May
        28, 2008

       

    

     

     

    
 

    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 (“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.

     

    The
      Company agrees with the Initial Purchasers, (i) for their benefit as Initial
      Purchasers and (ii) for the benefit of the beneficial owners (including the
      Initial Purchasers) from time to time of the Securities (as defined herein)
      and
      the beneficial owners from time to time of the Underlying Securities (as defined
      herein) issued upon conversion of the Securities (each of the foregoing a
“Holder”
and
      together the “Holders”),
      as
      follows:

     

    Section
      1.
      Definitions. Capitalized
      terms used herein without definition shall have their respective meanings set
      forth in the Purchase Agreement. As used in this Agreement, the following terms
      shall have the following meanings:

     

    “Additional
      Filing Deadline”
has
      the
      meaning set forth in Section
      2(f)(iv)
      hereof.

     

    “Additional
      Interest Amount”
has
      the
      meaning set forth in Section
      2(f)
      hereof.

     

    “Affiliate”
means
      with respect to any specified person, an “affiliate,” as defined in Rule 144, of
      such person.

     

    “Amendment
      Effectiveness Deadline”
has
      the
      meaning set forth in Section
      2(e)
      hereof.

     

    “Business
      Day”
means
      any day, except a Saturday, Sunday or legal holiday on which banking
      institutions in The City of New York are authorized or obligated by law or
      executive order to close.

     

    “Conversion
      Price”
has
      the
      meaning assigned such term in the Indenture.

     

    “Deferral
      Notice”
has
      the
      meaning set forth in Section
      3(h)
      hereof.

     

    “Deferral
      Period”
has
      the
      meaning set forth in Section
      3(h)
      hereof.

     

    “Effectiveness
      Deadline”
has
      the
      meaning set forth in Section
      2(a)
      hereof.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Effectiveness
      Period”
means
      the period commencing on the first date that a Shelf Registration Statement
      is
      declared effective under the Securities Act hereof and ending on the date that
      all Securities and the Underlying Securities have ceased to be Registrable
      Securities.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the SEC promulgated thereunder.

     

    “Free
      Writing Prospectus”
has
      the
      meaning set forth in Rule 405.

     

    “Holder”
has
      the
      meaning set forth in the second paragraph of this Agreement.

     

    “Indenture”
means
      the Indenture dated as of the date hereof between the Company and The Bank
      of
      New York, as trustee, pursuant to which the Securities are being
      issued.

     

    “Initial
      Purchasers”
means
      the Initial Purchasers named in Schedule I to the Purchase
      Agreement.

     

    “Interest
      Payment Date”
means
      each June 1 and December 1 of each year.

     

    “Issue
      Date”
means
      the latest date of original issuance of the Securities.

     

    “Issuer
      Free Writing Prospectus”
has
      the
      meaning set forth in Rule 433.

     

    “Material
      Event”
has
      the
      meaning set forth in Section
      3(h)
      hereof.

     

    “Notice
      and Questionnaire”
means
      a
      written notice delivered to the Company containing substantially the information
      called for by the Selling Securityholder Notice and Questionnaire attached
      as
      Annex A to the Offering Memorandum of the Company dated as of May 22, 2008
      relating to the Securities.

     

    “Notice
      Holder”
means,
      on any date, any Holder that has delivered a Notice and Questionnaire to the
      Company on or prior to such date; provided
      not all
      of such Holder’s Registrable Securities that have been registered for resale
      pursuant to a Notice and Questionnaire have been sold in accordance with a
      Shelf
      Registration Statement.

     

    “Prospectus”
means
      a
      prospectus relating to a Shelf Registration Statement, as amended or
      supplemented, and all materials incorporated by reference in such
      Prospectus.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Purchase
      Agreement”
has
      the
      meaning set forth in the preamble hereof.

     

    “Record
      Date”
means
      each May 15 and November 15 of each year.

     

    “Record
      Holder”
means
      with respect to any Interest Payment Date relating to any Securities as to
      which
      any Additional Interest Amount has accrued, the registered holder of such
      Security at the close of business on the Record Date immediately preceding
      the
      Interest Payment Date.

     

    “Registrable
      Securities”
means
      the Securities until such Securities have been converted into or exchanged
      for
      the Underlying Security, and at all times subsequent to any such conversion
      or
      exchange, the Underlying Security and any securities into or for which such
      Underlying Security has been converted or exchanged, and any security issued
      with respect thereto upon any shares dividend, split or similar event
until,
      in the
      case of any such security, (A) the earliest of (i) one year from the latest
      date
      of original issuance of the Securities, (ii) the date of its effective
      registration under the Securities Act and resale in accordance with a Shelf
      Registration Statement, (iii) the date on which all such securities held by
      non-affiliates are eligible to be sold to the public pursuant to Rule 144 under
      the Securities Act, (iv) the date on which such securities cease to be
      outstanding, and (B) as a result of the event or circumstance described in
      any
      of the foregoing clauses (i) through (iv), the legend with respect to transfer
      restrictions required under the Indenture is removed or removable in accordance
      with the terms of the Indenture or such legend, as the case may be.

     

    “Registration
      Default”
has
      the
      meaning set forth in Section
      2(f)
      hereof.

     

    “Registration
      Default Period”
has
      the
      meaning set forth in Section
      2(f)
      hereof.

     

    “Rule
      144”
means
      Rule 144 under the Securities Act, as such Rule may be amended from time to
      time, or any similar rule or regulation hereafter adopted by the
      SEC.

     

    “Rule
      144A”
means
      Rule 144A under the Securities Act, as such Rule may be amended from time to
      time, or any similar rule or regulation hereafter adopted by the
      SEC.

     

    “Rule
      405”
means
      Rule 405 under the Securities Act, as such Rule may be amended from time to
      time, or any similar rule or regulation hereafter adopted by the
      SEC.

     

    “Rule
      424”
means
      Rule 424 under the Securities Act, as such Rule may be amended from time to
      time, or any similar rule or regulation hereafter adopted by the
      SEC.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Rule
      433”
means
      Rule 433 under the Securities Act, as such Rule may be amended from time to
      time, or any similar rule or regulation hereafter adopted by the
      SEC.

     

    “SEC”
means
      the Securities and Exchange Commission.

     

    “Securities”
means
      the 6.0% Convertible Senior Notes due 2018 of the Company to be purchased
      pursuant to the Purchase Agreement, including any Securities purchased by the
      Initial Purchasers upon exercise of their options to purchase additional
      Securities.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated by the SEC thereunder.

     

    “Shares”
means
      the shares of common stock of the Company, US$0.00001 par value per share,
      and
      any other shares of the Company as may constitute “Shares” for purposes of the
      Indenture.

     

    “Shelf
      Registration Statement”
has
      the
      meaning set forth in Section
      2(a)
      hereof,
      including amendments to such registration statement, all exhibits to such
      registration statement and all materials incorporated by reference in such
      registration statement.

     

    “Special
      Counsel”
means
      Cadwalader Wickersham & Taft LLP or one such other successor counsel as
      shall be specified by the Holders of a majority of the Registrable Securities,
      but which may, with the written consent of the Initial Purchasers (which shall
      not be unreasonably withheld), be another nationally recognized law firm
      experienced in securities law matters designated by the Company. For purposes
      of
      determining Holders of a majority of the Registrable Securities in this
      definition, Holders of Securities shall be deemed to be the Holders of the
      number of shares of Underlying Securities into which such Securities are or
      would be convertible as of the date the consent is requested.

     

    “Trustee”
means
      The Bank of New York, the Trustee under the Indenture.

     

    “Underlying
      Security”
means
      the Shares into which the Securities are convertible or issued upon any such
      conversion.

