Cut Back Shares” has the
meaning set forth in Section 2(b).

     

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

     

    “Effectiveness Date”
means:

     

    (a) with
respect to the initial Registration Statement required to be filed pursuant to
Section 2(a), the earlier of: (i) the 120th day
following the Closing Date and (ii) the fifth Trading Day following the date on
which the Company is notified by the Commission that the initial Registration
Statement will not be reviewed or is no longer subject to further review and
comments;

     

    (b) with
respect to any additional Registration Statements required to be filed pursuant
to Section 2(a), the earlier of: (i) the 75th day
following the applicable Filing Date for such additional Registration
Statement(s) and (ii) the fifth Trading Day following the date on which the
Company is notified by the Commission that such additional Registration
Statement(s) will not be reviewed or is no longer subject to further
review;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c) with
respect to any additional Registration Statements required to be filed pursuant
to Section 2(c), the earlier of: (i) the 75th day
following the Filing Date for any Registration Statement required to be filed
under Section 2(c) and (ii) the fifth Trading Day following the date on which
the Company is notified by the Commission that such Registration Statement will
not be reviewed or is no longer subject to further review and
comments;

     

    (d) with
respect to a Registration Statement required to be filed under Section 2(d), the
earlier of: (i) the 60th day
following the date on which the Company becomes eligible to utilize Form F-3 to
register the resale of Ordinary Shares; provided, that, if
the Commission reviews and has written comments to such filed Registration
Statement that would require the filing of a pre-effective amendment thereto
with the Commission, then the Effectiveness Date under this clause (d)(i) shall
be the 90th day
following the date on which the Company becomes eligible to utilize Form F-3 to
register the resale of Ordinary Shares, provided further,
that if the filing under this Section 2(d) is also the filing required under
Section 2(a), then the Effectiveness Date for such filing in the instance where
the Commission has written comments shall be the 180th day
following the date on which the Company becomes eligible to utilize Form F-3 to
register the resale of Ordinary Shares, and (ii) the fifth Trading Day following
the date on which the Company is notified by the Commission that the
Registration Statement will not be reviewed or is no longer subject to further
review and comments; and

     

    (e) with
respect to a Registration Statement required to be amended or a Registration
Statement required to be filed under Section 2(e), the fifth Trading Day
following the date on which the Company is notified by the Commission that such
Registration Statement will not be reviewed or is no longer subject to further
review and comments and the Underwriter instructs the Company to request for
effectiveness of such Registration Statement.

     

    “Effectiveness Period” means,
as to any Registration Statement required to be filed pursuant to this
Agreement, the period commencing on the Effective Date of such Registration
Statement and ending on the earliest to occur of (a) the fifth anniversary of
such Effective Date, (b) such time as all of the Registrable Securities covered
by such Registration Statement have been publicly sold by the Holders of the
Registrable Securities included therein, or (c) such time as all of the
Registrable Securities covered by such Registration Statement may be sold by the
Holders without volume restrictions pursuant to Rule 144 as determined by the
counsel to the Company pursuant to a written opinion letter to such effect,
addressed and acceptable to the Company’s transfer agent and the affected
Holders; provided however, that if any
Registration Statement is required to be amended or filed pursuant to Section
2(e), then the Effectiveness Period shall be tolled until the date when such
amendment to or filing of the Registration Statement becomes
effective.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

     

    “Filing Date”
means:

     

    (a) with
respect to the initial Registration Statement required to be filed pursuant to
Section 2(a), the 30th day
following the Closing Date;


    
      
         


      

      
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    (b) with
respect to any additional Registration Statements required to be filed pursuant
to Section 2(a), the 30th day
following the Effective Date for the last Registration Statement filed pursuant
to this Agreement under Section 2(a);

     

    (c) with
respect to any additional Registration Statements required to be filed pursuant
to Section 2(c), each such Registration Statement shall be filed by the earlier
of:

     

    (i)  for
the initial Registration Statement required to be filed under Section 2(c), the
six-month anniversary of the Effective Date of the Registration Statement
required to be filed under Section 2(a) and for all subsequent Registration
Statements filed pursuant to Section 2(c), the six-month anniversary of the
Effective Date of the immediately preceding Registration Statement required to
be filed under Section 2(c), as applicable, and

     

     (ii)
for the initial Registration Statement required to be filed under Section 2(c),
the 60th day
following such time as 75% of all Registrable Securities which are included in
the Registration Statement required to be filed under Section 2(a) have been
sold and for all subsequent Registration Statements, the 60th day
following such time as 75% of all Registrable Securities which are included in
the immediately preceding Registration Statement required to be filed under
Section 2(c) have been sold, as applicable; and

     

    (d) with
respect to a Registration Statement required to be filed under Section 2(d), the
30th
day following the date on which the Company becomes eligible to utilize Form F-3
to register the resale of Ordinary Shares.

     

    (e) with
respect to any filing of or amendment to a Registration Statement required
pursuant to Section 2(e), the 30th day
following the receipt of the Instruction pursuant to the notice procedures set
forth in Section 6(j).

