Execution
      Version

    


    ShengdaTech,
      Inc.

     

    $100,000,000

     

    6.00%
      Senior Convertible Notes due 2018

     

    PURCHASE
      AGREEMENT

    


    May
      22,
2008

    


    Oppenheimer
      & Co. Inc.

    300
      Madison Avenue

    New
      York,
      New York 10017

    (as
      Representative of the Initial Purchasers)

    


    Ladies
      & Gentlemen:

     

    ShengdaTech,
      Inc., a Nevada corporation (the “Company”),
      proposes to issue and sell to Oppenheimer & Co. Inc. and the other initial
      purchasers named on Schedule I to this Agreement (the “Initial
      Purchasers”),
      for
      whom Oppenheimer & Co., Inc. is acting as Representative (the “Representative”),
      $100,000,000 in aggregate principal amount of 6.00% Senior Convertible Notes
      due
      2018 (the “Firm Notes”),
      subject to the terms and conditions set forth herein.

     

    1. The
      Transaction.
      Subject
      to the terms and conditions herein contained, the Company proposes to issue
      and
      sell to the Initial Purchasers, severally and not jointly, the Firm Notes which
      are convertible into the common stock, $0.00001 par value per share, of the
      Company (the “Common
      Stock”).
      In
      addition, the Company proposes to grant to the Initial Purchasers an option
      to
      purchase up to an additional $15,000,000 principal amount of Notes from the
      Company (the “Option
      Notes”)
      pursuant to the terms hereof. The Firm Notes and the Option Notes are
      collectively referred to herein as the “Notes.”
The
      Notes are to be issued under an Indenture between the Company and The Bank
      of
      New York, as trustee (the “Trustee”)
      (the
“Indenture”).
      

     

    The
      amount of the Notes to be purchased by each of the several Initial Purchasers
      are set forth opposite their names on Schedule I hereto. 

     

    In
      connection with the sale of the Notes, the Company has prepared a preliminary
      offering memorandum, dated May 14, 2008 (the “Preliminary
      Offering Memorandum”),
      and
      has prepared a final offering memorandum, dated the date hereof (the
“Offering
      Memorandum”),
      each
      setting forth information regarding the Company, the subsidiaries listed on
      Schedule II hereto (the “Subsidiaries”),
      the
      Notes, the terms of the Offering and the transactions contemplated by the
      Transaction Documents (as defined below), and any material developments relating
      to the Company occurring after the date of the most recent financial statements
      included therein. Any references herein to the Preliminary Offering Memorandum
      or the Offering Memorandum shall be deemed to include, in each case, all
      amendments and supplements thereto and any information and/or documents
      incorporated by reference therein. The Company hereby confirms that it has
      authorized the use of the Disclosure Package (as defined below) and the Offering
      Memorandum in connection with the offering and resale of the Notes by the
      Initial Purchasers.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Company understands that the Initial Purchasers propose to make an offering
      of
      the Notes (the “Exempt
      Resales”)
      only
      on the terms and in the manner set forth in the Disclosure Package and the
      Offering Memorandum, as amended or supplemented, and the terms hereof as soon
      as
      the Initial Purchasers deem advisable after this Agreement has been executed
      and
      delivered, solely to persons in the United States whom the Initial Purchasers
      reasonably believe to be (i) “qualified institutional buyers” (each, a
“QIB”)
      as
      defined in Rule 144A under the Securities Act of 1933, as amended (the
“Securities
      Act”),
      as
      such rule may be amended from time to time (“Rule
      144A”)
      in
      transactions under Rule 144A, or (ii) institutional accredited investors (as
      defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
      (“Institutional
      Accredited Investors”)
      that,
      prior to their purchase of the Notes, deliver to the Initial Purchasers a letter
      containing the representations and agreements set forth in Annex B to the
      Offering Memorandum, in transactions pursuant to another exemption of sale
      of
      securities from registration requirements of the Securities Act, including
      pursuant to transactions under “Section 4(1-1/2)”. The QIBs and Institutional
      Accredited Investors are referred to herein from time to time as the
“Eligible
      Purchasers.”
The
      Initial Purchasers will offer the Notes to such Eligible Purchasers initially
      at
      a price equal to 100% of the principal amount thereof. Such price may be changed
      by the Initial Purchasers at any time without notice.

     

    The
      Notes
      are convertible in accordance with their terms and the terms of the Indenture
      into Common Stock (except for any cash in lieu of fractional shares) at an
      initial conversion rate of 100.6036 shares of Common Stock per $1,000 principal
      amount of Notes.

     

    Holders
      of the Notes (including the Initial Purchasers and their direct and indirect
      transferees) will be entitled to the benefits of a Registration Rights
      Agreement, to be dated the Closing Date (as defined below) and substantially
      in
      the form attached hereto as Exhibit A hereto (the "Registration
      Rights Agreement"),
      pursuant to which the Company will agree to file one or more registration
      statements with the Securities and Exchange Commission (the "Commission")
      under
      the conditions set forth therein, to the extent required by the Registration
      Rights Agreement, for the purpose of registration under the Securities Act
      of
      (i) the Registrable Securities referred to (and as defined) in the Registration
      Rights Agreement, which are identical in all material respects to the Notes
      (except that the Registrable Securities will not contain terms with respect
      to
      transfer restrictions) and (ii) the Common Stock issuable upon conversion of
      the
      Notes or for the purpose of registration of the resale of the Notes and the
      Common Stock issuable upon conversion of the Notes.

     

    This
      Agreement, the Notes, the Registration Rights Agreement and the Indenture are
      hereinafter referred to collectively as the “Transaction
      Documents.”
       


    
      
        
        

      

      
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    Capitalized
      terms used herein and not otherwise defined shall have the meanings assigned
      to
      such terms in the Disclosure Package, and if not defined therein, in the
      Indenture.

     

    2. Representations
      and Warranties of the Company.
      The
      Company represents and warrants to, and agrees with, each of the Initial
      Purchasers that:

     

    (a) (i)
      The
      Preliminary Offering Memorandum as of its date did not, (ii) the Preliminary
      Offering Memorandum, as supplemented by the information listed in Schedule
      III
      hereto (the “Pricing
      Supplement”)
      (the
      Preliminary Offering Memorandum and the Pricing Supplement taken together,
      the
“Disclosure
      Package”),
      as of
      the Applicable Time (as defined below) does not, (iii) the Offering Memorandum
      as of its date does not, and as of the Closing Date will not, and (iv) any
      supplement or amendment to any of the documents referenced in clauses (i)
      through (iii) above does not and will not, contain 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, the representations and
      warranties contained in this paragraph shall not apply to statements in or
      omissions from the Preliminary Offering Memorandum or the Offering Memorandum
      (or any supplement or amendment thereto, including the Pricing Supplement)
      made
      in reliance upon and in conformity with Initial Purchaser Information (as such
      term is defined in Section 11 hereof). For purposes of this Agreement, the
      “Applicable
      Time”
means
      5:00 p.m. New York City time on the date of this Agreement.

     

    (b) The
      Disclosure Package and the Offering Memorandum have been or will be prepared
      by
      the Company for use by the Initial Purchasers in connection with the offering
      of
      the Notes.

     

    (c) 
      The
      financial information and statements, including the notes thereto, and the
      supporting schedules, if any, included in the Disclosure Package and the
      Offering Memorandum present fairly the financial position as of the dates
      indicated and the cash flows and results of operations for the periods specified
      of the Company and its Subsidiaries in the Disclosure Package and the Offering
      Memorandum; except as otherwise stated in the Disclosure Package and the
      Offering Memorandum, said financial statements have been prepared in conformity
      with U.S. GAAP applied on a consistent basis throughout the periods involved;
      and the supporting schedules included in the Disclosure Package and the Offering
      Memorandum present fairly the information required to be stated therein. The
      other financial and statistical information included in the Disclosure Package
      and the Offering Memorandum derived from the historical and as adjusted
      financial information and statements, present fairly the information included
      therein and have been prepared on a basis consistent with that of the financial
      statements, historical and as adjusted financial information and statements,
      that are included in the Disclosure Package and the Offering Memorandum and
      the
      books and records of the respective entities presented therein and, to the
      extent such information is a range, projection or estimate, is based on the
      good
      faith belief and estimates of the management of the Company and the
      Subsidiaries.

     

    (d)
       Hansen,
      Barnett & Maxwell, P.C. (the “Auditor”)
      who
      have certified or will certify the financial statements and supporting schedules
      and information of the Company and its Subsidiaries included or to be included
      as part of the Disclosure Package and the Offering Memorandum, are and, during
      the periods covered by their report, were an independent public accounting
      firm
      as required by the Securities Act and the Exchange Act.


    
      
        
        

      

      
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    (e)
      The
      Company and each of the Subsidiaries are duly organized, validly existing and
      in
      good standing under the laws of their respective jurisdictions of incorporation
      or organization, and each such entity has all requisite power and authority
      to
      carry on its business as it is currently being conducted and as described in
      the
      Disclosure Package and the Offering Memorandum, and to own, lease and operate
      its respective properties. The Company and each of its Subsidiaries is duly
      qualified to do business and is in good standing as a foreign corporation in
      each jurisdiction in which the nature of the business conducted by it or
      location of the assets or properties owned, leased or licensed by it requires
      such qualification, except for those failures to be so qualified or in good
      standing which (individually or in the aggregate) would not reasonably be
      expected to have, individually or in the aggregate, a material adverse effect
      on
      (A) the business, general affairs, management, condition (financial or
      otherwise), results of operations, stockholders’ equity, or properties of the
      Company and the Subsidiaries, individually or taken as a whole, (B) the
      long-term debt or capital stock of the Company or any Subsidiary, (C) the
      issuance or marketability of the Notes or (D) the validity of this Agreement
      or
      any other Transaction Documents or the transactions described in the Disclosure
      Package and the Offering Memorandum under the caption “Use of Proceeds” (any
      such effect being a “Material
      Adverse Effect”).

     

    (f) The
      Subsidiaries listed on Schedule II hereto are the only “subsidiaries” of the
      Company (within the meaning of Rule 405 under the Securities Act). Except for
      the Subsidiaries or as otherwise disclosed in the Disclosure Package and the
      Offering Memorandum, the Company holds no ownership or other interest, nominal
      or beneficial, direct or indirect, in any corporation, partnership, joint
      venture or other business entity. All of the issued shares of capital stock
      of,
      or other ownership interests in, each Subsidiary have been duly and validly
      authorized and issued and are fully paid and non-assessable and are owned,
      directly or indirectly, by the Company, free and clear of any lien, charge,
      mortgage, pledge, security interest, claim, limitation on voting rights, equity,
      trust or other encumbrance, preferential arrangement, defect or restriction
      of
      any kind whatsoever (any “Lien”).

     

    (g) The
      Company and each of the Subsidiaries has all requisite corporate power and
      authority, and all necessary authorizations, approvals, consents, orders,
      licenses, certificates and permits of and from all governmental or regulatory
      bodies or any other person or entity (collectively, the "Permits"),
      to
      own, lease and license its assets and properties and conduct its business,
      all
      of which are valid and in full force and effect, except where the lack of such
      Permits, individually or in the aggregate, would not have a Material Adverse
      Effect. The Company and each of the Subsidiaries has fulfilled and performed
      in
      all material respects all of its obligations with respect to such Permits and
      no
      event has occurred that allows, or after notice or lapse of time would allow,
      revocation or termination thereof or results in any other material impairment
      of
      the rights of the Company thereunder. No Permits are required to enter into,
      deliver and perform this Agreement or any other Transaction Document and to
      issue and sell the Notes. 


    
      
        
        

      

      
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    (h) Except
      as
      described in the Disclosure Package and the Offering Memorandum, the Company
      and
      each of the Subsidiaries owns or possesses all rights to use all patents, patent
      rights, inventions, trademarks, trademark applications, trade names, service
      marks, copyrights, copyright applications, licenses, know-how and other similar
      rights and proprietary knowledge (collectively, “Intangibles”)
      reasonably necessary for the conduct of its business. Neither the Company nor
      any of the Subsidiaries has received any notice of, or is aware of, any
      infringement of or conflict with asserted rights of others with respect to
      any
      Intangibles.

     

    (i) The
      Company and each of the Subsidiaries has good and marketable title to all real
      property, and good and marketable title, or valid land use rights granted by
      relevant authorities in China to all other property owned by it described in
      the
      Disclosure Package and the Offering Memorandum, in each case free and clear
      of
      all Liens, except such as do not materially affect the value of such property
      and do not materially interfere with the use made or proposed to be made of
      such
      property by the Company and the Subsidiaries. All property held under lease
      by
      the Company and the Subsidiaries is held by them under valid, existing and
      enforceable leases, free and clear of all Liens, except such as are not material
      and do not materially interfere with the use made or proposed to be made of
      such
      property by the Company and the Subsidiaries. Subsequent to the respective
      dates
      as of which information is given in the Disclosure Package and the Offering
      Memorandum, (i) there has not been any event which, individually or in the
      aggregate, would have a Material Adverse Effect; (ii) neither the Company nor
      any of the Subsidiaries has sustained any loss or interference with its assets,
      businesses or properties (whether owned or leased) from fire, explosion,
      earthquake, flood or other calamity, whether or not covered by insurance, or
      from any labor dispute or any court or legislative or other governmental action,
      order or decree which, individually or in the aggregate, would have a Material
      Adverse Effect; and (iii) since the date of the latest balance sheet included
      in
      the Disclosure Package and the Offering Memorandum except as may be disclosed
      in
      the Offering Memorandum, neither the Company nor the Subsidiaries has (A) issued
      any securities or incurred any liability or obligation, direct or contingent,
      for borrowed money, except such liabilities or obligations incurred in the
      ordinary course of business, (B) entered into any transaction not in the
      ordinary course of business or (C) declared or paid any dividend or made any
      distribution on any shares of its stock or redeemed, purchased or otherwise
      acquired or agreed to redeem, purchase or otherwise acquire any shares of its
      capital stock.

     

    (j)  Each
      description of a contract, document or other agreement in the Disclosure Package
      and the Offering Memorandum accurately reflects in all material respects the
      terms of the underlying contract, document or other agreement. Each contract,
      document or other agreement described in the Disclosure Package and the Offering
      Memorandum is in full force and effect and is valid and enforceable by and
      against the Company or the Subsidiary, as the case may be, in accordance with
      its terms. Neither the Company nor any of the Subsidiaries, if a Subsidiary
      is a
      party, nor to the Company's knowledge, any other party is in default in the
      observance or performance of any term or obligation to be performed by it under
      any such agreement, and no event has occurred which with notice or lapse of
      time
      or both would constitute such a default, in any such case which default or
      event, individually or in the aggregate, would have a Material Adverse Effect.
      No default exists, and no event has occurred which with notice or lapse of
      time
      or both would constitute a default, in the due performance and observance of
      any
      term, covenant or condition, by the Company or any Subsidiary, if a Subsidiary
      is a party thereto, of any other agreement or instrument to which the Company
      or
      any of the Subsidiaries is a party or by which Company or its properties or
      business or a Subsidiary or its properties or business may be bound or affected
      which default or event, individually or in the aggregate, would have a Material
      Adverse Effect.


    
      
        
        

      

      
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    (k)  The
      statistical, industry-related and market related data included in the Disclosure
      Package and the Offering Memorandum are based on or derived from sources that
      the Company believes to be reliable and accurate, and such data agrees with
      the
      sources from which they are derived.

