SHENGDATECH,
INC.

    


    and

    


                                ,
As Warrant Agent

    


    FORM OF
COMMON STOCK

    WARRANT
AGREEMENT

     

    Dated
As Of
                            


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  ARTICLE 1

                                                                	
                                                                    

                                                                	
                                                                  ISSUANCE
      OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT
    CERTIFICATES

                                                                	
                                                                  3

                                                                
	 
      	 
      	 
      
	
                                                                  1.1

                                                                	
                                                                    

                                                                	
                                                                  Issuance
      of Warrants

                                                                	
                                                                  3

                                                                
	 
      	 
      	 
      
	
                                                                  1.2

                                                                	
                                                                    

                                                                	
                                                                  Execution
      and Delivery of Warrant Certificates

                                                                	
                                                                  3

                                                                
	 
      	 
      	 
      
	
                                                                  1.3

                                                                	
                                                                    

                                                                	
                                                                  Issuance
      of Warrant Certificates

                                                                	
                                                                  4

                                                                
	 
      	 
      	 
      
	
                                                                  ARTICLE 2

                                                                	
                                                                    

                                                                	
                                                                  WARRANT
      PRICE, DURATION AND EXERCISE OF WARRANTS

                                                                	
                                                                  4

                                                                
	 
      	 
      	 
      
	
                                                                  2.1

                                                                	
                                                                    

                                                                	
                                                                  Warrant
      Price

                                                                	
                                                                  4

                                                                
	 
      	 
      	 
      
	
                                                                  2.2

                                                                	
                                                                    

                                                                	
                                                                  Duration
      of Warrants

                                                                	
                                                                  4

                                                                
	 
      	 
      	 
      
	
                                                                  2.3

                                                                	
                                                                    

                                                                	
                                                                  Exercise
      of Warrants

                                                                	
                                                                  4

                                                                
	 
      	 
      	 
      
	
                                                                  ARTICLE 3

                                                                	
                                                                    

                                                                	
                                                                  OTHER
      PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT
      CERTIFICATES

                                                                	
                                                                  5

                                                                
	 
      	 
      	 
      
	
                                                                  3.1

                                                                	
                                                                    

                                                                	
                                                                  No
      Rights as Warrant Securityholder Conferred by Warrants or Warrant
      Certificates

                                                                	
                                                                  5

                                                                
	 
      	 
      	 
      
	
                                                                  3.2

                                                                	
                                                                    

                                                                	
                                                                  Lost,
      Stolen, Mutilated or Destroyed Warrant Certificates

                                                                	
                                                                  5

                                                                
	 
      	 
      	 
      
	
                                                                  3.3

                                                                	
                                                                    

                                                                	
                                                                  Holder
      of Warrant Certificate May Enforce Rights

                                                                	
                                                                  6

                                                                
	 
      	 
      	 
      
	
                                                                  3.4

                                                                	
                                                                    

                                                                	
                                                                  Adjustments

                                                                	
                                                                  6

                                                                
	 
      	 
      	 
      
	
                                                                  3.5

                                                                	
                                                                    

                                                                	
                                                                  Notice
      to Warrantholders

                                                                	
                                                                  8

                                                                
	 
      	 
      	 
      
	
                                                                  3.6

                                                                	
                                                                    

                                                                	
                                                                  [If
      the Warrants are subject to acceleration by the Company,
      insert—Acceleration of Warrants by the Company]

                                                                	
                                                                  8

                                                                
	 
      	 
      	 
      
	
                                                                  ARTICLE 4

                                                                	
                                                                    

                                                                	
                                                                  EXCHANGE
      AND TRANSFER OF WARRANT CERTIFICATES

                                                                	
                                                                  9

                                                                
	 
      	 
      	 
      
	
                                                                  4.1

                                                                	
                                                                    

                                                                	
                                                                  Exchange
      and Transfer of Warrant Certificates

                                                                	
                                                                  9

                                                                
	 
      	 
      	 
      
	
                                                                  4.2

                                                                	
                                                                    

                                                                	
                                                                  Treatment
      of Holders of Warrant Certificates

                                                                	
                                                                  9

                                                                
	 
      	 
      	 
      
	
                                                                  4.3

                                                                	
                                                                    

                                                                	
                                                                  Cancellation
      of Warrant Certificates

                                                                	
                                                                  9

                                                                
	 
      	 
      	 
      
	
                                                                  ARTICLE 5

                                                                	
                                                                    

                                                                	
                                                                  CONCERNING
      THE WARRANT AGENT

                                                                	
                                                                  9

                                                                
	 
      	 
      	 
      
	
                                                                  5.1

                                                                	
                                                                    

                                                                	
                                                                  Warrant
      Agent

                                                                	
                                                                  9

                                                                
	 
      	 
      	 
      
	
                                                                  5.2

                                                                	
                                                                    

                                                                	
                                                                  Conditions
      of Warrant Agent’s Obligations

                                                                	
                                                                  9

                                                                
	 
      	 
      	 
      
	
                                                                  5.3

                                                                	
                                                                    

                                                                	
                                                                  Resignation
      and Appointment of Successor

                                                                	
                                                                  11

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE 6

            	
                

            	
              MISCELLANEOUS

            	
              11

            
	 
      	 
      	 
      
	
              6.1

            	
                

            	
              Amendment

            	
              11

            
	 
      	 
      	 
      
	
              6.2

            	
                

            	
              Notices
      and Demands to the Company and Warrant Agent

            	
              12

            
	 
      	 
      	 
      
	
              6.3

            	
                

            	
              Addresses

            	
              12

            
	 
      	 
      	 
      
	
              6.4

            	
                

            	
              Governing
      Law

            	
              12

            
	 
      	 
      	 
      
	
              6.5

            	
                

            	
              Delivery
      of Prospectus

            	
              12

            
	 
      	 
      	 
      
	
              6.6

            	
                

            	
              Obtaining
      of Governmental Approvals

            	
              12

            
	 
      	 
      	 
      
	
              6.7

            	
                

            	
              Persons
      Having Rights Under Warrant Agreement

            	
              12

            
	 
      	 
      	 
      
	
              6.8

            	
                

            	
              Headings

            	
              12

            
	 
      	 
      	 
      
	
              6.9

            	
                

            	
              Counterparts

            	
              12

            
	 
      	 
      	 
      
	
              6.10

            	
                

            	
              Inspection
      of Agreement

            	
              12

            


    

     

    
      
         


      

      
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    SHENGDATECH,
INC.

