Unassociated Document


    
      EXHIBIT
        4.9

       

      SERIES
        J - REGISTRATION RIGHTS AGREEMENT

       

      This
        Series J Registration Rights Agreement (this “Agreement”)
        is
        made and entered into as of October 3, 2007, by and among Victory Divide
        Mining
        Company, a Nevada corporation (the “Company”),
        and
        the holders listed on Schedule I hereto (the “Holders”).

       

      This
        Agreement is being entered into pursuant to the Series A Convertible Preferred
        Stock Purchase Agreement dated as of the date hereof among the Company and
        the
        Holders (the “Purchase
        Agreement”).

       

      The
        Company and the Holders hereby agree as follows:

       

      
        	 	
                1.

              	
                Definitions.

              


      

       

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

       

      “Additional
        Filing Date”
shall
        mean the thirtieth (30th)
        day
        following the date on which the Company is permitted by the Commission to
        file a
        subsequent registration statement under the Securities Act covering the resale
        of any Registrable Securities that were omitted from any prior Registration
        Statement(s); provided
        that if
        any Additional Filing Date falls on a Saturday, Sunday or any other day which
        shall be a legal holiday or a day on which the Commission is authorized by
        law
        or other government actions to close, the Additional Filing Date shall be
        the
        following Business Day.

       

      “Affiliate”
means,
        with respect to any Person, any other Person that directly or indirectly
        controls or is controlled by or under common control with such Person. For
        the
        purposes of this definition, “control,” when used with respect to any Person,
        means the possession, direct or indirect, of the power to direct or cause
        the
        direction of the management and policies of such Person, whether through
        the
        ownership of voting securities, by contract or otherwise; and the terms of
        “affiliated,”
        “controlling”
and
        “controlled”
have
        meanings correlative to the foregoing.

       

      “Board”
shall
        have meaning set forth in Section 3(n).

       

      “Business
        Day”
means
        any day except Saturday, Sunday and any day which shall be a legal holiday
        or a
        day on which banking institutions in the state of New York generally are
        authorized or required by law or other government actions to close.

       

      “Exercise
        Date”
means
        the date of the exercise of any or all of the Series J Warrant into shares
        of
        Preferred Stock. 

       

      “Commission”
means
        the Securities and Exchange Commission.


      
        
          
          

        

        
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      “Common
        Stock”
means
        the Company’s Common Stock, par value $0.001 per share.

       

      “Demand
        Notice”
shall
        have the meaning set forth in Section 2.

       

      “Effectiveness
        Date”
means,
        with respect to any Registration Statement the earlier of (A) the one hundred
        twentieth (120th)
        day
        following the Filing Date or any Additional Filing Dates, as applicable,
        or (B)
        in the event the Registration Statement receives a “full review” by the
        Commission, the one hundred fiftieth (150th)
        day
        following the Filing Date or any Additional Filing Dates, as applicable,
        which
        shall be extended for an additional thirty (30) days in the event the Commission
        provides comments solely on the issues related to Rule 415, or (C) the date
        which is within three (3) Business Days after the date on which the Commission
        informs the Company the (i) the Commission will not review a Registration
        Statement or (ii) the Company may request the acceleration of the effectiveness
        of a Registration Statement and the Company makes such request; provided,
        that,
        if the Effectiveness Date falls on a Saturday, Sunday or any other day which
        shall be a legal holiday or a day on which the Commission is authorized or
        required by law or other government actions to close, the Effectiveness Date
        shall be the following Business Day.

       

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

       

      “Event”
shall
        have the meaning set forth in Section 7(e).

       

      “Event
        Date”
shall
        have the meaning set forth in Section 7(e).

       

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

       

      “Filing
        Date”
means,
        the thirtieth (30th)
        day
        following the date on which a Demand Notice is received by the Company;
provided,
        that,
        if the Filing Date falls on a Saturday, Sunday or any other day which shall
        be a
        legal holiday or a day on which the Commission is authorized or required
        by law
        or other government actions to close, the Filing Date shall be the following
        Business Day.

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

        
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      “Preferred
        Stock”
means
        shares of the Company’s Series B Convertible Preferred Stock issuable to the
        Holders upon exercise of the Series J Warrant.

       

      “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 in such
        Prospectus.

       

      “Registrable
        Securities”
means
        (i) the shares of Common Stock issuable upon conversion of the Preferred
        Stock
        (“Conversion Shares”), and (ii) the shares of common stock issuable upon
        exercise of the Warrants (collectively, the “Warrant Shares”).

       

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

       

      “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
        158”
means
        Rule 158 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.

       

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

       

      “Series
        J Warrant”
means
        the Series J Warrant of the Company dated October 3, 2007.


      
        
          
          

        

        
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      “Special
        Counsel”
means
        Loeb & Loeb LLP, for which the Holders will be reimbursed by the Company
        pursuant to Section 4.

       

      “Warrants”
means
        the Series C and Series D warrants to purchase shares of Common Stock issued
        to
        the Holders upon exercise of the Series J Warrant. 

