Unassociated Document


    Exhibit
      10.4

    


    WARRANT
      PURCHASE AGREEMENT

    


    WARRANT
      PURCHASE AGREEMENT (this
      “Agreement”)
      made
      as of this __th day of _____, 2008 among Chardan 2008 China Acquisition Corp.,
      a
      British Virgin Islands business company of limited liability (the “Company”),
      and
      the undersigned (each a “Purchaser”,
      and,
      collectively, the “Purchasers”).

    


    WHEREAS,
      the
      Company has filed with the Securities and Exchange Commission (the “SEC”)
      a
      registration statement on Form F-1, as amended (File No. 333-152623) (the
“Registration
      Statement”),
      in
      connection with the Company’s initial public offering (the “IPO”)
      of
      6,875,000 units (the “Units”),
      each
      unit consisting of (i) one of the Company’s ordinary shares, par value $0.0001
      per share (the “Ordinary
      Shares”),
      and
      (ii) one warrant (a “Warrant”),
      each
      Warrant to purchase one Ordinary Share;

    


    WHEREAS,
      immediately prior to the consummation of the IPO, the Company desires to sell
      in
      a private placement to the Purchasers (the “Placement”)
      an
      aggregate of 2,000,000 warrants (the “Private
      Placement Warrants”)
      substantially identical to the Warrants being issued in the IPO pursuant to
      the
      terms and conditions hereof and as set forth in the Registration Statement,
      except that the Private Placement Warrants to be issued in the Placement shall
      not be registered under the Securities Act of 1933, as amended (the
“Securities
      Act”);

    


    WHEREAS,
      each
      Purchaser desires to acquire the number of Private Placement Warrants set forth
      opposite his name on Schedule
      A
      annexed
      hereto;

    


    WHEREAS,
      except
      as provided herein, the Private Placement Warrants shall be governed by the
      Warrant Agreement filed as an exhibit to the Registration Statement;
      and

    


    WHEREAS,
      the
      Purchasers are entitled to registration rights with respect to the Private
      Placement Warrants and the Ordinary Shares underlying the Placement Warrants
      (the “Underlying
      Shares”)
      on the
      terms set forth in this Agreement;

    


    NOW,
      THEREFORE,
      for and
      in consideration of the premises and the mutual covenants hereinafter set forth,
      the parties hereto do hereby agree as follows:

    


    1. Purchase
      of Private Placement Warrants.
      The
      Purchasers hereby agree, directly or through their nominees, to purchase an
      aggregate of 2,000,000 Private Placement Warrants at a purchase price of $0.50
      per Private Placement Warrant, or an aggregate of $1,000,000 (the “Purchase
      Price”).
      Such
      purchases shall be in the names and amounts set forth on Schedule
      A
      annexed
      hereto.

    


    2. Closing.
      The
      closing of the purchase and sale of the Private Placement Warrants (the
“Closing”)
      will
      take place at such time and place as the parties may agree (the “Closing
      Date”),
      but
      in no event later than one business day prior to the effective date of the
      Registration Statement (“Effective
      Date”).
      On or
      prior to the Effective Date, the Purchasers shall pay the Purchase Price by
      wire
      transfer of funds to Richardson & Patel LLP, outside counsel for the
      Company. On the Closing Date, the Company shall cause Richardson & Patel LLP
      to transfer the Purchase Price to the trust account at Goldman Sachs in London,
      maintained by Continental Stock Transfer & Trust Company, acting as trustee
      (the “Trust
      Account”).
      The
      certificates for the Private Placement Warrants shall be placed into escrow
      pursuant to the Private Placement Warrant Escrow Agreement dated _____ __,
      2008
      by and among Continental and the other signatories thereto.

    


    3. Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby represents and warrants to the Company that:

    


    3.1 The
      execution and delivery by the Purchasers of this Agreement and the fulfillment
      of and compliance with the respective terms hereof by the Purchasers do not
      and
      shall not as of the Closing
      conflict with or result in a breach of the terms, conditions or provisions
      of
      any other agreement, instrument, order, judgment or decree to which Purchasers
      are subject to.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.2 The
      Purchaser is an “accredited investor” as that term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act.

    


    3.3 The
      Private Placement Warrants are being acquired for the Purchaser’s own account,
      only for investment purposes and not with a view to, or for resale in connection
      with, any distribution or public offering thereof within the meaning of the
      Securities Act.

    


    3.4 The
      Purchaser has the full right, power and authority to enter into this Agreement
      and this Agreement is a valid and legally binding obligation of the Purchaser
      enforceable against the Purchaser in accordance with its terms.