     

    Form of
Common Stock Warrant Agreement

    


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

    


    WHEREAS, the Company proposes
to sell [if Warrants are sold with other securities - [title of such other
securities being offered] (the “Other
Securities”) with] warrant certificates evidencing one or more warrants
(the “Warrants”
or individually a “Warrant”)
representing the right to purchase Common Stock of the Company, par value
$0.00001 per share (the “Warrant
Securities”), such warrant certificates and other warrant certificates
issued pursuant to this Agreement being herein called the “Warrant
Certificates”; and

    


    WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is
willing so to act, in connection with the issuance, registration, transfer,
exchange, exercise and replacement of the Warrant Certificates, and in this
Agreement wishes to set forth, among other things, the form and provisions of
the Warrant Certificates and the terms and conditions on which they may be
issued, registered, transferred, exchanged, exercised and replaced.

    


    NOW THEREFORE, in
consideration of the premises and of the mutual agreements herein contained, the
parties hereto agree as follows:

    


    ARTICLE 1

    


    ISSUANCE
OF WARRANTS AND EXECUTION AND

    DELIVERY
OF WARRANT CERTIFICATES

    


    1.1 Issuance of
Warrants. [If Warrants alone - Upon issuance, each Warrant
Certificate shall evidence one or more Warrants.] [If Other Securities and
Warrants - Warrants shall be [initially] issued in connection with the issuance
of the Other Securities [but shall be separately transferable on and after
                                         
        (the “Detachable
Date”)] [and shall not be separately transferable] and each Warrant
Certificate shall evidence one or more Warrants.] Each Warrant evidenced
thereby shall represent the right, subject to the provisions contained herein
and therein, to purchase one Warrant Security. [If Other Securities and
Warrants - Warrant Certificates shall be initially issued in units with the
Other Securities and each Warrant Certificate included in such a unit shall
evidence
                            
Warrants for each
[$                    
principal amount]
[                     shares]
of Other Securities included in such unit.]

    


    1.2 Execution and Delivery of
Warrant Certificates. Each Warrant Certificate, whenever issued,
shall be in registered form substantially in the form set forth in
Exhibit A hereto, shall be dated the date of its countersignature by the
Warrant Agent and may have such letters, numbers, or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any securities exchange
on which the Warrants may be listed, or to conform to usage. The Warrant
Certificates shall be signed on behalf of the Company by any of its present or
future chief executive officers, presidents, senior vice presidents, vice
presidents, chief financial officers, chief legal officers, treasurers,
assistant treasurers, controllers, assistant controllers, secretaries or
assistant secretaries under its corporate seal reproduced thereon. Such
signatures may be manual or facsimile signatures of such authorized officers and
may be imprinted or otherwise reproduced on the Warrant Certificates. The
seal of the Company may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.

    


    No
Warrant Certificate shall be valid for any purpose, and no Warrant evidenced
thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature
by the Warrant Agent upon any Warrant Certificate executed by the Company shall
be conclusive evidence that the Warrant Certificate so countersigned has been
duly issued hereunder.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    In case
any officer of the Company who shall have signed any of the Warrant Certificates
either manually or by facsimile signature shall cease to be such officer before
the Warrant Certificates so signed shall have been countersigned and delivered
by the Warrant Agent, such Warrant Certificates may be countersigned and
delivered notwithstanding that the person who signed Warrant Certificates ceased
to be such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by such persons as, at the actual date of the execution of
such Warrant Certificate, shall be the proper officers of the Company, although
at the date of the execution of this Agreement any such person was not such
officer.

    


    The term
“holder” or “holder of a Warrant Certificate” as used herein shall mean any
person in whose name at the time any Warrant Certificate shall be registered
upon the books to be maintained by the Warrant Agent for that purpose [If Other
Securities and Warrants are not immediately detachable - or upon the
registration of the Other Securities prior to the Detachable Date. Prior to
the Detachable Date, the Company will, or will cause the registrar of the Other
Securities to, make available at all times to the Warrant Agent such information
as to holders of the Other Securities as may be necessary to keep the Warrant
Agent’s records up to date].

    


    1.3 Issuance of Warrant
Certificates. Warrant Certificates evidencing the right to purchase
Warrant Securities may be executed by the Company and delivered to the Warrant
Agent upon the execution of this Agreement or from time to time
thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates
duly executed on behalf of the Company, countersign such Warrant Certificates
and shall deliver such Warrant Certificates to or upon the order of the
Company.

    


    ARTICLE 2

    


    WARRANT
PRICE, DURATION AND EXERCISE OF WARRANTS

    


    2.1 Warrant
Price. During the period specified in Section 2.2, each Warrant
shall, subject to the terms of this Agreement and the applicable Warrant
Certificate, entitle the holder thereof to purchase the number of Warrant
Securities specified in the applicable Warrant Certificate at an exercise price
of
$             per
Warrant Security, subject to adjustment upon the occurrence of certain events,
as hereinafter provided. Such purchase price per Warrant Security is
referred to in this Agreement as the “Warrant
Price.”

    


    2.2 Duration of
Warrants. Each Warrant may be exercised in whole or in part at any
time, as specified herein, on or after [the date thereof]
[            ] and
at or before
[            ] p.m.,
[City] time, on or such later date as the Company may designate by notice to the
Warrant Agent and the holders of Warrant Certificates mailed to their addresses
as set forth in the record books of the Warrant Agent (the “Expiration
Date”). Each Warrant not exercised at or before
[            ] p.m.,
[City] time, on the Expiration Date shall become void, and all rights of the
holder of the Warrant Certificate evidencing such Warrant under this Agreement
shall cease.

    


    2.3 Exercise
of Warrants.

    


    (a) During the period
specified in Section 2.2, the Warrants may be exercised to purchase a whole
number of Warrant Securities in registered form by providing certain information
as set forth on the reverse side of the Warrant Certificate and by paying in
full, in lawful money of the United States of America, [in cash or by certified
check or official bank check in New York Clearing House funds] [by bank wire
transfer in immediately available funds] the Warrant Price for each Warrant
Security with respect to which a Warrant is being exercised to the Warrant Agent
at its corporate trust office, provided that such exercise
is subject to receipt within five business days of such payment by the Warrant
Agent of the Warrant Certificate with the form of election to purchase Warrant
Securities set forth on the reverse side of the Warrant Certificate properly
completed and duly executed. The date on which payment in full of the
Warrant Price is received by the Warrant Agent shall, subject to receipt of the
Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant
is exercised; provided,
however, that if, at the date of receipt of such Warrant Certificates and
payment in full of the Warrant Price, the transfer books for the Warrant
Securities purchasable upon the exercise of such Warrants shall be closed, no
such receipt of such Warrant Certificates and no such payment of such Warrant
Price shall be effective to constitute the person so designated to be named as
the holder of record of such Warrant Securities on such date, but shall be
effective to constitute such person as the holder of record of such Warrant
Securities for all purposes at the opening of business on the next succeeding
day on which the transfer books for the Warrant Securities purchasable upon the
exercise of such Warrants shall be opened, and the certificates for the Warrant
Securities in respect of which such Warrants are then exercised shall be
issuable as of the date on such next succeeding day on which the transfer books
shall next be opened, and until such date the Company shall be under no duty to
deliver any certificate for such Warrant Securities. The Warrant Agent
shall deposit all funds received by it in payment of the Warrant Price in an
account of the Company maintained with it and shall advise the Company by
telephone at the end of each day on which a payment for the exercise of Warrants
is received of the amount so deposited to its account. The Warrant Agent
shall promptly confirm such telephone advice to the Company in
writing.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    (b) The Warrant Agent
shall, from time to time, as promptly as practicable, advise the Company of
(i) the number of Warrant Securities with respect to which Warrants were
exercised, (ii) the instructions of each holder of the Warrant Certificates
evidencing such Warrants with respect to delivery of the Warrant Securities to
which such holder is entitled upon such exercise, (iii) delivery of Warrant
Certificates evidencing the balance, if any, of the Warrants for the remaining
Warrant Securities after such exercise, and (iv) such other information as
the Company shall reasonably require.

