Unassociated Document


    Exhibit
10.1

    


    REGISTRATION
RIGHTS AGREEMENT

    


    THIS REGISTRATION RIGHTS AGREEMENT
(the “Agreement”)
is made as of November 25, 2009 by and
among YI XIN
INTERNATIONAL COPPER, INC. a Delaware corporation (the “Company”), and INVESTORS listed in the
Schedule A hereto (each, an “Investor”).  The
Company may update Schedule A from time to time to reflect changes to the
information therein, including, without limitation, the addition of additional
Investors.

    


    WITNESSETH:

     

    WHEREAS, the Investors are
holders of units of securities consisting of (a) 10% Convertible Notes issued by
the Company due twelve months after the issue date of such note or on the date
on which the Company consummates a registered public offering of its equity
securities as described therein, if earlier (the “Notes”), and (b) five (5) year
Common Stock Purchase Warrants of the Company (the “Warrants”), issued pursuant to
the terms of a Subscription Agreements between each Investor and the Company
(collectively, the “Subscription Agreements”); dated as of the
date hereof, between the Company and each Investor;

    


    WHEREAS, each Note, by its
terms, is convertible at any time after issuance, at the option of the holder,
into the Company common stock, $0.001 par value per share (“Common Stock”), at a
conversion price defined in the Notes;

    


    WHEREAS, each Warrant is
exercisable for Common Stock in accordance with its terms.

    


    WHEREAS, the Company has
agreed with the Investor to grant certain registration rights with respect to
the “Registrable
Securities” (as hereinafter defined);

    


    NOW THEREFORE, in
consideration of the foregoing, the parties agree as follows:

    


    1.           Definitions.  All
capitalized terms not otherwise defined in this Agreement shall have the same
meaning as they are defined in the Subscription Agreements.  In
addition, as used in this Agreement, the following terms shall have the
following meanings:

    


    “1933 Act” shall mean the
Securities Act of 1933, as amended, or any similar federal statute and the rules
and regulations thereunder, all as the same shall be in effect at the
time.


     

    “1934 Act” shall mean the
Securities Exchange Act of 1934, as amended, or any similar federal statute and
the rules and regulations thereunder, all as the same shall be in effect at the
time.

     

    “Best Efforts” or “best efforts” means the
efforts that a prudent person desirous of achieving a result would use in
similar circumstances to ensure that such result is achieved as expeditiously as
practical.


    
      
         


      

      
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    “Conversion
Shares”  shall mean the shares of Common Stock issued or
issuable upon conversion of a Note.

     

    “Commission” or “SEC” shall
mean the United States Securities and Exchange Commission, or any other federal
agency at the time administering the 1933 Act.

     

    “Effective Date” shall mean the
date on which a registration statement filed pursuant to Section 4 is first
deemed effective by the SEC.

     

    “Holder” shall mean the
Investor and any other holder of outstanding Registrable Securities or anyone
who holds outstanding Registrable Securities to whom the registration rights
conferred by this Agreement have been transferred in compliance with this
Agreement.

    


    “Register,” “registered” and “registration” shall refer to a
registration effected by preparing and filing a Registration Statement in
compliance with the 1933 Act, and the declaration or ordering of the
effectiveness of such Registration Statement, and compliance with applicable
state securities laws of such states in which Holders notify the Company of
their intention to offer Registrable Securities.

    