     

    (l) Neither
      the Company nor any Subsidiary (i) is in violation of its certificate or
      articles of incorporation, articles of association, by-laws, certificate of
      formation, limited liability company agreement, partnership agreement or other
      organizational documents, (ii) is in default under, and no event has occurred
      which, with notice or lapse of time, or both, would constitute a default under,
      or result in the creation or imposition of any Lien upon, any property or assets
      of the Company or any Subsidiary pursuant to, any bond, debenture, note,
      indenture, mortgage, deed of trust, loan agreement or other material agreement
      or instrument to which it is a party or by which it is bound or to which any
      of
      its properties or assets is subject or (iii) is in violation of any statute,
      law, rule, regulation, ordinance, directive, judgment, decree or order of any
      judicial, regulatory or other legal or governmental agency or body, foreign
      or
      domestic applicable to it, except (in the case of clauses (ii) and (iii) above)
      for violations or defaults that could not (individually or in the aggregate)
      reasonably be expected to have a Material Adverse Effect and except (in the
      case
      of clause (ii) alone) for any Lien disclosed in the Disclosure Package and
      the
      Offering Memorandum.

     

    (m) The
      Company has the required corporate or other power and authority to execute,
      deliver and perform its obligations under this Agreement and each of the other
      Transaction Documents to which it is a party and to consummate the transactions
      contemplated hereby and thereby, including, without limitation, the corporate
      or
      other power and authority to issue, sell and deliver the Notes.

     

    (n) The
      Notes
      have been duly and validly authorized by the Company for issuance and sale
      to
      the Initial Purchasers pursuant to this Agreement and, when executed by the
      Company and authenticated by the Trustee in accordance with the provisions
      of
      the Indenture and when delivered to and paid for by the Initial Purchasers
      in
      accordance with the terms hereof and thereof, will be duly and validly executed,
      issued and delivered and will constitute valid and legally binding obligations
      of the Company, entitled to the benefits of the Indenture and enforceable
      against the Company in accordance with their terms, except that the enforcement
      thereof may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent
      conveyance, moratorium or other similar laws now or hereafter in effect relating
      to or affecting creditors’ rights generally and (ii) general principles of
      equity. The Notes will conform in all material respects to the descriptions
      thereof in the Disclosure Package and the Offering Memorandum. At the Closing
      Date, the Notes will be in the form contemplated by the
      Indenture.


    
      
        
        

      

      
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    (o) The
      Indenture has been duly and validly authorized by the Company and, when duly
      executed and delivered by the Company (assuming the due authorization, execution
      and delivery by the Trustee), will constitute a valid and legally binding
      agreement of the Company, enforceable against the Company in accordance with
      its
      terms, except that the enforcement thereof may be limited by (i) bankruptcy,
      insolvency, reorganization, moratorium or other similar laws now or hereafter
      in
      effect relating to or affecting creditors’ rights generally and (ii) general
      principles of equity. The Indenture conforms in all material respects to the
      description thereof in the Disclosure Package and the Offering Memorandum.
      On
      the Closing Date, the Indenture will conform in all material respects to the
      requirements of the Trust Indenture Act of 1939, as amended (the “Trust
      Indenture Act”),
      and
      the rules and regulations of the Commission applicable to an indenture that
      is
      qualified thereunder.

     

    (p) The
      Registration Rights Agreement has been duly and validly authorized by the
      Company and, when duly executed and delivered by the Company (assuming the
      due
      authorization, execution and delivery by the Initial Purchasers), will
      constitute a valid and legally binding agreement of the Company, enforceable
      against the Company in accordance with its terms, except that the enforcement
      thereof may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent
      conveyance, moratorium or other similar laws now or hereafter in effect relating
      to or affecting creditors’ rights generally and (ii) general principles of
      equity. The Registration Rights Agreement conforms in all material respects
      to
      the description thereof in the Disclosure Package and the Offering
      Memorandum.

     

    (q) This
      Agreement has been duly and validly authorized, executed and delivered by the
      Company.

     

    (r)
      On
      the
      Closing Date, the Registrable Securities will
      have
      been duly authorized by the Company and, when duly executed, authenticated,
      issued and delivered as contemplated by the Registration Rights Agreement,
      will
      be duly and validly issued and outstanding and will constitute valid and legally
      binding obligations of the Company, enforceable against the Company in
      accordance with their terms and will be entitled to the benefits of the
      Indenture.

     

    (s) None
      of
      (i) the execution, delivery and performance by the Company of this Agreement
      and
      consummation of the transactions contemplated by the Transaction Documents
      to
      which each of them, respectively, is a party, (ii) the issuance and sale of
      the
      Notes or (iii) the consummation by the Company of the transactions described
      in
      the Disclosure Package and the Offering Memorandum under the caption “Use of
      Proceeds,” will give rise to a right to terminate or accelerate the due date of
      any payment due under, or conflict with or result in the breach of any term
      or
      provision of, or constitute a default (or an event which with notice or lapse
      of
      time or both would constitute a default) under, or require any consent or waiver
      under, or result in the execution or imposition of any lien, charge or
      encumbrance upon any properties or assets of the Company or any Subsidiary
      pursuant to the terms of, any indenture, mortgage, deed of trust or other
      agreement or instrument to which the Company or any Subsidiary is a party or
      by
      which either the Company or any Subsidiary or any of their properties or
      businesses is bound, or any franchise, license, permit, judgment, decree, order,
      statute, rule or regulation applicable to the Company or any Subsidiary or
      violate any provision of the charter or by-laws of the Company or any
      Subsidiary, except for such consents or waivers which have already been obtained
      and are in full force and effect.


    
      
        
        

      

      
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    (t) The
      Company has authorized and outstanding capital stock as set forth under the
      caption "Capitalization" in the Disclosure Package and the Offering Memorandum.
      All of the issued and outstanding shares of common stock of the Company have
      been duly and validly issued and are fully paid and nonassessable. There are
      no
      statutory preemptive or other similar rights to subscribe for or to purchase
      or
      acquire any shares of common stock of the Company or any of the Subsidiaries
      or
      any such rights pursuant to its charter or by-laws or any agreement or
      instrument to or by which the Company or any of the Subsidiaries is a party
      or
      bound. Except as disclosed in the Disclosure Package and the Offering
      Memorandum, there is no outstanding option, warrant or other right calling
      for
      the issuance of, and there is no commitment, plan or arrangement to issue,
      any
      share of stock of the Company or any of the Subsidiaries or any security
      convertible into, or exercisable or exchangeable for, such stock. All
      outstanding shares of capital stock of each of the Subsidiaries have been duly
      authorized and validly issued, and are fully paid and nonassessable and are
      owned directly by the Company or by another wholly owned subsidiary of the
      Company free and clear of any security interests, liens, encumbrances, equities
      or claims, other than those described in the Disclosure Package and the Offering
      Memorandum.

     

    (u) When
      the
      Notes the Initial Purchasers propose to offer in transactions under Rule 144A
      are issued and delivered pursuant to this Agreement, no securities of the
      Company or any Subsidiary will be (i) of the same class (within the meaning
      of
      Rule 144A) as such Notes the Initial Purchasers propose to offer in transactions
      under Rule 144A and (ii) except for the Common Stock of the Company, listed
      on a
      national securities exchange registered under Section 6 of the Securities
      Exchange Act of 1934, as amended (together with the rules and regulations of
      the
      Securities & Exchange Commission (the “Commission”)
      promulgated thereunder, the “Exchange
      Act”)
      or
      quoted in a United States automated interdealer quotation system.

     

    (v) Except
      as
      described in the Disclosure Package and the Offering Memorandum, no person
      has
      any rights to require registration of any security of the Company by reason
      of
      the execution by the Company of this Agreement or any other Transaction Document
      to which it is a party or the consummation by the Company of the transactions
      contemplated hereby and thereby, or as part or on account of, or otherwise
      in
      connection with the offering of the Notes and any of the other transactions
      contemplated by the Transaction Documents, and any such rights so disclosed
      have
      been effectively waived by the holders thereof, and any such waivers remain
      in
      full force and effect.

     

    (w) None
      of
      the Company or any Subsidiary or any of their respective affiliates (as defined
      in Rule 501(b) of Regulation D under the Securities Act) or representatives
      directly, or through any agent, (i) sold, offered for sale, solicited offers
      to
      buy or otherwise negotiated in respect of any “security” (as defined in the
      Securities Act) which is or could be integrated with the sale of the Notes
      in a
      manner that would require the registration under the Securities Act of the
      Notes
      or (ii) engaged in any form of general solicitation or general advertising
      (as
      those terms are used in Regulation D under the Securities Act) in connection
      with the offer and sale of the Notes or in connection with Exempt Resales of
      the
      Notes, or in any manner involving a public offering within the meaning of
      Section 4(2) of the Securities Act. Assuming the accuracy of the Initial
      Purchasers’ representations and warranties set forth in Section 3 hereof,
      neither (i) the offer and sale of the Notes to the Initial Purchasers in the
      manner contemplated by this Agreement, the Disclosure Package and the Offering
      Memorandum nor (ii) the Exempt Resales require registration under the Securities
      Act and prior to the effectiveness of any Registration Statement. The Indenture
      does not require qualification under the Trust Indenture Act. No securities
      of
      the same class as the Notes have been issued and sold by the Company or any
      Subsidiary within the six-month period immediately prior to the date
      hereof.


    
      
        
        

      

      
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    (x) Each
      of
      (i) the Preliminary Offering Memorandum as of its date, (ii) the Disclosure
      Package as of the Applicable Time, (iii) the Offering Memorandum as of its
      date
      and as of the Closing Date and (iv) each amendment or supplement to any of
      the
      documents referenced in (i), (ii) or (iii), in each case, as of its date,
      contains the information specified in, and meets the requirements of, Rule
      144A(d)(4) under the Securities Act.

     

    (y) Except
      pursuant to this Agreement, there are no contracts, agreements or understandings
      between or among the Company and the Subsidiaries, and any other person that
      would give rise to a valid claim against the Company or any Subsidiary or the
      Initial Purchasers for a brokerage commission, finder’s fee or like payment in
      connection with the issuance, purchase and sale of the Notes.

     

    (z) There
      are
      no legal or governmental proceedings pending to which the Company or any of
      Subsidiary is a party or of which any property of the Company or any Subsidiary
      is the subject which, if determined adversely to the Company or any of the
      Subsidiaries could individually or in the aggregate have a Material Adverse
      Effect; and, to the knowledge of the Company, no such proceedings are threatened
      or contemplated by governmental authorities or threatened by
      others.

     

    (aa) Neither
      the Company nor any Subsidiary is involved in any labor dispute nor, to the
      knowledge of the Company, is any such dispute threatened, which dispute,
      individually or in the aggregate, would have a Material Adverse Effect. The
      Company is not aware of any existing or imminent labor disturbance by the
      employees of any of its principal suppliers or contractors which, individually
      or in the aggregate, would have a Material Adverse Effect. The Company is not
      aware of any threatened or pending litigation between the Company or any
      Subsidiary and any of its executive officers which, if adversely determined,
      could have, individually or in the aggregate, a Material Adverse Effect and has
      no reason to believe that such officers will not remain in the employment of
      the
      Company.

     

    (bb) Except
      as
      disclosed in the Disclosure Package and the Offering Memorandum, no
      relationship, direct or indirect, exists between or among the Company, any
      Subsidiary or any affiliate of the Company, on the one hand, and any director,
      officer, stockholder, customer or supplier of the Company, any Subsidiary or
      any
      affiliate of the Company, on the other hand, which is required by the Exchange
      Act to be described in the Company’s annual and/or quarterly reports on Forms
      10-K and 10-Q, as applicable, which is not so described and described as
      required in such reports, or which would be required by the Securities Act
      to be
      described in the Disclosure Package and the Offering Memorandum if the
      Disclosure Package and the Offering Memorandum were prospectuses included in
      registration statements on Form S-1 filed with the Commission. 
      There
      are no outstanding loans, advances (except normal advances for business expenses
      in the ordinary course of business) or guarantees of indebtedness by the Company
      to or for the benefit of any of the officers or directors of the Company or
      any
      of their respective family members. The Company has not, in violation of the
      Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
      connection therewith (the “Sarbanes-Oxley
      Act”),
      directly or indirectly, including through a Subsidiary, extended or maintained
      credit, arranged for the extension of credit, or renewed an extension of credit,
      in the form of a personal loan to or for any director or executive officer
      of
      the Company.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (cc) Neither
      the Company nor any of its affiliates (as defined in Rule 144 under the
      Securities Act) has taken, nor will it take, directly or indirectly, any action
      designed to or which might reasonably be expected to cause or result in, or
      which has constituted or which might reasonably be expected to constitute,
      the
      stabilization or manipulation of the price of the Common Stock of the Company
      or
      any other security of the Company to facilitate the sale or resale of any of
      the
      Notes or the Common Stock issuable upon conversion thereof.

     

    (dd) Other
      than U.S. income tax returns, for which the Company has had no reportable income
      for any period and therefore no tax liability, the Company and each of the
      Subsidiaries has filed all tax returns in all jurisdictions which are required
      to be filed through the date hereof, which returns are true and correct in
      all
      material respects or has received timely extensions thereof, and has paid all
      taxes shown on such returns and all assessments received by it to the extent
      that the same are material and have become due. There are no tax audits or
      investigations pending, which if adversely determined would have, individually
      or in the aggregate, a Material Adverse Effect; nor are there any material
      proposed additional tax assessments against the Company or any of the
      Subsidiaries.

     

    (ee) The
      books, records and accounts of the Company and the Subsidiaries accurately
      and
      fairly reflect, the transactions in, and dispositions of, the assets of, and
      the
      results of operations of, the Company and its subsidiaries. The Company and
      each
      of the Subsidiaries maintains a system of internal accounting controls
      sufficient to provide reasonable assurances that (i) transactions are executed
      in accordance with management's general or specific authorizations, (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in accordance with generally accepted accounting principles and
      to
      maintain asset accountability, (iii) access to assets is permitted only in
      accordance with management's general or specific authorization and (iv) the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences.

     

    (ff) The
      Company and its Subsidiaries are insured by insurers of recognized financial
      responsibility against such losses and risks and in such amounts as are
      described in the Disclosure Package and the Offering Memorandum; all policies
      of
      insurance and fidelity or surety bonds insuring the Company or any of the
      Subsidiaries or the Company’s or the Subsidiaries’ respective businesses,
      assets, employees, officers and directors are in full force and effect; the
      Company and each of the Subsidiaries are in compliance with the terms of such
      policies and instruments in all material respects; and neither the Company
      nor
      any Subsidiary has any reason to believe that it will not be able to renew
      its
      existing insurance coverage as and when such coverage expires or to obtain
      similar coverage from similar insurers as may be necessary to continue its
      business at a cost that is not materially greater than the current cost. There
      are no material claims by the Company or any Subsidiary under any such policy
      or
      instrument as to which any insurance company is denying liability or defending
      under a reservation of rights clause. Neither the Company nor any of the
      Subsidiaries has been denied any insurance coverage which it has sought or
      for
      which it has applied. 