     

    Section
      2.
      Shelf Registration. (a)
      (i) The
      Company shall prepare and file or cause to be prepared and filed with the SEC,
      as soon as practicable after the Issue Date, a registration statement for an
      offering to be made on a delayed or continuous basis pursuant to Rule 415 of
      the
      Securities Act registering the resale from time to time by Holders of the
      Registrable Securities (a “Shelf
      Registration Statement”).
      The
      Shelf Registration Statement shall be on Form F-3 or another appropriate form
      permitting registration of the Registrable Securities for resale by the Holders
      in accordance with the methods of distribution elected by the Holders and set
      forth in the Shelf Registration Statement. Each Shelf Registration Statement
      that is filed on Form F-3 shall be designated by the Company as an Automatic
      Shelf Registration Statement if the Company is then eligible to file an
      Automatic Shelf Registration Statement on Form F-3 for the purposes contemplated
      by this Agreement. If the Company is eligible pursuant to Rule 430B(b) to omit
      from the related Prospectus the identities of selling securityholders and the
      amounts of securities to be registered on their behalf, the Company shall
      prepare and file each Shelf Registration Statement in a manner as to permit
      such
      omission and to allow for the subsequent filing of such information in a
      Prospectus pursuant to Rule 424(b) in the manner contemplated by Rule 430B(d).
      The Company shall use reasonable best efforts to cause a Shelf Registration
      Statement to be declared effective under the Securities Act as promptly as
      is
      practicable but in any event by the date (the “Effectiveness
      Deadline”)
      that
      is the 185th day after the Issue Date, and to keep a Shelf Registration
      Statement continuously effective under the Securities Act until the expiration
      of the Effectiveness Period (except to the extent permitted under Section 3(h)).
      Each Holder that became a Notice Holder on or prior to the date ten Business
      Days prior to the date the initial Shelf Registration Statement is declared
      effective shall be named as a selling securityholder in the initial Shelf
      Registration Statement and the related Prospectus in such a manner as to permit
      such Holder to deliver the Prospectus to purchasers of Registrable Securities
      in
      accordance with applicable law, assuming the accuracy of the information in
      such
      Holder’s Notice and Questionnaire;
      and
      (ii) notwithstanding anything to the contrary contained herein, the Company
      shall not be obligated to file, have declared effective or maintain an effective
      Shelf Registration Statement as set forth in the preceding clause (a)(i) to
      the
      extent and during the periods that the Securities and any Underlying Securities
      are eligible to be sold by a person who is not an affiliate of the Company
      pursuant to Rule 144 (or any other similar provision then in force (other than
      Rule 144A)) under the Securities Act without any volume or manner of sale
      restrictions thereunder after six months following the Issue Date; provided,
      however,
      that
      the Company shall be obligated to file, have declared effective or maintain
      an
      effective Shelf Registration Statement as set forth in clause (a)(i) to the
      extent and during the periods that the Securities and any Underlying Securities
      are not so eligible to be sold by a person who is not an affiliate of the
      Company pursuant to Rule 144 (or any other similar provision then in force
      (other than Rule 144A)) under the Securities Act without any volume or manner
      of
      sale restrictions thereunder after six months following the Issue Date;
provided further
      that the
      Company shall notify the Holders by issuing a press release (which will also
      be
      delivered to the Trustee) if a person who is not an affiliate of the Company
      may
      not so sell the Securities or Underlying Securities pursuant to Rule 144 (or
      any
      other similar provision then in force (other than Rule 144A)) under the
      Securities Act without any volume or manner of sale restrictions
      thereunder.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b)  If
      a
      Shelf Registration Statement covering resales of the Registrable Securities
      ceases to be effective for any reason at any time during the Effectiveness
      Period (other than because all securities registered thereunder shall have
      been
      resold pursuant thereto or shall have otherwise ceased to be Registrable
      Securities), in each case except to the extent permitted under Section 3(h),
      the
      Company shall use reasonable best efforts to obtain the prompt withdrawal of
      any
      order suspending the effectiveness thereof, and in any event shall within 40
      days of such cessation of effectiveness amend the Shelf Registration Statement
      in a manner reasonably expected to obtain the withdrawal of the order suspending
      the effectiveness thereof, or file an additional Shelf Registration Statement
      so
      that all Registrable Securities outstanding as of the date of such filing are
      covered by a Shelf Registration Statement. If a new Shelf Registration Statement
      is filed, the Company shall use reasonable best efforts to cause the new Shelf
      Registration Statement to become effective as promptly as is practicable after
      such filing and to keep the new Shelf Registration Statement continuously
      effective until the end of the Effectiveness Period (except to the extent
      permitted under Section 3(h)).

     

    (c)  Subject
      to Section 2(e)(i), the Company shall amend and supplement the Prospectus and
      amend the Shelf Registration Statement if such Prospectus and Shelf Registration
      Statement has been filed and if required by the rules, regulations or
      instructions applicable to the registration form used by the Company for such
      Shelf Registration Statement or file a new Shelf Registration Statement, if
      required by the Securities Act, or any other documents necessary to name a
      Notice Holder as a selling securityholder pursuant to Section
      2(e)
      below.

     

    (d)  The
      Company agrees that, unless it obtains the prior consent of the Holders of
      a
      majority of the Registrable Securities that are registered under the Shelf
      Registration Statement at such time or the consent of the managing underwriters
      in connection with any underwritten offering of Registrable Securities, and
      each
      Holder agrees that, unless it obtains the prior written consent of the Company
      and any such underwriters, it will not make any offer relating to the Securities
      that would constitute an Issuer Free Writing Prospectus, or that would otherwise
      constitute a Free Writing Prospectus required to be filed with the SEC. The
      Company represents that any Issuer Free Writing Prospectus prepared by it or
      authorized by it in writing for use by such Holder will not include any
      information that conflicts with the information contained in the Shelf
      Registration Statement or the Prospectus and, any such Issuer Free Writing
      Prospectus, when taken together with the information in the Shelf Registration
      Statement and the Prospectus, will not include any untrue statement of a
      material fact or omit to state any material fact necessary in order to make
      the
      statements therein, in light of the circumstances under which they were made,
      not misleading. Notwithstanding the foregoing, neither the Holders nor the
      managing underwriters shall use such Free Writing Prospectus without the prior
      written consent of the Company.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (e)  Each
      Holder may sell Registrable Securities pursuant to a Shelf Registration
      Statement and related Prospectus only in accordance with this Section
      2(e)
      and
Section
      3(f).
      Each
      Holder wishing to sell Registrable Securities pursuant to a Shelf Registration
      Statement and related Prospectus shall deliver a Notice and Questionnaire to
      the
      Company at least 10 Business Days prior to any intended distribution of
      Registrable Securities under the Shelf Registration Statement. From and after
      the date the initial Shelf Registration Statement is declared effective, the
      Company shall, as promptly as practicable after the date a fully completed
      Notice and Questionnaire is delivered, and in any event upon the later of (x)
      5
      Business Days after such date or (y) 5 Business Days after the expiration of
      any
      Deferral Period in effect when the fully completed Notice and Questionnaire
      is
      delivered or put into effect:

     

    (i)  if
      required by applicable law, file with the SEC a post-effective amendment to
      the
      Shelf Registration Statement or prepare and, if required by applicable law,
      file
      a supplement to the related Prospectus or a supplement or amendment to any
      document incorporated therein by reference or file a new Shelf Registration
      Statement or any other required document so that the Holder delivering such
      fully completed Notice and Questionnaire is named as a selling securityholder
      in
      a Shelf Registration Statement and the related Prospectus in such a manner
      as to
      permit such Holder to deliver such Prospectus to purchasers of the Registrable
      Securities in accordance with applicable law; provided
      that if
      a post-effective amendment or a new Shelf Registration Statement is required
      by
      the rules and regulations of the SEC in order to permit resales by such Notice
      Holder, the Company shall not be required to file more than one (1)
      post-effective amendment or new Shelf Registration Statement for such purpose
      in
      any 60 day period; provided
      further
      that in
      no event shall the Company be obligated to file more than one such supplement
      in
      any 60 day period; and, if the Company shall file a post-effective amendment
      to
      a Shelf Registration Statement or shall file a new Shelf Registration Statement,
      the Company shall use reasonable best efforts to cause such post-effective
      amendment or new Shelf Registration Statement to be declared effective under
      the
      Securities Act as promptly as is practicable, but in any event by the date
      (the
“Amendment
      Effectiveness Deadline”)
      that
      is 45 days after the date such post-effective amendment or new Shelf
      Registration Statement is required by this clause to be filed with the
      SEC;