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
         


      

      
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    “Registrable Securities”
means: (i) the Shares and (ii) any securities issued or issuable upon any stock
split, dividend or other distribution, recapitalization or similar events with
respect to, or in exchange for, or in replacement of the
Shares.  Notwithstanding the foregoing, a security shall cease to be a
Registrable Security for purposes of this Agreement from and after such time (x)
as the Holder of such security may resell such security without volume
restrictions 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 Company’s transfer agent and the affected holders; or (y) such security has
been sold by a Holder pursuant to a registration statement under the Securities
Act that has been declared effective and such Registrable Securities have been
disposed of pursuant to such effective registration statement.

     

    “Registration Statement” means
the initial registration statement required to be filed in accordance with
Section 2(a) and any additional registration statements required to be filed
under this Agreement, including in each case the Prospectus, amendments and
supplements to such registration statements or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all materials incorporated
by reference or deemed to be incorporated by reference therein.

     

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

     

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

     

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

     

    “SEC Restrictions” has the
meaning set forth in Section 2(b).

     

    “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

     

    “Selling Holder Questionnaire”
means the selling security holder notice and questionnaire attached as Annex B
hereto.

     

    “Shares” means the shares of
Ordinary Shares, no par value per share, issued or issuable to the Investors
pursuant to the Purchase Agreement.

     

    “424 Prospectus” has the
meaning set forth in Section 2(a).


    
      
         


      

      
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    2.           Registration.

     

    (a)         On
or prior to the applicable Filing Date, the Company shall prepare and file with
the Commission a Registration Statement covering the resale of all Registrable
Securities not already covered by an existing and effective Registration
Statement for an offering to be made on a continuous basis pursuant to Rule
415.  Each Registration Statement required to be filed under this
Agreement shall be filed on Form F-3 (or if the Company is not then eligible to
utilize Form F-3, it shall utilize such other available form appropriate for
such purpose) and contain (except if otherwise required pursuant to written
comments received from the Commission upon a review of such Registration
Statement, provided however that no Holder shall be characterized as an
underwriter unless such characterization is consistent with written information
provided by the Holder in the Selling Holder Questionnaire) the “Plan of
Distribution” attached hereto as Annex
A.  The Company shall cause each Registration Statement
required to be filed under this Agreement to be declared effective under the
Securities Act as soon as possible but, in any event, no later than its
Effectiveness Date (including filing with the Commission a request for
acceleration of effectiveness in accordance with Rule 461 promulgated under the
Securities Act within five (5) Business Days after 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 not be subject to further
review and the effectiveness of such Registration Statement may be accelerated),
and shall use its reasonable best efforts to keep each such Registration
Statement continuously effective during its entire Effectiveness
Period.  By 5:00 p.m. (New York City time) on the Business Day
immediately following the Effective Date of each Registration Statement, the
Company shall file with the Commission in accordance with Rule 424 under the
Securities Act the final prospectus to be used in connection with sales pursuant
to such Registration Statement (the “424 Prospectus”) (whether or
not such filing is technically required under such Rule).  If for any
reason other than due solely to SEC Restrictions, a Registration Statement is
effective but not all outstanding Registrable Securities are registered for
resale pursuant thereto, then the Company shall prepare and file by the
applicable Filing Date an additional Registration Statement to register the
resale of all such unregistered Registrable Securities for an offering to be
made on a continuous basis pursuant to Rule 415.

     

    (b)         Notwithstanding
anything to the contrary contained in this Section 2, if the Company receives
Commission Comments, and following discussions with and responses to the
Commission in which the Company uses its reasonable best efforts to cause as
many Registrable Securities for as many Holders as
possible to be included in the Registration Statement filed pursuant to Section
2(a) without characterizing any Holder as an underwriter unless such
characterization is consistent with written information provided by the Holder
in the Selling Holder Questionnaire (and in such regard uses its reasonable best
efforts to cause the Commission to permit the affected Holders or their
respective counsel to participate in Commission conversations on such issue
together with Company Counsel, and timely conveys relevant information
concerning such issue with the affected Holders or their respective counsel),
the Company is unable to cause the inclusion of all Registrable Securities, then
the Company may, following not less than three (3) Trading Days (as defined in
the Purchase Agreement) prior written notice to the Holders (i) remove from the
Registration Statement such Registrable Securities (the “Cut Back Shares”) provided, that the
number of shares that may be included in the Registration Statement will be
allocated to the Holders of such Registrable Securities on a pro rata basis (as
nearly as practicable) based on the number of Registrable Securities purchased
by all such Holders pursuant to the Purchase Agreement, provided further,
that no Registrable Securities will be excluded unless and until all other
securities of the Company and other stockholders not holding Registrable
Securities hereunder who were to participate in an offering subject to a
Registration Statement have been excluded; and/or (ii) agree to such
restrictions and limitations on the registration and resale of the Registrable
Securities, in each case as the Commission may require in order for the
Commission to allow such Registration Statement to become effective; provided, that in no
event may the Company characterize any Holder as an underwriter unless such
characterization is consistent with written information provided by the Holder
in the Selling Holder Questionnaire (the restrictions in subclauses (i) and (ii)
above referred to herein as, the “SEC
Restrictions”).