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (gg) Each
      approval, consent, order, authorization, designation, declaration or filing
      of,
      by or with any regulatory, administrative or other governmental body necessary
      in connection with the execution and delivery by the Company of this Agreement
      and the other Transaction Documents and the consummation of the transactions
      herein contemplated required to be obtained or performed by the Company has
      been
      obtained or made and is in full force and effect.

     

    (hh) The
      Company and each Subsidiary is not now and, after sale of the Notes as
      contemplated hereunder and application of the net proceeds of such sale as
      described in the Disclosure Package and the Offering Memorandum under the
      caption “Use of Proceeds,” will not be, required to register as an “investment
      company” under the Investment Company Act of 1940, as amended (the “Investment
      Company Act”)
      and is
      not and will not be an entity “controlled” by an “investment company” within the
      meaning of the Investment Company Act.

     

    (ii) The
      Company or any other person associated with or acting on behalf of the Company
      including, without limitation, any director, or executive officer of the Company
      or the Subsidiaries, has not, directly or indirectly, while acting on behalf
      of
      the Company or the Subsidiaries (i) used any corporate funds for unlawful
      contributions, gifts, entertainment or other unlawful expenses relating to
      political activity; (ii) made any unlawful payment to foreign or domestic
      government officials or employees or to foreign or domestic political parties
      or
      campaigns from corporate funds; or (iii) violated any provision of the Foreign
      Corrupt Practices Act of 1977, as amended.

     

    (jj) The
      operations of the Company and the Subsidiaries are and have been conducted
      at
      all times in compliance with applicable financial recordkeeping and reporting
      requirements of the Currency and Foreign Transactions Reporting Act of 1970,
      as
      amended, the money laundering statutes of all jurisdictions, the rules and
      regulations thereunder and any related or similar rules, regulations or
      guidelines, issued, administered or enforced by any governmental agency
      (collectively, the “Money
      Laundering Laws”)
      and no
      action, suit or proceeding by or before any court or governmental agency,
      authority or body or any arbitrator involving the Company or any of the
      Subsidiaries with respect to the Money Laundering Laws is pending, or to the
      best knowledge of the Company, threatened.

     

    (kk) Neither
      the Company nor any of its Subsidiaries nor, to the knowledge of the Company,
      any director, officer, agent, employee or affiliate of the Company or any of
      the
      Subsidiaries is currently subject to any U.S. sanctions administered by the
      Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
      and
      the Company will not directly or indirectly use the proceeds of the offering,
      or
      lend, contribute or otherwise make available such proceeds to any subsidiary,
      joint venture partner or other person or entity, for the purpose of financing
      the activities of any person currently subject to any U.S. sanctions
      administered by OFAC.

     

    (ll) None
      of
      the Company or any of the Subsidiaries nor any of their properties, assets
      or
      revenues are entitled to any right of immunity on the grounds of sovereignty
      from any legal action, suit or proceeding, from set-off or counterclaim, from
      the jurisdiction of any court, from service of process, from attachment prior
      to
      or in aid of execution of judgment or from other legal process or proceeding
      for
      the giving of any relief or for the enforcement of any
      judgment.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (mm) The
      Company has taken all reasonable steps to comply with, and to ensure compliance
      by all of the Company’s shareholders, directors and officers who are PRC
      residents or PRC citizens with any applicable rules and regulations of the
      State
      Administration of Foreign Exchange (the “SAFE
      Rules and Regulations”),
      including without limitation, requiring each shareholder, director and officer
      that is, or is directly or indirectly owned or controlled by, a PRC resident
      or
      PRC citizen to complete any registration and other procedures required under
      applicable SAFE Rules and Regulations.

     

    (nn) The
      Company has fulfilled its obligations, if any, under the minimum funding
      standards of Section 302 of the U.S. Employee Retirement Income Security Act
      of
      1974 (“ERISA”)
      and
      the regulations and published interpretations thereunder with respect to each
      “plan” as defined in Section 3(3) of ERISA and such regulations and published
      interpretations in which its employees are eligible to participate and each
      such
      plan is in compliance in all material respects with the presently applicable
      provisions of ERISA and such regulations and published interpretations. No
      “Reportable Event” (as defined in 12 ERISA) has occurred with respect to any
“Pension Plan” (as defined in ERISA) for which the Company could have any
      liability.

     

    (oo) 
      The
      Company has established and maintains disclosure controls and procedures (as
      such term is defined in Rule 13a-15 under the Exchange Act), which: (i) are
      designed to ensure that material information relating to the Company and the
      Subsidiaries is made known to the Company’s principal executive officer and its
      principal financial officer by others within those entities; (ii) provide for
      the periodic evaluation of the effectiveness of such disclosure controls and
      procedures at the end of the periods in which the periodic reports are required
      to be prepared; and (iii) are effective in all material respects to perform
      the
      functions for which they were established.

     

    (pp) Except
      as
      described in the Disclosure Package and the Offering Memorandum, based on the
      evaluation of its disclosure controls and procedures, the Company is not aware
      of (i) any significant deficiency in the design or operation of internal
      controls which could adversely affect the Company’s ability to record, process,
      summarize and report financial data or any material weaknesses in internal
      controls; or (ii) any fraud, whether or not material, that involves management
      or other employees who have a role in the Company’s internal
      controls.

     

    (qq) Except
      as
      described in the Disclosure Package and the Offering Memorandum, there are
      no
      material off-balance sheet arrangements (as defined in Item 303 of Regulation
      S-K) that, individually or in the aggregate, have or are reasonably likely
      to
      have a material current or future adverse effect on the Company’s financial
      condition, revenues or expenses, changes in financial condition, results of
      operations, liquidity, capital expenditures or capital resources.

    


    (rr) The
      Company’s Board of Directors has validly appointed an audit committee whose
      composition satisfies the requirements of Rule 4350(d)(2) of the Rules of the
      Financial Industry Regulatory Authority (the “FINRA
      Rules”)
      and
      the Board of Directors and/or the audit committee has adopted a charter that
      satisfies the requirements of Rule 4350(d)(1) of the FINRA Rules. The audit
      committee has reviewed the adequacy of its charter within the past twelve
      months.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (ss) There
      is
      and has been no failure on the part of the Company or any of its directors
      or
      officers, in their capacities as such, to comply with any provision of the
      Sarbanes-Oxley Act, including, without limitation, Section 402 related to loans
      and Sections 302 and 906 related to certifications.

     

    (tt) Each
      of
      the Company and the Subsidiaries is in compliance with all rules, laws and
      regulation relating to the use, treatment, storage and disposal of toxic
      substances and protection of health or the environment (“Environmental
      Law”)
      which
      are applicable to its business except as would not reasonable be expected to
      have a Material Adverse Effect. Except as described in the Disclosure Package
      and the Offering Memorandum, neither the Company nor the Subsidiaries has
      received any written notice from any governmental authority or third party
      of an
      asserted claim under Environmental Laws which are applicable to its business.
      Except as described in the Disclosure Package and the Offering Memorandum,
      each
      of the Company and the Subsidiaries has received all permits, licenses or other
      approvals required of it under applicable Environmental Laws to conduct its
      business and is in compliance in all material respects with all terms and
      conditions of any such permit, license or approval. To the Company’s knowledge,
      except as disclosed in the Disclosure Package and Offering Memorandum, no facts
      currently exist that will require the Company or any of the Subsidiaries to
      make
      future material capital or other expenditures to comply with Environmental
      Laws
      which are applicable to its business.

     

    (uu) The
      statements in the Preliminary Offering Memorandum and the Offering Memorandum
      under the headings “Taxation” and “Business – Regulations” insofar as such
      statements summarize legal matters, agreements, documents or proceedings
      discussed therein, are accurate and fair summaries of such legal matters,
      agreements, documents or proceedings.

     

    (vv)
      Each
      director and executive officer of the Company and each stockholder of the
      Company listed on Schedule V hereto has delivered to the Initial Purchasers
      his
      enforceable written lock-up agreement in the form attached to this Agreement
      as
      Exhibit B hereto ("Lock-Up
      Agreement").

     

    (ww)
      Upon
      the Issuance and delivery of the Notes in accordance with this Agreement and
      the
      Indenture, the Notes will be convertible at the option of the holder thereof
      into shares of the Common Stock in accordance with the terms of the Notes and
      the Indenture; the Common Stock issuable upon conversion of the Notes have
      been
      duly authorized and reserved and, when issued upon conversion of the Notes,
      will
      be validly issued, fully paid and non-assessable; and the issuance of the Common
      Stock will not be subject to any preemptive or similar rights.

     

    (xx)
      The
      Company has taken no action designed to, or likely to have the effect of,
      terminating the registration of the Common Stock under the Exchange Act or
      the
      quotation of the Common Stock on the Nasdaq Global Select Market, nor has the
      Company received any notification that the Commission or the Nasdaq Global
      Select Market is contemplating terminating such registration or
      quotation.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (yy)
      Except as described in the Disclosure Package and the Offering Memorandum,
      none
      of the Company or any of the Subsidiaries is in default under any of the
      contracts described in the Disclosure Package and the Offering Memorandum,
      has
      received a written notice or claim of any such default or has knowledge of
      any
      breach of such contracts by the other party or parties thereto, except such
      defaults or breaches as would not, individually or in the aggregate, have a
      Material Adverse Effect.

     

    (zz)
      Neither the Company nor any of the Company’s Subsidiaries has distributed or,
      prior to the later to occur of (i) the Closing Date and (ii) completion of
      the
      distribution of the Notes, will distribute any material in connection with
      the
      offering and sale of the Notes other than the Preliminary Offering Memorandum
      or
      the Offering Memorandum.

     

    Any
      certificate signed by or on behalf of the Company and delivered to the Initial
      Purchasers shall be deemed to be a representation and warranty by the Company
      to
      the Initial Purchasers as to the matters covered thereby.

     

    The
      Company acknowledges that the Initial Purchasers and, for purposes of the
      opinions to be delivered to the Initial Purchasers pursuant to Section 9 hereof,
      counsel for the Company and counsel for the Initial Purchasers, will rely upon
      the accuracy and truth of the foregoing representations and hereby consent
      to
      such reliance.

     

    3. Representations
      and Warranties of the Initial Purchasers.
      Each
      Initial Purchaser, severally and not jointly, represents, warrants and covenants
      to the Company and agrees that:

     

    (a) Such
      Initial Purchaser is a QIB and an accredited investor within the meanings of
      Rule 501(a) of the Securities Act, with such knowledge and experience in
      financial and business matters as are necessary in order to evaluate the merits
      and risks of an investment in the Notes.

     

    (b)
      Such
      Initial Purchaser (i) has not solicited offers for, or offered or sold, and
      will
      not solicit offers for, or offer or sell, the Notes by means of any form of
      general solicitation or general advertising within the meaning of Rule 502(c)
      of
      Regulation D under the Securities Act (“Regulation
      D”)
      or in
      any manner involving a public offering within the meaning of Section 4(2) of
      the
      Securities Act and (ii) it has solicited and will solicit offers for the Notes
      only from, and has offered or sold and will offer, sell or deliver the Notes,
      as
      part of their initial offering, only within the United States to persons whom
      it
      reasonably believes to be (i) QIBs,
      or if
      any such person is buying for one or more institutional accounts for which
      such
      person is acting as fiduciary or agent, only when such person has represented
      to
      it that each such account is a QIB to whom notice has been given that such
      sale
      or delivery is being made in reliance on Rule 144A and in each case, in
      transactions under Rule 144A or (ii) Institutional Accredited Investors that,
      prior to their purchase of the Notes, deliver to the Initial Purchasers a letter
      containing the representations and agreements set forth in Annex B to the
      Offering Memorandum, in transactions pursuant to another exemption from the
      registration requirements of the Securities Act, including pursuant to
      transactions under “Section 4(1-1/2)”.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (c)
      Each
      Initial Purchaser, severally and not jointly, covenants and agrees with the
      Company that such Initial Purchaser will not use or refer to any “Free Writing
      Offering Document” (as defined in Rule 405 under the Securities Act) without the
      prior written consent of the Company where the use of or reference to such
“Free
      Writing Offering Document” would require the Company to file with the Commission
      any “issuer information” (as defined in Rule 433 under the Securities Act).


     

    4. Purchase,
      Sale and Delivery.
      On the
      basis of the representations, warranties, covenants and agreements contained
      in
      this Agreement, and subject to its terms and conditions:

     

    (a)
      The
      Company agrees to issue and sell to the several Initial Purchasers, and each
      of
      the Initial Purchasers agree, severally and not jointly, to purchase from the
      Company,
      at
      a purchase price of 95.50% of the principal amount thereof, plus accrued
      interest, if any, from May 22, 2008 to the Closing Date, as defined below (the
      "Initial
      Price"),
      the
      aggregate amount of Firm Notes. The Company hereby grants to each of the Initial
      Purchasers an option to purchase all or any part of the Option Notes at the
      Initial Price. The aggregate amount of Option Notes to be purchased by each
      of
      the Initial Purchasers shall be the same percentage of the Option Notes to
      be
      purchased by each of the Initial Purchasers as such Initial Purchaser is
      purchasing of the Firm Notes. Such option may be exercised in whole or in part
      at any time on or before 12:00 noon, New York City time, on the business day
      before the Firm Notes Closing Date (as defined below), and from time to time
      thereafter within 30 days after the date of this Agreement, in each case upon
      written, facsimile or telegraphic notice, or verbal or telephonic notice
      confirmed by written, facsimile or telegraphic notice, by each of the Initial
      Purchasers to the Company no later than 12:00 noon, New York City time, on
      the
      business day before the Firm Notes Closing Date or at least two business days
      before the Option Notes Closing Date (as defined below), as the case may be,
      setting forth the aggregate amount of Option Notes to be purchased and the
      time
      and date (if other than the Firm Notes Closing Date) of such
      purchase.

     

    (b)
      Payment of the purchase price for, and delivery of, the Firm Notes shall be
      made
      at the offices of Oppenheimer & Co. Inc., 300 Madison Avenue, New York, New
      York 10017, at 10:00 a.m., New York City time, on the third business day
      following the date of this Agreement or at such time on such other date, not
      later than ten (10) business days after the date of this Agreement, as shall
      be
      agreed upon by the Company and the Representative (such time and date of
      delivery and payment are called the "Firm
      Notes Closing Date”).
      In
      addition, in the event that any or all of the Option Notes are purchased by
      the
      Initial Purchasers, payment of the purchase price, and delivery of the
      certificates, for such Option Notes shall be made at the above-mentioned
      offices, or at such other place as shall be agreed upon by the Initial
      Purchasers and the Company, on each date of delivery as specified in the notice
      from the Initial Purchasers to the Company (such time and date of delivery
      and
      payment are called the “Option
      Notes Closing Date”).
      The
      Firm Notes Closing Date and any Option Notes Closing Dates are called,
      individually, a “Closing
      Date”
and,
      together, the “Closing
      Dates”.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    (c)
      Payment for the Notes shall be made to the Company by wire transfer of
      immediately available funds or by certified or official bank check or checks
      payable in New York Clearing House (same day) funds drawn to the order of the
      Company, against delivery of the Notes to the Representative for the respective
      accounts of the Initial Purchasers.