     

    (ii)  provide
      such Holder, upon request, with a reasonable number of copies of any documents
      filed pursuant to Section
      2(e)(i);
      and

     

    (iii)  notify
      such Holder as promptly as practicable after the effectiveness under the
      Securities Act of any new Shelf Registration Statement or post-effective
      amendment filed pursuant to Section
      2(e)(i);

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    provided
      that if
      such Notice and Questionnaire is delivered during a Deferral Period, or a
      Deferral Period is put into effect within ten Business Days after the date
      such
      Holder became a Notice Holder, the Company shall so inform the Holder delivering
      such Notice and Questionnaire and shall, subject to the limitations of this
      Section
      2(e)
      take the
      actions set forth in clauses (i), (ii) and (iii) above upon expiration of the
      Deferral Period in accordance with Section
      3(h).
      Notwithstanding anything contained herein to the contrary, (i) the Company
      shall
      be under no obligation to name any Holder that is not a Notice Holder as a
      selling securityholder in any Shelf Registration Statement or related Prospectus
      and (ii) the Amendment Effectiveness Deadline shall be extended by up to 15
      Business Days from the expiration of a Deferral Period.

     

    (f)  The
      parties hereto agree that the Holders of Registrable Securities will suffer
      damages, and that it would not be feasible to ascertain the extent of such
      damages with precision, if:

     

    (i)  a
      Shelf
      Registration Statement has not been declared effective under the Securities
      Act
      on or prior to the Effectiveness Deadline;

     

    (ii)  the
      Company has failed to perform its obligations set forth in Section
      2(e)(i)
      within
      the time period required therein (taking into account the last sentence of
      Section
      2(e));

     

    (iii)  a
      new
      Shelf Registration Statement or a post-effective amendment to a Shelf
      Registration Statement filed pursuant to Section
      2(e)(i)
      has not
      become effective under the Securities Act on or prior to the Amendment
      Effectiveness Deadline (taking into account the last sentence of Section
      2(e));

     

    (iv)  a
      supplement to a Prospectus is required to be filed with the SEC pursuant to
      Section
      2(e)(i)
      and
      fails to be filed with the SEC within the prescribed period and in the manner
      set forth in Section
      2(e)
      above (a
      date such filing is required to be made, an “Additional
      Filing Deadline”);
      or

     

    (v)  the
      aggregate duration of Deferral Periods in any period exceeds the number of
      days
      permitted in respect of such period pursuant to Section
      3(h)
      hereof.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Each
      event described in any of the foregoing clauses (i) through (v) is individually
      referred to herein as a “Registration
      Default.”
For
      purposes of this Agreement, each Registration Default set forth above shall
      begin and end on the dates set forth in the table set forth below:

     

    
      	
              Type
                of Registration Default by Clause

            	 	
              Beginning
                Date

            	 	
              Ending
                Date

            
	 	 	 	 	 
	
              (i)

               

            	 	
              Effectiveness
                Deadline

               

            	 	
              the
                date a Shelf Registration Statement becomes effective under the Securities
                Act

            
	 	 	 	 	 
	
              (ii)

               

            	
            	
              the
                date by which the Company is required to perform its obligations
                under
                Section
                2(e)(i)
                (taking into account the last sentence of Section
                2(e))

            	 	
              the
                date the Company performs its obligations set forth in Section
                2(e)(i)

            
	 	 	 	 	 
	
              (iii)

               

            	 	
              the
                Amendment Effectiveness Deadline (taking into account the last sentence
                of
                Section
                2(e))

            	 	
              the
                date the applicable post-effective amendment to a Shelf Registration
                Statement or a new Shelf Registration Statement becomes effective under
                the Securities Act

            
	 	 	 	 	 
	
              (iv)

               

            	 	
              the
                Additional Filing Deadline

            	 	
              the
                date the applicable supplement to a Prospectus is filed with the
                SEC in
                the manner set forth in Section
                2(e)

            
	 	 	 	 	 
	
              (v)

               

            	 	
              the
                date on which the aggregate duration of Deferral Periods in any period
                exceeds the number of days permitted by Section
                3(h)

            	 	
              termination
                of the Deferral Period that caused the limit on the aggregate duration
                of
                Deferral Periods to be exceeded

               

            


    

    


    For
      purposes of this Agreement, Registration Defaults shall begin on the dates
      set
      forth in the table above and shall continue until the ending dates set forth
      in
      the table above.

     

    Subject
      to Section 2(a)(ii), commencing on (and including) any date that a Registration
      Default has begun and ending on (but excluding) the next date on which there
      are
      no Registration Defaults that have occurred and are continuing (a “Registration
      Default Period”),
      the
      Company shall pay to Record Holders of Registrable Securities in respect of
      each
      day in the Registration Default Period, additional interest in respect of any
      Security, at a rate per annum equal to 0.25% of the aggregate principal amount
      of such Security for the first 90 days of such Registration Default and a rate
      per annum equal to 0.50% of the aggregate principal amount of such Security
      thereafter (the “Additional
      Interest Amount”);
      provided
      that in
      the case of a Registration Default Period that is in effect solely as a result
      of a Registration Default of the type described in clause (ii), (iii) or (iv)
      of
      the preceding paragraph, such Additional Interest Amount shall be paid only
      to
      the Holders (as set forth in the succeeding paragraph) that have delivered
      Notices and Questionnaires that caused the Company to incur the obligations
      set
      forth in Section
      2(e)
      the
      non-performance of which is the basis of such Registration Default.
      Notwithstanding the foregoing, no Additional Interest Amount shall accrue as
      to
      any Registrable Security from and after the earlier of (x) the date such
      security is no longer a Registrable Security (y) the date, and to the extent,
      a
      Security is converted in accordance with the Indenture and (z) expiration of
      the
      Effectiveness Period. The rate of accrual of the Additional Interest Amount
      with
      respect to any period shall not exceed the rate provided for in this paragraph
      notwithstanding the occurrence of multiple concurrent Registration Defaults.
      All
      installments of additional interest shall be paid by wire transfer of
      immediately available funds to the account specified by the Notice Holder or,
      if
      no such account is specified, by mailing a check to such Notice Holder’s address
      shown in the register of the registrar for the Notes or, with respect to any
      Notes that have been converted, such Notice Holder’s mailing address as shown on
      its Notice and Questionnaire.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    The
      Additional Interest Amount shall accrue from the first day of the applicable
      Registration Default Period, and shall be payable on each Interest Payment
      Date
      during the Registration Default Period (and on the Interest Payment Date next
      succeeding the end of the Registration Default Period if the Registration
      Default Period does not end on a Interest Payment Date) to the Record Holders
      of
      the Registrable Securities entitled thereto; provided
      that any
      Additional Interest Amount accrued with respect to any Security or portion
      thereof redeemed by the Company on a redemption date, purchased by the Company
      on a repurchase date or converted into Underlying Securities on a conversion
      date prior to the Interest Payment Date, shall, in any such event, be paid
      instead to the Holder who submitted such Security or portion thereof for
      redemption, purchase or conversion on the applicable redemption date, repurchase
      date or conversion date, as the case may be, on such date (or promptly following
      the conversion date, in the case of conversion), unless the redemption date
      or
      the repurchase date, as the case may be, falls after the Record Date immediately
      preceding the Interest Payment Date and on or prior to the corresponding
      Interest Payment Date; and provided
      further,
      that,
      in the case of a Registration Default of the type described in clause (ii),
      (iii) or (iv) of the first paragraph of this Section
      2(f)
      such
      Additional Interest Amount shall be paid only to the Holders entitled thereto
      by
      check mailed to the address set forth in the Notice and Questionnaire delivered
      by such Holder. The Trustee shall be entitled, on behalf of registered holders
      of Securities, to seek any available remedy for the enforcement of this
      Agreement, including for the payment of such Additional Interest Amount.
      Notwithstanding the foregoing, the parties agree that the sole damages payable
      for a violation of the terms of this Agreement with respect to which additional
      interest is expressly provided shall be such Additional Interest Amount. Nothing
      shall preclude any Holder from pursuing or obtaining specific performance or
      other equitable relief with respect to this Agreement.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    All
      of
      the Company’s obligations set forth in this Section
      2(f)
      that are
      outstanding with respect to any Registrable Security at the time such security
      ceases to be a Registrable Security shall survive until such time as all such
      obligations with respect to such security have been satisfied in full
      (notwithstanding termination of this Agreement pursuant to Section
      8(l)).
      If a
      Registrable Security ceases to be outstanding during a Registration Default
      Period for which an Additional Interest Amount would be payable with respect
      to
      such Registrable Security, then the Additional Interest Amount payable hereunder
      with respect to such Registrable Security shall be prorated on the basis of
      the
      number of full days such Registrable Security is outstanding during such
      Registration Default Period.