       

      2. Demand
        Registrations. 

       

      (a) At
        any
        time following the Exercise Date (the “Permitted
        Request Date”),
        (i) a
        Holder or Holders owning 25% or more in interest of the Registrable Securities
        (the “Initiating
        Holders”)
        may
        request that the Company file a Registration Statement providing for the
        resale
        of all Registrable Securities then held by the Initiating Holders by giving
        written notice (a “Demand
        Notice”)
        of
        such demand to the Company. The Demand Notice shall describe the number of
        Registrable Securities intended to be disposed of and the intended method
        of
        disposition. The Company shall then prepare and file with the Commission
        a
“resale” Registration Statement providing for the resale of all Registrable
        Securities included in the Demand Notice for an offering to be made on a
        continuous basis pursuant to Rule 415. Such Registration Statement shall
        be on
        Form SB-2 (except if the Company is not then eligible to register for resale
        such Registrable Securities on Form SB-2, in which case such registrations
        shall
        be on another appropriate form in accordance herewith and the Securities
        Act and
        the rules promulgated thereunder). Such Registration Statement shall cover
        to
        the extent allowable under the Securities Act and the rules promulgated
        thereunder (including Rules 415 and 416), such indeterminate number of
        additional shares of Common Stock resulting from stock splits, stock dividends
        or similar transactions with respect to the Registrable Securities. The Company
        shall (i) not permit any securities other than the Registrable Securities
        to be
        included in any such Registration Statement and (ii) use its reasonable best
        efforts to cause any such Registration Statement to be declared effective
        under
        the Securities Act as promptly as possible after the filing thereof, but
        in any
        event prior to the applicable Effectiveness Date, and to keep any such
        Registration Statement continuously effective under the Securities Act until
        such date as is the earlier of (x) the date when all Registrable Securities
        covered by such Registration Statement have been sold or (y) the date on
        which
        the Registrable Securities may be sold without any restriction pursuant to
        Rule
        144(k) as determined by the counsel to the Company pursuant to a written
        opinion
        letter, addressed to the Company’s transfer agent to such effect (the
“Effectiveness
        Period”).
        The
        Company shall request that the effective time of any such Registration Statement
        is 5:00 p.m. Eastern Time on the effective date. 

       

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


      
        
          
          

        

        
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                3.

              	
                Registration
                  Procedures.

              


      

       

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

       

      (a) Prepare
        and file with the Commission, on or prior to each of the Filing Date and
        each
        Additional Filing Date, a Registration Statement on Form SB-2 (or if the
        Company
        is not then eligible to register for resale the Registrable Securities on
        Form
        SB-2 such registration shall be on another appropriate form in accordance
        herewith and the Securities Act and the rules promulgated thereunder) in
        accordance with the plan of distribution as set forth on Exhibit
        A
        hereto
        and in accordance with applicable law, and cause such Registration Statement
        to
        become effective and remain effective as provided herein; provided,
        however,
        that
        not less than five (5) Business Days prior to the filing of such Registration
        Statement or any related Prospectus or any amendment or supplement thereto,
        the
        Company shall (i) furnish to the Holders and any Special Counsel, copies
        of all
        such documents proposed to be filed, which documents will be subject to the
        review of such Holders and such Special Counsel, and (ii) cause its officers
        and
        directors, counsel and independent certified public accountants to respond
        to
        such inquiries as shall be necessary, in the reasonable opinion of Special
        Counsel, to conduct a reasonable review of such documents. The Company shall
        not
        file any Registration Statement or any such Prospectus or any amendments
        or
        supplements thereto to which the Holders of a majority of the Registrable
        Securities or any Special Counsel shall reasonably object in writing within
        three (3) Business Days of their receipt thereof.

       

      (b) (i)
        Prepare and file with the Commission such amendments, including post-effective
        amendments, to each Registration Statement as may be necessary to keep such
        Registration Statement continuously effective as to the applicable Registrable
        Securities for the applicable Effectiveness Period and prepare and file with
        the
        Commission such additional Registration Statements as necessary in order
        to
        register for resale under the Securities Act all of the Registrable Securities;
        (ii) cause any 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 (or any similar provisions then in force) promulgated under the
        Securities Act; (iii) respond as promptly as possible, but in no event later
        than ten (10) Business Days, to any comments received from the Commission
        with
        respect to any such Registration Statement or any amendment thereto and as
        promptly as possible provide the Holders true and complete copies of all
        correspondence from and to the Commission relating to any such Registration
        Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities
        Act no later than 9:00 a.m. Eastern Time on the Business Day following the
        date
        any such Registration Statement is declared effective by the Commission;
        and (v)
        comply in all material respects with the provisions of the Securities Act
        and
        the Exchange Act with respect to the disposition of all Registrable Securities
        covered by any such Registration Statement during the Effectiveness Period
        in
        accordance with the intended methods of disposition by the Holders thereof
        set
        forth in such Registration Statement as so amended or in such Prospectus
        as so
        supplemented.


      
        
          
          

        

        
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      (c) Notify
        the Holders of Registrable Securities and any Special Counsel as promptly
        as
        possible (and, in the case of (i)(A) below, not less than three (3) Business
        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 one (1) Business
        Day following the day (i)(A) when a Prospectus or any Prospectus supplement
        or
        post-effective amendment to any 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 any 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 any Registration Statement or Prospectus
        or for
        additional information; (iii) of the issuance by the Commission of any stop
        order suspending the effectiveness of any Registration Statement covering
        any or
        all of the Registrable Securities or the initiation or threatening of any
        Proceedings for that purpose; (iv) if at any time any of the representations
        and
        warranties of the Company contained in any agreement contemplated hereby
        ceases
        to be true and correct in all material respects; (v) 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 (vi) of the occurrence of any event that makes any statement
        made
        in any 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 any 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 the light of the circumstances under which
        they
        were made, not misleading.

       

      (d) Use
        its
        best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
        of,
        as promptly as possible, (i) any order suspending the effectiveness of any
        such
        Registration Statement or (ii) any suspension of the qualification (or exemption
        from qualification) of any of the Registrable Securities for sale in any
        jurisdiction.

       

      (e) If
        requested by the Holders of a majority in interest of the Registrable
        Securities, (i) promptly incorporate in a Prospectus supplement or
        post-effective amendment to any Registration Statement such information as
        the
        Company reasonably agrees should be included therein and (ii) make all required
        filings of such Prospectus supplement or such post-effective amendment as
        soon
        as practicable after the Company has received notification of the matters
        to be
        incorporated in such Prospectus supplement or post-effective
        amendment.