     

    (d)
      On
      each Closing Date, the Company will deliver to the Initial Purchasers, in such
      denomination or denominations and registered in such name or names as the
      Representative requests upon notice to the Company at least 48 hours prior
      to
      the Closing Date, one or more Notes in definitive form, registered in such
      names and in such denominations as the Initial Purchasers shall request, having
      an aggregate amount corresponding to the aggregate principal amount of the
      Notes
      sold pursuant to Exempt Resales to QIBs and Institutional Accredited Investors
      (the “Definitive
      Notes”)
      against payment of the purchase price therefor by wire transfer of same-day
      funds to the account of the Company, previously designated by it in writing.
      The
      Definitive Notes shall be made available to the Initial Purchasers for
      inspection not later than 5:00 p.m., New York City time, on the business day
      immediately preceding each Closing Date.

     

    5. Offering
      by Initial Purchasers.
      The
      Initial Purchasers propose to make an offering of the Notes at the price and
      upon the terms set forth in the Offering Memorandum as soon as practicable
      after
      this Agreement is entered into and as, in the judgment of the Initial
      Purchasers, is advisable.

     

    6. Agreements
      of the Company.
      The
      Company covenants and agrees with the Initial Purchasers that:

     

    (a) The
      Company shall advise the Initial Purchasers promptly and, if requested by the
      Representative, confirm such advice in writing, (i) of the issuance by any
      state
      securities commission or other regulatory authority of any stop order or order
      suspending the qualification or exemption from qualification of any Notes for
      offering or sale in any jurisdiction, or the initiation of any proceeding for
      such purpose by any state securities commission or other regulatory authority
      and (ii) of the happening of any event that makes any statement of a material
      fact made in the Disclosure Package or the Offering Memorandum untrue or that
      requires the making of any additions to or changes in the Disclosure Package
      or
      the Offering Memorandum in order to make the Disclosure Package or the Offering
      Memorandum not misleading in the light of the circumstances existing at the
      time
      it is delivered to an Eligible Purchaser. The Company shall use its best efforts
      to prevent the issuance of any stop order or order suspending the qualification
      or exemption from qualification of any Notes under any state securities or
      blue
      sky laws and, if at any time any state securities commission or other regulatory
      authority shall issue an order suspending the qualification or exemption from
      qualification of any Notes under any state securities or blue sky laws, the
      Company shall use its best efforts to obtain the withdrawal or lifting of such
      order at the earliest possible time.

     

    (b) The
      Company shall, without charge, provide to the Initial Purchasers and to counsel
      to the Initial Purchasers, and to those persons identified by the Initial
      Purchasers to the Company as many copies of the Preliminary Offering Memorandum
      and the Offering Memorandum, and any amendments or supplements thereto, as
      the
      Initial Purchasers may reasonably request. The Company consents to the use
      of
      the Preliminary Offering Memorandum and the Offering Memorandum, and any
      amendments and supplements thereto required pursuant hereto, by the Initial
      Purchasers in connection with Exempt Resales.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    (c) The
      Company will not amend or supplement the Preliminary Offering Memorandum or
      the
      Offering Memorandum or any other document used in connection with the offer
      and
      sale of the Notes or any amendment or supplement thereto during such period
      as,
      in the opinion of counsel for the Initial Purchasers, the Preliminary Offering
      Memorandum or the Offering Memorandum is required by law to be delivered in
      connection with Exempt Resales and in connection with market-making activities
      of the Initial Purchasers for so long as any Notes are outstanding unless the
      Initial Purchasers shall previously have been advised thereof and furnished
      a
      copy for a reasonable period of time prior to the proposed amendment or
      supplement and as to which the Initial Purchasers shall not have given their
      consent, which consent shall not be unreasonably withheld. The Company shall
      promptly, upon the request of the Initial Purchasers or counsel to the Initial
      Purchasers, make any amendment or supplement to the Preliminary Offering
      Memorandum or the Offering Memorandum or any other document used in connection
      with the offer and sale of the Notes that may be necessary or advisable in
      connection with such Exempt Resales or such market making
      activities.

     

    (d) If,
      during the period referred to in 6(c) above, any event shall occur as a result
      of which, it is necessary or advisable, in the opinion of counsel for the
      Initial Purchasers, to amend or supplement the Preliminary Offering Memorandum
      or the Offering Memorandum or any other document used in connection with the
      offer and sale of the Notes in order to make such Preliminary Offering
      Memorandum or Offering Memorandum or such other document not misleading in
      the
      light of the circumstances existing at the time it is delivered to an Eligible
      Purchaser, or if for any other reason it shall be necessary or advisable to
      amend or supplement the Preliminary Offering Memorandum or the Offering
      Memorandum or such other document to comply with applicable laws, rules or
      regulations, the Company shall (subject to Section 6(c) hereof) forthwith amend
      or supplement such Preliminary Offering Memorandum or Offering Memorandum or
      such other document at its own expense so that, as so amended or supplemented,
      such Preliminary Offering Memorandum or Offering Memorandum or such other
      document will not include an untrue statement of a material fact or omit to
      state a material fact necessary in order to make the statements therein not
      misleading or so that such Preliminary Offering Memorandum or Offering
      Memorandum or such other document will comply with all applicable laws, rules
      or
      regulations; if, during the period referred to in 6(c) above, the Company
      proposes to file with the Commission an Exchange Act report that is incorporated
      by reference into the Offering Memorandum, a reasonable time prior to the
      proposed filing, the Company shall furnishes a copy of such Exchange Act report
      to the Initial Purchasers for review and comment, and shall not file such
      document with the Commission until the Initial Purchasers have been afforded
      the
      opportunity to review and comment and the Initial Purchasers have not reasonably
      objected to the filing of such Exchange Act report. 

     

    (e) The
      Company shall cooperate with the Initial Purchasers and counsel for the Initial
      Purchasers in connection with the qualification or registration of the Notes
      for
      offering and sale under the securities or blue sky laws of such jurisdictions
      as
      the Representative may designate and shall continue such qualifications in
      effect for as long as may be necessary to complete the Exempt Resales;
provided,
      however,
      that in
      connection therewith the Company shall not be required to qualify as a foreign
      corporation where it is not now so qualified or to execute a general consent
      to
      service of process in any jurisdiction or to take any other action that would
      subject it to general service of process or to taxation in respect of doing
      business in any jurisdiction in which it is not otherwise subject, in each
      case,
      other than as to matters and transactions relating to the Preliminary Offering
      Memorandum, the Offering Memorandum or Exempt Resales.


    
      
        
        

      

      
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    (f) If
      this
      Agreement shall terminate or shall be terminated after execution because of
      any
      failure or refusal on the part of the Company to comply with the terms or
      fulfill any of the conditions of this Agreement, the Company agrees to reimburse
      the Initial Purchasers for all reasonable out-of-pocket expenses (including
      reasonable fees and expenses of counsel for the Initial Purchasers) incurred
      by
      the Initial Purchasers in connection herewith.

     

    (g) The
      Company shall apply the net proceeds from the sale of the Notes in the manner
      set forth under “Use of Proceeds” in the Disclosure Package and the Offering
      Memorandum.

     

    (h) The
      Company shall not voluntarily claim, and shall actively resist any attempts
      to
      claim, the benefit of any usury laws against the holders of any
      Notes.

     

    (i) The
      Company shall do and perform all things required or necessary to be done and
      performed under this Agreement prior to or after each Closing Date and to
      satisfy all conditions precedent to the delivery of the Notes.

     

    (j) None
      of
      the Company or any of its “affiliates” (as defined in Rule 144 under the
      Securities Act) will sell, offer for sale, solicit offers to buy or otherwise
      negotiate in respect of any “security” (as defined in the Securities Act) that
      could be integrated with the sale of the Notes in a manner that would require
      the registration under the Securities Act of the sale to the Initial Purchasers
      or the Eligible Purchasers of the Notes or to take any other action that would
      result in the Exempt Resales not being exempt from registration under the
      Securities Act.

     

    (k) For
      so
      long as any of the Notes remain outstanding and are “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act and are not able
      to be sold in their entirety under Rule 144 under the Securities Act (or any
      successor provision), for the benefit of holders from time to time of Notes,
      the
      Company will furnish at its expense, upon request, to any holder or beneficial
      owner of Notes and prospective purchasers of the Notes, information specified
      in
      Rule 144A(d)(4) under the Securities Act, unless the Company are then subject
      to
      and in compliance with Section 13 or 15(d) of the Exchange Act.

     

    (l) The
      Company shall comply with all of the agreements set forth in the Registration
      Rights Agreement and the representation letters to DTC relating to the approval
      of the Notes by DTC for “book-entry” transfer.

     

    (m) The
      Company shall (i) permit the Notes to be included for quotation on The PORTAL
      Market and (ii) permit the Notes to be eligible for clearance and settlement
      through DTC.


    
      
        
        

      

      
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    (n) During
      the period of three years from the Closing Date, the Company shall deliver
      without charge to the Initial Purchasers (i) as soon as available, copies of
      each report and other communication (financial or otherwise) of the Company
      mailed to the Trustee of the holders of the Notes, stockholders or any national
      securities exchange on which any class of securities of the Company may be
      listed (including without limitation, press releases) other than materials
      filed
      with the Commission and (ii) from time to time such other information concerning
      the Company and the Subsidiaries as the Initial Purchasers may reasonably
      request.

     

    (o) The
      Company shall not take, directly or indirectly, any action which constitutes
      or
      is designed to cause or result in, or which could reasonably be expected to
      constitute, cause or result in, the stabilization or manipulation of the price
      of any security of the Company to facilitate the sale or resale of the Notes
      or
      the Common Stock issuable upon conversion thereof, or take any action prohibited
      by Regulation M under the Exchange Act, in connection with the distribution
      of
      the Notes contemplated hereby. The Company will not distribute any (i)
      preliminary offering memorandum, including, without limitation, the Preliminary
      Offering Memorandum, (ii) offering memorandum, including, without limitation,
      the Offering Memorandum or (iii) other offering material in connection with
      the
      offering and sale of the Notes.

     

    (p) For
      so
      long as the Notes constitute “restricted” securities within the meaning of Rule
      144(a)(3) under the Securities Act, the Company shall not, and shall not permit
      any Subsidiary to, solicit any offer to buy or offer to sell the Notes by means
      of any form of general solicitation or general advertising (as those terms
      are
      used in Regulation D under the Securities Act) or in any manner involving a
      public offering within the meaning of Section 4(2) of the Securities
      Act.

     

    (q) During
      the period from the Closing Date until one year after the Closing Date, without
      the prior written consent of the Initial Purchasers, the Company shall not,
      and
      shall not permit any of its “affiliates” (as defined in Rule 144 under the
      Securities Act) to, resell any of the Notes or Common Stock issuable upon
      conversion of the Notes that constitute “restricted securities” under Rule 144
      that have been reacquired by any of them.

     

    (r) Prior
      to
      the Closing Date, the Company shall not issue any press release or other
      communications, directly or indirectly, or hold any press conference with
      respect to the issuance of the Notes, the Company or any of its Subsidiaries,
      the properties, business, results of operations, condition (financial or
      otherwise), affairs or prospects of the Company or any of its Subsidiaries,
      without the prior consent of the Initial Purchasers. In such instance, the
      Company shall furnish a copy of any such release or communication to the Initial
      Purchasers for review and comment a reasonable time prior to its contemplated
      release.

     

    (s) Without
      the prior consent of the Initial Purchasers, not to make any offer relating
      to
      the Notes that would constitute a “free writing prospectus” (if the offering of
      the Notes was made pursuant to a registered offering under the Securities Act)
      as defined in Rule 405 under the Securities Act (a “Free
      Writing Offering Document”);
      any
      such Free Writing Offering Document the use of which has been consented to
      by
      the Initial Purchasers is listed on Schedule IV hereto; if at any time following
      issuance of a Free Writing Offering Document any event occurred or occurs as
      a
      result of which such Free Writing Offering Document would conflict with the
      information in the Preliminary Offering Memorandum or the Offering Memorandum
      or
      would include an 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 then prevailing, not misleading, the Company will give prompt
      notice thereof to the Initial Purchasers and, if requested by the Initial
      Purchasers, will prepare and furnish without charge to the Initial Purchasers
      a
      Free Writing Offering Document or other document which will correct such
      conflict, statement or omission.


    
      
        
        

      

      
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    (t) The
      Company, during the time prior to completion of the distribution of Notes by
      the
Initial
      Purchasers,
      will
      file all reports and other documents required to be filed with the Commission
      pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods
      required by the Exchange Act and the regulations promulgated
      thereunder.

     

    (u)
      Without
      the prior written consent of the Representative, for a period of 90 days after
      the date of this Agreement, the Company shall not issue, sell or register with
      the Commission (other than on Form S-8 or on any successor form), or otherwise
      dispose of, directly or indirectly, any (i) debt
      securities issued or guaranteed by the Company and having a maturity of more
      than one year from the date of issue, or (ii) equity securities of the Company
      (or any securities convertible into, exercisable for or exchangeable for equity
      securities of the Company.

     

    (v) The
      Company shall cause, pursuant to the terms of the Registration Rights Agreement,
      to be registered, to the extent required by the Registration Rights Agreement,
      pursuant to an effective registration statement under the Securities Act, the
      shares of Common Stock issuable upon conversion of the Notes and to use its
      best
      efforts to maintain the effectiveness of such registration statement during
      the
      entire period prescribed in the Registration Rights Agreement.

     

    (w) To
      reserve and keep available at all times, free of preemptive rights, shares
      of
      Common Stock for the purpose of enabling the Company to satisfy any obligations
      to issue shares of its Common Stock upon conversion of the Notes.

     

    (x) The
      Company shall comply with the SAFE Rules and Regulations, and shall use best
      efforts to cause its directors, officers, option holders and shareholders that
      are, or that are directly or indirectly owned or controlled by, PRC residents
      or
      PRC citizens, to comply with the SAFE Rules and Regulations applicable to them
      in connection with the Company, including without limitation, requiring each
      shareholder, option holder, director and officer that is, or is directly or
      indirectly owned or controlled by, a PRC resident or PRC citizen to complete
      any
      registration and other procedures required under applicable SAFE Rules and
      Regulations.

     

    (y) To
      use
      its best efforts to list, subject to notice of issuance, the shares of Common
      Stock issuable upon conversion of the Notes on the Nasdaq Global Select
      Market.