     

    The
      parties hereto agree that the additional interest provided for in this
Section
      2(f)
      constitutes a reasonable estimate of the damages that may be incurred by Holders
      of Registrable Securities by reason of the failure of a Shelf Registration
      Statement to be declared effective or available for effecting resales of
      Registrable Securities in accordance with the provisions hereof.

     

    Section
      3.
      Registration Procedures. Subject
      to Section 2(a)(ii), in connection with the registration obligations of the
      Company under Section
      2
      hereof,
      the Company shall:

     

    (a)  Before
      filing any Shelf Registration Statement or Prospectus or any amendments or
      supplements thereto with the SEC, furnish to the Initial Purchasers and the
      Special Counsel of such offering, if any, copies of all such documents proposed
      to be filed at least three Business Days prior to the filing of such Shelf
      Registration Statement or amendment thereto or Prospectus or supplement
      thereto.

     

    (b)  Subject
      to Section
      3(h),
      prepare
      and file with the SEC such amendments and post-effective amendments to each
      Shelf Registration Statement as may be necessary to keep such Shelf Registration
      Statement continuously effective during the Effectiveness Period; cause the
      related Prospectus to be supplemented by any required prospectus supplement,
      and
      as so supplemented to be filed pursuant to Rule 424 (or any similar provisions
      then in force) under the Securities Act; and use its reasonable best efforts
      to
      comply with the provisions of the Securities Act applicable to it with respect
      to the disposition of all securities covered by such Shelf Registration
      Statement during the Effectiveness Period in accordance with the intended
      methods of disposition by the sellers thereof set forth in such Shelf
      Registration Statement as so amended or such Prospectus as so
      supplemented.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (c)  As
      promptly as practicable give notice to the Notice Holders, the Initial
      Purchasers and the Special Counsel, (i)
      when any
      Prospectus, prospectus supplement, Shelf Registration Statement or
      post-effective amendment to a Shelf Registration Statement has been filed with
      the SEC and, with respect to a Shelf Registration Statement or any
      post-effective amendment, when the same has been declared effective,
(ii)
      of any
      request, following the effectiveness of the initial Shelf Registration Statement
      under the Securities Act, by the SEC or any other federal or state governmental
      authority for amendments or supplements to any Shelf Registration Statement
      or
      related Prospectus or for additional information, (iii)
      of the
      issuance by the SEC or any other federal or state governmental authority of
      any
      stop order suspending the effectiveness of any Shelf Registration Statement
      or,
      to the Company’s knowledge, the initiation or threatening of any proceedings for
      that purpose, (iv)
      of the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction or, to the Company’s knowledge, the
      initiation or threatening of any proceeding for such purpose, (v)
      after
      the effective date of any Shelf Registration Statement filed with the SEC
      pursuant to this Agreement, of the occurrence of, but not the nature of or
      details concerning, a Material Event and (vi)
      of the
      determination by the Company that a post-effective amendment to a Shelf
      Registration Statement will be filed with the SEC, which notice may, at the
      discretion of the Company (or as required pursuant to Section
      3(h))
      state
      that it constitutes a Deferral Notice, in which event the provisions of
Section
      3(h)
      shall
      apply.

     

    (d)  Use
      reasonable best efforts to obtain the withdrawal of any order suspending the
      effectiveness of a Shelf Registration Statement or the lifting of any suspension
      of the qualification (or exemption from qualification) of any of the Registrable
      Securities for sale in any jurisdiction in which they have been qualified for
      sale, in either case at the earliest possible moment, and provide immediate
      notice to each Notice Holder and the Initial Purchasers of the withdrawal of
      any
      such order.

     

    (e)  As
      promptly as practicable, furnish to each Notice Holder, the Special Counsel
      and
      the Initial Purchasers, upon request and without charge, at least one conformed
      copy of each Shelf Registration Statement and any amendment thereto, but
      excluding exhibits and all documents incorporated or deemed to be incorporated
      therein by reference (unless requested in writing to the Company by such Notice
      Holder, Special Counsel or the Initial Purchasers).

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (f)  During
      the Effectiveness Period, deliver to each Notice Holder, the Special Counsel,
      if
      any, and the Initial Purchasers, in connection with any sale of Registrable
      Securities pursuant to a Shelf Registration Statement, without charge, as many
      copies of the Prospectus relating to such Registrable Securities (including
      each
      preliminary prospectus) and any amendment or supplement thereto as such Notice
      Holder may reasonably request; and the Company hereby consents (except during
      such periods that a Deferral Notice is outstanding and has not been revoked)
      to
      the use of such Prospectus or each amendment or supplement thereto by each
      Notice Holder in connection with any offering and sale of the Registrable
      Securities covered by such Prospectus or any amendment or supplement thereto
      in
      the manner set forth therein.

     

    (g)  Prior
      to
      any public offering of the Registrable Securities pursuant to a Shelf
      Registration Statement, use reasonable best efforts to register or qualify
      or
      cooperate with the Notice Holders and the Special Counsel in connection with
      the
      registration or qualification (or exemption from such registration or
      qualification) of such Registrable Securities for offer and sale under the
      securities or, if required, Blue Sky laws of such jurisdictions within the
      United States as any Notice Holder reasonably requests in writing (which request
      may be included in the Notice and Questionnaire); prior to any public offering
      of the Registrable Securities pursuant to a Shelf Registration Statement, use
      reasonable best efforts to keep each such registration or qualification (or
      exemption therefrom) effective during the Effectiveness Period in connection
      with such Notice Holder’s offer and sale of Registrable Securities pursuant to
      such registration or qualification (or exemption therefrom) and do any and
      all
      other acts or things reasonably necessary or advisable to enable the disposition
      in such jurisdictions of such Registrable Securities in the manner set forth
      in
      the Shelf Registration Statement and the related Prospectus; provided
      that the
      Company will not be required to (i)
      qualify
      as a foreign corporation or as a dealer in securities in any jurisdiction where
      it would not otherwise be required to qualify but for this Agreement or
(ii)
      take any
      action that would subject it to general service of process in suits or to
      taxation in any such jurisdiction where it is not then so subject.