    


    (c) As soon as
practicable after the exercise of any Warrant, the Company shall issue to or
upon the order of the holder of the Warrant Certificate evidencing such Warrant
the Warrant Securities to which such holder is entitled, in fully registered
form, registered in such name or names as may be directed by such
holder. If fewer than all of the Warrants evidenced by such Warrant
Certificate are exercised, the Company shall execute, and an authorized officer
of the Warrant Agent shall manually countersign and deliver, a new Warrant
Certificate evidencing Warrants for the number of Warrant Securities remaining
unexercised.

    


    (d) The Company shall not
be required to pay any stamp or other tax or other governmental charge required
to be paid in connection with any transfer involved in the issue of the Warrant
Securities, and in the event that any such transfer is involved, the Company
shall not be required to issue or deliver any Warrant Security until such tax or
other charge shall have been paid or it has been established to the Company’s
satisfaction that no such tax or other charge is due.

    


    (e) Prior to the issuance
of any Warrants there shall have been reserved, and the Company shall at all
times through the Expiration Date keep reserved, out of its authorized but
unissued Warrant Securities, a number of shares sufficient to provide for the
exercise of the Warrants.

    


    ARTICLE 3

    


    OTHER
PROVISIONS RELATING TO RIGHTS

    OF
HOLDERS OF WARRANT CERTIFICATES

    


    3.1 No Rights as Warrant
Securityholder Conferred by Warrants or Warrant Certificates. No
Warrant Certificate or Warrant evidenced thereby shall entitle the holder
thereof to any of the rights of a holder of Warrant Securities, including,
without limitation, the right to receive the payment of dividends or
distributions, if any, on the Warrant Securities or to exercise any voting
rights, except to the extent expressly set forth in this Agreement or the
applicable Warrant Certificate.

    


    3.2 Lost, Stolen, Mutilated or
Destroyed Warrant Certificates. Upon receipt by the Warrant Agent of
evidence reasonably satisfactory to it and the Company of the ownership of and
the loss, theft, destruction or mutilation of any Warrant Certificate and/or
indemnity reasonably satisfactory to the Warrant Agent and the Company and, in
the case of mutilation, upon surrender of the mutilated Warrant Certificate to
the Warrant Agent for cancellation, then, in the absence of notice to the
Company or the Warrant Agent that such Warrant Certificate has been acquired by
a bona fide purchaser, the Company shall execute, and an authorized officer of
the Warrant Agent shall manually countersign and deliver, in exchange for or in
lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new
Warrant Certificate of the same tenor and evidencing Warrants for a like number
of Warrant Securities. Upon the issuance of any new Warrant Certificate
under this Section 3.2, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Warrant Agent) in connection therewith. Every substitute Warrant
Certificate executed and delivered pursuant to this Section 3.2 in lieu of
any lost, stolen or destroyed Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or
destroyed Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to the benefits of this Agreement equally and proportionately
with any and all other Warrant Certificates duly executed and delivered
hereunder. The provisions of this Section 3.2 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement of mutilated, lost, stolen or destroyed Warrant
Certificates.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

    


    3.3 Holder of Warrant
Certificate May Enforce Rights. Notwithstanding any of the
provisions of this Agreement, any holder of a Warrant Certificate, without the
consent of the Warrant Agent, the holder of any Warrant Securities or the holder
of any other Warrant Certificate, may, in such holder’s own behalf and for such
holder’s own benefit, enforce, and may institute and maintain any suit, action
or proceeding against the Company suitable to enforce, or otherwise in respect
of, such holder’s right to exercise the Warrants evidenced by such holder’s
Warrant Certificate in the manner provided in such holder’s Warrant Certificate
and in this Agreement.

    


    3.4 Adjustments.

    


    (a) In case the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Warrant Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant
Securities purchasable under the Warrants shall be proportionately
increased. Conversely, in case the outstanding shares of Common Stock of
the Company shall be combined into a smaller number of shares, the Warrant Price
in effect immediately prior to such combination shall be proportionately
increased and the number of Warrant Securities purchasable under the Warrants
shall be proportionately decreased.

    


    (b) If at any time or
from time to time the holders of Common Stock (or any shares of stock or other
securities at the time receivable upon the exercise of the Warrants) shall have
received or become entitled to receive, without payment therefore,

    


    (i) Common Stock or any
shares of stock or other securities which are at any time directly or indirectly
convertible into or exchangeable for Common Stock, or any rights or options to
subscribe for, purchase or otherwise acquire any of the foregoing by way of
dividend or other distribution;

    


    (ii) any cash paid or
payable otherwise than as a cash dividend paid or payable out of the Company’s
current or retained earnings;

    


    (iii) any evidence of the
Company’s indebtedness or rights to subscribe for or purchase the Company’s
indebtedness; or

    


    (iv) Common Stock or
additional stock or other securities or property (including cash) by way of
spinoff, split-up, reclassification, combination of shares or similar corporate
rearrangement (other than shares of Common Stock issued as a stock split or
adjustments in respect of which shall be covered by the terms of
Section 3.4(a) above),

     

    then and
in each such case, the holder of each Warrant shall, upon the exercise of the
Warrant, be entitled to receive, in addition to the number of Warrant Securities
receivable thereupon, and without payment of any additional consideration
therefore, the amount of stock and other securities and property (including cash
and indebtedness (or rights to subscribe for or purchase indebtedness) which
such holder would hold on the date of such exercise had such holder been the
holder of record of such Warrant Securities as of the date on which holders of
Common Stock received or became entitled to receive such shares or all other
additional stock and other securities and property.


