[] [REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT Agreement Effective Date Company C-I Party Parties This Recitals A. The Company and C-I desire to pursue a consulting and strategic relationship. B. Shares C. AGREEMENT Now, therefore 1. Definitions. For purposes of this Agreement: 1.1 Affiliate 1.2 Holder Section 9 1.3 FINRA 1 1.4 Participating Holders 1.5 Person 1.6 Registrable Securities Securities Act] [Number of Shares: 500,000 Date of Issuance: May 8, 2013 (subject to adjustment) CHINA GERUI ADVANCED MATERIALS GROUP LIMITED Company Registered Holder Issuance Date Exercise Period Shares Purchase Price China Gerui Advanced Materials Group Limited, a British Virgin Islands company (the “ 1. Exercise Exercise Procedure Purchase/Exercise Form (a) Exercise Date Section 1(a) Exercise Date Section 1(c) (b) Issuance of] [CHINA GERUI ADVANCED MATERIALS GROUP LIMITED AGREEMENT Agreement Company C-I Party Parties This Recitals A. Consulting Agreement The Company desires to obtain the services of C-I, and C-I desires to provide consulting services to the Company, for the development of the Company’s strategic opportunities, and the Company and C-I have executed that certain Consulting Agreement, dated of even date herewith] [[Letterhead of Conyers Dill & Pearman] 25 July 2013 Matter No.: 894647 Doc Ref: RH/3085258v2 China Gerui Advanced Materials Group Limited 1 Shuanghu Development Zone Xinzheng City Zhengzhou, Henan Province China, 451191 Dear Sirs, China Gerui Advanced Materials Group Limited he “Company”) Re: Commission Registration Statement Additional Shares , For the purposes of giving this opinion, we have examined and] [CONSULTING AGREEMENT Agreement Effective Date Company Consultant Party Parties THIS CONSULTING AGREEMENT (this “ RECITALS A. The Company desires to obtain the services of Consultant, and Consultant desires to provide consulting services to the Company, upon the terms and conditions set forth below. B. As of the Effective Date, Consultant and the Company have entered into that certain “ AGREEMENT] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement of China Gerui Advanced Materials Group Limited of Form F-3 of our audit report dated April 30, 2013, relating to the consolidated financial statements as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and]