    “Registrable Securities” shall mean all of the
following to the extent the same have not been sold to the public: (i) any and
all of the Warrant Shares; (ii) any and all of the Conversion Shares; (iii) any
shares of capital stock issued in respect of the Warrant Shares or Conversion
Shares referred to in (i) or (ii) above in any reorganization; (iv) any shares
of capital stock issued in respect of the Warrant Shares, Conversion Shares or
capital stock referred to in (i), (ii) or (iii) as a result of a stock split,
stock dividend, recapitalization or combination; or (v) any shares of capital
stock issued in respect of the Warrant Shares, Conversion Shares or capital
stock referred to in (i), (ii), (iii) or (iv) as a result of the application of
the anti-dilution provisions of the Common Stock or the
Warrants.  Notwithstanding the foregoing, Registrable Securities shall
not include otherwise Registrable Securities (i) sold by a person in a
transaction in which his rights under this Agreement are not properly assigned;
or (ii) (A) sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction, or (B) sold in a transaction
exempt from the registration and prospectus delivery requirements of the 1933
Act under Section 4(1) thereof so that all transfer restrictions, and
restrictive legends with respect thereto, if any, are removed upon the
consummation of such sale, or (C) the registration rights associated with such
securities have been terminated pursuant to Section 12 of this
Agreement.  Notwithstanding the foregoing, the
Registrable Securities shall cease to be Registrable Securities if and to the
extent that the Holder is able to dispose of all of such Holder’s Registrable Securities (i) in one
three-month period pursuant to the provisions of Rule 144, or (ii)
otherwise pursuant to the provisions of Rule 144(i).

    


    “Rule 144” shall mean Rule 144,
as amended from time to time, under the 1933 Act or any successor or similar
rule as may be enacted by the Commission from time to time, but shall not
include Rule 144A.

    


    “Rule 144A” shall mean Rule
144A under the 1933 Act or any successor or similar rule as may be enacted by
the Commission from time to time, but shall not include Rule
144.


    
      
         


      

      
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    “Warrant Shares” shall mean the
shares of Common Stock issued or issuable upon Exercise of a
Warrant.

    


    2.           Restrictions
on Transferability.  The Registrable Securities shall not be
sold, assigned, transferred or pledged except upon the conditions specified in
applicable Note or Warrant, which conditions are intended to ensure compliance
with the provisions of the 1933 Act. Each Holder will cause any proposed
purchaser, assignee, transferee, or pledgee of the Registrable Securities held
by a Holder to agree to take and hold such securities subject to the provisions
and upon the conditions specified in this Agreement and in the applicable Note
or Warrant.

    


    3.           Restrictive
Legend.  Each certificate representing Registrable Securities
shall (unless otherwise permitted by the provisions of Section 4 below) be
stamped or otherwise imprinted with a legend as provided in Warrant or Note, as
applicable (in addition to any legend required under applicable state securities
laws or otherwise).  Each Holder consents to the Company making a
notation on its records and giving instructions to any transfer agent of the
Registrable Securities in order to implement the restrictions on transfer
established in this Agreement.

    


    4.           Piggyback
Registration.

    


    a.           If
at any time or from time to time, the Company shall determine to register any of
its equity securities (or securities convertible or exchangeable for equity
securities), for its own account or the account of any holders of its Common
Stock, other than (A) a registration relating solely to employee benefit plans,
(B) a registration relating solely to a transaction described in Rule 145 under
the Securities Act (or any successor thereto), (C) a registration statement on
any form (excluding Form S-1, S-3, F-1 or F-3, or their successor forms) for a
limited purpose, the Company will:

    


    i.           give
to each Holder written notice thereof as soon as practicable prior to filing the
Registration Statement; and

    


    ii.          use
its best efforts include in such registration and in any underwriting involved
therein, all the Registrable Securities specified in a written request or
requests (which request or requests shall include the maximum number of
Registrable Securities intended to be disposed of by such Holder and the
intended method of distribution), made within ten (10) days after receipt of
such written notice from the Company, by any Holder or Holders, except as set
forth in subsection 5(b) below.

    


    b.           If
the registration is for a registered public offering involving an underwriting,
the Company shall so advise the Holders as a part of the written notice given
pursuant to Section 5(a)(i).  In such event, the right of any Holder
to registration pursuant to Section 5 shall be conditioned upon such Holder’s
participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall
(together with the Company and the other holders distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such underwriting by the
Company.  Notwithstanding any other provision of this Section 5, it is
anticipated and, by their execution of this Agreement, each Holder acknowledges,
that the managing underwriter(s):


    
      
         


      

      
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    (i)         
may require that each Holder including Registrable Securities in such registered
underwritten public offering agree to “lock up” such Registrable Securities and
refrain from effecting any sale of distribution of such Registrable Securities
for a period of up to one hundred and eighty (180) days following the effective
date of the Registration Statement in respect of such underwritten public
offering by the Company; or

    


    (ii)         may
determine that marketing factors require: (A) either a limitation on the number
of shares to be underwritten, in which event, the managing underwriter(s) may
limit the number of Registrable Securities to be included in the registration
and underwriting; or (B) that all of the
Registrable Securities must be excluded entirely from such underwritten public
offering registration for the Company (provided that no shares held by officers
and directors of the Company, other than Registrable Securities that may be
owned by officers and directors, shall be included in the registration and
underwriting).