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    


    (c) In case of
(i) any reclassification, capital reorganization, or change in the Common
Stock of the Company (other than as a result of a subdivision, combination, or
stock dividend provided for in Section 3.4(a) or
Section 3.4(b) above), (ii) share exchange, merger or similar
transaction of the Company with or into another person or entity (other than a
share exchange, merger or similar transaction in which the Company is the
acquiring or surviving corporation and which does not result in any change in
the Common Stock other than the issuance of additional shares of Common Stock)
or (iii) the sale, exchange, lease, transfer or other disposition of all or
substantially all of the properties and assets of the Company as an entirety (in
any such case, a “Reorganization
Event”), then, as a condition of such Reorganization Event, lawful
provisions shall be made, and duly executed documents evidencing the same from
the Company or its successor shall be delivered to the holders of the Warrants,
so that the holders of the Warrants shall have the right at any time prior to
the expiration of the Warrants to purchase, at a total price equal to that
payable upon the exercise of the Warrants, the kind and amount of shares of
stock and other securities and property receivable in connection with such
Reorganization Event by a holder of the same number of Warrant Securities as
were purchasable by the holders of the Warrants immediately prior to such
Reorganization Event. In any such case appropriate provisions shall be made
with respect to the rights and interests of the holders of the Warrants so that
the provisions hereof shall thereafter be applicable with respect to any shares
of stock or other securities and property deliverable upon exercise the
Warrants, and appropriate adjustments shall be made to the Warrant Price payable
hereunder provided the aggregate purchase price shall remain the same. In
the case of any transaction described in clauses (ii) and (iii) above,
the Company shall thereupon be relieved of any further obligation hereunder or
under the Warrants, and the Company as the predecessor corporation may thereupon
or at any time thereafter be dissolved, wound up or liquidated. Such
successor or assuming entity thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company, any or all of the Warrants
issuable hereunder which heretofore shall not have been signed by the Company,
and may execute and deliver securities in its own name, in fulfillment of its
obligations to deliver Warrant Securities upon exercise of the
Warrants. All the Warrants so issued shall in all respects have the same
legal rank and benefit under this Agreement as the Warrants theretofore or
thereafter issued in accordance with the terms of this Agreement as though all
of such Warrants had been issued at the date of the execution hereof. In
any case of any such Reorganization Event, such changes in phraseology and form
(but not in substance) may be made in the Warrants thereafter to be issued as
may be appropriate.

    


    The
Warrant Agent may receive a written opinion of legal counsel as conclusive
evidence that any such Reorganization Event complies with the provisions of this
Section 3.4.

    


    (d) The Company may, at
its option, at any time until the Expiration Date, reduce the then current
Warrant Price to any amount deemed appropriate by the Board of Directors of the
Company for any period not exceeding twenty consecutive days (as evidenced in a
resolution adopted by such Board of Directors), but only upon giving the notices
required by Section 3.5 at least ten days prior to taking such
action.

    


    (e) Except as herein
otherwise expressly provided, no adjustment in the Warrant Price shall be made
by reason of the issuance of shares of Common Stock, or securities convertible
into or exchangeable for shares of Common Stock, or securities carrying the
right to purchase any of the foregoing or for any other reason
whatsoever.

    


    (f) No fractional Warrant
Securities shall be issued upon the exercise of Warrants. If more than one
Warrant shall be exercised at one time by the same holder, the number of full
Warrant Securities which shall be issuable upon such exercise shall be computed
on the basis of the aggregate number of Warrant Securities purchased pursuant to
the Warrants so exercised. Instead of any fractional Warrant Security which
would otherwise be issuable upon exercise of any Warrant, the Company shall pay
a cash adjustment in respect of such fraction in an amount equal to the same
fraction of the last sales price (or bid price if there were no sales) per
Warrant Security, in either case as reported on the New York Stock Exchange
Composite Tape on the business day which next precedes the day of exercise or,
if the Warrant Securities are not then listed or admitted to trading on the New
York Stock Exchange, on the principal national securities exchange on which the
Warrant Securities are listed or admitted to trading or, if not listed or
admitted to trading on any national securities exchange, the average of the
closing high bid and low asked prices in the over-the-counter market, as
reported by The Nasdaq Stock Market, Inc. (“NASDAQ”) or the Financial
Industry Regulatory Authority, Inc. (“FINRA”), as applicable, or such other
system then in use, or if on any such date the Warrant Securities are not quoted
by any such organization, an amount equal to the same fraction of the average of
the closing bid and asked prices as furnished by any New York Stock Exchange
firm selected from time to time by the Company for that purpose at the close of
business on the business day which next precedes the day of
exercise.

    


    (g) Whenever the Warrant
Price then in effect is adjusted as herein provided, the Company shall mail to
each holder of the Warrants at such holder’s address as it shall appear on the
books of the Company a statement setting forth the adjusted Warrant Price then
and thereafter effective under the provisions hereof, together with the facts,
in reasonable detail, upon which such adjustment is based.


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    


    3.5 Notice to
Warrantholders. In case the Company shall (a) effect any
dividend or distribution described in Section 3.4(b), (b) effect any
Reorganization Event, (c) make any distribution on or in respect of the
Common Stock in connection with the dissolution, liquidation or winding up of
the Company, or (d) reduce the then current Warrant Price pursuant to
Section 3.4(d), then the Company shall mail to each holder of Warrants at
such holder’s address as it shall appear on the books of the Warrant Agent, at
least ten days prior to the applicable date hereinafter specified, a notice
stating (x) the record date for such dividend or distribution, or, if a
record is not to be taken, the date as of which the holders of record of Common
Stock that will be entitled to such dividend or distribution are to be
determined, (y) the date on which such Reorganization Event, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities or other property
deliverable upon such Reorganization Event, dissolution, liquidation or winding
up, or (z) the first date on which the then current Warrant Price shall be
reduced pursuant to Section 3.4(d). No failure to mail such notice nor
any defect therein or in the mailing thereof shall affect any such transaction
or any adjustment in the Warrant Price required by
Section 3.4.

    


    3.6 [If
the Warrants are subject to acceleration by the Company, insert—Acceleration of
Warrants by the Company.

    


    (a) At any time on or
after
                            ,
the Company shall have the right to accelerate any or all Warrants at any time
by causing them to expire at the close of business on the day next preceding a
specified date (the “Acceleration
Date”), if the Market Price (as hereinafter defined) of the Common Stock
equals or exceeds
                            
percent (        %) of the then
effective Warrant Price on any twenty Trading Days (as hereinafter defined)
within a period of thirty consecutive Trading Days ending no more than five
Trading Days prior to the date on which the Company gives notice to the Warrant
Agent of its election to accelerate the Warrants.

    


    (b) “Market Price” for
each Trading Day shall be, if the Common Stock is listed or admitted for trading
on the New York Stock Exchange, the last reported sale price, regular way (or,
if no such price is reported, the average of the reported closing bid and asked
prices, regular way) of Common Stock, in either case as reported on the New York
Stock Exchange Composite Tape or, if the Common Stock is not listed or admitted
to trading on the New York Stock Exchange, on the principal national securities
exchange on which the Common Stock is listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, the average
of the closing high bid and low asked prices in the over-the-counter market, as
reported by NASDAQ or FINRA, as applicable, or such other system then in use, or
if on any such date the shares of Common Stock are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by
any New York Stock Exchange firm selected from time to time by the Company for
that purpose. “Trading Day” shall be each Monday through Friday, other than any
day on which securities are not traded in the system or on the exchange that is
the principal market for the Common Stock, as determined by the Board of
Directors of the Company.