    
      
        
        

      

      
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    7. Expenses.
      Whether
      or not the transactions contemplated by this Agreement are consummated or this
      Agreement becomes effective or is terminated (pursuant to Section 13
      hereof or
      otherwise), the Company hereby agrees to pay all costs and expenses incident
      to
      the performance of their obligations hereunder, including the following: (i)
      the
      negotiation, preparation, printing, typing, filing, reproduction, execution
      and
      delivery of this Agreement and of the other Transaction Documents, any amendment
      or supplement to or modification of any of the foregoing and any and all other
      documents furnished pursuant hereto or thereto or in connection herewith or
      therewith and with the Exempt Resales; (ii) the preparation, printing or
      reproduction of each Preliminary Offering Memorandum, the Offering Memorandum
      (including, without limitation, financial statements), and any other document
      prepared in connection with the offer and sale of the Notes, and all amendments
      and supplements to any of them; (iii) the issuance, transfer and delivery of
      the
      Notes endorsed thereon to the Initial Purchasers; (iv) the registration or
      qualification of the Notes for offer and sale under the securities or blue
      sky
      laws of the several states (including, without limitation, filing fees, the
      cost
      of printing and mailing a preliminary and final blue sky memorandum, and the
      reasonable fees and disbursements of counsel to the Initial Purchasers relating
      to such registration or qualification); (v) the delivery (including postage,
      air
      freight charges and charges for counting and packaging) of such copies of each
      Preliminary Offering Memorandum, the Offering Memorandum and any other document
      used in connection with the offer and sale of the Notes and all amendments
      or
      supplements to any of them as may be requested for use in connection with the
      offering and sale of the Notes and the Exempt Resales; (vi) the preparation,
      printing, authentication, issuance and delivery of certificates for the Notes,
      including any stamp or other issuance or transfer taxes in connection with
      the
      original issuance and sale of the Notes and Trustee’s fees; (vii) the fees,
      disbursements and expenses of the Company’s counsel (including local and special
      counsel, if any) and accountants; (viii) the preparation, reproduction and
      delivery of the preliminary and supplemental blue sky memoranda and all other
      agreements of documents reproduced and delivered in connection with the offering
      of the Notes (including the reasonable fees and disbursements of counsel to
      the
      Initial Purchasers in connection with such preparation); (ix) all fees and
      expenses (including fees and expenses of counsel) of the Company in connection
      with the approval of the Notes by DTC for “book-entry” transfer; (x) the fees
      and expenses of the Trustee and its counsel; (xi) all expenses incurred in
      connection with the performance by the Company of its other obligations under
      this Agreement and the other Transaction Documents; (xii) the transportation
      and
      other “roadshow” expenses incurred by or on behalf of the Company
      representatives in connection with presentations to and related communications
      with prospective purchasers of the Notes; and (xiii) all expenses and listing
      fees incurred in connection with the application for quotation of the Notes
      on
      The PORTAL Market.

     

    8. Indemnification.

     

    (a) The
      Company agrees to indemnify and hold harmless the Initial Purchasers, each
      person, if any, who controls the Initial Purchasers within the meaning of
      Section 15 of the Securities Act or Section 20 of the Exchange Act and any
      affiliates of the Initial Purchasers against any and all losses, claims, damages
      and liabilities, joint or several (including any reasonable investigation,
      legal
      and other expenses incurred in connection with, and any amount paid in
      settlement of, any action, suit or proceeding or any claim asserted), to which
      they, or any of them, may become subject under the Securities Act, the Exchange
      Act or other Federal or state law or regulation, at common law or otherwise,
      insofar as such losses, claims, damages or liabilities arise out of or are
      based
      upon (i) any untrue statement or alleged untrue statement of a material fact
      contained in the Disclosure Package, any Free Writing Offering Document or
      the
      Offering Memorandum, or in any supplement thereto or amendment thereof, or
      in
      any Blue Sky application or other information or other documents executed by
      the
      Company filed in any state or other jurisdiction to qualify any or all of the
      Notes under the securities laws thereof (any such application, document or
      information being hereinafter referred to as a “Blue Sky Application”) or (ii)
      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;
      provided, however, that such indemnity shall not inure to the benefit of the
      Initial Purchasers (or any person controlling the Initial Purchasers or
      affiliate of the Initial Purchasers) on account of any losses, claims, damages
      or liabilities arising from the sale of the Notes to any person by the Initial
      Purchasers if such untrue statement or omission or alleged untrue statement
      or
      omission was made in the Disclosure Package, any Free Writing Offering Document
      or the Offering Memorandum, or in any supplement thereto or amendment thereof,
      or in any Blue Sky Application in reliance upon and in conformity with the
      Initial Purchaser Information (as defined in Section 11 hereto). This indemnity
      agreement will be in addition to any liability which the Company may otherwise
      have.


    
      
        
        

      

      
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    (b) Each
      Initial Purchaser, severally and not jointly, agrees to indemnify and hold
      harmless the Company, each person, if any, who controls the Company within
      the
      meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
      and the officers and directors of the Company, against any losses, claims,
      damages or liabilities to which such party may become subject, under the
      Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based
      upon an untrue statement or alleged untrue statement of a material fact
      contained in the Disclosure Package, any Free Writing Offering Document or
      the
      Offering Memorandum, or in any supplement thereto or amendment thereof, or
      arise
      out of or are based upon the omission or alleged omission to state therein,
      a
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances in which they were made, not misleading,
      in each case to the extent, but only to the extent, that such untrue statement
      or alleged untrue statement or omission or alleged omission was made in the
      Disclosure Package, any Free Writing Offering Document or the Offering
      Memorandum, or in any supplement thereto or amendment thereof, in reliance
      upon
      and in conformity with the Initial Purchaser Information; provided, however,
      that the obligation of any Initial Purchasers, jointly and not severally, to
      indemnify the Company (including any controlling person, director or officer
      thereof) shall be limited to the net proceeds received by such Initial Purchaser
      from the Company.

     

    (c) Any
      party
      that proposes to assert the right to be indemnified under this Section will,
      promptly after receipt of notice of commencement of any action, suit or
      proceeding against such party in respect of which a claim is to be made against
      an indemnifying party or parties under this Section, notify each such
      indemnifying party of the commencement of such action, suit or proceeding,
      enclosing a copy of all papers served. No indemnification provided for in
      Section 8(a) or 8(b) shall be available to any party who shall fail to give
      notice as provided in this Section 8(c) if the party to whom notice was not
      given was unaware of the proceeding to which such notice would have related
      and
      was prejudiced by the failure to give such notice but the omission so to notify
      such indemnifying party of any such action, suit or proceeding shall not relieve
      it from any liability that it may have to any indemnified party for contribution
      or otherwise than under this Section. In case any such action, suit or
      proceeding shall be brought against any indemnified party and it shall notify
      the indemnifying party of the commencement thereof, the indemnifying party
      shall
      be entitled to participate in, and, to the extent that it shall wish, jointly
      with any other indemnifying party similarly notified, to assume the defense
      thereof, with counsel reasonably satisfactory to such indemnified party, and
      after notice from the indemnifying party to such indemnified party of its
      election so to assume the defense thereof and the approval by the indemnified
      party of such counsel, the indemnifying party shall not be liable to such
      indemnified party for any legal or other expenses, except as provided below
      and
      except for the reasonable costs of investigation subsequently incurred by such
      indemnified party in connection with the defense thereof. The indemnified party
      shall have the right to employ its counsel in any such action, but the fees
      and
      expenses of such counsel shall be at the expense of such indemnified party
      unless (i) the employment of counsel by such indemnified party has been
      authorized in writing by the indemnifying parties, (ii) the indemnified party
      shall have been advised by counsel that there may be one or more legal defenses
      available to it which are different from or in addition to those available
      to
      the indemnifying party (in which case the indemnifying parties shall not have
      the right to direct the defense of such action on behalf of the indemnified
      party) or (iii) the indemnifying parties shall not have employed counsel to
      assume the defense of such action within a reasonable time after notice of
      the
      commencement thereof, in each of which cases the fees and expenses of counsel
      shall be at the expense of the indemnifying parties. An indemnifying party
      shall
      not be liable for any settlement of any action, suit, and proceeding or claim
      effected without its written consent, which consent shall not be unreasonably
      withheld or delayed. No indemnifying party shall, without the prior written
      consent of the indemnified party, effect any settlement of any proceeding 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 (i) such settlement includes an unconditional release of such
      indemnified party from all liability on claims that are the subject matter
      of
      such proceeding and (ii) does not contain any factual or legal admission by
      or
      with respect to any indemnified party or any adverse statement with respect
      to
      the character, professionalism, expertise or reputation of any Indemnified
      Party
      or any action or inaction of any Indemnified Party.


    
      
        
        

      

      
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    9. Contribution.
      In
      order to provide for just and equitable contribution in circumstances in which
      the indemnification provided for in Section 8(a) or 8(b) is due in accordance
      with its terms but for any reason is unavailable to or insufficient to hold
      harmless an indemnified party in respect to any losses, liabilities, claims,
      damages or expenses referred to therein, then each indemnifying party shall
      contribute to the aggregate losses, liabilities, claims, damages and expenses
      (including any investigation, legal and other expenses reasonably incurred
      in
      connection with, and any amount paid in settlement of, any action, suit or
      proceeding or any claims asserted, but after deducting any contribution received
      by any person entitled hereunder to contribution from any person who may be
      liable for contribution) incurred by such indemnified party, as incurred, in
      such proportion as is appropriate to reflect the relative benefits received
      by
      the Company, on the one hand, and the Initial Purchasers, on the other hand,
      from the offering of the Notes pursuant to this Agreement or, if such allocation
      is not permitted by applicable law, in such proportion as is appropriate to
      reflect not only the relative benefits referred to above but also the relative
      fault of the Company, on the one hand, and the Initial Purchasers, on the other
      hand, in connection with the statements or omissions which resulted in such
      losses, liabilities, claims, damages or expenses, as well as any other relevant
      equitable considerations. The Company and the Initial Purchasers agree that
      it
      would not be just and equitable if contribution pursuant to this Section 9
      were
      determined by pro rata allocation or by any other method of allocation which
      does not take account of the equitable considerations referred to above. The
      aggregate amount of losses, liabilities, claims, damages and expenses incurred
      by an indemnified party and referred to above shall be deemed to include any
      legal or other expenses reasonably incurred by such indemnified party in
      investigating, preparing or defending against any litigation, or any
      investigation or proceeding by any governmental agency or body, commenced or
      threatened, or any claim whatsoever based upon any such untrue or alleged untrue
      statement or omission or alleged omission. Notwithstanding the provisions of
      this Section 9, no Initial Purchasers shall be required to contribute any amount
      in excess of the amount by which the total price at which the Notes resold
      by it
      to Eligible Purchasers were offered to the public exceeds the amount of damages
      which such Initial Purchaser has otherwise been required to pay by reason of
      any
      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. For purposes of this
      Section 9, each person, if any, who controls an Initial Purchaser within the
      meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
      shall have the same rights to contribution as such Initial Purchaser, and each
      director of the Company, each officer of the Company, and each person, if any,
      who controls the Company within the meaning of the Section 15 of the Securities
      Act or Section 20 of the Exchange Act, shall have the same rights to
      contribution as the Company. Any party entitled to contribution will, promptly
      after receipt of notice of commencement of any action, suit or proceeding
      against such party in respect of which a claim for contribution may be made
      against another party or parties under this Section 9, notify such party or
      parties from whom contribution may be sought, but the omission so to notify
      such
      party or parties from whom contribution may be sought shall not relieve the
      party or parties from whom contribution may be sought from any other obligation
      it or they may have hereunder or otherwise than under this Section 9. No party
      shall be liable for contribution with respect to any action, suit, proceeding
      or
      claim settled without its written consent.


    
      
        
        

      

      
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    The
      remedies provided for in Section 8 and this Section 9 are not exclusive and
      shall not limit any rights or remedies which otherwise may be available to
      any
      indemnified party in law or in equity. 

    


    10. Conditions
      of Initial Purchasers’ Obligations.
      The
      obligations of the Initial Purchasers to purchase and pay for the Notes, as
      provided herein, are subject to the absence from any certificates, opinions,
      written statements or letters furnished to the Initial Purchasers pursuant
      to
      this Section 10 of any misstatement or omissions and to the satisfaction of
      the
      following additional conditions unless waived in writing by the
      Representative:

     

    (a) All
      of
      the representations and warranties of the Company contained in this Agreement
      shall be true and correct on the date hereof and on each Closing Date with
      the
      same force and effect as if made on and as of the date hereof and the Closing
      Date, respectively. The Company shall have performed or complied with all of
      the
      agreements and satisfied all conditions on their respective parts to be
      performed, complied with or satisfied hereunder at or prior to each Closing
      Date.

     

    (b) The
      Offering Memorandum shall have been printed and copies distributed to the
      Initial Purchasers not later than 10:00 a.m., New York City time, on the day
      following the date of this Agreement or at such later date and time as to which
      the Representative may agree.

     

    (c) No
      stop
      order suspending the qualification or exemption from qualification of the Notes
      in any jurisdiction referred to in Section 6(e) hereof shall have been issued
      and no proceeding for that purpose shall have been commenced or shall be pending
      or threatened.


    
      
        
        

      

      
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    (d) None
      of
      the issuance and sale of the Notes pursuant to this Agreement or any of the
      transactions contemplated by any of the other Transaction Documents shall be
      enjoined (temporarily or permanently) and no restraining order or other
      injunctive order shall have been issued; and there shall not have been any
      legal
      action, statute, order, rule, regulation, decree or other administrative
      proceeding enacted, instituted, adopted, issued or threatened against the
      Company or against any Initial Purchasers relating to the issuance of the Notes
      or the Initial Purchasers’ activities in connection therewith or any other
      transactions contemplated by this Agreement or the Offering Memorandum, or
      the
      other Transaction Documents. No action, suit or proceeding shall have been
      commenced and be pending against or affecting or, to the best of the Company’s
      knowledge, threatened against, the Company or any Subsidiary before any court
      or
      arbitrator or any governmental body, agency or official that, if adversely
      determined, could reasonably be expected, individually or in the aggregate,
      to
      result in a Material Adverse Effect; and no stop order shall have been issued
      preventing the use of the Preliminary Offering Memorandum, any Free Writing
      Offering Document, the Offering Memorandum, or any amendment or supplement
      thereto.

     

    (e) Since
      the
      respective dates as of which information is given in the Disclosure Package,
      (i)
      there shall not have occurred any change, or any development involving a
      prospective change, in or affecting the general affairs, management, business,
      condition (financial or other), properties, prospects, results of operations,
      capital stock, or long-term debt, or a material increase in the short-term
      debt,
      of the Company or any of the Subsidiaries, not contemplated by the Disclosure
      Package and the Offering Memorandum that is, in the sole judgment of the
      Representative, so material and adverse as to make it impracticable or
      inadvisable to proceed with the offering of the Notes on the terms and in the
      manner contemplated by the Transaction Documents, (ii) no dividend or
      distribution of any kind shall have been declared, paid or made by the Company
      or any of the Subsidiaries on any class of its capital stock, other than as
      disclosed in the Disclosure Package and the Offering Memorandum, (iii) none
      of
      the Company or any of the Subsidiaries shall have incurred any liability or
      obligation, direct or contingent, that is material, individually or in the
      aggregate, to the Company and the Subsidiaries, taken as a whole, and that
      is
      required to be disclosed on a balance sheet or notes thereto in accordance
      with
      U.S. GAAP and is not disclosed on the latest balance sheet or notes thereto
      included in the Disclosure Package and the Offering Memorandum and (iv) there
      shall not have occurred any event or development relating to or involving the
      Company or any of the Subsidiaries, or any of their respective officers or
      directors that makes any statement made in the Disclosure Package or the
      Offering Memorandum untrue or that, in the opinion of the Company and its
      counsel or the Initial Purchasers and their counsel, require the making of
      any
      addition to or change in the Disclosure Package or the Offering Memorandum
      in
      order to state a material fact required by any applicable law, rule or
      regulation to be stated therein or necessary in order to make the statements
      made therein not misleading.

     

    (f) At
      each
      Closing Date and after giving effect to the consummation of the transactions
      contemplated by the Transaction Documents, there exists no Default or Event
      of
      Default (as defined in the Indenture).


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    (g) The
      Initial Purchasers shall have received certificates, dated each Closing Date,
      signed by the chief executive officer and the chief financial officer of the
      Company, in form and substance satisfactory to the Representative, confirming,
      as of the Closing Date, the matters set forth in paragraphs (a), (b), (c),
      (d)
      and (e) of this Section 10 and that, as of such Closing Date, the obligations
      of
      the Company to be performed hereunder on or prior thereto have been duly
      performed.