      
        
          
          

        

        
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      (f) If
        requested by any Holder, furnish to such Holder and any Special Counsel,
        without
        charge, at least one conformed copy of each Registration Statement and each
        amendment thereto, including financial statements and schedules, all documents
        incorporated or deemed to be incorporated therein by reference, and all exhibits
        to the extent requested by such Person (including those previously furnished
        or
        incorporated by reference) promptly after the filing of such documents with
        the
        Commission.

       

      (g) Promptly
        deliver to each Holder and any Special Counsel, without charge, as many copies
        of the Prospectus or Prospectuses (including each form of prospectus) and
        each
        amendment or supplement thereto as such Persons may reasonably request; and
        subject to the provisions of Sections 3(m) and 3(n), 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.

       

      (h) Prior
        to
        any public offering of Registrable Securities, use its best efforts to register
        or qualify or cooperate with the selling Holders and any Special Counsel
        in
        connection with the registration or qualification (or exemption from such
        registration or qualification) of such Registrable Securities for offer and
        sale
        under the securities or Blue Sky laws of such jurisdictions within the United
        States as any Holder requests in writing, 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
        a
        Registration Statement; provided,
        however,
        that
        the Company shall not be required to qualify generally to do business in
        any
        jurisdiction where it is not then so qualified or to take any action that
        would
        subject it to general service of process in any such jurisdiction where it
        is
        not then so subject or subject the Company to any material tax in any such
        jurisdiction where it is not then so subject.

       

      (i) Cooperate
        with the Holders to facilitate the timely preparation and delivery of
        certificates representing Registrable Securities to be sold pursuant to a
        Registration Statement, which certificates, to the extent permitted by the
        Purchase Agreement and applicable federal and state securities laws, shall
        be
        free of all restrictive legends, and to enable such Registrable Securities
        to be
        in such denominations and registered in such names as any Holder may request
        in
        connection with any sale of Registrable Securities.

       

      (j) Upon
        the
        occurrence of any event contemplated by Section 3(c)(vi), as promptly as
        possible, prepare a supplement or amendment, including a post-effective
        amendment, to a Registration Statement or a supplement to the related Prospectus
        or any document incorporated or deemed to be incorporated therein by reference,
        and file any other required document so that, as thereafter delivered, neither
        such Registration Statement nor such Prospectus will contain an untrue statement
        of a material fact or omit to state a material fact required to be stated
        therein or necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading.

       

      (k) Use
        its
        best efforts to cause all Registrable Securities relating to any Registration
        Statement to be listed or quoted on the OTC Bulletin Board or any other
        securities exchange, quotation system or market, if any, on which similar
        securities issued by the Company are then listed or traded as and when required
        pursuant to the Purchase Agreement.


      
        
          
          

        

        
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      (l) Comply
        in
        all material respects with all applicable rules and regulations of the
        Commission and make generally available to its security holders all documents
        filed or required to be filed with the Commission, including, but not limited,
        to, earning statements satisfying the provisions of Section 11(a) of the
        Securities Act and Rule 158 not later than 45 days after the end of any three
        month period (or 90 days after the end of any 12-month period if such period
        is
        a fiscal year) commencing on the first day of the first fiscal quarter of
        the
        Company after the effective date of each of the Registration Statements,
        which
        statement shall conform to the requirements of Rule 158.

       

      (m) The
        Company may require each selling Holder to furnish to the Company information
        regarding such Holder and the distribution of such Registrable Securities
        as is
        required by law to be disclosed in any Registration Statement, Prospectus,
        or
        any amendment or supplement thereto, and the Company may exclude from such
        registration the Registrable Securities of any such Holder who unreasonably
        fails to furnish such information within a reasonable time after receiving
        such
        request.

       

      If
        any
        Registration Statement refers to any Holder by name or otherwise as the holder
        of any securities of the Company, then such Holder shall have the right to
        require (if such reference to such Holder by name or otherwise is not required
        by the Securities Act or any similar federal statute then in force) the deletion
        of the reference to such Holder in any amendment or supplement to such
        Registration Statement filed or prepared subsequent to the time that such
        reference ceases to be required.

       

      Each
        Holder covenants and agrees that it will not sell any Registrable Securities
        under any Registration Statement until the Company has electronically filed
        the
        Prospectus as then amended or supplemented as contemplated in Section 3(g)
        and
        notice from the Company that such Registration Statement and any post-effective
        amendments thereto have become effective as contemplated by Section
        3(c).

       

      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)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or
        3(n),
        such Holder will forthwith discontinue disposition of such Registrable
        Securities under a Registration Statement until such Holder’s receipt of the
        copies of the supplemented Prospectus and/or amended Registration Statement
        contemplated by Section 3(j), or until it is advised in writing 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.

       

      (n) If
        (i)
        there is material non-public information regarding the Company which the
        Company’s Board of Directors (the “Board”)
        determines not to be in the Company’s best interest to disclose and which the
        Company is not otherwise required to disclose, (ii) there is a significant
        business opportunity (including, but not limited to, the acquisition or
        disposition of assets (other than in the ordinary course of business) or
        any
        merger, consolidation, tender offer or other similar transaction) available
        to
        the Company which the Board determines not to be in the Company’s best interest
        to disclose, or (iii) the Company is required to file a post-effective amendment
        to a Registration Statement to incorporate the Company’s quarterly and annual
        reports and audited financial statements on Forms 10-QSB and 10-KSB, then
        the
        Company may (x) postpone or suspend filing of a registration statement for
        a
        period not to exceed thirty (30) consecutive days or (y) postpone or suspend
        effectiveness of a registration statement for a period not to exceed twenty
        (20)
        consecutive days; provided,
        that
        the Company may not postpone or suspend effectiveness of a registration
        statement under this Section 3(n) for more than forty-five (45) days in the
        aggregate during any three hundred sixty (360) day period; provided,
        however,
        that no
        such postponement or suspension shall be permitted for consecutive twenty
        (20)
        day periods arising out of the same set of facts, circumstances or
        transactions.