    


    (c) In the event of an
acceleration of less than all of the Warrants, the Warrant Agent shall select
the Warrants to be accelerated by lot, pro rata or in such other manner as it
deems, in its discretion, to be fair and appropriate.

    


    (d) Notice of an
acceleration specifying the Acceleration Date shall be sent by mail first class,
postage prepaid, to each registered holder of a Warrant Certificate representing
a Warrant accelerated at such holder’s address appearing on the books of the
Warrant Agent not more than sixty days nor less than thirty days before the
Acceleration Date. Such notice of an acceleration also shall be given no
more than twenty days, and no less than ten days, prior to the mailing of notice
to registered holders of Warrants pursuant to this Section 3.6, by
publication at least once in a newspaper of general circulation in the City of
New York.

    


    (e) Any Warrant
accelerated may be exercised until
[            ] p.m.,
[City] time, on the business day next preceding the Acceleration Date. The
Warrant Price shall be payable as provided in Section 2.]


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

    


    ARTICLE
4

    


    EXCHANGE
AND TRANSFER OF WARRANT CERTIFICATES

    


    4.1 Exchange and Transfer of
Warrant Certificates. [If Other Securities with Warrants which are
immediately detachable - Upon] [If Other Securities with Warrants which are not
immediately detachable - Prior to the Detachable Date, a Warrant Certificate may
be exchanged or transferred only together with the Other Security to which the
Warrant Certificate was initially attached, and only for the purpose of
effecting or in conjunction with an exchange or transfer of such Other
Security. Prior to any Detachable Date, each transfer of the Other Security
shall operate also to transfer the related Warrant Certificates. After the
Detachable Date, upon] surrender at the corporate trust office of the Warrant
Agent, Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants or the transfer
thereof may be registered in whole or in part; provided that such other
Warrant Certificates evidence Warrants for the same aggregate number of Warrant
Securities as the Warrant Certificates so surrendered. The Warrant Agent
shall keep, at its corporate trust office, books in which, subject to such
reasonable regulations as it may prescribe, it shall register Warrant
Certificates and exchanges and transfers of outstanding Warrant Certificates,
upon surrender of the Warrant Certificates to the Warrant Agent at its corporate
trust office for exchange or registration of transfer, properly endorsed or
accompanied by appropriate instruments of registration of transfer and written
instructions for transfer, all in form satisfactory to the Company and the
Warrant Agent. No service charge shall be made for any exchange or
registration of transfer of Warrant Certificates, but the Company may require
payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange or
registration of transfer. Whenever any Warrant Certificates are so
surrendered for exchange or registration of transfer, an authorized officer of
the Warrant Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant Certificates duly
authorized and executed by the Company, as so requested. The Warrant Agent
shall not be required to effect any exchange or registration of transfer which
will result in the issuance of a Warrant Certificate evidencing a Warrant for a
fraction of a Warrant Security or a number of Warrants for a whole number of
Warrant Securities and a fraction of a Warrant Security. All Warrant
Certificates issued upon any exchange or registration of transfer of Warrant
Certificates shall be the valid obligations of the Company, evidencing the same
obligations and entitled to the same benefits under this Agreement as the
Warrant Certificate surrendered for such exchange or registration of
transfer.

    


    4.2 Treatment of Holders of
Warrant Certificates. [If Other Securities and Warrants are not
immediately detachable - Prior to the Detachable Date, the Company, the Warrant
Agent and all other persons may treat the owner of the Other Security as the
owner of the Warrant Certificates initially attached thereto for any purpose and
as the person entitled to exercise the rights represented by the Warrants
evidenced by such Warrant Certificates, any notice to the contrary
notwithstanding. After the Detachable Date and prior to due presentment of
a Warrant Certificate for registration of transfer, the] [T]he Company, the
Warrant Agent and all other persons may treat the registered holder of a Warrant
Certificate as the absolute owner thereof for any purpose and as the person
entitled to exercise the rights represented by the Warrants evidenced thereby,
any notice to the contrary notwithstanding.

    


    4.3 Cancellation of Warrant
Certificates. Any Warrant Certificate surrendered for exchange,
registration of transfer or exercise of the Warrants evidenced thereby shall, if
surrendered to the Company, be delivered to the Warrant Agent and all Warrant
Certificates surrendered or so delivered to the Warrant Agent shall be promptly
canceled by the Warrant Agent and shall not be reissued and, except as expressly
permitted by this Agreement, no Warrant Certificate shall be issued hereunder in
exchange therefor or in lieu thereof. The Warrant Agent shall deliver to
the Company from time to time or otherwise dispose of canceled Warrant
Certificates in a manner satisfactory to the Company.

    


    ARTICLE
5

    


    CONCERNING
THE WARRANT AGENT

    


    5.1 Warrant
Agent. The Company hereby appoints
                            
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth, and
                            
hereby accepts such appointment. The Warrant Agent shall have the powers
and authority granted to and conferred upon it in the Warrant Certificates and
hereby and such further powers and authority to act on behalf of the Company as
the Company may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions
hereof.

    


    5.2 Conditions of Warrant
Agent’s Obligations. The Warrant Agent accepts its obligations
herein set forth upon the terms and conditions hereof, including the following
to all of which the Company agrees and to all of which the rights hereunder of
the holders from time to time of the Warrant Certificates shall be
subject:


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

    (a) Compensation and
Indemnification. The Company agrees promptly to pay the Warrant
Agent the compensation to be agreed upon with the Company for all services
rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable
out-of-pocket expenses (including reasonable counsel fees) incurred without
negligence, bad faith or willful misconduct by the Warrant Agent in connection
with the services rendered hereunder by the Warrant Agent. The Company also
agrees to indemnify the Warrant Agent for, and to hold it harmless against, any
loss, liability or expense incurred without negligence, bad faith or willful
misconduct on the part of the Warrant Agent, arising out of or in connection
with its acting as Warrant Agent hereunder, including the reasonable costs and
expenses of defending against any claim of such liability.

    


    (b) Agent for the
Company. In acting under this Agreement and in connection with the
Warrant Certificates, the Warrant Agent is acting solely as agent of the Company
and does not assume any obligations or relationship of agency or trust for or
with any of the holders of Warrant Certificates or beneficial owners of
Warrants.

    


    (c) Counsel. The
Warrant Agent may consult with counsel satisfactory to it, which may include
counsel for the Company, and the written advice of such counsel shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with the
advice of such counsel.