     

    (h) The
      Initial Purchasers shall have received on the Closing Date:

     

    (i) an
      opinion and letter, dated the Closing Date, in form and substance satisfactory
      to the Initial Purchasers, of Cadwalader, Wickersham & Taft LLP and Jolley
      Urga Wirth Woodbury & Standish, United States counsel for the Company, to
      the effect set forth in Exhibit
      C-1
      hereto.

     

    (ii) an
      opinion, dated the Closing Date, in form and substance satisfactory to the
      Initial Purchasers, of Maples and Calder, British Virgin Islands counsel for
      the
      Company, to the effect set forth in Exhibit
      C-2
      hereto.

     

    (iii) an
      opinion, dated the Closing Date, in form and substance satisfactory to the
      Initial Purchasers, of King & Shine Partners, PRC counsel for the Company,
      addressed to the Company with express consent to the release to the Initial
      Purchasers, to the effect set forth in Exhibit
      C-3
      hereto.

     

    (iv) an
      opinion, dated the Closing Date, in form and substance satisfactory to the
      Initial Purchasers, of Haiwen & Partners, PRC counsel for the Initial
      Purchasers, to the effect set forth in Exhibit
      C-4
      hereto.

     

    (v) an
      opinion and letter, dated the Closing Date, in form and substance reasonably
      satisfactory to the Initial Purchasers, of Shearman & Sterling LLP, counsel
      for the Initial Purchasers.

     

    (vi) an
      opinion, dated the Closing Date, in form and substance satisfactory to the
      Initial Purchasers, of Emmet, Marvin & Martin, LLP, counsel for the Trustee,
      to the effect set forth in Exhibit
      C-5
      hereto.

     

    (i) Hansen,
      Barnett & Maxwell, P.C. (the “Auditor”), the independent registered public
      accounting firm for the Company, shall deliver to the Initial Purchasers: (i)
      simultaneously with the execution of this Agreement a signed letter from the
      Auditor addressed to the Initial Purchasers and dated the date of this
      Agreement, in form and substance reasonably satisfactory to the Representative
      and Shearman & Sterling LLP, counsel for the Initial Purchasers, containing
      statements and information of the type ordinarily included in accountants’
“comfort letters” to initial purchasers with respect to the financial statements
      and certain financial information contained in the Preliminary Offering
      Memorandum, and (ii) on each Closing Date, a signed letter from the Auditor
      addressed to the Initial Purchasers and dated the date of such Closing Date(s),
      in form and substance reasonably satisfactory to the Representative and Shearman
      & Sterling LLP, counsel for the Initial Purchasers, containing statements
      and information of the type ordinarily included in accountants' "comfort
      letters" to underwriters with respect to the financial statements and certain
      financial information contained in the Offering Memorandum.


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    (j) The
      Initial Purchasers and Shearman & Sterling LLP, counsel to the Initial
      Purchasers, shall have been furnished with such information, certificates and
      documents, in addition to those set forth above, as they may reasonably require
      for the purpose of enabling them to review or pass upon the matters referred
      to
      in this Section 10 and in order to evidence the accuracy, completeness or
      satisfaction in all material respects of any of the representations, warranties
      or conditions herein contained.

     

    (k) The
      Company and the Trustee shall have entered into the Indenture and the Initial
      Purchasers shall have received counterparts, conformed as executed, thereof
      and
      the Notes shall have been duly executed and delivered by the Company, and the
      Notes shall have been duly authenticated by the Trustee.

     

    (l) On
      or
      after the date hereof (i) there shall not have occurred any downgrading,
      suspension or withdrawal of, nor shall there have been any announcement of
      any
      potential or intended downgrading, suspension or withdrawal of, or of any review
      (or of any potential or intended review) for a possible downgrading, or with
      negative implications, or direction not determined of, any rating of the Company
      or any securities of the Company (including, without limitation, the placing
      of
      any of the foregoing ratings on credit watch with negative or developing
      implications or under review with an uncertain direction) by any “nationally
      recognized statistical rating organization” as such term is defined for purposes
      of Rule 436(g)(2) under the Securities Act, (ii) there shall not have occurred
      any change, nor shall any notice have been given of any potential or intended
      change, in the outlook for any rating of the Company or any securities of the
      Company by any such rating organization and (iii) no such rating organization
      shall have given notice that it has assigned (or is considering assigning)
      a
      lower rating to the Notes than that on which the Notes were
      marketed.

     

    (m) The
      Notes
      shall have been approved for trading on The PORTAL Market.

     

    (n) Each
      of
      the Transaction Documents and each other agreement or instrument executed in
      connection with the transactions contemplated thereby shall be reasonably
      satisfactory in form and substance to the Initial Purchasers and shall have
      been
      executed and delivered by all the respective parties thereto and shall be in
      full force and effect, and there shall have been no material amendments,
      alterations, modifications or waivers of any provision thereof since the date
      of
      this Agreement. 

     

    (o) All
      proceedings taken in connection with the issuance of the Notes and the
      transactions contemplated by this Agreement, the other Transaction Documents
      and
      all documents and papers relating thereto shall be reasonably satisfactory
      to
      the Initial Purchasers and counsel to the Initial Purchasers. The Initial
      Purchasers and counsel to the Initial Purchasers shall have received copies
      of
      such papers and documents as they may reasonably request in connection
      therewith, all in form and substance reasonably satisfactory to
      them.


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    (p) All
      opinions, certificates, letters, schedules, documents or instruments required
      by
      this Section 10 to be delivered by the Company will be in compliance with the
      provisions hereof only if they are reasonably satisfactory in form and substance
      to the Representative and counsel to the Initial Purchasers. The Company shall
      furnish the Initial Purchasers such conformed copies of such opinions,
      certificates, letters, schedules, documents and instruments in such quantities
      as the Initial Purchasers shall reasonably request.

     

    (q) On
      or
      prior to the Closing Date, the Initial Purchasers shall have received a lock
      up
      agreement substantially in the form attached hereto as Exhibit B signed by
      the
      Company’s Executive Officers, Directors and those shareholders listed on
      Schedule V hereto.

     

    (r) On
      or
      prior to the Closing Date, the Initial Purchasers shall have received a letter
      containing the representations and agreements set forth in Annex B to the
      Offering Memorandum from all Institutional Accredited Investors purchasing
      Notes
      pursuant to this Agreement.

     

    11. Initial
      Purchaser Information.
      The
      Company acknowledge that the statements with respect to the offering of the
      Notes set forth in the third, fourteenth and fifteenth paragraphs under the
      heading “Plan of Distribution” in the Preliminary Offering Memorandum and the
      Offering Memorandum constitute the only written information relating to the
      Initial Purchasers furnished to the Company by or on behalf of the Initial
      Purchasers expressly for use in the Preliminary Offering Memorandum, the
      Disclosure Package and the Offering Memorandum, for purposes of Sections 2(a),
      8(a) and 8(b) hereof (the “Initial
      Purchaser Information”).

     

    12. Survival
      of Representations and Agreements.
      The
      respective representations, warranties, covenants, agreements, indemnities
      and
      other statements of the Company their respective officers and the Initial
      Purchasers set forth in this Agreement or made by or on behalf of them,
      respectively pursuant to this Agreement shall remain operative and in full
      force
      and effect regardless of (i) any investigation made by or on behalf of the
      Company, any of its officers of directors, the Initial Purchasers or any
      controlling person referred to in Sections 8 and 9 hereof and (ii) delivery
      of
      and payment for the Notes to and by the Initial Purchasers, and shall be binding
      upon and shall inure to the benefit of, any successors, assigns, heirs, personal
      representatives of the Company, the Initial Purchasers and the indemnified
      parties referred to in Section 8 hereof. The respective representations,
      agreements, covenants, indemnities and other statements set forth in Sections
      7,
      8, 9, 12 and 13 shall survive the termination of this Agreement, regardless
      of
      any termination or cancellation of this Agreement.

     

    13. Effective
      Date of Agreement; Termination.

     

    (a) This
      Agreement shall become effective upon execution and delivery of a counterpart
      hereof by each of the parties hereto.

     

    (b) This
      Agreement may be terminated in the sole discretion of the Initial Purchasers
      by
      notice to the Company from the Representative, without liability (other than
      with respect to Sections 8 and 9 hereof) on the Initial Purchasers’ part to the
      Company in the event that the Company has failed, refused or been unable to
      perform or satisfy all conditions on their respective parts to be performed
      or
      satisfied hereunder on or prior to the Closing Date, or if: 


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    (i) there
      has
      occurred any material adverse change in the securities markets or any event,
      act
      or occurrence that has materially disrupted, or in the opinion of the Initial
      Purchasers, will in the future materially disrupt, the securities markets or
      there shall be such a material adverse change in general financial, political
      or
      economic conditions or the effect of international conditions on the financial
      markets in the United States or elsewhere is such as to make it, in the judgment
      of the Initial Purchasers, inadvisable or impracticable to market the Notes
      or
      enforce contracts for the sale of the Notes; 

     

    (ii) there
      has
      occurred any outbreak or material escalation of hostilities or other calamity
      or
      crisis the effect of which on the financial markets of the United States or
      elsewhere is such as to make it, in the judgment of the Initial Purchasers,
      inadvisable or impracticable to market the Notes or enforce contracts for the
      sale of the Notes; 

     

    (iii) trading
      in any securities of the Company has been suspended or materially limited or
      trading generally on the New York Stock Exchange, the American Stock Exchange
      or
      the Nasdaq Global Select Market shall have been suspended or materially limited,
      or minimum or maximum prices for trading shall have been fixed, or maximum
      ranges for prices for securities shall have been required by any of said
      exchanges or by order of the Commission, the Financial Industry Regulatory
      Authority or other regulatory body or governmental authority having
      jurisdiction;

     

    (iv) a
      banking
      moratorium has been declared by any state or Federal a banking moratorium has
      been declared by any state or Federal authority; 

     

    (v) in
      the
      judgment of the Initial Purchasers, there has been since the time of the
      execution of the Purchase Agreement or since the respective dates as of which
      information is given in the Disclosure Package, any material adverse change
      in
      the assets, properties, condition (financial or otherwise), or in the results
      or
      operations, business affairs or business prospects or cash flows of the Company
      and its Subsidiaries, taken as a whole, whether or not arising in the ordinary
      course of business; or

     

    (vi) any
      debt
      securities of the Company shall have been downgraded or placed on any “watch
      list” for possible downgrading by any “nationally recognized statistical rating
      organization” as defined for purposes of Rule 436(g) under the Securities
      Act.

     

    (c) If
      this
      Agreement shall be terminated pursuant to any of the provisions hereof, or
      if
      the sale of the Securities provided for herein is not consummated because any
      condition to the obligations of the Initial Purchasers set forth herein is
      not
      satisfied or because of any refusal, inability or failure on the part of the
      Company to perform any agreement herein or comply with any provision hereof,
      the
      Company will, subject to demand by the Initial Purchasers, reimburse the Initial
      Purchasers for all out-of-pocket expenses (including the fees and expenses
      of
      the Initial Purchasers’ counsel), incurred by the Initial Purchasers in
      connection herewith, subject to the limit as set forth in the engagement
      agreement between the Company and Oppenheimer. If this Agreement is terminated
      pursuant to Section 14 by reason of the default of one or more of the Initial
      Purchasers, the Company shall not be obligated to reimburse any Initial
      Purchasers on account of such expenses.


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    14. Substitution
      of Initial Purchasers.
      If any
      Initial Purchaser shall default in its obligation to purchase on the Closing
      Date the Notes agreed to be purchased hereunder, the Representative shall have
      the right, within 36 hours thereafter, to make arrangements for one or more
      of
      the non-defaulting Initial Purchasers, or any other Initial Purchasers, to
      purchase such Notes on the terms contained herein. If, however, the
      Representative shall not have completed such arrangements within such 36-hour
      period, then the Company shall be entitled to a further period of 36 hours
      within which to procure another party or other parties satisfactory to the
      Initial Purchasers to purchase such Notes on such terms. 
      If,
      after giving effect to any arrangements for the purchase of the Notes of a
      defaulting Initial Purchaser or Initial Purchasers by the Representative and
      the
      Company as provided above, the aggregate amount of Notes which remains
      unpurchased on the Closing Date does not exceed one-tenth of the aggregate
      amount of all the Notes that all the Initial Purchasers are obligated to
      purchase on such date, then the Company shall have the right to require each
      non-defaulting Initial Purchaser to purchase the aggregate amount of Notes
      which
      such Initial Purchaser agreed to purchase hereunder at such date and, in
      addition, to require each non-defaulting Initial Purchaser to purchase its
      pro
      rata share (based on the aggregate amount of Notes which such Purchaser agreed
      to purchase hereunder) of the Notes of such defaulting Initial Purchaser or
      Initial Purchasers for which such arrangements have not been made; but nothing
      herein shall relieve a defaulting Initial Purchaser from liability for its
      default. In any such case, either the Representative or the Company shall have
      the right to postpone the Closing Date for a period of not more than seven
      days
      in order to effect any necessary changes and arrangements (including any
      necessary amendments or supplements to the Offering Memorandum or any other
      documents). 

     

    If,
      after
      giving effect to any arrangements for the purchase of the Notes of a defaulting
      Initial Purchaser or Initial Purchasers by the Representative and the Company
      as
      provided above, the aggregate amount of such Notes which remains unpurchased
      exceeds 10% of the aggregate amount of all the Notes to be purchased at such
      date, then this Agreement shall terminate, without liability on the part of
      any
      non-defaulting Initial Purchasers to the Company and without liability on the
      part of the Company except as provided in Sections 7, 8, 9 and 13(b). The
      provisions of this Section 14 shall not in any way affect the liability of
      any
      defaulting Initial Purchaser to the Company or the nondefaulting Initial
      Purchasers arising out of such default. The term "Initial Purchaser" as used
      in
      this Agreement shall include any person substituted under this Section 14 with
      like effect as if such person had originally been a party to this Agreement
      with
      respect to such Securities. 

    


    15. Notices.
      All
      communications hereunder shall be in writing and, if sent to the Initial
      Purchasers, shall be hand-delivered, mailed by first-class mail, couriered
      by
      next-day air courier or faxed and confirmed in writing to Oppenheimer & Co.
      Inc., 300 Madison Avenue, New York, New York 10017, Attention: Andrew MacInnes,
      Managing Director, Head of Equity Capital Markets, and with a copy to Shearman
      & Sterling LLP, 12th
      Floor,
      East Tower, Twin Towers, B-12 Jianguomenwai Dajie, Beijing 100022, PRC,
      Attention: Alan Seem, Esq. If sent to the Company, shall be mailed, delivered,
      couriered or faxed and confirmed in writing to ShengdaTech, Inc., Youth Pioneer
      Park, Tai’an Economic and Technological Development Zone, Tai’an City, Shangdong
      Province 271000, PRC, Attention: Xiangzhi Chen, and 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.