      
        
          
          

        

        
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                4.

              	
                RegistrationExpenses.

              


      

       

      All
        fees
        and expenses incident to the performance of or compliance with this Agreement
        by
        the Company, except as and to the extent specified in this Section 4, shall
        be
        borne by the Company whether or not a Registration Statement is filed or
        becomes
        effective and whether or not any Registrable Securities are sold pursuant
        to
        such 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 the OTC Bulletin Board and each other securities
        exchange or market on which Registrable Securities are required hereunder
        to be
        listed, if any, (B) with respect to filing fees required to be paid to the
        National Association of Securities Dealers, Inc. and the NASD Regulation,
        Inc.
        (including, without limitation, pursuant to NASD Rule 2710) and (C) in
        compliance with state securities or Blue Sky laws (including, without
        limitation, fees and disbursements of counsel for the Holders in connection
        with
        Blue Sky qualifications of the Registrable Securities and determination of
        the
        eligibility of the Registrable Securities for investment under the laws of
        such
        jurisdictions as the Holders of a majority of Registrable Securities may
        designate)), (ii) printing expenses (including, without limitation, expenses
        of
        printing certificates for Registrable Securities and of printing prospectuses
        if
        the printing of prospectuses is requested by the holders of a majority of
        the
        Registrable Securities included in a Registration Statement), (iii) messenger,
        telephone and delivery expenses, (iv) fees and disbursements of counsel for
        the
        Company and Special Counsel for the Holders, in the case of the Special Counsel,
        up to a maximum amount of $7,500, (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, including, without limitation,
        the
        Company’s independent public accountants (including the expenses of any comfort
        letters or costs associated with the delivery by independent public accountants
        of a comfort letter or comfort letters). 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,
        the
        fees and expenses incurred in connection with the listing of the Registrable
        Securities on any securities exchange if required hereunder. The Company
        shall
        not be responsible for any discounts, commissions, transfer taxes or other
        similar fees incurred by the Holders in connection with the sale of the
        Registrable Securities.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


       

      
        	 	
                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, managers, partners, members,
        shareholders, agents, brokers, investment advisors 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, costs of preparation
        and attorneys’ fees) and expenses (collectively, “Losses”),
        as
        incurred, arising out of or relating to any violation of securities laws
        or
        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 the light
        of the
        circumstances under which they were made) not misleading, except to the extent,
        but only to the extent, that such untrue statements or omissions are based
        solely upon information regarding such Holder or such other Indemnified Party
        furnished in writing to the Company by such Holder expressly for use therein.
        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.

       

      (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 and employees
        of
        such controlling Persons, to the fullest extent permitted by applicable law,
        from and against all Losses (as determined by a court of competent jurisdiction
        in a final judgment not subject to appeal or review), as incurred, arising
        solely out of or based solely upon any untrue statement of a material fact
        contained in any Registration Statement, any Prospectus, or any form of
        prospectus, or in any amendment or supplement thereto, or arising solely
        out of
        or based solely upon any omission of a material fact required to be stated
        therein or necessary to make the statements therein (in the case of any
        Prospectus or form of prospectus or supplement thereto, in the light of the
        circumstances under which they were made) not misleading, to the extent,
        but
        only to the extent, that such untrue statement or omission is contained in
        any
        information so furnished in writing by such Holder or other Indemnifying
        Party
        to the Company specifically for inclusion in any Registration Statement or
        such
        Prospectus. Notwithstanding anything to the contrary contained herein, each
        Holder shall be liable under this Section 5(b) for only that amount as does
        not
        exceed the net proceeds to such Holder as a result of the sale of Registrable
        Securities pursuant to such Registration Statement.

       

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


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


       

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

       

      All
        fees
        and expenses of the Indemnified Party (including reasonable fees and expenses
        to
        the extent incurred in connection with investigating or preparing to defend
        such
        Proceeding in a manner not inconsistent with this Section) shall be paid
        to the
        Indemnified Party, as incurred, within ten (10) Business 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 Indemnified Party shall 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 due but unavailable
        to
        an Indemnified Party because of a failure or refusal of a governmental authority
        to enforce such indemnification in accordance with its terms (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 benefits received by the Indemnifying
        Party on the one hand and the Indemnified Party on the other from the offering
        of the Preferred Stock and the Warrants. If, but only if, the allocation
        provided by the foregoing sentence is not permitted by applicable law, the
        allocation of contribution shall be made in such proportion as is appropriate
        to
        reflect not only the relative benefits referred to in the foregoing sentence
        but
        also the relative fault, as applicable, 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. In no event shall any selling Holder
        be
        required to contribute an amount under this Section 5(d) in excess of the
        net
        proceeds received by such Holder upon the sale of such Holder’s Registrable
        Securities pursuant to a Registration Statement giving rise to such contribution
        obligation.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


       

      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. No Person
        guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
        of
        the Securities Act) shall be entitled to contribution from any Person who
        was
        not guilty of such fraudulent misrepresentation.

       

      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 pursuant to the law.

       

      
        	 	
                6.

              	
                Rule
                  144.

              


      

       

      As
        long
        as any Holder owns Preferred Stock, Warrants or Registrable Securities, the
        Company covenants to timely file (or obtain extensions in respect thereof
        and
        file within the applicable grace period) all reports required to be filed
        by the
        Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
        Act. As long as any Holder owns Preferred Stock, Warrants or Registrable
        Securities, if the Company is not required to file reports pursuant to Section
        13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders
        and make publicly available in accordance with Rule 144(c) promulgated under
        the
        Securities Act annual and quarterly financial statements, together with a
        discussion and analysis of such financial statements in form and substance
        substantially similar to those that would otherwise be required to be included
        in reports required by Section 13(a) or 15(d) of the Exchange Act, as well
        as
        any other information required thereby, in the time period that such filings
        would have been required to have been made under the Exchange Act. The Company
        further covenants that it will take such further action as any Holder may
        reasonably request, all to the extent required from time to time to enable
        such
        Person to sell Conversion Shares and Warrant Shares without registration under
        the Securities Act within the limitation of the exemptions provided by Rule
        144
        promulgated under the Securities Act, including providing any legal opinions
        reasonably requested relating to such sale pursuant to Rule 144. Upon the
        request of any Holder, the Company shall deliver to such Holder a written
        certification of a duly authorized officer as to whether it has complied
        with
        such requirements.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


       

      
        	 	
                7.