    


    (d) Documents. The
Warrant Agent shall be protected and shall incur no liability for or in respect
of any action taken or omitted by it in reliance upon any Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or other paper or
document reasonably believed by it to be genuine and to have been presented or
signed by the proper parties.

    


    (e) Certain
Transactions. The Warrant Agent, and its officers, directors and
employees, may become the owner of, or acquire any interest in, Warrants, with
the same rights that it or they would have if it were not the Warrant Agent
hereunder, and, to the extent permitted by applicable law, it or they may engage
or be interested in any financial or other transaction with the Company and may
act on, or as depositary, trustee or agent for, any committee or body of holders
of Warrant Securities or other obligations of the Company as freely as if it
were not the Warrant Agent hereunder. Nothing in this Agreement shall be
deemed to prevent the Warrant Agent from acting as trustee under any indenture
to which the Company is a party.

    


    (f) No Liability for
Interest. Unless otherwise agreed with the Company, the Warrant
Agent shall have no liability for interest on any monies at any time received by
it pursuant to any of the provisions of this Agreement or of the Warrant
Certificates.

    


    (g) No Liability for
Invalidity. The Warrant Agent shall have no liability with respect
to any invalidity of this Agreement or any of the Warrant Certificates (except
as to the Warrant Agent’s countersignature thereon).

    


    (h) No Responsibility for
Representations. The Warrant Agent shall not be responsible for any
of the recitals or representations herein or in the Warrant Certificates (except
as to the Warrant Agent’s countersignature thereon), all of which are made
solely by the Company.

    


    (i) No Implied
Obligations. The Warrant Agent shall be obligated to perform only
such duties as are herein and in the Warrant Certificates specifically set forth
and no implied duties or obligations shall be read into this Agreement or the
Warrant Certificates against the Warrant Agent. The Warrant Agent shall not
be under any obligation to take any action hereunder which may tend to involve
it in any expense or liability, the payment of which within a reasonable time is
not, in its reasonable opinion, assured to it. The Warrant Agent shall not
be accountable or under any duty or responsibility for the use by the Company of
any of the Warrant Certificates authenticated by the Warrant Agent and delivered
by it to the Company pursuant to this Agreement or for the application by the
Company of the proceeds of the Warrant Certificates. The Warrant Agent
shall have no duty or responsibility in case of any default by the Company in
the performance of its covenants or agreements contained herein or in the
Warrant Certificates or in the case of the receipt of any written demand from a
holder of a Warrant Certificate with respect to such default, including, without
limiting the generality of the foregoing, any duty or responsibility to initiate
or attempt to initiate any proceedings at law or otherwise or, except as
provided in Section 6.2 hereof, to make any demand upon the
Company.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    


    5.3 Resignation,
Removal and Appointment of Successors.

    


    (a) The Company agrees,
for the benefit of the holders from time to time of the Warrant Certificates,
that there shall at all times be a Warrant Agent hereunder until all the
Warrants have been exercised or are no longer exercisable.

    


    (b) The Warrant Agent may
at any time resign as agent by giving written notice to the Company of such
intention on its part, specifying the date on which its desired resignation
shall become effective; provided that such date shall
not be less than three months after the date on which such notice is given
unless the Company otherwise agrees. The Warrant Agent hereunder may be
removed at any time by the filing with it of an instrument in writing signed by
or on behalf of the Company and specifying such removal and the intended date
when it shall become effective. Such resignation or removal shall take
effect upon the appointment by the Company, as hereinafter provided, of a
successor Warrant Agent (which shall be a bank or trust company authorized under
the laws of the jurisdiction of its organization to exercise corporate trust
powers) and the acceptance of such appointment by such successor Warrant
Agent. The obligation of the Company under Section 5.2(a) shall
continue to the extent set forth therein notwithstanding the resignation or
removal of the Warrant Agent.

    


    (c) In case at any time
the Warrant Agent shall resign, or shall be removed, or shall become incapable
of acting, or shall be adjudged a bankrupt or insolvent, or shall commence a
voluntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or under any other applicable Federal or state bankruptcy,
insolvency or similar law or shall consent to the appointment of or taking
possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Warrant Agent or its property or affairs, or
shall make an assignment for the benefit of creditors, or shall admit in writing
its inability to pay its debts generally as they become due, or shall take
corporate action in furtherance of any such action, or a decree or order for
relief by a court having jurisdiction in the premises shall have been entered in
respect of the Warrant Agent in an involuntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or any other applicable Federal or state
bankruptcy, insolvency or similar law, or a decree or order by a court having
jurisdiction in the premises shall have been entered for the appointment of a
receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar
official) of the Warrant Agent or of its property or affairs, or any public
officer shall take charge or control of the Warrant Agent or of its property or
affairs for the purpose of rehabilitation, conservation, winding up or
liquidation, a successor Warrant Agent, qualified as aforesaid, shall be
appointed by the Company by an instrument in writing, filed with the successor
Warrant Agent. Upon the appointment as aforesaid of a successor Warrant
Agent and acceptance by the successor Warrant Agent of such appointment, the
Warrant Agent shall cease to be Warrant Agent hereunder.

    


    (d) Any successor Warrant
Agent appointed hereunder shall execute, acknowledge and deliver to its
predecessor and to the Company an instrument accepting such appointment
hereunder, and thereupon such successor Warrant Agent, without any further act,
deed or conveyance, shall become vested with all the authority, rights, powers,
trusts, immunities, duties and obligations of such predecessor with like effect
as if originally named as Warrant Agent hereunder, and such predecessor, upon
payment of its charges and disbursements then unpaid, shall thereupon become
obligated to transfer, deliver and pay over, and such successor Warrant Agent
shall be entitled to receive, all monies, securities and other property on
deposit with or held by such predecessor, as Warrant Agent
hereunder.

    


    (e) Any corporation into
which the Warrant Agent hereunder may be merged or converted or any corporation
with which the Warrant Agent may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Warrant Agent shall be
a party, or any corporation to which the Warrant Agent shall sell or otherwise
transfer all or substantially all the assets and business of the Warrant Agent,
provided that it shall
be qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.


    ARTICLE
6

    


    MISCELLANEOUS

    


    6.1 Amendment. This
Agreement may be amended by the parties hereto, without the consent of the
holder of any Warrant Certificate, for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective provision contained herein,
or making any other provisions with respect to matters or questions arising
under this Agreement as the Company and the Warrant Agent may deem necessary or
desirable; provided
that such action shall not materially adversely affect the interests of
the holders of the Warrant Certificates.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    6.2 Notices and Demands to the
Company and Warrant Agent. If the Warrant Agent shall receive any
notice or demand addressed to the Company by the holder of a Warrant Certificate
pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall
promptly forward such notice or demand to the Company.