    
      
         


      

      
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    (c)         If
all of the Registrable Securities to be included in the Registration Statement
filed pursuant to Section 2(a) cannot be so included due to Commission Comments,
then the Company shall prepare and file by the applicable Filing Date for such
Registration Statement(s), such number of additional Registration Statements as
may be necessary in order to ensure that all Registrable Securities are covered
by an existing and effective Registration Statement. Accordingly, if for
example, an initial Registration Statement is filed under this Section 2(c) to
register shares omitted from a Registration Statement filed under Section 2(a)
due to Commission Comments and Commission Comments again require shares to be
removed for such newly filed Registration Statement under this Section 2(c),
then the Company will prepare and file additional Registration Statements until
such time as all such required shares are covered by effective Registration
Statements. The Company shall cause such Registration Statement to be declared
effective under the Securities Act as soon as possible but, in any event, by its
Effectiveness Date, and shall use its reasonable best efforts to keep such
Registration Statement continuously effective under the Securities Act during
the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the
Business Day immediately following the Effective Date of such Registration
Statement, the Company shall file with the Commission in accordance with Rule
424 under the Securities Act the 424 Prospectus (whether or not such filing is
technically required under such Rule).

     

    (d)         If
the Company did not file the Registration Statement pursuant to Section 2(a)
hereof on Form F-3 because the Company was not then eligible to utilize Form
F-3, then promptly following any date on which the Company becomes eligible to
use a registration statement on Form F-3 to register Registrable Securities for
resale, the Company shall file a Registration Statement on Form F-3 covering all
Registrable Securities (or a post-effective amendment on Form F-3 to the then
effective Registration Statement) and shall cause such Registration Statement to
be filed by the Filing Date for such Registration Statement and declared
effective under the Securities Act as soon as possible thereafter, but in any
event prior to the Effectiveness Date therefor.  Such Registration
Statement shall contain (except if otherwise required pursuant to written
comments received from the Commission upon a review of such Registration
Statement, provided that no Holder shall be characterized as an underwriter
unless such characterization is consistent with written information provided by
the Holder in the Selling Holder Questionnaire) the “Plan of Distribution”
attached hereto as Annex
A.  The Company shall use its reasonable best efforts to keep
such Registration Statement continuously effective under the Securities Act
during the entire Effectiveness Period.  By 5:00 p.m. (New York City
time) on the Business Day immediately following the Effective Date of such
Registration Statement, the Company shall file with the Commission in accordance
with Rule 424 under the Securities Act the 424 Prospectus (whether or not such
filing is technically required under such Rule).


    
      
         


      

      
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    (e)         Until
the fifth anniversary of the date hereof, the Investors may notify the Company
in writing, pursuant to Section 6(j) below, that they will be selling their
Registrable Securities pursuant to a firm commitment underwritten offering (an
“Underwritten
Offering”), by an underwriter which shall be reasonably acceptable to the
Company (the “Underwriter”). The Underwriter
and the Investors shall instruct (the “Instruction”) the Company to
file or amend a Registration Statement (or if the Company is not then eligible
to utilize the form of registration statement that the effective Registration
Statement is in for the Underwritten Offering, it shall re-file a registration
statement on such other available form appropriate for such purposes) to allow
the Underwritten Offering to be conducted pursuant to an effective registration
statement. On or prior to the applicable Filing Date, the Company will include
any information required about the Underwritten Offering in the Registration
Statement covering the resale of all Registrable Securities as specified in
Section 2(a) to 2(d) above. The Company shall cause each Registration Statement
required to be filed under this Agreement to be declared effective under the
Securities Act as soon as possible but, in any event, no later than its
Effectiveness Date, and shall use its reasonable best efforts to keep each such
Registration Statement continuously effective during its entire Effectiveness
Period.  By 5:00 p.m. (New York City time) on the Business Day
immediately following the Effective Date of each Registration Statement, the
Company shall file with the Commission in accordance with Rule 424 under the
Securities Act the final prospectus to be used in connection with sales pursuant
to such Registration Statement (the “424 Prospectus”) (whether or
not such filing is technically required under such Rule).

     

    (f)         If:
(i) a Registration Statement is not filed on or prior to its Filing Date
covering the Registrable Securities required under this Agreement to be included
therein (if the Company files a Registration Statement without affording the
Holders the opportunity to review and comment on the same as required by Section
3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)),
or (ii) a Registration Statement is not declared effective by the Commission on
or prior to its required Effectiveness Date or if by the Business Day
immediately following the Effective Date the Company shall not have filed a
“final” prospectus for the Registration Statement with the Commission under Rule
424(b) (whether or not such a prospectus is technically required by such Rule),
or (iii) after its Effective Date, without regard for the reason thereunder or
efforts therefor, such Registration Statement ceases for any reason to be
effective and available to the Holders as to the Registrable Securities to which
it is required to cover at any time prior to the expiration of its Effectiveness
Period for more than an aggregate of 30 Trading Days (which need not be
consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of
clauses (i) or (ii) the date on which such Event occurs, or for purposes of
clause (iii) the date which such 30 Trading Day-period is exceeded, being
referred to as “Event
Date”), then in addition to any other rights the Holders may have
hereunder or under applicable law: on each such Event Date, and on each monthly
anniversary of each such Event Date (if the applicable Event shall not have been
cured by such date) until the applicable Event is cured, the Company shall pay
to each Holder an amount in cash, as partial liquidated damages and not as a
penalty, equal to 0.5% of the aggregate Investment Amount paid by such Holder
for Securities pursuant to the Purchase Agreement; provided, however, that the
total amount of partial liquidated damages payable by the Company pursuant to
all Events under this Section shall be capped at an aggregate of 4.0% of the
aggregate Investment Amount paid by the Investors under the Purchase
Agreement.  The partial liquidated damages pursuant to the terms
hereof shall apply on a daily pro-rata basis for any portion of a month prior to
the cure of an Event, except for the day of the first Event Date. In no event
will the Company be liable for liquidated damages under this Agreement in excess
of 0.5% of the aggregate Investment Amount of the Investors in any 30-day
period. The Company shall not be liable for liquidated damages under this
Agreement as to (i) any Registration Statement delays or failures that result
from the existence or operation of Section 4.11 of the Securities Purchase
Agreement and (ii) any Registrable Securities which are not permitted by the
Commission to be included in a Registration Statement due solely to Commission
Comments from the time that it is determined that such Registrable Securities
are not permitted to be registered solely due to Commission Comments until such
time as the provisions of this Agreement as to the next applicable Registration
Statement required to be filed hereunder are triggered, in which case the
provisions of this Section 2(e) shall once again apply, if
applicable.