              	
                Miscellaneous.

              


      

       

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

       

      (b) No
        Inconsistent Agreements.
        Neither
        the Company nor any of its subsidiaries has, as of the date hereof entered
        into
        and currently in effect, nor shall the Company or any of its subsidiaries,
        on or
        after the date of this Agreement, enter into any agreement with respect to
        its
        securities that is inconsistent with the rights granted to the Holders in
        this
        Agreement or otherwise conflicts with the provisions hereof. Except as disclosed
        on Schedule 2.1(c) of the Purchase Agreement or Schedule II hereto, neither
        the
        Company nor any of its subsidiaries has previously entered into any agreement
        currently in effect granting any registration rights with respect to any
        of its
        securities to any Person, except for the Registration Rights Agreement entered
        into as of even date herewith, under the Purchase Agreement. Without limiting
        the generality of the foregoing, without the written consent of the Holders
        of a
        majority of the then outstanding Registrable Securities, the Company shall
        not
        grant to any Person the right to request the Company to register any securities
        of the Company under the Securities Act unless the rights so granted are
        subject
        in all respects to the prior rights in full of the Holders set forth herein,
        and
        are not otherwise in conflict with the provisions of this
        Agreement.

       

      (c) No
        Piggyback on Registrations.
        Neither
        the Company nor any of its security holders (other than the Holders in such
        capacity pursuant hereto) may include securities of the Company in any
        Registration Statement, and the Company shall not after the date hereof enter
        into any agreement providing such right to any of its securityholders, unless
        the right so granted is subject in all respects to the prior rights in full
        of
        the Holders set forth herein, and is not otherwise in conflict with the
        provisions of this Agreement.

       

      (d) Piggy-Back
        Registrations.
        If at
        any time when there is not an effective Registration Statement providing
        for the
        resale of all of the Registrable Securities, the Company shall determine
        to
        prepare and file with the Commission a registration statement relating to
        an
        offering for its own account or the account of others under the Securities
        Act
        of any of its equity securities, other than on Form S-4 or Form S-8 (each
        as
        promulgated under the Securities Act) or their then equivalents relating
        to
        equity securities to be issued solely in connection with any acquisition
        of any
        entity or business or equity securities issuable in connection with stock
        option
        or other employee benefit plans, the Company shall send to each holder of
        Registrable Securities written notice of such determination and, if within
        thirty (30) days after receipt of such notice, or within such shorter period
        of
        time as may be specified by the Company in such written notice as may be
        necessary for the Company to comply with its obligations with respect to
        the
        timing of the filing of such registration statement, any such holder shall
        so
        request in writing, (which request shall specify the Registrable Securities
        intended to be disposed of by the Holders), the Company will cause the
        registration under the Securities Act of all Registrable Securities which
        the
        Company has been so requested to register by the holder, to the extent requisite
        to permit the disposition of the Registrable Securities so to be registered,
        provided that if at any time after giving written notice of its intention
        to
        register any securities and prior to the effective date of the registration
        statement filed in connection with such registration, the Company shall
        determine for any reason not to register or to delay registration of such
        securities, the Company may, at its election, give written notice of such
        determination to such holder and, thereupon, (i) in the case of a determination
        not to register, shall be relieved of its obligation to register any Registrable
        Securities in connection with such registration (but not from its obligation
        to
        pay expenses in accordance with Section 4 hereof), and (ii) in the case of
        a
        determination to delay registering, shall be permitted to delay registering
        any
        Registrable Securities being registered pursuant to this Section 7(d) for
        the
        same period as the delay in registering such other securities. The Company
        shall
        include in such registration statement all or any part of such Registrable
        Securities such holder requests to be registered; provided,
        however,
        that
        the Company shall not be required to register any Registrable Securities
        pursuant to this Section 7(d) that are eligible for sale pursuant to Rule
        144(k)
        of the Securities Act. In the case of an underwritten public offering, if
        the
        managing underwriter(s) or underwriter(s) should reasonably object to the
        inclusion of the Registrable Securities in such registration statement, then
        if
        the Company after consultation with the managing underwriter should reasonably
        determine that the inclusion of such Registrable Securities would materially
        adversely affect the offering contemplated in such registration statement,
        and
        based on such determination recommends inclusion in such registration statement
        of fewer or none of the Registrable Securities of the Holders, then (x) the
        number of Registrable Securities of the Holders included in such registration
        statement shall be reduced pro-rata among such Holders (based upon the number
        of
        Registrable Securities requested to be included in the registration), if
        the
        Company after consultation with the underwriter(s) recommends the inclusion
        of
        fewer Registrable Securities, or (y) none of the Registrable Securities of
        the
        Holders shall be included in such registration statement, if the Company
        after
        consultation with the underwriter(s) recommends the inclusion of none of
        such
        Registrable Securities; provided,
        however,
        that if
        securities are being offered for the account of other persons or entities
        as
        well as the Company, such reduction shall not represent a greater fraction
        of
        the number of Registrable securities intended to be offered by the Holders
        than
        the fraction of similar reductions imposed on such other persons or entities
        (other than the Company).


