0001144204-10-033580 Sample Contracts

SHENGDATECH, INC. and , As Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated As Of
Common Stock Warrant Agreement • June 15th, 2010 • ShengdaTech, Inc. • Miscellaneous chemical products • New York

COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between SHEGNDATECH, INC., a Nevada corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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SHENGDATECH, INC., Issuer AND [Trustee], Trustee
ShengdaTech, Inc. • June 15th, 2010 • Miscellaneous chemical products • New York

Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

SHENGDATECH, INC. and , As Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated As Of
Warrant Agreement • June 15th, 2010 • ShengdaTech, Inc. • Miscellaneous chemical products • New York
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