    
      
         


      

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

     

    3.           Registration
Procedures.

     

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

     

    (a)         Not
less than two Trading Days prior to the filing of a Registration Statement or
any related Prospectus, other than a 424 Prospectus, or any amendment or
supplement thereto, the Company shall furnish to each Holder copies of such
document as proposed to be filed, which documents will be subject to the review
of such Holder; provided, however, that the
Company shall not have the obligation under this Section 3(a) with respect to
the filing of the 424 Prospectus pursuant to Sections 2(a), 2(c) and
2(d).  Such documents may be delivered to such Holder via electronic
mail (i.e., e-mail).  The Company shall not file a Registration
Statement, any Prospectus or any amendments or supplements thereto in which the
“Selling Stockholder” section thereof differs from the disclosure received from
a Holder in its Selling Holder Questionnaire (as amended or
supplemented).  The Company shall not file a Registration Statement,
any Prospectus or any amendments or supplements thereto in which it (i)
characterizes any Holder as an underwriter, unless such characterization is
consistent with written information provided by the Holder in the Selling Holder
Questionnaire, (ii) excludes a particular Holder due to such Holder refusing to
be named as an underwriter, or (iii) reduces the number of Registrable
Securities being registered on behalf of a Holder except pursuant to, in the
case of this subsection (iii), Section 2(b) above, without, in each case, such
Holder’s express written authorization.


    
      
         


      

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

     

    (c)         Notify
the Holders as promptly as reasonably possible (and, in the case of (i)(A)
below, not less than two Trading Days prior to such filing and, in the case of
(v) below, not less than three Trading Days prior to the financial statements in
any Registration Statement becoming ineligible for inclusion therein) and (if
requested by any such Person) confirm such notice in writing no later than one
Trading Day following the day (i)(A) when a Prospectus or any Prospectus
supplement, other than a 424 Prospectus, or post-effective amendment to a
Registration Statement is proposed to be filed; (B) when the Commission notifies
the Company whether there will be a “review” of such Registration Statement and
whenever the Commission comments in writing on such Registration Statement (the
Company shall provide true and complete copies thereof and all written responses
thereto to each of the Holders that pertain to the Holders as a Selling
Stockholder or to the Plan of Distribution, but not information which the
Company believes would constitute material and non-public information); and (C)
with respect to each Registration Statement or any post-effective amendment,
when the same has become effective; (ii) of any request by the Commission or any
other Federal or state governmental authority for amendments or supplements
to a Registration Statement or Prospectus or for additional information; (iii)
of the issuance by the Commission of any stop order suspending the effectiveness
of a Registration Statement covering any or all of the Registrable
Securities or the initiation of any Proceedings for that purpose; (iv) of the
receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding for such purpose; and (v) of the occurrence of any event or passage
of time that makes the financial statements included in a Registration Statement
ineligible for inclusion therein or any statement made in such Registration
Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires any revisions to such Registration Statement, Prospectus or other
documents so that, in the case of such Registration Statement or the Prospectus,
as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


    
      
         


      

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

     

    (e)         Furnish
to each Holder, without charge and at the option of the Company in electronic
format, at least one conformed copy of each Registration Statement and each
amendment thereto and all exhibits to the extent requested by such Person
(including those previously furnished) promptly after the filing of such
documents with the Commission.

     

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

     

    (g)         Prior
to any public offering of Registrable Securities, register or qualify such
Registrable Securities for offer and sale under the state securities or Blue Sky
laws of all jurisdictions within the United States as any Holder may request, to
keep each such registration or qualification (or exemption therefrom) effective
during the Effectiveness Period and to do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Securities covered by the Registration Statements; provided, however, in
connection with any such registration or qualification, the Company shall not be
required to (i) qualify to do business in any jurisdiction where the Company
would not otherwise be required to qualify, (ii) subject itself to general
taxation in any such jurisdiction, (iii) file a general consent to service of
process in any jurisdiction, or (iv) make any change to the Company’s Articles
of Incorporation or bylaws.

     

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

     

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


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (j)         in
the event of any Underwritten Offering pursuant to Section 2(e) above, promptly
enter into and perform its obligations under an underwriting agreement, in usual
and customary form and terms reasonably acceptable to the Company, with the
managing underwriter of such offering and take such other actions as the
underwriters deem necessary to expedite or facilitate the disposition of the
Registrable Securities (including, without limitation, effecting a stock split
or combination or causing its officers to participate in “road shows” to the
extent possible given the Company’s business needs).