    


    3.5 The
      Purchaser understands that no United States federal or state agency or any
      other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the securities or the fairness or suitability of the investment
      in the securities nor have such authorities passed upon or endorsed the merits
      of the offering of the securities.

    


    4. Registration
      Rights.
      The
      Purchasers shall have registration rights pursuant to the Registration Rights
      Agreement, dated as of _____ __, 2008, by and among the Company and the
      Investors listed on the signature page thereto.

    


    5. Waiver
      of Claims Against Trust Account.
      Each
      Purchaser hereby waives any and all right, title, interest or claim of any
      kind
      in or to any distributions from the Trust Account with respect to any Ordinary
      Shares acquired by the Purchaser in connection with the exercise of the Private
      Placement Warrants purchased pursuant to this Agreement (“Claim”)
      and
      hereby waives any Claim the undersigned may have in the future as a result
      of,
      or arising out of, any contracts or agreements with the Company and will not
      seek recourse against the Trust Account for any reason whatsoever.

    


    6. Legends;
      Denominations

    


    6.1 Legend.
      The
      Company will issue the Private Placement Warrants, and when issued the
      Underlying Shares, purchased by Purchaser in the name of Purchaser and in such
      denominations to be specified by Purchaser. The Private Placement Warrants
      and
      Underlying Shares will bear the following legend and appropriate “stop transfer”
instructions:

    


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND
      NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
      TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION
      OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
      CONDITIONS CONTAINED IN A PRIVATE PLACEMENT WARRANT ESCROW AGREEMENT (THE
“AGREEMENT”) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
      DISPOSED DURING THE TERM OF THE ESCROW PERIOD (AS DEFINED IN THE
      AGREEMENT).

    


    7. Forfeiture
      of Warrants.

    


    7.1. Failure
      to Consummate Business Combination.
      The
      Placement Warrants shall be forfeited to the Company in the event the Company
      does not consummate a business combination within 18, 30 or 36 months from
      the
      date of the final prospectus relating to the Company’s IPO, as described in the
      Registration Statement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.2. Termination
      of Rights as holder; Escrow.
      If the
      Private Placement Warrants are forfeited in accordance with this Section 7,
      then
      after such time the Purchaser (or successor in interest), shall no longer have
      any rights as a holder of such Private Placement Warrants, and the Company
      shall
      take such action as is appropriate to cancel such Private Placement Warrants.
      To
      effectuate the foregoing, all certificates representing Private Placement
      Warrants shall be held in escrow as provided in Section 2 hereof. In addition,
      Purchaser hereby irrevocably grants the Company a limited power of attorney
      for
      the purpose of effectuating the foregoing.

    


    8. Waiver
      and Indemnification.
      Each
      Purchaser hereby waives any and all rights to assert any present or future
      claims, including any right of rescission, against the Company or the
      underwriters in the IPO with respect to their purchase of the Private Placement
      Warrants, and each Purchaser agrees jointly and severally to indemnify and
      hold
      the Company and the underwriters in the IPO harmless from all losses, damages
      or
      expenses that relate to claims or proceedings brought against the Company or
      such underwriters by Purchasers of the Private Placement Warrants.

    


    9. Counterparts;
      Facsimile.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and all of which taken together
      shall
      constitute one and the same instrument. This Agreement or any counterpart may
      be
      executed via facsimile transmission, and any such executed facsimile copy shall
      be treated as an original.

    


    10. Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York. Each of the
      parties hereby agrees that any action, proceeding or claim against it arising
      out of or relating in any way to this Agreement shall be brought and enforced
      in
      the courts of the State of New York or the United States District Court for
      the
      Southern District of New York, and irrevocably submits to such jurisdiction,
      which jurisdiction shall be exclusive. Each of the parties hereby waives any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Warrant Purchase Agreement as of the __th day
      of
      _____, 2008.

    


    
      	
              CHARDAN
                2008 CHINA ACQUISITION CORP.

            
	 	 
	
              By:
                

            	 
	 	
              Name

            
	 	
              Title:

            
	 	 
	
              PURCHASERS:

            
	 	 
	
              By:
                

            	 
	 	
              Name

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.4

     

    SCHEDULE
      A

    


    
      	
              Name

            	 	
              Number
                of Placement Warrants

            	 	
              Price

            
	 	 	 	 	
              $

            	 
	 	 	 	 	
              $

            	 
	 	 	 	 	
              $

            	 
	 	 	 	 	
              $

            	 
	 	 	 	 	
              $