[2010 SHARE INCENTIVE PLAN 1. Purpose The China Gerui Advanced Materials Group Limited 2010 Share Incentive Plan is intended to promote the best interests of China Gerui Advanced Materials Group Limited and its shareholders by (i) assisting the Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing an incentive to such persons] [NOTICE OF SHARE OPTION GRANT CHINA GERUI ADVANCED MATERIALS GROUP LIMITED 2010 SHARE INCENTIVE PLAN Corporation Plan You have been granted a share option to purchase Ordinary Shares of China Gerui Advanced Materials Group Limited (the “ [insert name of Participant] Name of Participant: [insert date of option grant] [insert date vesting starts] Exercise Price: $ _____ per Ordinary Share.] [NOTICE OF SHARE OPTION GRANT CHINA GERUI ADVANCED MATERIALS GROUP LIMITED 2010 SHARE INCENTIVE PLAN Corporation Plan You have been granted a share option to purchase Ordinary Shares of China Gerui Advanced Materials Group Limited (the “ Name of Participant: «First» «Last_Name» Exercise Price: $ «New_Exercise_Price» per Ordinary Share. Number of Ordinary Shares Subject to Option: «Options» Type of Option:] [RESTRICTED SHARE AGREEMENT CHINA GERUI ADVANCED MATERIALS GROUP LIMITED 2010 SHARE INCENTIVE PLAN Participant Corporation Plan I. GRANT. “Grant Date” “Restricted Shares” The Compensation Committee of the Board of Directors of the Corporation on [___________, 20___] (the II. VESTING. The award will vest on the following schedule. Period of Continuous Service From Grant Date Percentage of Restricted Shares Vested For] [No. 69 Huaibei Street Longhai Middle Road Zhengzhou, 451191, China x ¨ I ¨ No x Company 2010 Annual Meeting Plan Also, on November 16, 2010, the Board of Directors and the Compensation Committee of the Company adopted the China Gerui Advanced Materials Group Limited 2010 Share Incentive Plan (the “ Ordinary Shares Up to 3,500,000 shares of the Company’s]