     

    (k)         cause
all such Registrable Securities registered pursuant hereunder to be listed on
each securities exchange on which similar securities issued by the Company are
then listed.

     

    (l)       
  provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.

     

    (m)    
   in the event of any Underwritten Offering pursuant to Section
2(e) above, use reasonable best efforts to furnish, on the date that such
Registrable Securities are delivered to the underwriters for sale (i) an
opinion, dated as of such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering and reasonably satisfactory to a
majority in interest of the Holders, addressed to the underwriters, and (ii) a
“comfort” letter dated as of such date, from the independent certified public
accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering and reasonably satisfactory to a majority in interest of the
Holders, addressed to the underwriters and to the Holders.

     

    (n)         the
Company will cooperate fully with the Investors and the Underwriters and will
use reasonable best efforts to declare effective and maintain the effectiveness
of any and all Registration Statements required hereunder as soon as possible
pursuant to this Agreement, and will take such further actions and execute such
further documents and instruments as may reasonably be requested by the
Investors or the Underwriters to carry out the provisions of this
Agreement.

     

    4.           Registration
Expenses.  All fees and expenses incident to the performance of
or compliance with this Agreement by the Company (excluding any underwriting
discounts and selling commissions and all legal fees and expenses of legal
counsel for any Holder not to exceed $10,000) shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration
Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with any Trading Market on which the Ordinary Shares are
then listed for trading, and (B) in compliance with applicable state securities
or Blue Sky laws), (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities and of printing
prospectuses if the printing of prospectuses is reasonably requested by the
holders of a majority of the Registrable Securities included in the Registration
Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation
of the transactions contemplated by this Agreement.  In addition, the
Company shall be responsible for all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by this
Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange as required
hereunder.  In no event shall the Company be responsible for any
broker or similar commissions incurred by any Holder or, except to the extent
provided for in the Transaction Documents, any legal fees or other cost of the
Holders in connection with this Agreement.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    5.           Indemnification.

     

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


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


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

     

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

     

    An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (2) the Indemnifying Party shall have failed promptly, but in
any event within fifteen (15) days of receiving notice of such Proceeding, to
assume the defense of such Proceeding, notify the Indemnified Party of such
assumption and to employ counsel reasonably satisfactory to such Indemnified
Party in any such Proceeding; or (3) the named parties to any such Proceeding
(including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party, and such Indemnified Party shall have been advised by
counsel that a conflict of interest is likely to exist if the same counsel were
to represent such Indemnified Party and the Indemnifying Party (in which case,
if such Indemnified Party notifies the Indemnifying Party in writing that it
elects to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and
such counsel shall be at the expense of the Indemnifying Party); provided, that, the
Indemnifying Party shall pay for no more than two separate sets of counsel for
all Indemnified Parties and such legal counsel shall be selected by Holders of
no less than a majority in interest of the then outstanding Registrable
Securities  The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld.  No Indemnifying Party
shall, without the prior written consent of the Indemnified Party, effect any
settlement of any pending Proceeding in respect of which any Indemnified Party
is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of
such Proceeding.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

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

     

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

     

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


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

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

     

    (b)         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 the Registration Statement.

     

    (c)         Discontinued
Disposition.  Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(c), such Holder will
forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder’s receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the “Advice”) by the Company that
the use of the applicable Prospectus may be resumed, and, in either case, has
received copies of any additional or supplemental filings that are incorporated
or deemed to be incorporated by reference in such Prospectus or Registration
Statement.  The Company may provide appropriate stop orders to enforce
the provisions of this paragraph.

     

    (d)         No Other Registration
Rights.  The Company hereby represents that it is not subject
to any contractual obligation for registration rights to register any of its
securities under the Securities Act, except for such registration obligations
that have already been satisfied.

     

    (e)         Amendments and
Waivers.  The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and the Holders of no less than a majority in interest of
the then outstanding Registrable Securities.  Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of certain Holders and that
does not directly or indirectly affect the rights of other Holders may be given
by Holders of at least a majority of the Registrable Securities to which such
waiver or consent relates; provided, further
that no amendment or waiver to any provision of this Agreement relating to
naming any Holder or requiring the naming of any Holder as an underwriter may be
effected in any manner inconsistent with the written information provided by the
Holder in the Selling Holder Questionnaire.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    (f)         Reports Under Exchange
Act. With a view to making available to the Holders the benefits of Rule
144 promulgated under the Securities Act and any other rule or regulation of the
SEC that may at any time permit a Holder to sell securities of the Company to
the public without registration or pursuant to a registration on Form F-3, the
Company agrees, after the earliest of the closing of the sale of securities by
the Company pursuant to a registration statement, the registration by the
Company of a class of securities under Section 12 of the Exchange Act, or the
issuance by the Company of an offering circular pursuant to Regulation A under
the Act, to use its reasonable best efforts:

     

    
      	
               
      

            	
              ·

            	
              to
      make and keep current public information about the Company available (as
      those terms are understood and defined in Rule 144 under the Securities
      Act), at all times;

            


    

     

    
      	
               
      

            	
              ·

            	
              to
      take such action, including the voluntary registration of its Ordinary
      Shares under Section 12 of the Exchange Act, as is necessary to enable the
      Holders to utilize Form F-3 for the resale of their Registrable
      Securities;