     

    (h)  Upon
      (A)
      the issuance by the SEC of a stop order suspending the effectiveness of a Shelf
      Registration Statement or the initiation of proceedings with respect to a Shelf
      Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B)
      the
      occurrence of any event or the existence of any fact (a “Material
      Event”)
      as a
      result of which a Shelf Registration Statement shall contain any untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary to make the statements therein not misleading,
      or
      any Prospectus shall contain any untrue statement of a material fact or omit
      to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading, or (C) the occurrence or existence of any pending
      corporate development that, in the reasonable discretion of the Company, makes
      it appropriate to suspend the availability of a Shelf Registration Statement
      and
      the related Prospectus:

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (i)  in
      the
      case of clause (B) above, subject to the immediately succeeding sentence, as
      promptly as practicable prepare and file, if necessary pursuant to applicable
      law, a post-effective amendment to such Shelf Registration Statement or a
      supplement to the related Prospectus or any document incorporated therein by
      reference or file any other required document that would be incorporated by
      reference into such Shelf Registration Statement and Prospectus so that such
      Shelf Registration Statement does not contain any untrue statement of a material
      fact or omit to state any material fact required to be stated therein or
      necessary to make the statements therein not misleading, and so that such
      Prospectus does not contain any untrue statement of a material fact or omit
      to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading, as thereafter delivered to the purchasers of the
      Registrable Securities being sold thereunder (it being understood that the
      Company may rely on information with respect to a Notice Holder furnished in
      writing by or on behalf of such Notice Holder to the Company for use in such
      Prospectus), and, in the case of a post-effective amendment to a Shelf
      Registration Statement, subject to the immediately succeeding sentence, use
      reasonable best efforts to cause it to be declared effective as promptly as
      is
      practicable, and 

     

    (ii)  give
      notice to the Notice Holders, and the Special Counsel, if any, that the
      availability of a Shelf Registration Statement is suspended (a “Deferral
      Notice”).
      

     

    The
      Company will use reasonable best efforts to ensure that the use of the
      Prospectus may be resumed (x) in the case of clause (A) above, as promptly
      as is
      practicable, (y) in the case of clause (B) above, as soon as, in the sole
      judgment of the Company, public disclosure of such Material Event would not
      be
      prejudicial to or contrary to the interests of the Company or, if necessary
      to
      avoid unreasonable burden or expense, as soon as practicable thereafter and
      (z)
      in the case of clause (C) above, as soon as in the reasonable discretion of
      the
      Company, such suspension is no longer appropriate. The Company shall be entitled
      to exercise its right under this Section
      3(h)
      to
      suspend the availability of a Shelf Registration Statement or any Prospectus,
      and any such period during which the availability of the Shelf Registration
      Statement and any Prospectus is suspended (the “Deferral
      Period”)
      shall,
      without incurring any obligation to pay additional interest pursuant to
Section
      2(f),
      not
      exceed 45 days in any 90-day period (or 60 days in any 90-day period in the
      event of a Material Event pursuant to which the Company has delivered a second
      notice as required below) or 90 days in any 12 month period; provided
      that in
      the case of a Material Event relating to an acquisition or a probable
      acquisition or financing, recapitalization, business combination or other
      similar transaction, the Company may, without incurring any obligation to pay
      additional interest pursuant to Section
      2(f),
      deliver
      to Notice Holders a second notice to the effect set forth above, which shall
      have the effect of extending the Deferral Period by up to an additional 30
      days,
      or such shorter period of time as is specified in such second
      notice.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (i)  If
      requested in writing in connection with a disposition of Registrable Securities
      pursuant to a Shelf Registration Statement, make reasonably available for
      inspection during normal business hours by a representative for the Notice
      Holders of such Registrable Securities, any broker-dealers, attorneys and
      accountants retained by such Notice Holders, and any attorneys or other agents
      retained by a broker-dealer engaged by such Notice Holders, all relevant
      financial and other records and pertinent corporate documents and properties
      of
      the Company and its subsidiaries, and cause the appropriate officers, directors
      and employees of the Company and its subsidiaries to make reasonably available
      for inspection during normal business hours on reasonable notice all relevant
      information reasonably requested by such representative for the Notice Holders,
      or any such broker-dealers, attorneys or accountants in connection with such
      disposition, in each case as is customary for similar “due diligence”
examinations; provided
      that
      such
      persons shall first agree in writing with the Company that any non-public
      information shall be used solely for the purposes of satisfying “due diligence”
obligations under the Securities Act and exercising rights under this Agreement
      and shall be kept confidential by such persons, unless (i)
      disclosure of such information is required by court or administrative order
      or
      is necessary to respond to inquiries of regulatory authorities, (ii)
      disclosure of such information is required by law (including any disclosure
      requirements pursuant to federal securities laws in connection with the filing
      of any Shelf Registration Statement or the use of any prospectus referred to
      in
      this Agreement), (iii)
      such
      information becomes generally available to the public other than as a result
      of
      a disclosure or failure to safeguard by any such person or (iv)
      such
      information becomes available to any such person from a source other than the
      Company and such source is not bound by a confidentiality agreement;
provided
      further
      that the
      foregoing inspection and information gathering shall, to the greatest extent
      possible, be coordinated on behalf of all the Notice Holders and the other
      parties entitled thereto by the Special Counsel. Any person legally compelled
      to
      disclose any such confidential information made available for inspection shall
      provide the Company with prompt prior written notice of such requirement so
      that
      the Company may seek a protective order or other appropriate
      remedy.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (j)  Comply
      with all applicable rules and regulations of the SEC and make generally
      available to its securityholders earning statements covering a period of twelve
      months (which need not be audited) satisfying the provisions of Section 11(a)
      of
      the Securities Act and Rule 158 thereunder (or any similar rule promulgated
      under the Securities Act) for a 12-month period commencing on the first day
      of
      the first fiscal quarter of the Company commencing after the effective date
      of a
      Shelf Registration Statement, which statements shall be made available no later
      than 45 days after the end of the 12-month period or 90 days if the 12-month
      period coincides with the fiscal year of the Company.

     

    (k)  If
      electronic global certificates for the Registrable Securities are not then
      available, cooperate with each Notice Holder to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      sold or to be sold pursuant to a Shelf Registration Statement, which
      certificates shall not bear any restrictive legends, and cause such Registrable
      Securities to be in such denominations as are permitted by the Indenture and
      registered in such names as such Notice Holder may request in writing at least
      two Business Day prior to any sale of such Registrable Securities.

     

    (l)  Provide
      a
      CUSIP number for all Registrable Securities covered by each Shelf Registration
      Statement not later than the effective date of such Shelf Registration Statement
      and provide the Trustee and the transfer agent for the Shares with printed
      certificates, if required, for the Registrable Securities that are in a form
      eligible for deposit with The Depository Trust Company.

     

    (m)  Cooperate
      and assist in any filings required to be made with the Financial Industry
      Regulatory Authority, Inc. (“FINRA”).

     

    (n)  Upon
      (i)
      the
      filing of the initial Shelf Registration Statement and (ii)
      the
      effectiveness of the initial Shelf Registration Statement, announce the same,
      in
      each case by release to Reuters Economic Services and Bloomberg Business
      News.

     

    Section
      4.
      Holder’s Obligations. (a)
      Each
      Holder agrees, by acquisition of the Registrable Securities, that no Holder
      shall be entitled to sell any of such Registrable Securities pursuant to a
      Shelf
      Registration Statement or to receive a Prospectus relating thereto, unless
      such
      Holder has furnished the Company with a Notice and Questionnaire as required
      pursuant to Section
      2(e)
      hereof
      (including the information required to be included in such Notice and
      Questionnaire) and the information set forth in the next sentence. Each Notice
      Holder agrees promptly to furnish to the Company all information required to
      be
      disclosed in order to make the information previously furnished to the Company
      by such Notice Holder not misleading and any other information regarding such
      Notice Holder and the distribution of such Registrable Securities as the Company
      may from time to time reasonably request. Any sale of any Registrable Securities
      by any Holder shall constitute a representation and warranty by such Holder
      that
      the information relating to such Holder and its plan of distribution is as
      set
      forth in the Prospectus delivered by such Holder in connection with such
      disposition, that such Prospectus does not as of the time of such sale contain
      any untrue statement of a material fact relating to or provided by such Holder
      or its plan of distribution and that such Prospectus does not as of the time
      of
      such sale omit to state any material fact relating to or provided by such Holder
      or its plan of distribution necessary to make the statements in such Prospectus,
      in the light of the circumstances under which they were made, not
      misleading. 

