[REGISTRATION RIGHTS AGREEMENT “Agreement” “Company” “Investor” “Investors” This Registration Rights Agreement (this “Purchase Agreement” This Agreement is made in connection with the Securities Purchase Agreement, dated as of the date hereof, among the Company and the Investors (the The Company and the Investors hereby agree as follows: Definitions 1. “Advice” “ Commission Comments ” means written comment s pertaining solely] [SECURITIES PURCHASE AGREEMENT “Agreement” “Company” Schedule I “Investor” “Investors” This Securities Purchase Agreement (this WHEREAS, subject to the terms and conditions set forth in this Agreement and in reliance upon the applicable exemptions from securities registration under the Securities Act (as defined below), the Company desires to issue and sell to each Investor, and each Investor, severally and not jointly,] [Company Contact: Investor Relations Contact: investors@geruigroup.com Email: CCG Investor Relations www.geruigroup.com Website: Mr. Athan Dounis Phone: 1-646-213-1916 athan.dounis@ccgir.com Email: China Gerui Advanced Materials Group Limited Closes $18.8 Million Private Placement Transaction China Gerui plans to use the net proceeds from the private placement to finance the previously announced expansion of the Company’s high-precision cold-rolled steel production capacity, accelerate the build-out] [of the purchase and sale of Maxim Group LLC and Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw Capital Group, Inc. (NASDAQ:RODM - News), acted as the Company’s placement agents (“Placement Agents”) in connection with the offering of the Shares. As compensation for their services, the Placement Agents received an aggregate cash fee equal to $353,259.82, representing]