            


    

     

    
      	
               
      

            	
              ·

            	
              to
      file with the SEC in a timely manner all reports and other documents
      required of the Company under the Act and the Exchange Act;
      and

            


    

     

    
      	
               
      

            	
              ·

            	
              to
      furnish to any Holder, so long as the Holder owns any Registrable
      Securities, forthwith upon request (i) a written statement by the Company
      as to its compliance with the reporting requirements of Rule 144 and of
      the Securities Act and the Exchange Act (at any time after it has become
      subject to such reporting requirements), or that it qualifies as a
      registrant whose securities may be resold pursuant to Form F-3 (at any
      time after it so qualifies), (ii) a copy of the most recent annual or
      quarterly report of the Company filed by the Company under the Exchange
      Act and (iii) such other information as such Holder may reasonably request
      in order to avail itself of any similar rule or regulation of the SEC that
      permits the selling of any such securities without registration or
      pursuant to such form.

            


    

     

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


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    
      
        	 	
                If
      to the Company:

              	
                China
      Gerui Advanced Materials Group
Limited

              


      

    

    
      	
               
      

            	
              No.
      69 Huaibei Street

            


    

    
      	
               
      

            	
              Longhai
      Middle Road

            


    

    
      	
               
      

            	
              Zhengzhou
      451191, China

            


    

    
      	
               
      

            	
              Attn:
      Edward Meng, Chief Financial
Officer

            


    

    


    
      	
               
      

            	
              With
      a copy to:

            	
              Pillsbury
      Winthrop Shaw Pittman LLP

            


    

    
      	
               
      

            	
              2300
      N Street, NW

            


    

    
      	
               
      

            	
              Washington,
      D.C. 20037

            


    

    
      	
               
      

            	
              Facsimile:  (202)
      663-8007

            


    

    
      	
               
      

            	
              Attn.:  Joseph
      R. Tiano, Jr., Esq.

            


    

    


    
      
        	
                 

              	
                If
      to an Investor:

              	
                To
      the address set forth under such Investor’s name on the signature pages
      hereto.

              


      

    

     

    
      
        	 	
                With
      a copy to:

              	
                DLA
      Piper LLP (US)

              


      

    

    
      	
               
      

            	
              4365
      Executive Drive, Suite 1100

            


    

    
      	
               
      

            	
              San
      Diego, California 92121-2133

            


    

    
      	
               
      

            	
              Attn:
      Martin Nichols, Esq.

            


    

     

    
      
        	
                 
      

              	
                If
      to any other Person who is then the registered
  Holder:

              


      

    

     

    
      	
               
      

            	
              To
      the address of such Holder as it appears in the stock transfer books of
      the Company

            


    

     

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

     

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

     

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


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    (j)         Governing Law and Waiver of
Jury Trial.  All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law
thereof.  Each party agrees that all Proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement (whether brought against a party hereto or its respective
Affiliates, employees or agents) will be commenced in the New York
Courts.  Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any Proceeding, any claim that it is not personally subject to the jurisdiction
of any New York Court, or that such Proceeding has been commenced in an improper
or inconvenient forum.  Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by
law.  Notwithstanding Sections 4 and 5 above, if either party shall
commence a Proceeding to enforce any provisions of this Agreement, then the
prevailing party in such Proceeding shall be reimbursed by the other party for
its attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.

     

    EACH
PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR
THEREOF.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING
OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS.  THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF
THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY
EXCEPTIONS.  EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS
THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH
PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER WILL
APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR
ASSIGNMENTS OF) THIS AGREEMENT.  IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE
COURT.

     

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

     

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


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

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

     

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

     

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        19

        
          

        

      

      
         


      

    


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

     

    
      
        
          
            
              	 
      	
                      CHINA
      GERUI ADVANCED MATERIALS

                    
	 
      	
                      GROUP
      LIMITED

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

      

    

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

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PAGES OF INVESTORS TO FOLLOW]


    
      
         


      

      
        S-1

        
          

        

      

      
         


      

    

     

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

    


    
      
        	 
      	
                INVESTING
      ENTITIES:

              
	 
      	 
      
	 
      	
                [NAME
      OF INVESTOR]

              


      

    

    


    
      
        
          
            
              
                	 
      	
                        By:

                      	 
      


              

            

          

        

      

    

    
      
        
          
            
              	 
      	
                      Name:

                    	 
      


            

          

        

      

    

    
      
        
          
            
              
                	 
      	
                        Title:

                      	 
      


              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                ADDRESS
      FOR NOTICE

                              
	 
      	 
      	 
      
	 
      	
                                Address:

                              	 
      
	 
      	 
      	 
      
	 	 	 
	 
      	
                                Tel:

                              	 
      
	 
      	
                                Fax:

                              	 
      
	 
      	
                                Attention: 

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        	 
      	
                [NAME
      OF INVESTOR]

              


      

    

    
      


      
        
          
            
              
                
                  	 
      	
                          By:

                        	 
      


                

              

            

          

        

      

      
        
          
            
              
                	 
      	
                        Name:

                      	 
      


              

            

          

        

      

      
        
          
            
              
                
                  	 
      	
                          Title:

                        	 
      


                

              

            

          

        

      