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


       

      (e) Failure
        to File Registration Statement and Other Events.
        The
        Company and the Holders agree that the Holders will suffer damages if a
        Registration Statement is not filed on or prior to the Filing Date or any
        Additional Filing Date, as applicable, or after notice from the Holders,
        as set
        forth in Section 2(b) hereto, and, in each case, not declared effective by
        the
        Commission on or prior to the applicable Effectiveness Date and maintained
        in
        the manner contemplated herein during the applicable Effectiveness Period
        or if
        certain other events occur. The Company and the Holders further agree that
        it
        would not be feasible to ascertain the extent of such damages with precision.
        Accordingly, if (A) a Registration Statement is not filed on or prior to
        the
        Filing Date, any Additional Filing Date or after notice from the Holders,
        as set
        forth in Section 2(b) hereof, or (B)  a Registration Statement is not
        declared effective by the Commission on or prior to the applicable Effectiveness
        Date, or (C) the Company fails to file with the Commission a request for
        acceleration in accordance with Rule 461 promulgated under the Securities
        Act
        within three (3) Business Days of the date that the Company is notified (orally
        or in writing, whichever is earlier) by the Commission that a Registration
        Statement will not be “reviewed,” or not subject to further review, or (D) any
        Registration Statement is filed with and declared effective by the Commission
        but thereafter ceases to be effective as to all Registrable Securities at
        any
        time prior to the expiration of the Effectiveness Period, without being
        succeeded immediately by a subsequent Registration Statement filed with and
        declared effective by the Commission, or (E) the Company has breached Section
        3(n), or (F) trading in the Common Stock shall be suspended or if the Common
        Stock is no longer quoted on or is delisted from the OTC Bulletin Board (or
        other principal exchange on which the Common Stock is listed or traded) for
        any
        reason for more than three (3) Business Days in the aggregate (any such failure
        or breach being referred to as an “Event,”
and
        for purposes of clauses (A) and (B) the date on which such Event occurs,
        or for
        purposes of clause (C) the date on which such three (3) Business Day period
        is
        exceeded, or for purposes of clause (D) after more than fifteen (15) Business
        Days, or for purposes of clause (F) the date on which such three (3) Business
        Day period is exceeded, being referred to as “Event
        Date”),
        the
        Company shall pay an amount in cash as liquidated damages to each Holder
        equal
        to one and one-half percent (1.5%) of the amount of the Holder’s initial
        investment in the Preferred Stock for each calendar month or portion thereof
        thereafter from the Event Date until the applicable Event is cured; provided,
        however,
        that in
        no event shall the amount of liquidated damages payable at any time and from
        time to time to any Holder pursuant to this Section 7(e) exceed an aggregate
        of
        fifteen percent (15%) of the amount of the aggregate consideration paid by
        the
        Holder upon exercise of the Series J Warrant. Notwithstanding anything to
        the
        contrary in this paragraph (e), if (a) any of the Events described in clauses
        (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable
        Event Date, the Company shall have exercised its rights under Section 3(n)
        hereof and (c) the postponement or suspension permitted pursuant to such
        Section
        3(n) shall remain effective as of such applicable Event Date, then the
        applicable Event Date shall be deemed instead to occur on the second Business
        Day following the termination of such postponement or suspension. Liquidated
        damages payable by the Company pursuant to this Section 7(d) shall be payable
        on
        the first (1st) Business Day of each thirty (30) day period following the
        Event
        Date. The parties agree that the liquidated damages set forth in this Section
        7(e) shall be the exclusive remedy of the parties hereto with respect to
        the
        breaches by the Company of this Section 7(e). 


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


       

      (f) Amendments
        and Waivers.
        The
        provisions of this Agreement, including the provisions of this sentence,
        may not
        be amended, modified or supplemented, and waivers or consents to departures
        from
        the provisions hereof may not be given, unless the same shall be in writing
        and
        signed by the Company and the Holders of a majority of the Registrable
        Securities outstanding.

       

      8. Notices.
        All notices, demands, consents, requests, instructions and other communications
        to be given or delivered or permitted under or by reason of the provisions
        of
        this Agreement or in connection with the transactions contemplated hereby
        shall
        be in writing and shall be deemed to be delivered and received by the intended
        recipient as follows: (i) if personally delivered, on the business day of
        such
        delivery (as evidenced by the receipt of the personal delivery service),
        (ii) if
        mailed certified or registered mail return receipt requested, two (2) business
        days after being mailed, (iii) if delivered by overnight courier (with all
        charges having been prepaid), on the business day of such delivery (as evidenced
        by the receipt of the overnight courier service of recognized standing),
        or (iv)
        if delivered by facsimile transmission, on the business day of such delivery
        if
        sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
        time,
        on the next succeeding business day (as evidenced by the printed confirmation
        of
        delivery generated by the sending party’s telecopier machine). If any notice,
        demand, consent, request, instruction or other communication cannot be delivered
        because of a changed address of which no notice was given (in accordance
        with
        this Section 4), or the refusal to accept same, the notice, demand, consent,
        request, instruction or other communication shall be deemed received on the
        second business day the notice is sent (as evidenced by a sworn affidavit
        of the
        sender). All such notices, demands, consents, requests, instructions and
        other
        communications will be sent to the following addresses or facsimile numbers
        as
        applicable.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


       

      


      
        	
                If
                  to the Company: 

              	
                Victory
                  Divide Mining Company

                c/o
                  Heilongjiang Yanglin Soybean Group

                No.
                  99 Fanrong Street 

                Jixian
                  Town Heilongjiang 

                People’s
                  Republic of China 155900Tel: 

                Fax:
                  86-469-469-3000 

                Email: kingbode1@163.com

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Guzov
                  Ofsink, LLC

                600
                  Madison Avenue, 14th Floor

                New
                  York, New York 10022

                Attention:
                  Darren Ofsink

                Tel.
                  No.: (212) 371-8008, ext. 127

                Fax
                  No.: (212) 688-7273

              
	 	 
	
                If
                  to any Holder:

              	
                To
                  the address set forth in Schedule I

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Loeb
                  & Loeb LLP

                345
                  Park Avenue

                New
                  York, NY 10154

                Attn:
                  Mitchell Nussbaum

                Facsimile:
                  212-407-4000

              


      

       

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

       

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


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


       

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

       

      (c) 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 and shall become effective when
        counterparts have been signed by each party and delivered to the other parties
        hereto, it being understood that all parties need not sign the same counterpart.
        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.