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    16. Successors.
      This
      Agreement shall inure to the benefit of, and shall be binding upon, the Initial
      Purchasers, the Company and their respective successors, legal representatives
      and assigns, and nothing expressed or mentioned in this Agreement is intended
      or
      shall be construed to give any other person any legal or equitable right, remedy
      or claim under or in respect of, or by virtue of, this Agreement or any
      provision herein contained; this Agreement and all conditions and provisions
      hereof being intended to be and being for the sole and exclusive benefit of
      such
      persons and for the benefit of no other person except that (i) the indemnities
      of the Company contained in Section 8 hereof shall also be for the benefit
      of
      the controlling persons and agents referred to in Sections 8 and 9 hereof and
      (ii) the indemnities of the Initial Purchasers contained in Section 8
      hereof shall also be for the benefit of the directors of the Company, and its
      officers, employees and agents and any controlling person or persons referred
      to
      in Sections 8 and 9 hereof. No purchaser of Notes from the Initial Purchasers
      will be deemed a successor, legal representative or assign because of such
      purchase.

     

    17. No
      Waiver; Modifications in Writing.
      No
      failure or delay on the part of the Company or the Initial Purchasers in
      exercising any right, power or remedy hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise of any such right, power
      or
      remedy preclude any other or further exercise thereof or the exercise of any
      other right, power or remedy. The remedies provided for herein are cumulative
      and are not exclusive of any remedies that may be available to the Company
      or
      the Initial Purchasers at law or in equity or otherwise. No waiver of or consent
      to any departure by the Company or the Initial Purchasers from any provision
      of
      this Agreement shall be effective unless signed in writing by the party entitled
      to the benefit thereof; provided
      that
      notice of any such waiver shall be given to each party hereto as set forth
      above. Except as otherwise provided herein, no amendment, modification or
      termination of any provision of this Agreement shall be effective unless signed
      in writing by or on behalf of the Company and the Initial Purchasers. Any
      amendment, supplement or modification of or to any provision of this Agreement,
      any waiver of any provision of this Agreement, and any consent to any departure
      by the Company or the Initial Purchasers from the terms of any provision of
      this
      Agreement shall be effective only in the specific instance and for the specific
      purpose for which made or given. Except where notice is specifically required
      by
      this Agreement, no notice to or demand on the Company in any case shall entitle
      the Company to any other or further notice or demand in similar or other
      circumstances.

     

    18. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the parties hereto and
      supersedes all prior agreements, understandings and arrangements, oral or
      written, among the parties hereto with respect to the subject matter
      hereof.


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    19. Applicable
      Law; Waiver of Jury Trial.
      THE
      VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS
      SET
      FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK. TIME IS OF THE ESSENCE IN THIS AGREEMENT. The Company
      irrevocably (a) submits to the jurisdiction of any court of the State of New
      York or the United State District Court for the Southern District of the State
      of New York for the purpose of any suit, action, or other proceeding arising
      out
      of this Agreement, or any of the Transaction Documents and the Offering
      Memorandum (each, a “Proceeding”), (b) agrees that all claims in respect of any
      Proceeding may be heard and determined in any such court, (c) waives, to the
      fullest extent permitted by law, any immunity from jurisdiction of any such
      court or from any legal process therein, (d) agrees not to commence any
      Proceeding other than in such courts, and (e) waives, to the fullest extent
      permitted by law, any claim that such Proceeding is brought in an inconvenient
      forum. The Company hereby irrevocably designates CT Corporation System Inc,
      111
      Eighth Avenue, New York, NY 10011 as agent upon whom process against the Company
      may be served. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT
      PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS)
      HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM
      BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS
      AND
      THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, THE DISCLOSURE
      PACKAGE AND THE OFFERING MEMORANDUM.

     

    20. Judgment
      Currency.
      If for
      the purposes of obtaining judgment in any court it is necessary to convert
      a sum
      due hereunder into any currency other than United States dollars, the parties
      hereto agree, to the fullest extent permitted by law, that the rate of exchange
      used shall be the rate at which in accordance with normal banking procedures
      the
      relevant party or parties could purchase United States dollars with such other
      currency in The City of New York on the business day preceding that on which
      final judgment is given. The obligation of each party hereto with respect to
      any
      sum due from it to any other party hereto or any person controlling any such
      other party shall, notwithstanding any judgment in a currency other than United
      States dollars, not be discharged until the first business day following receipt
      by such other party or controlling person of any sum in such other currency,
      and
      only to the extent that such other party or controlling person may in accordance
      with normal banking procedures purchase United States dollars with such other
      currency. If the United States dollars so purchased are less than the sum
      originally due to such other party or controlling person hereunder, the
      first-mentioned party agrees as a separate obligation and notwithstanding any
      such judgment, to indemnify such other party or controlling person against
      such
      loss. If the United States dollars so purchased are greater than the sum
      originally due to such other party or controlling person hereunder, such other
      party or controlling person agrees to pay to the first-mentioned party an amount
      equal to the excess of the United States dollars so purchased over the sum
      originally due to such other party or controlling person hereunder.

     

    21. Foreign
      Taxes.
      All
      payments made by the Company under this Agreement will be made without
      withholding or deduction for or on account of any present or future taxes,
      duties, assessments or governmental charges of whatever nature imposed or levied
      by or on behalf of the PRC or the British Virgin Islands or any political
      subdivision or any taxing authority thereof or therein unless the Company is
      or
      becomes required by law to withhold or deduct such taxes, duties, assessments
      or
      other governmental charges. In such event, the Company shall pay such additional
      amounts as will result, after such withholding or deduction, in the receipt
      by
      the Initial Purchasers and each person controlling the Initial Purchasers,
      as
      the case may be, of the amounts that would otherwise have been receivable in
      respect thereof, except to the extent such taxes, duties, assessments or other
      governmental charges are imposed or levied by reason of such Initial Purchasers’
or controlling person’s being connected with the PRC or the British Virgin
      Islands other than by reason of its being an Initial Purchasers or a person
      controlling an Initial Purchasers under this Agreement.


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    22. Contractual
      Relationship.
      The
      Company acknowledges and agrees that each of the Initial Purchasers has acted
      and is acting solely in the capacity of a principal in an arm’s length
      transaction between the Company, on the one hand, and the Initial Purchasers,
      on
      the other hand, with respect to the offering of Notes contemplated hereby
      (including in connection with determining the terms of the offering) and not
      as
      a financial advisor, agent or fiduciary to the Company or any other person.
      Additionally, the Company acknowledges and agrees that the Initial Purchasers
      have not and will not advise the Company or any other person as to any legal,
      tax, investment, accounting or regulatory matters in any jurisdiction. The
      Company has consulted with its own advisors concerning such matters and shall
      be
      responsible for making its own independent investigation and appraisal of the
      transactions contemplated hereby, and the Initial Purchasers shall have no
      responsibility or liability to the Company or any other person with respect
      thereto, whether arising prior to or after the date hereof. Any review by the
      Initial Purchasers of the Company, the transactions contemplated hereby or
      other
      matters relating to such transactions have been and will be performed solely
      for
      the benefit of the Initial Purchasers and shall not be on behalf of the Company.
      The Company agrees that it will not claim that the Initial Purchasers, or any
      of
      them, has rendered advisory services of any nature or respect, or owes a
      fiduciary duty to the Company or any other person in connection with any such
      transaction or the process leading thereto.

     

    23. Partial
      Unenforceability.
      The
      invalidity or unenforceability of any Section, paragraph or provision of this
      Agreement shall not affect the validity or enforceability of any other Section,
      paragraph or provision hereof.

     

    24. Headings.
      The
      headings herein are inserted for convenience of reference only and are not
      intended to be part of, or to affect the meaning or interpretation of, this
      Agreement.

     

    25. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, but all such counterparts shall together constitute
      one and the same instrument. Delivery of a signed counterpart of this Agreement
      by facsimile transmission shall constitute valid and sufficient delivery
      thereof.

     

    [Signature
      page follows]


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    If
      the
      foregoing correctly sets forth the understanding among the Initial Purchasers
      and the Company, please so indicate in the space provided below for that
      purpose, whereupon this letter shall constitute a binding agreement among
      us.

     

    
      	
              Very
                truly yours,

            
	 
	
              ShengdaTech,
                Inc.

            
	 
	 
	
              By:

            	
              /s/
                Xiangzhi Chen

            
	 	
              Name:
                Xiangzhi Chen

            
	 	
              Title: President, Chief Executive Officer and Director

            


    

    


    Accepted and agreed to as of

    the
      date
      first above written:

    


    Oppenheimer
      & Co. Inc.

    

      ACTING
        SEVERALLY ON BEHALF OF THEMSELVES 

      AND
        AS
        REPRESENTATIVES OF THE SEVERAL INITIAL 

      PURCHASERS
        NAMED IN SCHEDULE I HERETO.

    

    


    
      	
              By:

            	
              OPPENHEIMER
                & CO. INC.

            
	 	 
	 	
              /s/
                Andrew MacInnes

            
	 	
              Name:
                Andrew MacInnes

            
	 	
              Title:
                Managing Director

            
	 	
               
                Head of Equity Capital Markets

            


    


    
      
         

      

      
        34

        
          

        

      

      
         

      

    


    Schedule
      I

     

    Initial
      Purchasers

     

    
      	
              Name

            	 	
              Aggregate

              Amount of

              Firm Notes to

              be Purchased 

            	 
	 	 	 	 
	
              Oppenheimer
                & Co. Inc.

            	 	
              $

            	
              80,000,000

            	 
	
              ROTH
                Capital Partners, LLC

            	 	
              $

            	
              10,000,000

            	 
	
              Brean
                Murray, Carret & Co., LLC

            	 	
              $

            	
              10,000,000

            	 
	 	 	 	 	 
	 	 	 	 	 
	
              Total

            	 	
              $

            	
              100,000,000

            	 


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Schedule
      II

     

    Subsidiaries

     

    Faith
      Boom Limited

     

    Shandong
      Haize Nanomaterials Co., Ltd.

     

    Shaanxi
      Haize Nanomaterials Co., Ltd.

     

    Shandong
      Bangsheng Chemicals Co., Ltd.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    Schedule
      III

     

    

    


    5/22/08

    ShengdaTech,
      Inc.

     

    $100,000,0006.0%
      Convertible Senior Notes due 2018

     

    
      	
              Issuer:

            	 	
              ShengdaTech,
                Inc.

            
	
              Common
                stock symbol:

            	 	
              SDTH

            
	
              Title
                of securities:

            	 	
              6.00%
                Convertible Senior Notes due 2018

            
	
              Aggregate
                principal amount offered:

            	 	
              $100.0
                million

            
	
              Deal
                type

            	 	
              144A
                with Registration Rights and Section 4-1(1/2)

            
	
              Principal
                amount per bond:

            	 	
              $1,000

            
	
              Issue
                price:

            	 	
              100%
                of principal amount

            
	
              Over-Allotment
                option:

            	 	
              $15.0
                million

            
	
              Annual
                interest rate:

            	 	
              6.00%

            
	
              Conversion
                premium:

            	 	
              18.0%

            
	
              Reference
                price:

            	 	
              $8.42

            
	
              Conversion
                price:

            	 	
              $9.94

            
	
              Conversion
                rate:

            	 	
              100.6036

            
	
              Interest
                payment dates:

            	 	
              6/1
                & 12/1 of each year beginning 12/1/08

            
	
              Maturity:

            	 	
              6/1/18

            
	
              Call
                feature:

            	 	
              3
                year NC, 2 year provisional call protection @ 150%

            
	
              Put
                dates:

            	 	
              Year
                3, Year 5

            
	
              Voluntary
                Conversion Make Whole

            	 	
              See
                “Conversion Rights” below

            
	
              Use
                of proceeds:

            	 	
              $56M
                to expand its NPCC production capacity, acquisitions,
                GCP

            
	
              Additional
                Indebtedness Covenant:

            	 	
              See
                “Limitation on Incurrence of Indebtedness” below

            
	
              Trade
                date:

            	 	
              5/22/08

            
	
              Settlement
                date:

            	 	
              5/28/08

            
	
              144A
                CUSIP:

            	 	
              823213AA1

            
	
              Section
                4-1(1/2) CUSIP:

            	 	
              823213AC7

            
	
              Bookrunner:

            	 	
              Oppenheimer
                & Co.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    Adjustment
      to conversion rate upon a specified Fundamental Change

    


    
      	 	 	
              Stock
                Price

            	 
	
              Effective
                Date 

            	 	
              $

            	
              8.42

            	 	
              $

            	
              9.26

            	 	
              $

            	
              9.94

            	 	
              $

            	
              11.00

            	 	
              $

            	
              12.50

            	 	
              $

            	
              14.00

            	 	
              $

            	
              15.50

            	 	
              $

            	
              17.00

            	 	
              $

            	
              18.50

            	 	
              $

            	
              20.00

            	 
	
              5/28/2008
                

            	 	 	
              21.38
                

            	 	 	
              19.44
                

            	 	 	
              18.11
                

            	 	 	
              16.36
                

            	 	 	
              14.40
                

            	 	 	
              12.86
                

            	 	 	
              11.61
                

            	 	 	
              10.59
                

            	 	 	
              9.73
                

            	 	 	
              9.00
                

            	 
	
              6/1/2009
                

            	 	 	
              14.25
                

            	 	 	
              12.96
                

            	 	 	
              12.07
                

            	 	 	
              10.91
                

            	 	 	
              9.60
                

            	 	 	
              8.57
                

            	 	 	
              7.74
                

            	 	 	
              7.06
                

            	 	 	
              6.49
                

            	 	 	
              6.00
                

            	 
	
              6/1/2010
                

            	 	 	
              7.13
                

            	 	 	
              6.48
                

            	 	 	
              6.04
                

            	 	 	
              5.45
                

            	 	 	
              4.80
                

            	 	 	
              4.29
                

            	 	 	
              3.87
                

            	 	 	
              3.53
                

            	 	 	
              3.24
                

            	 	 	
              3.00
                

            	 
	
              6/1/2011
                

            	 	 	
              0.00
                

            	 	 	
              0.00
                

            	 	 	
              0.00
                

            	 	 	
              0.00
                

            	 	 	
              0.00
                

            	 	 	
              0.00
                

            	 	 	
              0.00
                

            	 	 	
              0.00
                

            	 	 	
              0.00
                

            	 	 	
              0.00
                

            	 


    

    


    CONFIDENTIAL

     

    This
      document is confidential and must not be redistributed or forwarded by you
      under
      any circumstance.

     

    The
      term sheet contains a summary of select terms of the offering only and should
      not be relied upon in making any investment decision.  This term sheet is
      qualified in its entirety by the Offering Memorandum, and you should read these
      documents for a complete description of the company and offering, including
      risk
      factors related thereto.

    


    TERMS

    


    The
      notes and the shares of common stock issuable upon conversion of the notes
      (together, the “Securities”) have
      not been and will not be registered under the Securities Act or any state
      securities laws and may not be offered in the United States, except that
      Securities may be offered and sold to Qualified Institutional Buyers exclusively
      in reliance upon the exemption from the registration requirements of the
      Securities Act provided by Rule 144A or another exemption from
      registration

    


    The
      Securities have not been approved or disapproved by the Securities and Exchange
      Commission or by any state securities commission or regulatory authority, nor
      have the foregoing authorities passed on the accuracy or adequacy of the
      attached documents.  Any representation to the contrary is a criminal
      offense.