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (b)  Upon
      receipt of any Deferral Notice, each Notice Holder agrees not to sell any
      Registrable Securities pursuant to any Shelf Registration Statement until such
      Notice Holder’s receipt of copies of the supplemented or amended Prospectus
      provided for in Section
      3(h)(i),
      or
      until it is advised in writing by the Company that the Prospectus may be
      used.

     

    Section
      5.
      Registration Expenses. The
      Company shall bear all fees and expenses incurred in connection with the
      performance by the Company of its obligations under Sections 2
      and
3
      of this
      Agreement whether or not any Shelf Registration Statement is declared effective.
      Such fees and expenses shall include, without limitation, (i) all registration
      and filing fees including, without limitation, fees and expenses (x) with
      respect to filings required to be made with the FINRA and (y) related to
      compliance with federal and state securities or Blue Sky laws, if any
      (including, without limitation, reasonable fees and disbursements of the Special
      Counsel in connection with Blue Sky qualifications of the Registrable Securities
      under the laws of such jurisdictions as Notice Holders of a majority of the
      Registrable Securities being sold pursuant to a Shelf Registration Statement
      may
      designate), (ii) printing expenses (including, without limitation, expenses
      of
      printing certificates for Registrable Securities in a form eligible for deposit
      with The Depository Trust Company), (iii) duplication expenses relating to
      copies of any Shelf Registration Statement or Prospectus delivered to any
      Holders hereunder, (iv) fees and disbursements of counsel for the Company in
      connection with any Shelf Registration Statement, (v) reasonable fees and
      disbursements of the Trustee and its counsel and of the registrar and transfer
      agent for the Shares, (vi) Securities Act liability insurance obtained by the
      Company in its sole discretion and (vii) the fees and disbursements of Special
      Counsel the selection of which shall be reasonably agreed by the Company. In
      addition, the Company shall pay the internal expenses of the Company (including,
      without limitation, all salaries and expenses of officers and employees
      performing legal or accounting duties), the expense of any annual audit, the
      fees and expenses incurred in connection with the listing by the Company of
      the
      Registrable Securities on any securities exchange on which similar securities
      of
      the Company are then listed and the fees and expenses of any person, including
      special experts, retained by the Company. Notwithstanding the provisions of
      this
Section
      5,
      each
      seller of Registrable Securities shall pay any broker’s commission, agency fee
      or underwriter’s discount or commission in connection with the sale of the
      Registrable Securities under a Shelf Registration Statement.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Section
      6.
      Indemnification and Contribution. 

     

    (a)  The
      Company agrees to indemnify and hold harmless each Initial Purchaser, each
      Notice Holder, each person, if any, who controls any Initial Purchaser or Notice
      Holder within the meaning of either Section 15 of the Securities Act or Section
      20 of the Exchange Act, and each affiliate of any Initial Purchaser or Notice
      Holder within the meaning of Rule 405 under the Securities Act from and against
      any and all losses, claims, damages and liabilities (including, without
      limitation, any legal or other expenses reasonably incurred in connection with
      defending or investigating any such action or claim) caused by any untrue
      statement or alleged untrue statement of a material fact contained in any Shelf
      Registration Statement or any amendment thereof, any preliminary prospectus
      or
      any Prospectus (as amended or supplemented if the Company shall have furnished
      any amendments or supplements thereto) or any Issuer Free Writing Prospectus
      prepared by it or authorized by it in writing for use by such Notice Holder
      (as
      amended or supplemented if the Company shall have furnished any amendments
      or
      supplements thereto), caused by any omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, except insofar as such losses, claims,
      damages or liabilities are caused by any such untrue statement or omission
      or
      alleged untrue statement or omission based upon information relating to any
      Initial Purchaser or Notice Holder furnished to the Company in writing by,
      or on
      behalf of, such Initial Purchaser or Notice Holder expressly for use therein;
      provided
      that
      the
      foregoing indemnity shall not inure to the benefit of any Notice Holder (or
      to
      the benefit of any person controlling such Notice Holder) from whom the person
      asserting such losses, claims or liabilities purchased the Registrable
      Securities, if a copy of the Prospectus or the Issuer Free Writing Prospectus
      (both as then amended or supplemented if the Company shall have furnished any
      amendments or supplements thereto) was not sent or given by or on behalf of
      such
      Notice Holder to such person,
      if
      required by law so to have been delivered at or prior to the written
      confirmation of the sale of the Registrable Securities to such person, and
      if
      the Prospectus or the Issuer Free Writing Prospectus (both as so amended or
      supplemented) would have cured the defect giving rise to such losses, claims,
      damages or liabilities, unless such failure is the result of noncompliance
      by
      the Company with Section
      2(b)
      hereof;
      provided further
      that no
      Initial Purchaser or Holder shall be entitled to this indemnity to the extent,
      and only to the extent, such loss, damage, expense, liability, claim or action
      arises out of a disposition, pursuant to a Shelf Registration Statement, of
      Registrable Securities by such Initial Purchaser or Holder during a Deferral
      Period, provided such Initial Purchaser or Holder received, prior to such
      disposition, a Deferral Notice with respect to such Deferral
      Period.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (b)  Each
      Notice Holder agrees severally and not jointly to indemnify and hold harmless
      the Company and its directors, its officers who sign any Shelf Registration
      Statement and each person, if any, who controls the Company (within the meaning
      of either Section 15 of the Securities Act or Section 20 of the Exchange Act)
      or
      any other Notice Holder, to the same extent as the foregoing indemnity from
      the
      Company to such Notice Holder, but only with reference to information relating
      to such Notice Holder furnished to the Company in writing by or on behalf of
      such Notice Holder expressly for use in such Shelf Registration Statement,
      Prospectus or Issuer Free Writing Prospectus or amendment or supplement thereto.
      In no event shall the liability of any Notice Holder hereunder be greater in
      amount than the dollar amount of the proceeds received by such Notice Holder
      upon the sale of the Registrable Securities pursuant to the Shelf Registration
      Statement giving rise to such indemnification obligation.

     