    


    (iii)        The
Company shall so advise all Holders and the other holders distributing their
securities through such underwriting pursuant to piggyback registration rights
similar to this Section 4, and the number of shares of Registrable Securities
and other securities that may be included in the registration and underwriting
shall be allocated among all Holders and other holders in proportion, as nearly
as practicable, to the respective amounts of Registrable Securities held by such
Holders and other securities held by other holders at the time of filing the
Registration Statement. If any Holder disapproves of the terms of any such
underwriting, he may elect to withdraw therefrom by written notice to the
Company and the managing underwriter. If, by the withdrawal of such Registrable
Securities, a greater number of Registrable Securities held by other Holders may
be included in such registration (up to the limit imposed by the underwriters),
the Company shall offer to all Holders who have included Registrable Securities
in the registration the right to include additional Registrable Securities. Any
Registrable Securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration.

    


    5.           Expenses
of Registration.  In addition to the fees and expenses
contemplated by Section 4 hereof, all expenses incurred in connection with all
registrations pursuant to Section 4 hereof, including without limitation all
registration, filing and qualification fees, printing expenses, and all fees and
disbursements of counsel for the Company and any reasonable fees for legal
counsel to the Investor and all other Holders of Registrable Securities
(provided that any fees for counsel shall be approved by the Company in writing
in advance if greater then $10,000), and expenses of any special audits of the
Company’s financial statements incidental to or required by such registration,
shall be borne by the Company, except that the Company shall not be required to
pay underwriters’ fees, discounts or commissions relating to Registrable
Securities or fees of a separate legal counsel of a Holder other than the
counsel described above.



    
      
         


      

      
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    6.           Registration
Procedures.  In the case of each registration affected by the
Company pursuant to this Agreement, the Company will keep each Holder
participating therein advised in writing as to the initiation of each
registration and as to the completion thereof. In addition, at its expense the
Company will:

    


    a.           keep
such registration pursuant to Section 5 continuously effective until all of the
securities covered by such Registration Statement have been sold pursuant to
such Registration Statement (or one year, if shorter) or all of the Registrable
Securities covered by such Registration Statement may be sold without
registration under Rule 144 of the 1933 Act;

    


    b.           promptly
prepare and file with the Commission such amendments and supplements to such
Registration Statement and the prospectus used in connection therewith as may be
necessary to comply with the provisions of the 1933 Act, and to keep such
Registration Statement effective for that period of time specified in Section
7(a) above;

    


    c.           furnish
such number of prospectuses and other documents incident thereto as a Holder
from time to time may reasonably request;

    


    d.           use
reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement, or the lifting of any suspension of
the qualification of any of the Registrable Securities for sale in any
jurisdiction, at the earliest possible moment;

    


    e.           use
best efforts to register or qualify such Registrable Securities for offer and
sale under the securities or blue sky laws of such jurisdictions as any Holder
or underwriter reasonably requires, and keep such registration or qualification
effective during the period set forth in Section 7(a) above;

    


    f.           cause
all Registrable Securities covered by such registrations to be eligible to be
listed or quoted on each securities exchange on which similar securities issued
by the Company are then listed or quoted,

    


    g.          enter
into such customary agreements (including underwriting agreements in customary
form) and take all such other actions as the holders of a majority of the
Registrable Securities being sold or the underwriters, if any, reasonably,
request in order to expedite or facilitate the disposition of such Registrable
Securities (including, without limitation, effecting a stock split or a
combination of shares);

    


    h.           make
available for inspection upon reasonable request by any seller of Registrable
Securities  and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company’s
officers, directors, employees and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such Registration
Statement;


    
      
         


      