       

      (d) Governing
        Law; Jurisdiction.
        This
        Agreement shall be governed by and construed in accordance with the internal
        laws of the State of New York, without giving effect to any of the conflicts
        of
        law principles which would result in the application of the substantive law
        of
        another jurisdiction. This Agreement shall not be interpreted or construed
        with
        any presumption against the party causing this Agreement to be drafted. The
        Company and the Holders agree that venue for any dispute arising under this
        Agreement will lie exclusively in the state or federal courts located in
        New
        York County, New York, and the parties irrevocably waive any right to raise
        forum
        non conveniens
        or any
        other argument that New York is not the proper venue. The Company and the
        Holders irrevocably consent to personal jurisdiction in the state and federal
        courts of the state of New York. The Company and the Holders consent to process
        being served in any such suit, action or proceeding by mailing a copy thereof
        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 in this Section 7(k) shall affect or limit any
        right
        to serve process in any other manner permitted by law. The Company and the
        Holders hereby agree that the prevailing party in any suit, action or proceeding
        arising out of or relating to this Agreement or the Purchase Agreement, shall
        be
        entitled to reimbursement for reasonable legal fees from the non-prevailing
        party. The parties hereby waive all rights to a trial by jury.


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


       

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

       

      (f) Severability.
        If any
        term, provision, covenant or restriction of this Agreement is held to be
        invalid, illegal, void or unenforceable in any respect, 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.

       

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

       

      (h) Shares
        Held by the Company and its Affiliates.
        Whenever the consent or approval of Holders of a specified percentage of
        Registrable Securities is required hereunder, Registrable Securities held
        by the
        Company or its Affiliates (other than any Holder or transferees or successors
        or
        assigns thereof if such Holder is deemed to be an Affiliate solely by reason
        of
        its holdings of such Registrable Securities) shall not be counted in determining
        whether such consent or approval was given by the Holders of such required
        percentage.


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


       

      (i) Independent
        Nature of Holders.
        The
        Company acknowledges that the obligations of each Holder under the Transaction
        Documents are several and not joint with the obligations of any other Holder,
        and no Holder shall be responsible in any way for the performance of the
        obligations of any other Holder under the Transaction Documents. The Company
        acknowledges that the decision of each Holder to purchase Securities pursuant
        to
        the Purchase Agreement and to exercise its rights under the Series J Warrant
        has
        been made by such Holders independently of any other Holder and independently
        of
        any information, materials, statements or opinions as to the business, affairs,
        operations, assets, properties, liabilities, results of operations, condition
        (financial or otherwise) or prospects of the Company or of its Subsidiaries
        which may have made or given by any other Holder or by any agent or employee
        of
        any other Holder, and no Holderr or any of its agents or employees shall
        have
        any liability to any Holderr (or any other person) relating to or arising
        from
        any such information, materials, statements or opinions. The Company
        acknowledges that nothing contained herein, or in any Transaction Document,
        and
        no action taken by any Holder pursuant hereto or thereto (including, but
        not
        limited to, the (i) inclusion of a Holder in a Registration Statement and
        (ii)
        review by, and consent to, such Registration Statement by a Holder) shall
        be
        deemed to constitute the Holders as a partnership, an association, a joint
        venture or any other kind of entity, or create a presumption that the Holders
        are in any way acting in concert or as a group with respect to such obligations
        or the transactions contemplated by the Transaction Documents. The Company
        acknowledges that each Holder shall be entitled to independently protect
        and
        enforce its rights, including without limitation, the rights arising out
        of this
        Agreement or out of the other Transaction Documents, and it shall not be
        necessary for any other Holder to be joined as an additional party in any
        proceeding for such purpose. The Company acknowledges that for reasons of
        administrative convenience only, the Transaction Documents have been prepared
        by
        counsel for one of the Holders and such counsel does not represent all of
        the
        Holders. The Company acknowledges that it has elected to provide all Holders
        with the same terms and Transaction Documents for the convenience of the
        Company
        and not because it was required or requested to do so by the Holders. The
        Company acknowledges that such procedure with respect to the Transaction
        Documents in no way creates a presumption that the Holders are in any way
        acting
        in concert or as a group with respect to the Transaction Documents or the
        transactions contemplated hereby or thereby.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Registration Rights
        Agreement to be duly executed by their respective authorized persons as of
        the
        date first indicated above.

       

      VICTORY
        DIVIDE MINING COMPANY

       

      By:
         /s/
        Shulin Liu

      Name:
        Shulin Liu

      Title:
        Chief Executive Officer

       

      HOLDER

       

      SANSAR
        CAPITAL SPECIAL OPPORTUNITY MASTER FUND, LP (CAYMAN MASTER)

       

      By:
         /s/
        Sunjay Motwani

      Name:
        Sunjay Motwani

      Title:
        President

      


      VICIS
        CAPITAL MASTER FUND

       

      By:
         /s/
        Keith W. Hughes

      Name:
        Keith W. Hughes

      Title:
        Chief Financial Officer

      


      VISION
        OPPORTUNITY MASTER FUND, LTD.

       

      By:
         /s/
        Adam Benowitz

      Name:
        Adam Benowitz

      Title:
        Director


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


       

      Schedule
        I

      Holders


      
        	
                Investor

              	 	
                Investment

              	
                 

              	
                Series
                  J Warrants

              	
                 

              	
                 

                Series
                  C 

                Warrants

              	
                 

              	
                 

                Series
                  D

                Warrants

              	 
	
                Vision
                  Opportunity Master Fund Ltd.

