This Registration Rights Agreement (this "Agreement" ) is made and entered into as of October 29, 2009, by and among Longwei Petroleum Investment Holding Limited, a Colorado corporation (the "Company" ) and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors” ).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as the date hereof among the Company and the Investors (the “Purchase Agreement” ).

The Company and the Investors hereby agree as follows:

1.   Definitions .  Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement will have the meanings given such terms in the Purchase Agreement.  As used in this Agreement, the following terms have the respective meanings set forth in this Section 1:

“Delivery Date” means the date on which the Escrow Shares are required to be delivered to the Investors by the Make Good Pledgors pursuant to the Securities Escrow Agreement.

“Advice” has the meaning set forth in Section 6(d).

“ Commission Comments ” means written comments pertaining solely to Rule 415 which are received by the Company from the Commission (and a copy of which shall have been provided by the Company to the Holders) to a filed Registration Statement which requires the Company limit the amount of shares which may be included therein to a number of shares which is less than such amount sought to be included therein as filed with the Commission.

“Common Stock” means the common stock of the Company, no par value per share, and any securities into which such common stock may hereafter be reclassified or for which it may be exchanged as a class.

“Dividend Shares” shall have the meaning set forth in the Certificate of Designation.

“Effective Date” means, as to a Registration Statement, the date on which such Registration Statement is first declared effective by the Commission.

“Effectiveness Date” means

(a) with respect to the initial Registration Statement required to be filed under Section 2(a), the earlier of (i) the 150 th day following the Closing Date and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that such Registration Statement will not be reviewed or is no longer subject to further review and comments,

(b) with respect to a Registration Statement required to be filed under Section 2(b), the earlier of: (i) the 60 th day following the Filing Date for any Registration Statement required to be filed under Section 2(b), and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that such Registration Statement will not be reviewed or is no longer subject to further review and comments;

(c) with respect to a Registration Statement required to be filed under Section 2(c), the earlier of:  (i) the 90th day following the date on which the Company becomes eligible to utilize Form S-3 to register the resale of Common Stock; and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that such Registration Statement will not be reviewed or is no longer subject to further review and comments, and

(d) with respect to a Registration Statement required to be filed under Section 2(d), the earlier of: (i) the 90 th day following the Delivery Date; provided , that, if the Commission reviews and has written comments to such filed Registration Statement that would require the filing of a pre-effective amendment thereto with the Commission, then the Effectiveness Date under this clause (d)(i) shall be the 120 th day following the Delivery Date, and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to further review and comments, and

(e) with respect to a Registration Statement required to be filed under Section 2(e), the earlier of: (i) the 90 th day following the Delivery Date; provided , that, if the Commission reviews and has written comments to such filed Registration Statement that would require the filing of a pre-effective amendment thereto with the Commission, then the Effectiveness Date under this clause (e)(i) shall be the 120 th day following the Delivery Date, and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to further review and comments.

"Effectiveness Period" means, as to any Registration Statement required to be filed pursuant to this Agreement, the period commencing on the Effective Date of such Registration Statement and ending on the earliest to occur of (a) the second anniversary of such Effective Date, (b) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders.

“Escrow Shares” shall have the meaning set forth in Section 4.11 of the Purchase Agreement.

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

“Filing Date” means

(a) with respect to the initial Registration Statement required to be filed under Section 2(a), the 60 th day following the Closing Date;

(b) with respect to any Registration Statements required to be filed under Section 2(b), each such Registration Statement shall be filed by the earlier of (i) for the initial Registration Statement required to be filed under Section 2(b), the six-month anniversary of the Effective Date of the Registration Statement required to be filed under Section 2(a) and for all subsequent Registration Statements required to be filed  under Section 2(b), the six-month anniversary of the Effective Date of the immediately preceding Registration Statement required to be filed under Section 2(b), as applicable, and (ii) the 5 th Trading Day following the earliest day on which any such Registration Statement may be filed in accordance with then current SEC Guidance;

(c) with respect to a Registration Statement required to be filed under Section 2(c), the 30 th day following the date on which the Company becomes eligible to utilize Form S-3 to register the resale of Common Stock;

(d) with respect to the Registration Statement required to be filed under Section 2(d), the 45 th day following the Delivery Date (provided that if the Company is then eligible to utilize Form S-3 to register the resale of Common Stock, the Filing Date under this clause (d) shall be 30 days following the Delivery Date); and

(e) with respect to the Registration Statement required to be filed under Section 2(e), the 45 th day following the Delivery Date (provided that if the Company is then eligible to utilize Form S-3 to register the resale of Common Stock, the Filing Date under this clause (e) shall be 30 days following the Delivery Date).