      
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    i.       
    notify each Holder, at any time a prospectus covered by
such Registration Statement is required to be delivered under the 1933 Act, of
the happening of any event of which it has knowledge as a result of which the
prospectus included in such Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; and

    


    j.      
     notify the Holders of Registrable Securities as
promptly as possible (and, in the case of (i)(A) below, not less than three (3)
days prior to such filing, and in the case of (iii) below, on the same day of
receipt by the Company of such notice from the Commission) and (if requested by
any such Person) confirm such notice in writing no later than two (2) Business
Days following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to the Registration Statement is filed; (B) when the
Commission notifies the Company whether there will be a "review" of such
Registration Statement and whenever the Commission comments in writing on such
Registration Statement and (C) with respect to the 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 the Registration Statement or Prospectus or for
additional information; (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable Securities or the initiation or threatening of any
Proceedings for that purpose; and (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.

    


    8.           Indemnification.

    


    a.           In
the event of a registration of any of the Registrable Securities under the 1933
Act pursuant to Section 5 of this Agreement, the Company will indemnify and hold
harmless each Holder of such Registrable Securities thereunder and each other
person, if any, who controls such Holder within the meaning of the 1933 Act,
against any losses, claims, damages or liabilities, joint or several, to which
such Holder, underwriter or controlling person may become subject under the 1933
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any Registration
Statement under which such Registrable Securities were registered under the 1933
Act, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or any
violation by the Company of any rule or regulation promulgated under the 1933
Act or any state securities law applicable to the Company and relating to action
or inaction required of the Company in connection with any such registration,
and will reimburse each such Holder, each of its officers, directors and
partners, and each person controlling such Holder, each such underwriter and
each person who controls any such underwriter, for any reasonable legal and any
other expenses incurred in connection with investigating, defending or settling
any such claim, loss, damage, liability or action, provided that the Company
will not be liable in any such case to the extent that any such claim, loss,
damage or liability arises out of or is based on any untrue statement or
omission based upon written information furnished to the Company by an
instrument duly executed by such Holder or underwriter specifically for use
therein.


    
      
         


      

      
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    b.           Each
Holder will, if Registrable Securities held by or issuable to such Holder are
included in the securities as to which such registration is being effected,
indemnify and hold harmless the Company, each of its directors and officers,
each underwriter, if any, of the Company’s securities covered by such a
Registration Statement, each person who controls the Company and each
underwriter within the meaning of the 1933 Act, and each other such Holder, each
of its officers, directors and partners and each person controlling such Holder,
against all claims, losses, expenses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such Registration
Statement, prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
the Company, such Holders, such directors, officers, partners, persons or
underwriters for any reasonable legal or any other expenses incurred in
connection with investigating, defending or settling any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such Registration Statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holder
specifically for use therein; provided, however, the total amount for
which any Holder, its officers, directors and partners, and any person
controlling such Holder, shall be liable under this Section 8(b) shall not in
any event exceed the aggregate proceeds received by such Holder from the sale of
Registrable Securities sold by such Holder in such registration.

    


    c.           Each
party entitled to indemnification under this Section 8 (the “Indemnified Party”) shall give
notice to the party required to provide indemnification (the “Indemnifying Party”) promptly
after such Indemnified Party has actual knowledge of any claims as to which
indemnity may be sought, and shall permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting therefrom, provided that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or litigation, shall be approved by the Indemnified Party (whose approval shall
not be unreasonably withheld), and the Indemnified Party may participate in such
defense at such party’s expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations hereunder, unless such failure resulted in
actual detriment to the Indemnifying Party. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect of such claim or litigation.