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  ADDRESS
      FOR NOTICE

                                
	 	 	 
	 
      	
                                  Address:

                                	 
      
	 	 	 
	 
      	 
      	 
      
	 
      	
                                  Tel:

                                	 
      
	 
      	
                                  Fax:

                                	 
      
	 
      	
                                  Attention: 

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        S-2

        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	
                  [NAME
      OF INVESTOR]

                


        

      

      
        


        
          
            
              
                
                  
                    	 
      	
                            By:

                          	 
      


                  

                

              

            

          

        

        
          
            
              
                
                  	 
      	
                          Name:

                        	 
      


                

              

            

          

        

        
          
            
              
                
                  
                    	 
      	
                            Title:

                          	 
      


                  

                

              

            

          

        

         

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    ADDRESS
      FOR NOTICE

                                  
	 	 	 
	 
      	
                                    Address:

                                  	 
      
	 	 	 
	 
      	 
      	 
      
	 
      	
                                    Tel:

                                  	 
      
	 
      	
                                    Fax:

                                  	 
      
	 
      	
                                    Attention: 

                                  	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          	 
      	
                  [NAME
      OF INVESTOR]

                


        

      

      
        


        
          
            
              
                
                  
                    	 
      	
                            By:

                          	 
      


                  

                

              

            

          

        

        
          
            
              
                
                  	 
      	
                          Name:

                        	 
      


                

              

            

          

        

        
          
            
              
                
                  
                    	 
      	
                            Title:

                          	 
      


                  

                

              

            

          

        

         

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    ADDRESS
      FOR NOTICE

                                  
	 	 	 
	 
      	
                                    Address:

                                  	 
      
	 	 	 
	 
      	 
      	 
      
	 
      	
                                    Tel:

                                  	 
      
	 
      	
                                    Fax:

                                  	 
      
	 
      	
                                    Attention: 

                                  	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        S-3

        
          

        

      

      
         


      

    

    
       

      
        
          
            	 
      	
                    [NAME
      OF INVESTOR]

                  


          

        

        
          


          
            
              
                
                  
                    
                      	 
      	
                              By:

                            	 
      


                    

                  

                

              

            

          

          
            
              
                
                  
                    	 
      	
                            Name:

                          	 
      


                  

                

              

            

          

          
            
              
                
                  
                    
                      	 
      	
                              Title:

                            	 
      


                    

                  

                

              

            

          

           

        

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      ADDRESS
      FOR NOTICE

                                    
	 	 	 
	 
      	
                                      Address:

                                    	 
      
	 	 	 
	 
      	 
      	 
      
	 
      	
                                      Tel:

                                    	 
      
	 
      	
                                      Fax:

                                    	 
      
	 
      	
                                      Attention: 

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            	 
      	
                    [NAME
      OF INVESTOR]

                  


          

        

        
          


          
            
              
                
                  
                    
                      	 
      	
                              By:

                            	 
      


                    

                  

                

              

            

          

          
            
              
                
                  
                    	 
      	
                            Name:

                          	 
      


                  

                

              

            

          

          
            
              
                
                  
                    
                      	 
      	
                              Title:

                            	 
      


                    

                  

                

              

            

          

           

        

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      ADDRESS
      FOR NOTICE

                                    
	 	 	 
	 
      	
                                      Address:

                                    	 
      
	 	 	 
	 
      	 
      	 
      
	 
      	
                                      Tel:

                                    	 
      
	 
      	
                                      Fax:

                                    	 
      
	 
      	
                                      Attention: 

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          S-4

          
            

          

        

        
           


        

      

    

     

    Annex
A

     

    Plan
of Distribution

     

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

     

    
      	
              ·

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

            


    

     

    
      	
              ·

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

            


    

     

    
      	
              ·

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

            


    

     

    
      	
              ·

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

            


    

     

    
      	
              ·

            	
              privately
      negotiated transactions;

            


    

     

    
      	
              ·

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

            


    

     

    
      	
              ·

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

            


    

     

    
      	
              ·

            	
              a
      combination of any such methods of sale;
and

            


    

     

    
      	
              ·

            	
              any
      other method permitted pursuant to applicable
  law.

            


    

     

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

     

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

     

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


    
      
        Annex
A

         


      

      
        
        

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

    FINRA
Rule 5110 requires FINRA member firms (unless an exemption applies) to satisfy
the filing requirements of Rule 5110 in connection with the resale, on behalf of
selling shareholders, of the securities on a principal or agency basis. NASD
Notice to Members 88-101 states that in the event a selling shareholder intends
to sell any of the shares registered for resale in this prospectus through a
member of the FINRA participating in a distribution of our securities, such
member is responsible for insuring that a timely filing, if required, is first
made with the Corporate Finance Department of FINRA and disclosing to FINRA the
following:

    


    
      	
               
      

            	
              ·

            	
              it
      intends to take possession of the registered securities or to facilitate
      the transfer of such certificates;

            


    

    


    
      	
               
      

            	
              ·

            	
              the
      complete details of how the selling shareholders’ shares are and will be
      held, including location of the particular
  accounts;

            


    

    


    
      	
               
      

            	
              ·

            	
              whether
      the member firm or any direct or indirect affiliates thereof have entered
      into, will facilitate or otherwise participate in any type of payment
      transaction with the selling shareholders, including details regarding any
      such transactions; and

            


    


    
      
        Annex
A

         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              ·

            	
              in
      the event any of the securities offered by the selling shareholders are
      sold, transferred, assigned or hypothecated by any selling shareholder in
      a transaction that directly or indirectly involves a member firm of FINRA
      or any affiliates thereof, that prior to or at the time of said
      transaction the member firm will timely file all relevant documents with
      respect to such transaction(s) with the Corporate Finance Department of
      FINRA for review.