    (c)  In
      case
      any proceeding (including any governmental investigation) shall be instituted
      involving any person in respect of which indemnity may be sought pursuant to
      Section
      6(a)
      or
6(b)
      hereof,
      such person (the “indemnified
      party”)
      shall
      promptly notify the person against whom such indemnity may be sought (the
“indemnifying
      party”)
      in
      writing and the indemnifying party, upon request of the indemnified party,
      shall
      retain counsel reasonably satisfactory to the indemnified party to represent
      the
      indemnified party and any others the indemnifying party may designate in such
      proceeding and shall pay the reasonable fees and disbursements of such counsel
      related to such proceeding. In any such proceeding, any indemnified party shall
      have the right to retain its own counsel, but the fees and expenses of such
      counsel shall be at the expense of such indemnified party, unless (i)
      the
      indemnifying party and the indemnified party shall have mutually agreed to
      the
      retention of such counsel or (ii)
      the
      named parties to any such proceeding (including any impleaded parties) include
      both the indemnifying party and the indemnified party and representation of
      both
      parties by the same counsel would be inappropriate due to actual or potential
      differing interests between them. It is understood that the indemnifying party
      shall not, in respect of the legal expenses of any indemnified party in
      connection with any proceeding or related proceedings in the same jurisdiction,
      be liable for the fees and expenses of more than one separate firm (in addition
      to any local counsel) for all such indemnified parties and that all such fees
      and expenses shall be reimbursed as they are incurred. Such firm shall be
      designated in writing by, in the case of parties indemnified pursuant to
Section
      6(a),
      the
      Holders of a majority (with Holders of Securities deemed to be the Holders,
      for
      purposes of determining such majority, of the number of shares of Underlying
      Securities into which such Securities are or would be convertible as of the
      date
      on which such designation is made) of the Registrable Securities covered by
      the
      Shelf Registration Statement held by Holders that are indemnified parties
      pursuant to Section
      6(a)
      and, in
      the case of parties indemnified pursuant to Section
      6(b),
      the
      Company. The indemnifying party shall not be liable for any settlement of any
      proceeding effected without its written consent, but if settled with such
      consent, the indemnifying party agrees to indemnify the indemnified party from
      and against any loss or liability by reason of such settlement. Notwithstanding
      the foregoing sentence, if at any time an indemnified party shall have requested
      an indemnifying party to reimburse the indemnified party for fees and expenses
      of counsel as contemplated by the second and third sentences of this paragraph,
      the indemnifying party agrees that it shall be liable for any settlement of
      any
      proceeding effected without its written consent if (i) such settlement is
      entered into more than 30 days after receipt by such indemnifying party of
      the aforesaid request, (ii) such indemnifying party shall not have reimbursed
      the indemnified party in accordance with such request prior to the date of
      such
      settlement and (iii) such indemnified party shall have given such indemnifying
      party at least thirty 30 days’ prior notice of its intention to settle. No
      indemnifying party shall, without the prior written consent of the indemnified
      party, effect any settlement of any pending or threatened proceeding in respect
      of which any indemnified party is or could have been a party and indemnity
      could
      have been sought hereunder by such indemnified party, unless such settlement
      includes an unconditional release of such indemnified party from all liability
      on claims that are the subject matter of such proceeding.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (d)  To
      the
      extent that the indemnification provided for in Section
      6(a)
      or
6(b)
      is
      unavailable to an indemnified party or insufficient in respect of any losses,
      claims, damages or liabilities referred to therein, then each indemnifying
      party
      under such paragraph, in lieu of indemnifying such indemnified party thereunder,
      shall contribute to the amount paid or payable by such indemnified party as
      a
      result of such losses, claims, damages or liabilities (i)
      in such
      proportion as is appropriate to reflect the relative benefits received by the
      indemnifying party or parties on the one hand and the indemnified party or
      parties on the other hand or (ii)
      if the
      allocation provided by clause (i) above is not permitted by applicable law,
      in
      such proportion as is appropriate to reflect not only the relative benefits
      referred to in clause (i) above but also the relative fault of the indemnifying
      party or parties on the one hand and of the indemnified party or parties on
      the
      other hand in connection with the statements or omissions that resulted in
      such
      losses, claims, damages or liabilities, as well as any other relevant equitable
      considerations. The relative benefits received by the Company shall be deemed
      to
      be equal to the total net proceeds from the initial placement pursuant to the
      Purchase Agreement (before deducting expenses) of the Registrable Securities
      to
      which such losses, claims, damages or liabilities relate. The relative benefits
      received by any Holder shall be deemed to be equal to the net proceeds from
      the
      sale of Registrable Securities sold by such Holder. The relative fault of the
      Holders or the Initial Purchaser on the one hand and the Company on the other
      hand shall be determined by reference to, among other things, whether the untrue
      or alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by the Holders
      or the Initial Purchaser or by the Company, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      statement or omission. The Holders’ respective obligations to contribute
      pursuant to this Section
      6(d)
      are
      several in proportion to the respective number of Registrable Securities they
      have sold pursuant to a Shelf Registration Statement, and not
      joint.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section
      6(d)
      were
      determined by pro
      rata
      allocation or by any other method of allocation that does not take into account
      the equitable considerations referred to in the immediately preceding paragraph.
      The amount paid or payable by an indemnified party as a result of the losses,
      claims, damages or liabilities referred to in the immediately preceding
      paragraph shall be deemed to include, subject to the limitations set forth
      above, any legal or other expenses reasonably incurred by such indemnified
      party
      in connection with investigating or defending any such action or claim.
      Notwithstanding this Section
      6(d),
      no
      indemnifying party that is a selling Holder shall be required to contribute
      any
      amount in excess of the amount by which the total price at which the Registrable
      Securities sold by it and distributed to the public were offered to the public
      exceeds the amount of any damages that such indemnifying party has otherwise
      been required to pay by reason of such untrue or alleged untrue statement or
      omission or alleged omission. No person guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Securities Act) shall be entitled
      to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation.

     

    (e)  The
      remedies provided for in this Section
      6
      are not
      exclusive and shall not limit any rights or remedies which may otherwise be
      available to an indemnified party at law or in equity, hereunder, under the
      Purchase Agreement or otherwise.

     

    (f)  The
      indemnity and contribution provisions contained in this Section
      6
      shall
      remain operative and in full force and effect regardless of (i)
      any
      termination of this Agreement, (ii)
      any
      investigation made by or on behalf of any Holder or Initial Purchaser, any
      person controlling any Holder or Initial Purchaser or any affiliate of any
      Holder or Initial Purchaser or by or on behalf of the Company, its officers
      or
      directors or any person controlling the Company and (iii)
      the sale
      of any Registrable Securities by any Holder.

     

    Section
      7.
      Information Requirements. The
      Company covenants that, if at any time before the end of the Effectiveness
      Period, the Company is not subject to the reporting requirements of the Exchange
      Act, it will cooperate with any Holder and take such further reasonable action
      as any Holder may reasonably request in writing (including, without limitation,
      making such reasonable representations as any such Holder may reasonably
      request), all to the extent required from time to time to enable such Holder
      to
      sell Registrable Securities without registration under the Securities Act within
      the limitation of the exemptions provided by Rule 144 and Rule 144A under the
      Securities Act and customarily taken in connection with sales pursuant to such
      exemptions. Upon the written request of any Holder, the Company shall deliver
      to
      such Holder a written statement as to whether it has duly filed all reports
      required to be filed by it under Section 13 or 15(d) the Exchange Act during
      the
      preceding 12 months, unless such a statement has been included in the Company’s
      most recent report filed pursuant to Section 13 or Section 15(d) of Exchange
      Act. Notwithstanding the foregoing, nothing in this Section
      7
      shall be
      deemed to require the Company to register any of its securities (other than
      the
      Shares) under the Exchange Act.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Section
      8.
      Miscellaneous. 

     

    (a)  No
      Conflicting Agreements. The
      Company is not, as of the date hereof, a party to, nor shall it, on or after
      the
      date of this Agreement, enter into, any agreement with respect to its securities
      that conflicts with the rights granted to the Holders in this Agreement. The
      Company represents and warrants that the rights granted to the Holders hereunder
      do not in any way conflict with the rights granted to the holders of the
      Company’s securities under any other agreements.

     

    (b)  Amendments
      and Waivers. The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the Company has obtained the
      written consent of Holders of a majority of the then outstanding Underlying
      Securities constituting Registrable Securities (with Holders of Securities
      deemed to be the Holders, for purposes of this Section, of the number of
      outstanding shares of Underlying Securities into which such Securities are
      or
      would be convertible as of the date on which such consent is requested).
      Notwithstanding the foregoing, a waiver or consent to depart from the provisions
      hereof with respect to a matter that relates exclusively to the rights of
      Holders whose securities are being sold pursuant to a Shelf Registration
      Statement and that does not directly or indirectly affect the rights of other
      Holders may be given by Holders of at least a majority of the Registrable
      Securities being sold by such Holders pursuant to such Shelf Registration
      Statement; provided
      that the
      provisions of this sentence may not be amended, modified or supplemented except
      in accordance with the provisions of the immediately preceding sentence.
      Notwithstanding the foregoing sentence, this Agreement may be amended by written
      agreement signed by the Company and the Initial Purchasers, without the consent
      of the Holders of Registrable Securities, to cure any ambiguity or to correct
      or
      supplement any provision contained herein that may be defective or inconsistent
      with any other provision contained herein, or to make such other provisions
      in
      regard to matters or questions arising under this Agreement that shall not
      adversely affect the interests of the Holders of Registrable Securities. Each
      Holder of Registrable Securities outstanding at the time of any such amendment,
      modification, supplement, waiver or consent or thereafter shall be bound by
      any
      such amendment, modification, supplement, waiver or consent effected pursuant
      to
      this Section
      8(b)
      whether
      or not any notice, writing or marking indicating such amendment, modification,
      supplement, waiver or consent appears on the Registrable Securities or is
      delivered to such Holder.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (c)  Notices.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by hand delivery, by fax, by courier or by first-class mail,
      return receipt requested, and shall be deemed given (i) when made, if made
      by
      hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one Business
      Day after being deposited with such courier, if made by overnight courier or
      (iv) on the date indicated on the notice of receipt, if made by first-class
      mail, to the parties as follows:

     

    (i)  if
      to a
      Holder, at the most current address given by such Holder to the Company in
      a
      Notice and Questionnaire or any amendment thereto;

     

    (ii)  if
      to the
      Company, to:

     

    ShengdaTech,
      Inc.