    


    d.           Notwithstanding
the foregoing, to the extent that the provisions on indemnification contained in
the underwriting agreements entered into among the selling Holders, the Company
and the underwriters in connection with the underwritten public offering are in
conflict with the foregoing provisions, the provisions in the underwriting
agreement shall be controlling as to the Registrable Securities included in the
public offering;


    
      
         


      

      
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    e.           If
the indemnification provided for in this Section 8 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any loss, liability, claim, damage or expense referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such loss, liability, claim, damage or expense in such proportion as
is appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other hand in connection with
the statements or omissions which resulted in such loss, liability, claim,
damage or expense as well as any other relevant equitable considerations. The
relevant fault of the indemnifying party and the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. Notwithstanding
the foregoing, the amount any Holder shall be obligated to contribute pursuant
to this Section 8(e) shall be limited to an amount equal to the proceeds to such
Holder of the Restricted Securities sold pursuant to the Registration Statement
which gives rise to such obligation to contribute (less the aggregate amount of
any damages which the Holder has otherwise been required to pay in respect of
such loss, claim, damage, liability or action or any substantially similar loss,
claim, damage, liability or action arising from the sale of such Restricted
Securities).

    


    f.           The
indemnification provided by this Section 8 shall be a continuing right to
indemnification and shall survive the registration and sale of any securities by
any Person entitled to indemnification hereunder and the expiration or
termination of this Agreement.

    


    9.           Information
by Holder.  The Holder or Holders of Registrable Securities
included in any registration shall promptly furnish to the Company such
information regarding such Holder or Holders and the distribution proposed by
such Holder or Holders as the Company may reasonably request in writing and as
shall be required in connection with any registration referred to
herein.

    


    10.         Rule 144
Reporting.  With a view to making available to Holders of
Registrable Securities the benefits of certain rules and regulations of the SEC
which may permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its commercially reasonable efforts to,
at all times after June 30, 2010 (a) make and keep public information available,
as those terms are understood and defined by Rule 144, and (b) file with the
Commission all reports and other documents required of the Company under the
1933 Act and the 1934 Act so long as the Company remains subject to such
requirements.

    


    11.         Transfer
of Registration Rights.  The rights to cause the Company to
register Registrable Securities of a Holder and keep information available to a
Holder by the Company under Section 10 of this Agreement may be assigned by a
Holder to any partner or shareholder of such Holder, to any other Holder, or to
a transferee or assignee; provided that such Holder shall have notified the
Company of the proposed disposition and shall have furnished the Company with a
detailed statement of the circumstances surrounding the proposed disposition,
including the name and address of the transferee or assignee and identifying the
Registrable Securities with respect to which such registration rights are being
transferred or assigned.


    
      
         


      

      
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    12.         Termination
of Rights.  The rights of any particular Holder to cause the
Company to register securities under Section 5 or Section 6 of this Agreement
shall terminate with respect to such Holder at such time that such Holder is
able to dispose of all of such Holder’s Registrable Securities (i) in one
three-month period pursuant to the provisions of Rule 144, provided that such
Holder holds not more than one percent (1%) of the outstanding voting stock of
the Company, or (ii) otherwise pursuant to the provisions of Rule
144.

    


    13.         Remedies
upon Default or Delay.  Without limitation of any other remedy
available to a Holder under applicable law or otherwise, if the Company shall
(1) fail to register Registrable Securities after it shall have been requested
to do so by a Holder or otherwise required to do so in accordance with Section 5
of this Agreement, or (2) fail to perform any of its obligations hereunder and
as a result of such failure Holders have not been able to sell their Registrable
Securities, or (3) act or fail to act in any manner such that one or more
Holders have been delayed in the sale of their Registrable Securities, which
delay is not expressly permitted by this Agreement, then any Holder adversely
affected by such action, failure or delay shall be entitled to the relief set
forth in Section 5 above.

    


    14.         Miscellaneous.

    


    a.           Amendments. This
Agreement may be amended only by a writing signed by the Holders of a majority
of the Registrable Securities, as constituted from time to time. The Holders
hereby consent to future amendments to this Agreement that permit future
investors, other than employees, officers or directors of the Company, to be
made parties hereto and to become Holders of Registrable Securities; provided, however, that no such future
amendment (even if approved by Holders of a majority of the Registrable
Securities), may materially impair or adversely affect the rights of the Holders
hereunder without obtaining the requisite consent of the effected Holders, as
set forth above. For purposes of this Section, Registrable Securities held by
the Company or beneficially owned by any officer or employee of the Company
shall be disregarded and deemed not to be outstanding.

    


    b.           Counterparts. This
Agreement may be executed in any number of counterparts, all of which shall
constitute a single instrument.