              	 	
                $

              	
                8,000,000

              	 	 	
                3,382,664

              	 	 	
                3,382,664

              	 	 	
                1,691,332

              	 
	
                Sansar
                  Capital Special Opportunity Master Fund, LP (Cayman
                  Master)

              	 	
                $

              	
                5,950,000

              	 	 	
                
                

                
                

                2,515,856

              	 	 	
                
                

                
                

                2,515,856

              	 	 	
                
                

                
                

                1,257,928

              	 
	
                Vicis
                  Capital Master Fund

              	 	
                $

              	
                4,500,000

              	 	 	
                1,902,748

              	 	 	
                1,902,748

              	 	 	
                951,374

              	 
	
                Precept
                  Capital Master Fund, GP

              	 	
                $

              	
                500,000

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 
	
                Penn
                  Footwear

              	 	
                $

              	
                250,000

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Crescent
                  International Limited

              	 	
                $

              	
                300,000

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 
	
                Benefit
                  Grand Investments

              	 	
                $

              	
                500,000

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Golden
                  Bridge Asset Management

              	 	
                $

              	
                1,000,000

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Leland
                  C Ackerley

              	 	
                $

              	
                250,000

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Newberg
                  Road Partners, LP

              	 	
                $

              	
                250,000

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 


      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


       

      Schedule
        II

       

      Refer
        to
        Schedule 2.1(c) Purchase Agreement


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


       

      Exhibit
        A

      Plan
        of Distribution

       

      The
        selling security holders and any of their pledgees, donees, assignees and
        successors-in-interest may, from time to time, sell any or all of their shares
        of common stock being offered under this prospectus on any stock exchange,
        market or trading facility on which shares of our common stock are traded
        or in
        private transactions. These sales may be at fixed or negotiated prices. The
        selling security holders may use any one or more of the following methods
        when
        disposing of shares:

       

      
        	 	
                ·

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

              


      

       

      
        	 	
                ·

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

              


      

       

      
        	 	
                ·

              	
                purchases
                  by a broker-dealer as principal and resales 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 the registration statement
                  of
                  which this prospectus is a part is declared effective by the
                  Commission;

              


      

       

      
        	 	
                ·

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

              


      

       

      
        	 	
                ·

              	
                a
                  combination of any of these methods of sale;
                  and

              


      

       

      
        	 	
                ·

              	
                any
                  other method permitted pursuant to applicable
                  law.

              


      

       

      The
        shares may also be sold under Rule 144 under the Securities Act of 1933,
        as
        amended (“Securities Act”), if available, rather than under this prospectus. The
        selling security holders have the sole and absolute discretion not to accept
        any
        purchase offer or make any sale of shares if they deem the purchase price
        to be
        unsatisfactory at any particular time.

       

      The
        selling security holders may pledge their shares to their brokers under the
        margin provisions of customer agreements. If a selling security holder defaults
        on a margin loan, the broker may, from time to time, offer and sell the pledged
        shares.

       

      Broker-dealers
        engaged by the selling security holders may arrange for other broker-dealers
        to
        participate in sales. Broker-dealers may receive commissions or discounts
        from
        the selling security holders (or, if any broker-dealer acts as agent for
        the
        purchaser of shares, from the purchaser) in amounts to be negotiated, which
        commissions as to a particular broker or dealer may be in excess of customary
        commissions to the extent permitted by applicable law.


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


       

      If
        sales
        of shares offered under this prospectus are made to broker-dealers as
        principals, we would be required to file a post-effective amendment to the
        registration statement of which this prospectus is a part. In the post-effective
        amendment, we would be required to disclose the names of any participating
        broker-dealers and the compensation arrangements relating to such
        sales.

       

      The
        selling security holders and any broker-dealers or agents that are involved
        in
        selling the shares offered under this prospectus may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with these
        sales. Commissions received by these 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. Any broker-dealers or
        agents
        that are deemed to be underwriters may not sell shares offered under this
        prospectus unless and until we set forth the names of the underwriters and
        the
        material details of their underwriting arrangements in a supplement to this
        prospectus or, if required, in a replacement prospectus included in a
        post-effective amendment to the registration statement of which this prospectus
        is a part.

       

      The
        selling security holders and any other persons participating in the sale
        or
        distribution of the shares offered under this prospectus will be subject
        to
        applicable provisions of the Exchange Act, and the rules and regulations
        under
        that act, including Regulation M. These provisions may restrict activities
        of,
        and limit the timing of purchases and sales of any of the shares by, the
        selling
        security holders or any other person. Furthermore, under Regulation M, persons
        engaged in a distribution of securities are prohibited from simultaneously
        engaging in market making and other activities with respect to those securities
        for a specified period of time prior to the commencement of such distributions,
        subject to specified exceptions or exemptions. All of these limitations may
        affect the marketability of the shares.

       

      If
        any of
        the shares of common stock offered for sale pursuant to this prospectus are
        transferred other than pursuant to a sale under this prospectus, then subsequent
        holders could not use this prospectus until a post-effective amendment or
        prospectus supplement is filed, naming such holders. We offer no assurance
        as to
        whether any of the selling security holders will sell all or any portion
        of the
        shares offered under this prospectus.

       

      We
        have
        agreed to pay all fees and expenses we incur incident to the registration
        of the
        shares being offered under this prospectus. However, each selling security
        holder and purchaser is responsible for paying any discounts, commissions
        and
        similar selling expenses they incur.

       

      We
        and
        the selling security holders have agreed to indemnify one another against
        certain losses, damages and liabilities arising in connection with this
        prospectus, including liabilities under the Securities Act.


      
        
          
          

        

        
          24