0001144204-08-033373 Sample Contracts

REGISTRATION RIGHTS AGREEMENT dated as of May 28, 2008 between SHENGDATECH, INC. and OPPENHEIMER & CO. INC. as representative of the Initial Purchasers
Registration Rights Agreement • June 3rd, 2008 • ShengdaTech, Inc. • Miscellaneous chemical products • New York

REGISTRATION RIGHTS AGREEMENT (“Agreement”) dated as of May 28, 2008 between ShengdaTech, Inc., a Nevada corporation (the “Company”), and Oppenheimer & Co. Inc., as representative of the several initial purchasers listed on Schedule I (the “Initial Purchasers”) to the Purchase Agreement dated as of May 22, 2008 (the “Purchase Agreement”) with the Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

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FORM LOCK UP AGREEMENT
Lock Up Agreement • June 3rd, 2008 • ShengdaTech, Inc. • Miscellaneous chemical products
ShengdaTech, Inc. 6.00% Senior Convertible Notes due 2018 PURCHASE AGREEMENT
Purchase Agreement • June 3rd, 2008 • ShengdaTech, Inc. • Miscellaneous chemical products • New York
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