    


    c.           Notices, Etc. All
notices and other communications required or permitted hereunder shall be in
writing and may be sent initially by facsimile transmission and shall be mailed
by registered or certified mail, postage prepaid, or otherwise delivered by hand
or by messenger, addressed (x) if to the Company to: Yi Xin International
Copper, Inc., No. 1 Guiba Road, Guixi District, Yingtan City, 335419 Jiangxi
Province, the People's Republic of China, Attn:  Chief Executive
Officer, telecopier number (86) (701) 333-8888, with a copy by telecopier only
to: Blank Rome, LLP, 405 Lexington Ave., 24th Floor,
New York, NY 10174, Attn.: Jeffrey A. Rinde, Esq., telecopier number: (917)
332-3009, and (y) if to the Holder, to the one or more addresses and facsimile
numbers provided in the Subscription Agreement, or any other address or
facsimile number provided by the Holder in a manner consistent with this Section
14 after the date hereof..  Each such notice or other communication
shall for all purposes of this Agreement be treated as effective or having been
given when delivered if delivered personally, or, if sent by first class,
postage prepaid mail, at the earlier of its receipt or seventy-two (72) hours
after the same has been deposited in a regularly maintained receptacle for the
deposit of the United States mail, addressed and mailed as
aforesaid.


    
      
         


      

      
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    d.           Severability. If any
provision of this Agreement shall be held to be illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability shall attach only
to such provision and shall not in any manner affect or render illegal, invalid
or unenforceable any other provision of this Agreement, and this Agreement shall
be carried out as if any such illegal, invalid or unenforceable provision were
not contained herein.

    


    15.      Governing Law; Consent to
Jurisdiction; Waiver of Jury Trial.

    


    a.            This
Agreement shall be governed by, and construed in accordance with, the internal
laws  of the State of
New York without regard to the choice of law principles thereof.  Each
of the parties hereto irrevocably submits to the exclusive jurisdiction of the
courts of the State of New York located in New York County and the United States
District Court for the Southern District of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this
Agreement and the transactions contemplated hereby.  Service of
process in connection with any such suit, action or proceeding may be served on
each party hereto anywhere in the world by the same methods as are specified for
the giving of notices under this Agreement.  Each of the parties
hereto irrevocably consents to the jurisdiction of any such court in any such
suit, action or proceeding and to the laying of venue in such
court.  Each party hereto irrevocably waives any objection to the
laying of venue of any such suit, action or proceeding brought in such courts
and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY
RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.

    


    b.            Each
party shall bear its own expenses in any litigation conducted under this
section.

    


    c.            The Company consents to accept service
of process by the certified mail, return receipt  requested in the event of
litigation. The Company further consents to accept service of process via
recognized international courier in the case that the Company is not able to
accept service by the certified mail provided a receipt of delivery is
available.

    


    16.       Facsimile
Signature.  This Agreement
may be executed and delivered to the Investor containing a facsimile signature
of an executive officer of the Company; which facsimile signature the Company
acknowledges and agrees shall have the same validity and enforceability as those
the same were a ribbon original signature.


    
      
         


      

      
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    17.        Additional
Investors.  From time to time, additional Investors party to a
Subscription Agreement may become a party to this Agreement upon execution of a
counterpart signature page to this Agreement.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed on the day and year first above
written.

     

    
      
        
          
            	 	
                    THE
      COMPANY:

                  	 
	 	 
      	 
	 	
                    YI
      XI INTERNATIONAL COPPER, INC.

                  	 
	 	 
      	 
      	 
	 	
                    By:

                  	
                               

                  	 
	 	
                    Name:

                  	 
      	 
	 	
                    Title:

                  	 
      	 


          

        

      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    Investor signature page to Registration
Rights Agreement

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed on the day and year first above
written.

    


    
      
        
          
            
              	
                      Address
      of Investor:

                    	Name
      of Investor:	 
	 
      	 
      	 
      	 
	 
      	
                      By:

                    	
                             

                    	 
	 
      	 
      	
                             

                    	 


            

          

        

      

    


    
      
         


      

      
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