    


    6.3 Addresses. Any
communication from the Company to the Warrant Agent with respect to this
Agreement shall be addressed to
                            ,
Attention:                             and
any communication from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to ShengdaTech, Inc., Unit 2003, East Tower, Zhong
Rong Heng Rui International Plaza, 620 Zhang Yang Road, Pudong District,
Shanghai 200122  People's Republic of China, Attention: Secretary
(or such other address as shall be specified in writing by the Warrant Agent or
by the Company).

    


    6.4 Governing
Law. This Agreement and each Warrant Certificate issued hereunder
shall be governed by and construed in accordance with the laws of the State of
New York.

    


    6.5 Delivery of
Prospectus. The Company shall furnish to the Warrant Agent
sufficient copies of a prospectus meeting the requirements of the Securities Act
of 1933, as amended, relating to the Warrant Securities deliverable upon
exercise of the Warrants (the “Prospectus”),
and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant
Agent will deliver to the holder of the Warrant Certificate evidencing such
Warrant, prior to or concurrently with the delivery of the Warrant Securities
issued upon such exercise, a Prospectus.

    


    The
Warrant Agent shall not, by reason of any such delivery, assume any
responsibility for the accuracy or adequacy of such Prospectus.

    


    6.6 Obtaining of Governmental
Approvals. The Company will from time to time take all action which
may be necessary to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities and securities act filings
under United States Federal and state laws (including without limitation a
registration statement in respect of the Warrants and Warrant Securities under
the Securities Act of 1933, as amended), which may be or become requisite in
connection with the issuance, sale, transfer, and delivery of the Warrant
Securities issued upon exercise of the Warrants, the issuance, sale, transfer
and delivery of the Warrants or upon the expiration of the period during which
the Warrants are exercisable.

    


    6.7 Persons Having Rights Under
Warrant Agreement. Nothing in this Agreement shall give to any
person other than the Company, the Warrant Agent and the holders of the Warrant
Certificates any right, remedy or claim under or by reason of this
Agreement.

    


    6.8 Headings. The
descriptive headings of the several Articles and Sections of this Agreement are
inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.

    


    6.9 Counterparts. This
Agreement may be executed in any number of counterparts, each of which as so
executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.

     

    6.10 Inspection of
Agreement. A copy of this Agreement shall be available at all
reasonable times at the principal corporate trust office of the Warrant Agent
for inspection by the holder of any Warrant Certificate. The Warrant Agent
may require such holder to submit such holder’s Warrant Certificate for
inspection by it.


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed, all as of the day
and year first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	 	
                                        SHENGDATECH,
      INC.

                                      
	 
      	 	 
      	 
      
	 
      	 	
                                        By

                                      	 
      
	 
      	 	 
      	 
      
	 
      	 	
                                        Its

                                      	 
      
	 
      	 	 
      	 
      
	
                                        Attest:

                                      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      
	 
      	 	
                                        WARRANT
      AGENT

                                      
	 
      	 	 
      	 
      
	 
      	 	
                                        By

                                      	 
      
	 
      	 	 
      	 
      
	 
      	 	
                                        Its

                                      	 
      
	 
      	 	 
      	 
      
	
                                        Attest:

                                      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    [SIGNATURE
PAGE TO COMMON STOCK WARRANT AGREEMENT]


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    EXHIBIT A

     

    FORM
OF WARRANT CERTIFICATE

    [Face
of Warrant Certificate]

     

    
      
        	
                [Form if
      Warrants are attached to Other Securities and are not immediately
      detachable.

              	 
      	
                Prior
      to
                                  ,
      this Warrant Certificate cannot be transferred or exchanged unless
      attached to a [Title of Other Securities].]

              
	 
      	 
      
	
                [Form of
      Legend if Warrants are not immediately exercisable.

              	 
      	
                Prior
      to
                                  ,
      Warrants evidenced by this Warrant Certificate cannot be
      exercised.]

              


      

    

     

    EXERCISABLE
ONLY IF COUNTERSIGNED BY THE WARRANT

    AGENT AS
PROVIDED HEREIN

    


    VOID
AFTER
[            ] P.M.,
[CITY] TIME, ON
                        ,

    


    SHENGDATECH,
INC.

    


    WARRANT
CERTIFICATE REPRESENTING

    WARRANTS
TO PURCHASE

    COMMON
STOCK, PAR VALUE $0.00001 PER SHARE

     

    
      	
              No.

            	 
      	
              Warrants

            


    

    


    This
certifies that
                                         
        or registered assigns is the
registered owner of the above indicated number of Warrants, each Warrant
entitling such owner [if Warrants are attached to Other Securities and are not
immediately detachable - , subject to the registered owner qualifying as a
“Holder” of this Warrant Certificate, as hereinafter defined),] to purchase, at
any time [after
[            ] p.m.,
[City] time, on
                            
and] on or before
[            ] p.m.,
[City] time, on
                            ,
                            shares
of Common Stock, par value $0.00001 per share (the “Warrant
Securities”), of ShengdaTech, Inc. (the “Company”)
on the following basis: during the period from
                    ,
through and including
                            ,
the exercise price per Warrant Security will be
$            ,
subject to adjustment as provided in the Warrant Agreement (as hereinafter
defined) (the “Warrant
Price”). The Holder may exercise the Warrants evidenced hereby by
providing certain information set forth on the back hereof and by paying in
full, in lawful money of the United States of America, [in cash or by certified
check or official bank check in New York Clearing House funds] [by bank wire
transfer in immediately available funds], the Warrant Price for each Warrant
Security with respect to which this Warrant is exercised to the Warrant Agent
(as hereinafter defined) and by surrendering this Warrant Certificate, with the
purchase form on the back hereof duly executed, at the corporate trust office of
[name of Warrant Agent], or its successor as warrant agent (the “Warrant
Agent”), which is, on the date hereof, at the address specified on the
reverse hereof, and upon compliance with and subject to the conditions set forth
herein and in the Warrant Agreement (as hereinafter defined).

    


    The term
“Holder”
as used herein shall mean [if Warrants are attached to Other Securities and are
not immediately detachable - prior to
                            ,
(the “Detachable
Date”), the registered owner of the Company’s [title of Other Securities]
to which this Warrant Certificate was initially attached, and after such
Detachable Date,] the person in whose name at the time this Warrant Certificate
shall be registered upon the books to be maintained by the Warrant Agent for
that purpose pursuant to Section 4 of the Warrant Agreement.

    


    The
Warrants evidenced by this Warrant Certificate may be exercised to purchase a
whole number of Warrant Securities in registered form. Upon any exercise of
fewer than all of the Warrants evidenced by this Warrant Certificate, there
shall be issued to the Holder hereof a new Warrant Certificate evidencing
Warrants for the number of Warrant Securities remaining
unexercised.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    


    This
Warrant Certificate is issued under and in accordance with the Warrant Agreement
dated as of
                            ,
(the “Warrant
Agreement”), between the Company and the Warrant Agent and is subject to
the terms and provisions contained in the Warrant Agreement, to all of which
terms and provisions the Holder of this Warrant Certificate consents by
acceptance hereof. Copies of the Warrant Agreement are on file at the
above-mentioned office of the Warrant Agent.