            


    

    


    No FINRA
member firm may receive compensation in excess of that allowable under FINRA
rules, including Rule 5110, in connection with the resale of the securities by
the selling shareholders, which total compensation may not exceed
8%.

     

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

     

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


    
      
        Annex
A

         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Annex
B

     

    CHINA
GERUI ADVANCED MATERIALS GROUP LIMITED

     

    Selling
Securityholder Notice and Questionnaire

     

    The
undersigned beneficial owner of the ordinary shares (the “Ordinary Shares”) of China
Gerui Advanced Materials Group Limited, a British Virgin Islands company (the
“Company”), understands
that the Company has filed or intends to file with the Securities and Exchange
Commission (the “Commission”) a Registration
Statement for the registration and resale of the Registrable Securities, in
accordance with the terms of the Registration Rights Agreement, dated as of June
4, 2010 (the “Registration
Rights Agreement”), among the Company and the Investors named
therein.  A copy of the Registration Rights Agreement is available
from the Company upon request at the address set forth below.  All
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed thereto in the Registration Rights Agreement.

     

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

     

    QUESTIONNAIRE

     

    
      
        	
                1.

              	
                Name.

              


      

    

     

    
      
        	
                 
      

              	
                (a)

              	
                Full
      legal name of Selling Securityholder

              
	 	 	 
	 	 	 


      

    

    


    
      
        	
                 
      

              	
                (b)

              	
                Full
      legal name of Registered Holder (if not the same as (a) above) through
      which Registrable Securities listed in item 3 below are
    held:

              
	 	 	 
	 	 	 


      

    

    


    
      
        	
                 
      

              	
                (c)

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

              
	 	 	 
	 	 	 


      

    

     

    
      	
              2.

            	
              Address for Notices to Selling
      Securityholder:

            


    

     

    
      	 
      
	 
      
	 
      


    


    
      
        Annex
B

         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Telephone: 

                	 
      


        

      

    

    
      
        
          	
                  Fax: 

                	 
      


        

      

    

    
      
        
          	
                  Contact
      Person: 

                	 
      


        

      

    

    


    
      	
              3.
      

            	
              Beneficial Ownership of
      Registrable Securities:

            


    

     

    
      
        	
                 
      

              	
                Type
      and principal amount of Registrable Securities beneficially
      owned:

              
	 	 
	 	 
	 	 
	 	 


      

    

     

    
      	
              4.
      

            	
              Broker-Dealer
      Status:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Are
      you a broker-dealer?

            


    

     

    Yes    ̈  
No    ̈

     

    
      	
            	
              Note:

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

            


    

     

    
      	
               
      

            	
              (b)

            	
              Are
      you an affiliate of a
broker-dealer?

            


    

     

    Yes    ̈  
No    ̈

     

    
      	
               
      

            	
              (c)

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

            


    

     

    Yes    ̈  
No    ̈

     

    
      	
            	
              Note:

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

            


    

     

    
      	
              5.
      

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

            


    

     

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

     

    
      
        Annex
B

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

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

              
	 	 
	 	 
	 	 


      

    

    


    
      	
              6.

            	
              Relationships with the
      Company:

            


    

     

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

     

    
      
        
          
            
              
                
                  
                    
                      	
                               

                            	
                              State
      any
      exceptions here:

                            
	 	 
	 	 
	 	 


                    

                  

                

              

            

          

        

      

    

     

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

     

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

     

    Certain
legal consequences arise from being named as a Selling Securityholder in the
Registration Statement and related prospectus.  Accordingly, the
undersigned is advised to consult their own securities law counsel regarding the
consequence of being named or not being named as a Selling Securityholder in the
Registration Statement and the related prospectus.

     

    By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to items 1 through 6 and the inclusion of such
information in the Registration Statement and the related
prospectus.  The undersigned understands that such information will be
relied upon by the Company in connection with the preparation or amendment of
the Registration Statement and the related prospectus.  The
undersigned hereby elects to include the Registrable Securities owned by it and
listed above in item 3 (unless otherwise specified in item 3) in the
Registration Statement.

     

    
      
        Annex
B

         


      

      
        
        

        
          

        

      

      
         


      

    

     

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

     

    
      
        
          
            
              
                
                  
                    	
                            Dated: 

                          	 	 
      	Beneficial
      Owner:	 
	 
      	 	 
      	 
      	 
      	 
	 
      	 	 
      	
                            By:

                          	 
      	 
	 
      	 	 
      	 
      	
                            Name:

                          	 
	 
      	 	 
      	 
      	
                            Title:

                          	 


                  

                

              

            

          

        

      

    

    


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

    


    Pillsbury
Winthrop Shaw Pittman LLP

    2300 N
Street, NW

    Washington,
D.C. 20037

    Facsimile:
(202) 663-8007

    Attn.:
Joseph R. Tiano, Jr., Esq.

     

    
      
        Annex
B