    


    This
      announcement shall not constitute an offer to sell or the solicitation of an
      offer to buy any securities of ShengdaTech, Inc., nor shall there be any sale
      of
      securities in any state or jurisdiction in which such an offer, solicitation
      or
      sale would be unlawful prior to registration or qualification under the
      securities laws of any such state or jurisdiction.

    


    Copies
      of the Offering Memorandum can be obtained from your Oppenheimer sales
      representative.

    


    This
      message is intended solely for the benefit of the initial recipient. No
      retransmission, copying or distribution is
      permitted.


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    SUPPLEMENTAL
      DISCLOSURE TO THE PRICING SUPPLEMENT

    


    Below
      is
      additional information regarding the beneficial ownership of ShengdaTech, Inc.
      (the “Company”),
      clarification regarding the payment of additional interest upon the conversion
      of notes by holders any time prior to June 1, 2011, information regarding
      limitations on the Company’s ability to incur indebtedness and the fact that the
      offering is being conducted in two tranches. Such information should be
      considered by the investors when making an investment in the convertible senior
      notes to be issued by the Company. Please note that the additional information
      below will also be reflected in the final offering memorandum.

    


    PRINCIPAL
      STOCKHOLDERS

    


    The
      following table sets forth information as of May 16, 2008, regarding the
      beneficial ownership of the Company’s common stock by each person known by the
      Company to own 5% or more of its outstanding shares of common stock, each the
      Company’s directors and executive officers who beneficially own common stock of
      the Company, and the Company’s directors and executive officers as a group. The
      percentage of beneficial ownership is calculated based on a total of 54,202,036
      shares of common stock outstanding as of May 16, 2008.

     

    
      	
              Name
                and Address

            	 	
              Number of Shares

            	 	
              Percentage Owned

            	 
	
              Xiangzhi
                Chen

            	 	 	
              22,902,912

            	 	 	
              42.3

            	
              %

            
	
              Carl
                Mudd 

            	 	 	
              5,000

            	 	 	
              —

            	 
	
              Xiqing
                Xu

            	 	 	
              1,159,584

            	 	 	
              2.1

            	
              %

            
	
              Directors
                and executive officers as a group (8 persons)

            	 	 	
              24,062,496

            	 	 	
              44.4

            	
              %

            


    

    


    The
      address for all of the above officers and executive directors is Youth Pioneer
      Park, Tai'an Economic and Technological Development Zone, Tai'an City, Shandong
      Province 271000, People's Republic of China.

    


    CONVERSION
      RIGHTS

    


    If
      holders convert their notes at any time prior to June 1, 2011, the Company
      will
      pay additional interest in cash or, at the option of the Company, in shares
      to
      holders of the notes being converted. The amount of this additional interest
      (the “additional interest”) shall be equal to the interest due and payable from
      the date of issuance until and including June 1, 2011, less any interest
      actually paid or provided for prior to the date of such conversion.


    


    In
      the
      event the Company elects to pay any portion of the additional interest in
      shares, it will notify the holders of notes being converted the amount of
      additional interest to be satisfied in shares, or it will notify that it will
      satisfy the entire additional interest in cash, within one VWAP trading day
      (as
      defined below) of the relevant conversion date; provided
      that if
      the Company does not give any notice within the time period described as to
      how
      it intends to settle the additional interest, the Company will satisfy its
      obligations with respect to the additional interest only in cash. The Company
      will treat all holders with the same conversion date in the same manner, but
      will not, however, have any obligation to treat holders with different
      conversion dates in the same manner.

     

    If
      the
      Company elects to settle the additional interest only in cash, such settlement
      will occur simultaneously with its settlement of the related conversion, which
      will occur as soon as practicable, but in any event within three business days
      of the relevant conversion date.

     

    If
      the
      Company elects to settle all or any portion of the additional interest in
      shares, such settlement will occur on the third business day following the
      final
      VWAP trading day of the related share settlement averaging period (as defined
      below).


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    The
      amount of cash and/or number of shares, as the case may be, due with respect
      to
      the additional interest will be determined as follows:

     

    (1) If
      the
      Company elects to satisfy the entire additional interest in cash, it will
      deliver to the holders of notes being converted the amount of cash equal to
      the
      additional interest described above.

     

    (2) If
      the
      Company elects to satisfy the entire additional interest in shares, it will
      deliver to the holders of notes being converted the number of shares equal
      to
      (A) the amount of additional interest due with respect to such notes,
divided
      by
      (B) 95%
      of the average daily VWAP during the share settlement averaging
      period.

     

    (3) If
      the
      Company elects to satisfy the additional interest in a combination of cash
      and
      shares, it will deliver to the holders of notes being converted:

     

    • cash
      (the
“cash amount”) in an amount equal to the portion of additional interest due with
      respect to such notes the Company elects to satisfy in cash; and

     

    • the
      number of shares equal to (A) the amount of additional interest due with respect
      to such notes minus
      the cash
      amount, divided
      by
      (B) 95%
      of the average daily VWAP during the share settlement averaging
      period.

     

    The
      “share settlement averaging period” means the 10 consecutive VWAP trading day
      period beginning on the second VWAP trading day following the relevant
      conversion date. 

     

    “VWAP”
      for the Company’s shares of common stock means, for each of the 10 consecutive
      VWAP trading days during any share settlement averaging period, the per share
      volume-weighted average price as displayed under the heading “Bloomberg VWAP” on
      Bloomberg page [SDTH <equity> VWAP] (or any equivalent successor page if
      such page is not available) in respect of the period from the scheduled open
      of
      trading on the principal trading market for the Company’s common stock to the
      scheduled close of trading on such market on such VWAP trading day, or if such
      volume-weighted average price is unavailable, the market value of one share
      of
      the Company’s common stock on such VWAP trading day as the Company’s board of
      directors determines in good faith using a volume-weighted method.

     

    


    A
“VWAP
      trading day” means a day during which (i) trading in the Company’s common stock
      generally occurs on the principal U.S. national securities exchange on which
      such common stock is listed and (ii) there is no VWAP market disruption event.
      If the Company’s common stock is not so listed, then “VWAP trading day” means a
      business day.

    


    A
“VWAP
      market disruption event” means (i) a failure by the principal U.S. national
      securities exchange or market on which the Company’s common stock is listed to
      open for trading during its regular trading session or (ii) the occurrence
      or
      existence prior to 1:00 p.m. on any scheduled trading day for the Company’s
      common stock for an aggregate one half-hour period of any suspension or
      limitation imposed on trading (by reason of movements in price exceeding limits
      permitted by the stock exchange or otherwise) in the Company’s common stock or
      in any options contracts or futures contracts relating to the Company’s common
      stock.

    


    LIMITATION
      ON INCURRENCE OF INDEBTEDNESS

    


    The
      Company will not incur any secured indebtedness and it will not permit any
      of
      its subsidiaries to directly or indirectly incur any indebtedness. The Company
      will be permitted to incur additional indebtedness (the “Permitted
      Indebtedness”)
      which
      ranks equal in right of payment to the notes in an amount not to exceed
      US$15,000,000; provided
      that
      such Permitted Indebtedness does not require any repayment prior to the next
      purchase date as set forth under “—Purchase of Notes at Your Option on Specified
      Dates” at the time of such incurrence. The Company will be permitted to issue
      equity securities, including common stock and preferred stock (in the case
      of
      preferred stock, which shall not be redeemable or otherwise repayable prior
      to
      the stated maturity date of the Notes so long as 25% or more of the initial
      aggregate principal amount of notes issued, including any notes issued pursuant
      to the over-allotment option, is outstanding), and any securities which rank
      junior in right of payment to the notes.


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    The
      limitation as set forth above shall cease to be in effect at such point as
      either of the following conditions is met: (i) the aggregate principal amount
      of
      notes outstanding is less than 25% of the initial aggregate principal amount
      of
      notes issued including any notes issued pursuant to the over-allotment option
      or
      (ii) the common stock into which the notes are convertible trades at a level
      greater than 165% of the conversion price in effect at such time for a period
      of
      20 of 30 consecutive trading days, subject to the notes and common stock into
      which the notes are convertible being the subject of an effective registration
      statement or exempt from registration requirements under Rule 144.

    


    "indebtedness"
      means obligations for money borrowed.


    


    OFFERING
      BEING CONDUCTED IN TWO SEPARATE TRANCHES

    


    The
      offering will be conducted in the form two separate tranches, a Rule 144A
      tranche and a Section 4(1-1/2) tranche. Purchasers in the Rule 144A tranche
      will
      be subject to the following restriction on aggregate additional interest
      payments upon early conversion to preserve Rule 144A

    eligibility:

    


    If
      a
      holder converts notes prior to the earliest of (1) the sale of such notes
      pursuant to Rule 144 under the U.S. Securities Act of 1933, as amended, (2)
      the
      date falling one year after the last issuance of the notes pursuant to this
      offering and (3) the sale of such notes pursuant to an effective registration
      statement, then the aggregate additional interest such holder will receive
      upon
      conversion of each US$1,000 original principal amount of notes will not exceed
      US$68.21, which is the amount determined pursuant to the following
      formula:

    


    1000
      -
      1.1(CR * OP)

    


    where
      CR
      is 100.6036, the initial conversion rate for the notes and OP is US$8.42, the
      last reported sale price of our common stock on the date we priced this offering
      of notes; provided,
      however,
      that if
      such holder has elected in writing to purchase the notes in this offering in
      a
      Section 4(1-1/2) transaction under the U.S. Securities Act of 1933, as amended,
      instead of pursuant to Rule 144A, then such restriction on the maximum aggregate
      amount of additional interest payable during this period shall not apply. If
      the
      notes held by such a holder are subsequently resold pursuant to Rule 144A prior
      to the expiration of this period, then such restriction on additional interest
      shall once again apply to such notes.

    


    Purchasers
      in the Section 4(1-1/2) tranche will receive notes that are not subject to
      this
      restriction on aggregate additional interest payments. However, such purchasers
      will be required to enter into typical investor letters as a condition to
      closing and will receive their purchased securities in the form of physical
      legended note certificates."


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    Schedule
      IV

     

    Free
      Writing Offering Documents

     

    None


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    Schedule
      V

     

    Persons
      Party to Lock Up Agreement

     

    Xiangzhi
      Chen

     

    Carl
      Mudd

     

    Xiqin
      Xu


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    Exhibit
      A

     

    Form
      of
      Registration Rights Agreement


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    Exhibit
      B

     

    FORM
      LOCK
      UP
      AGREEMENT

     

    May
      22,
      2008

     

    Oppenheimer
      & Co. Inc.

    300
      Madison Avenue

    New
      York,
      New York 10017

     

    Ladies
      and Gentlemen:

    


    This
      Lock-Up Agreement is being delivered to you in connection with the proposed
      Purchase Agreement (the “Purchase
      Agreement”)
      to be
      entered into by ShengdaTech, Inc., a Nevada corporation (the “Company”),
      and
      you with respect to the offering (the “Offering”)
      without registration under the Securities Act of 1933, as amended (the
“Act”),
      and
      initial resale in reliance on Rule 144A under the Act, of $100,000,000 of
      6.00% Senior
      Convertible Notes due 2018 (the “Notes”)
      of the
      Company. Capitalized terms used herein without definition shall have the
      respective meanings ascribed to them in the Purchase Agreement.

     

    In
      order
      to induce you to enter into the Purchase Agreement, the undersigned agrees
      that,
      for a period (the “Lock-Up
      Period”)
      beginning on the date hereof and ending on, and including, the date that is
      90 days after the date of the final offering memorandum relating to the
      Offering, the undersigned will not, without your prior written consent,
      (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
      grant any option to purchase or otherwise dispose of or agree to dispose of,
      directly or indirectly, or file (or participate in the filing of) a registration
      statement with the Securities and Exchange Commission (the “Commission”)
      in
      respect of, or establish or increase a put equivalent position or liquidate
      or
      decrease a call equivalent position within the meaning of Section 16 of the
      Securities Exchange Act of 1934, as amended, and the rules and regulations
      of
      the Commission promulgated thereunder (the “Exchange
      Act”)
      with
      respect to, any Common Stock, $0.00001 par value per share, of the Company
      (the
“Common
      Stock”),
      the
      Notes or any other securities of the Company that are substantially similar
      to
      the Common Stock or the Notes, or any securities convertible into or
      exchangeable or exercisable for, or any warrants or other rights to purchase,
      the foregoing, (ii) enter into any swap or other arrangement that transfers
      to another, in whole or in part, any of the economic consequences of ownership
      of the Common Stock, the Notes or any other securities of the Company that
      are
      substantially similar to the the Common Stock or the Notes, or any securities
      convertible into or exchangeable or exercisable for, or any warrants or other
      rights to purchase, the foregoing, whether any such transaction is to be settled
      by delivery of Common Stock or such other securities, in cash or otherwise
      or
      (iii) publicly announce an intention to effect any transaction specified in
      clause (i) or (ii). The foregoing sentence shall not apply to (a) bona fide
      gifts or distributions without consideration, provided the recipient thereof
      agrees in writing with the Initial Purchasers to be bound by the terms of this
      Lock-Up Agreement, or (b) dispositions to any trust for the direct or
      indirect benefit of the undersigned and/or the immediate family of the
      undersigned, provided that such trust agrees in writing with the Initial
      Purchasers to be bound by the terms of this Lock-Up Agreement, or
      (c) transfers that occur by operation of law, such as the rules of
      intestate succession or statutes governing the effects of a merger, provided
      the
      transferee thereof agrees in writing with the Initial Purchasers to be bound
      by
      the terms of this Lock-Up Agreement. For purposes of this paragraph, “immediate
      family” shall mean the undersigned and the spouse, any lineal descendent,
      father, mother, brother or sister of the undersigned.


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    In
      addition, the undersigned hereby waives any rights the undersigned may have
      to
      require registration of Common Stock in connection with the filing of any
      registration statement to be filed with the Commission pursuant to the
      Registration Rights Agreement. The undersigned further agrees that, for the
      Lock-Up Period, the undersigned will not, without your prior written consent,
      make any demand for, or exercise any right with respect to, the registration
      of
      Common Stock or any securities convertible into or exercisable or exchangeable
      for Common Stock, or warrants or other rights to purchase Common Stock or any
      such securities.

     

    * * *


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    If
      (i) the Company notifies you in writing that it does not intend to proceed
      with the Offering or (ii) for any reason the Purchase Agreement shall be
      terminated prior to the “Firm Notes Closing Date” (as defined in the Purchase
      Agreement), this Lock-Up Agreement shall be terminated and the undersigned
      shall
      be released from its obligations hereunder.

     

    
      	
              Yours
                very truly,

            
	 
	
                  


            
	
              Name:

            


    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    Exhibit
      C-1

     

    Form
      of
      Opinion of Company Counsel


    
      
         

      

      
        i

        
          

        

      

      
         

      

    


    Exhibit
      C-2

     

    Form
      of
      Opinion of Company British Virgin Islands Counsel


    
      
         

      

      
        ii

        
          

        

      

      
         

      

    


    Exhibit
      C-3

     

    Form
      of
      Opinion of Company PRC Counsel


    
      
         

      

      
        iii

        
          

        

      

      
         

      

    


    Exhibit
      C-4

     

    Form
      of
      Opinion of Initial Purchasers’ PRC Counsel


    
      
         

      

      
        iv

        
          

        

      

      
         

      

    


    Exhibit
      C-5

     

    Form
      of
      Opinion of Trustee’s Counsel


    
      
         

      

      
        v