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

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

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

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

  “New York Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.

“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 or the Dividend Shares covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means: (i) the Shares, (ii) the Escrow Shares and (iii) any shares of Common Stock issuable upon the exercise of warrants issued to any placement agent (the “ Placement Agent Warrant Shares ”) as compensation in connection with the financing that is the subject of the Purchase Agreement, (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event, or any price adjustment as a result of such stock splits, reverse stock splits or similar events with respect to any of the securities referenced in (i), (ii) or (iii) above.

“Registration Statement” means the initial registration statement required to be filed in accordance with Section 2(a) and any additional registration statement(s) required to be filed under Section 2(b), Section 2(c), Section 2(d) and any registration statement filed by the Company regarding the Dividend Shares, including (in each case) the Prospectus, amendments and supplements to such registration statements or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference therein.  Registration Statement will also include any other required or acceptable form and any successor form promulgated by the Commission.

“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 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.

“ SEC Guidance ” means any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff .

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

“ Series A Preferred ” means the Company’s Series A Convertible Preferred Stock, no par value per share, being offered and sold to the Investors by the Company pursuant to the Purchase Agreement.

“ Shares ” means the number of shares of Common Stock issuable upon exercise of the Series A Preferred and the Warrants times 120%.

2.   Registration .

(a)   On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all the Registrable Securities (other than in the case of the Registration Statement to be filed under this Section 2(a), the Escrow Shares unless the applicable Delivery Date for such shares shall have occurred) not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 (or on such other form appropriate for such purpose).  Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A and the disclosure attached hereto as   Annex C .  The Company shall cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective during the entire Effectiveness Period.  In the event that the amount of securities which may be included in the Registration Statement filed pursuant to this Section 2(a) is limited due to Commission Comments, the inclusion of the Shares in such initial Registration Statement shall take precedence over and shall not be cut back until the following securities of the Company are cut back and removed from such Registration Statement (in the following order): (i) all other Registrable Securities and (ii) any securities of the Company to be included in such Registration Statement pursuant to Section 6(b).  By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

(b)   If all of the Registrable Securities to be included in the Registration Statement filed pursuant to Section 2(a) cannot be so included due to Commission Comments, then the Company shall prepare and file by the applicable Filing Date for such Registration Statement(s), such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities (other than the Escrow Shares unless the Delivery Date  shall have occurred) are covered by an existing and effective Registration Statement.  Accordingly, if for example, an initial Registration Statement is filed under Section 2(b) to register Registable Securities removed from a Registration Statement filed under Section 2(a) due to Commission Comments and Commission Comments again require shares to be removed for such newly filed Registration Statement under this Section 2(b), then the Company will prepare and file additional Registration Statements until such time as all such required shares are covered by effective Registration Statements.  In the event that the amount of securities which may be included in any such Registration Statement is limited due to Commission Comments, the inclusion of the Shares  in such Registration Statement shall take precedence over and shall not be cut back until the following securities of the Company are cut back and removed from any such Registration Statement (in the following order): (i) all other Registrable Securities (other than the Escrow Shares) and (ii) any securities of the Company to be included in such Registration Statement pursuant to Section 6(b).   Any Registration Statements to be filed under this Section shall be for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1(or on such other form appropriate for such purpose).  Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s consent) the "Plan of Distribution" attached hereto as Annex A .  The Company shall cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period.  By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

(c)   Following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, the Company shall file a Registration Statement on Form S-3 covering all such Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement to be filed by the Filing Date for such Registration Statement and declared effective under the Securities Act as soon as possible thereafter, but in any event prior to the Effectiveness Date therefor.  Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A and the disclosure attached hereto as   Annex C .  The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period.  By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

(d)   On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of the Escrow Shares on Form S-1 or S-3 if the Company is then eligible to utilize such Form (or