    


    [If
Warrants are attached to Other Securities and are not immediately detachable -
Prior to the Detachable Date, this Warrant Certificate may be exchanged or
transferred only together with the [Title of Other Securities] (the “Other
Securities”) to which this Warrant Certificate was initially attached,
and only for the purpose of effecting or in conjunction with, an exchange or
transfer of such Other Security. Additionally, on or prior to the
Detachable Date, each transfer of such Other Security on the register of the
Other Securities shall operate also to transfer this Warrant
Certificate. After such date, transfer of this] [If Warrants are attached
to Other Securities and are immediately detachable – Transfer of this] Warrant
Certificate may be registered when this Warrant Certificate is surrendered at
the corporate trust office of the Warrant Agent by the registered owner or such
owner’s assigns, in the manner and subject to the limitations provided in the
Warrant Agreement.

     

    [If Other
Securities with Warrants which are not immediately detachable - Except as
provided in the immediately preceding paragraph, after] [If Other Securities
with Warrants which are immediately detachable or Warrants alone - After]
countersignature by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent for Warrant Certificates representing Warrants
for the same aggregate number of Warrant Securities.

    


    This
Warrant Certificate shall not entitle the Holder hereof to any of the rights of
a holder of the Warrant Securities, including, without limitation, the right to
receive payments of dividends or distributions, if any, on the Warrant
Securities (except to the extent set forth in the Warrant Agreement) or to
exercise any voting rights.

    


    Reference
is hereby made to the further provisions of this Warrant Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

    


    This
Warrant Certificate shall not be valid or obligatory for any purpose until
countersigned by the Warrant Agent.

    


    IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed in its name and on its behalf by
the facsimile signatures of its duly authorized officers.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	Dated:
      _________________	 
      	
                                                                SHENGDATECH,
      INC.

                                                              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                By

                                                              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                Its

                                                              	 
      
	 
      	 
      	 
      	 
      
	
                                                                Attest:

                                                              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                                                Countersigned:

                                                              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                                                As
      Warrant Agent

                                                              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                                                By

                                                              	 
      	 
      	 
      	 
      
	 
      	
                                                                Authorized
      Signature

                                                              	 
      	 
      	 
      


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    


    [REVERSE
OF WARRANT CERTIFICATE]

    


    (Instructions
for Exercise of Warrant)

    


    To
exercise any Warrants evidenced hereby for Warrant Securities (as hereinafter
defined), the Holder must pay, in lawful money of the United States of America,
[in cash or by certified check or official bank check in New York Clearing House
funds] [by bank wire transfer in immediately available funds], the Warrant Price
in full for Warrants exercised, to [Warrant Agent] [address of Warrant Agent],
Attn:                             ,
which payment must specify the name of the Holder and the number of Warrants
exercised by such Holder. In addition, the Holder must complete the
information required below and present this Warrant Certificate in person or by
mail (certified or registered mail is recommended) to the Warrant Agent at the
appropriate address set forth above. This Warrant Certificate, completed
and duly executed, must be received by the Warrant Agent within five business
days of the payment.

    


    (To be
executed upon exercise of Warrants)

    


    The
undersigned hereby irrevocably elects to exercise
                            
Warrants, evidenced by this Warrant Certificate, to purchase
                            
shares of the Common Stock, par value $0.00001 per share (the “Warrant
Securities”), of ShengdaTech, Inc. and represents that the undersigned
has tendered payment for such Warrant Securities, in lawful money of the United
States of America, [in cash or by certified check or official bank check in New
York Clearing House funds] [by bank wire transfer in immediately available
funds], to the order of ShengdaTech, Inc., c/o [insert name and address of
Warrant Agent], in the amount of
$                 in
accordance with the terms hereof. The undersigned requests that said
Warrant Securities be in fully registered form in the authorized denominations,
registered in such names and delivered all as specified in accordance with the
instructions set forth below.

    


    If the
number of Warrants exercised is less than all of the Warrants evidenced hereby,
the undersigned requests that a new Warrant Certificate evidencing the Warrants
for the number of Warrant Securities remaining unexercised be issued and
delivered to the undersigned unless otherwise specified in the instructions
below.

     

    
      
        
          
            
              
                
                  
                    	
                            Dated
      _________________

                          	
                            Name

                          	 
      
	 
      	 
      	
                            (Please
      Print)

                          
	 
      	 
      	 
      
	 
      	
                            Address

                          	 
      
	 
      	 
      
	 
      	 
      


                  

                

              

            

          

        

      

    

     

    
      

    

     

    
      
        
          	 
      	 
      
	 
      	
                  (Insert
      Social Security or Other Identifying Number of Holder)

                
	 
      	 
      
	
                  Signature
      Guaranteed

                	 
      
	 
      	
                  Signature

                
	 
      	 
      
	 
      	
                  (Signature
      must conform in all respects to name of holder as specified on the face of
      this Warrant Certificate and must bear a signature guarantee by a bank,
      trust company or member broker of the New York, Midwest or Pacific Stock
      Exchange)

                


        

      

    

    This
Warrant may be exercised at the following addresses:


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      By hand at

                    	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                      By mail at

                    	 
      
	 
      	 
      
	 
      	 
      


            

          

        

      

    

     

    [Instructions
as to form and delivery of Warrant Securities and, if applicable, Warrant
Certificates evidencing Warrants for the number of Warrant Securities remaining
unexercised – complete as appropriate.]


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    


    ASSIGNMENT

    


    [Form of
assignment to be executed if

    Warrant
Holder desires to transfer Warrant]

    


    FOR VALUE
RECEIVED,
                            
hereby sells, assigns and transfers unto:

    


    
      
        
          
            	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    (Please
      print name and address including zip code)

                  	 
      	
                    Please
      insert Social Security or other identifying
  number

                  


          

        

      

    

    


    the right
represented by the within Warrant to purchase
                            
shares of [Title of Warrant Securities] of ShengdaTech, Inc. to which the within
Warrant relates and appoints
                            
attorney to transfer such right on the books of the Warrant Agent with full
power of substitution in the premises.

    


    
      
        
          
            
              
                	
                        Dated
      _________________

                      	 
      	 
      
	 
      	 
      	
                        Signature

                      
	 
      	 
      	 
      
	 
      	 
      	
                        (Signature
      must conform in all respects to name of holder as specified on the face of
      the Warrant)

                      
	 
      	 
      	 
      
	
                        Signature
      Guaranteed

                      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


              

            

          

        

      

    


    
      
         


      

      
        -18-