    Youth
      Pioneer Park, Tai’an Economic and 

    Technological
      Development Zone

    Tai’an
      City, Shangdong Province 271000, PRC

    Attention:
      Xiangzhi Chen

    Fax
      No.: 86-538-856-0687

     

    with
      a
      copy to:

     

    Cadwalader
      Wickersham & Taft LLP

    2301
      China Central Place Tower 2, No. 79 Jianguo

    Road,
      Beijing 100025, PRC

    Attention:
      Jiannan Zhang, Esq.

    Fax:
      86-10-6599-7300

     

    (iii)  if
      to the
      Initial Purchasers, to:

     

    Oppenheimer
      & Co. Inc.

    300
      Madison Avenue

    New
      York,
      New York 10017

    Attention:
      Andrew MacInnes, Managing Director

    Head
      of
      Equity Capital Markets

    Fax:
      1-212-667-6140

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    with
      a
      copy to:

     

    Shearman
      & Sterling, LLP

    12
      Floor
      East Tower, Twin Towers

    B-12
      Jianguomenwai Dajie

    Beijing
      100022, People’s Republic of China

    Attention:
      Alan Seem

    Fax:
      (86-10) 6563-6000

     

    or
      to
      such other address as such person may have furnished to the other persons
      identified in this Section
      8(c)
      in
      writing in accordance herewith.

     

    (d)  Approval
      of Holders.
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Securities is required hereunder, Registrable Securities held by
      the
      Company or its affiliates (as such term is defined in Rule 405 under the
      Securities Act) (other than the Initial Purchasers or subsequent Holders if
      such
      subsequent Holders are deemed to be such affiliates solely by reason of their
      holdings of such Registrable Securities) shall not be counted in determining
      whether such consent or approval was given by the Holders of such required
      percentage.

     

    (e)  Successors
      and Assigns. Any
      person who purchases any Registrable Securities from the Initial Purchasers
      shall be deemed, for purposes of this Agreement, to be an assignee of the
      Initial Purchasers. This Agreement shall inure to the benefit of and be binding
      upon the successors and assigns of each of the parties and shall inure to the
      benefit of and be binding upon each Holder of any Registrable Securities;
provided
      that
      nothing herein shall be deemed to permit any assignment, transfer or other
      disposition of Registrable Securities in violation of the terms of the
      Indenture. If any transferee of any Holder shall acquire Registrable Securities,
      in any manner, whether by operation of law or otherwise, such Registrable
      Securities shall be held subject to all of the terms of this Agreement, and
      by
      taking and holding such Registrable Securities, such person shall be
      conclusively deemed to have agreed to be bound by and to perform all of the
      terms and provisions of this Agreement and such person shall be entitled to
      receive the benefits hereof.

     

    (f)  Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be original and all of which taken together shall constitute one and the
      same
      agreement.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (g)  Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    (h)  Submission
      to Jurisdiction; Appointment of Agent for Service.
      Each of
      the parties hereto irrevocably submits to the non-exclusive jurisdiction of
      any
      New York State or United States Federal court sitting in the borough of
      Manhattan, The City of New York (each a “New
      York Court”)
      over
      any suit, action or proceeding arising out of or relating to this Agreement,
      the
      Indenture, the Securities, the Registration Rights Agreement or the offering
      of
      the Securities. The Company irrevocably waives, to the fullest extent permitted
      by law, any objection which it may now or hereafter have to the laying of venue
      of any such suit, action or proceeding brought in such a court and any claim
      that any such suit, action or proceeding brought in such a court has been
      brought in an inconvenient forum. To the extent that the Company has or
      hereafter may acquire any immunity (on the grounds of sovereignty or otherwise)
      from the jurisdiction of any court or from any legal process with respect to
      itself or its property, the Company irrevocably waives, to the fullest extent
      permitted by law, such immunity in respect of any such suit, action or
      proceeding. The Company hereby irrevocably appoints CT Corporation, with offices
      at 111 Eighth Ave., New York, New York 10011 as its agent for service of process
      in any suit, action or proceeding described in the preceding paragraph and
      agrees that service of process in any such suit, action or proceeding may be
      made upon it at the office of such agent. The Company waives, to the fullest
      extent permitted by law, any other requirements of or objections to personal
      jurisdiction with respect thereto. The Company represents and warrants that
      such
      agent has agreed to act as the Company’s
      agent
      for service of process, and the Company agrees to take any and all action,
      including the filing of any and all documents and instruments, that may be
      necessary to continue such appointment in full force and effect.

     

    (i)  Governing
      Law.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK. 

     

    (j)  Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held to be
      invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected, impaired or invalidated thereby, and
      the
      parties hereto shall use their best efforts to find and employ an alternative
      means to achieve the same or substantially the same result as that contemplated
      by such term, provision, covenant or restriction, it being intended that all
      of
      the rights and privileges of the parties shall be enforceable to the fullest
      extent permitted by law.

     

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (k)  Entire
      Agreement.
      This
      Agreement is intended by the parties as a final expression of their agreement
      and is intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein and the registration rights granted by the Company with respect to the
      Registrable Securities. Except as provided in the Purchase Agreement, there
      are
      no restrictions, promises, warranties or undertakings, other than those set
      forth or referred to herein, with respect to the registration rights granted
      by
      the Company with respect to the Registrable Securities. This Agreement
      supersedes all prior agreements and undertakings among the parties with respect
      to such registration rights. No party hereto shall have any rights, duties
      or
      obligations other than those specifically set forth in this Agreement. In no
      event will such methods of distribution take the form of an underwritten
      offering of the Registrable Securities without the prior agreement of the
      Company. 

     

    (l)  Termination.
      This
      Agreement and the obligations of the parties hereunder shall terminate upon
      the
      end of the Effectiveness Period, except for any liabilities or obligations
      under
Section
      4,
      5
      or
6
      hereof
      and the obligations to make payments of and provide for additional interest
      under Section
      2(f)
      hereof
      to the extent such additional interest accrues prior to the end of the
      Effectiveness Period, each of which shall remain in effect in accordance with
      its terms.

     

    


     

    [REMAINDER
      OF PAGE LEFT BLANK INTENTIONALLY]

     

     

    
 

    
      ShengdaTech,
        Inc.

      Registration
        Rights Agreement

    

    
       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above.

     

     

    
      	 	 	 
	 	
              SHENGDATECH,
                INC.

            
	 
 	 
 	 
 
	 	By:  	
              /s/
                Xiangzhi Chen

            
	 	
              

              Name: Xiangzhi
                Chen

            
	 	
              Title:
                Chief Executive Officer

            


    

     

     

    


     

     

     

    
      SIGNATURE
        PAGE TO

      REGISTRATION
        RIGHTS AGREEMENT

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    


    Confirmed
      and accepted as of the date first above written, for
      itself and as the representative of the several Initial Purchasers:

     

    
      	
              OPPENHEIMER
                & CO. INC.

               

            	 
	
              By:

            	/s/
              Andrew MacInnes	 
	 	
              Name:
                Andrew MacInnes

            	 
	 	
              Title:
                Managing Director

               
Head
                of Equity Capital
                Markets

            	 


    

     

     

     

     

     

    
      SIGNATURE
        PAGE TO

      REGISTRATION
        RIGHTS AGREEMENT