Unassociated Document


    
       

      Exhibit
        4.5

    

     

    WARRANT
      AGREEMENT

    


    This
      WARRANT
      AGREEMENT
      (the
“Agreement”),
      entered into as of the __th day of _____, 2008, by and between Chardan 2008
      China Acquisition Corp., a British Virgin Islands business company of limited
      liability (the “Company”),
      with
      offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza,
      48 Dongzhimenwai Street, Beijing, 100027, China, and Continental Stock Transfer
      & Trust Company, a New York corporation (the “Warrant
      Agent”),
      with
      offices at 17 Battery Place, New York, New York 10004.

    


    WHEREAS,
      the
      Company is engaged in a public offering (the “Public
      Offering”)
      of
      6,875,000 units (“Units”)
      of the
      Company, each Unit consisting of one ordinary share, par value $0.0001 per
      share
      (an “Ordinary
      Share”)
      and
      one warrant to purchase one Ordinary Share (the “Public
      Warrants”);

    


    WHEREAS,
      in
      connection with the Company’s formation, the Company has issued 2,291,666
      Ordinary Shares and 2,291,666 warrants to certain initial shareholders (the
      “Existing
      Shareholders’ Warrants”);

    


    WHEREAS,
      the
      Company has heretofore engaged in a private offering (the “Private
      Offering”)
      of
      2,000,000 warrants (the “Private
      Placement Warrants”)
      of the
      Company to certain investors named in the Registration Statement (as hereinafter
      defined);

    


    WHEREAS,
      in
      connection with the Public Offering, the Company has determined to sell and
      deliver to Brean Murray, Carret & Co., LLC, Maxim Group LLC and Roth Capital
      Partners, LLC, acting as representatives of the underwriters (the “Underwriters”),
      an
      option to purchase 137,500 Units of the Company, which Units include 137,500
      Ordinary Shares and 137,500 warrants (the “Representatives’
      Warrants”);
      

    


    WHEREAS,
      the
      Company has filed with the Securities and Exchange Commission (the “SEC”)
      a
      Registration Statement, No. 333-152623 on
      Form
      F-1, as amended (the “Registration
      Statement”),
      for
      the registration, under the Securities Act of 1933, as amended (the
“Act”),
      of,
      among other securities, the Public Warrants and the Ordinary Shares issuable
      upon exercise of the Public Warrants and the Representatives’ Warrants and the
      Ordinary Shares issuable upon exercise of the Representatives’
Warrants;

    


    WHEREAS,
      the
      Company desires to provide for the form and provisions of the warrants, the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent, and
      the
      holders of the Public Warrants, Existing Shareholders’ Warrants, Private
      Placement Warrants and Representatives’ Warrants (each, a “Warrant”,
      and,
      collectively, the “Warrants”);
      and

    


    WHEREAS,
      the
      Company desires the Warrant Agent to act on behalf of the Company, and the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption and exercise of the
      Warrants;

    


    WHEREAS,
      all
      acts and things have been done and performed which are necessary to make the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement.

    


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

    


    1. APPOINTMENT
      OF WARRANT AGENT.
      The
      Company hereby appoints the Warrant Agent to act as agent for the Company for
      the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
      to perform the same in accordance with the terms and conditions set forth in
      this Agreement.

    


    2. WARRANTS.

    


    2.1. Form
      of Warrant.
      Each
      Warrant shall be issued in registered form only, shall be in substantially
      the
      form of Exhibit
      A
      hereto,
      the provisions of which are incorporated herein, and shall be signed by, or
      bear
      the facsimile signature of, the Chairman of the board of directors and Chief
      Executive Officer and/or Chief Financial Officer, Chief Operating Officer,
      Treasurer or Assistant Secretary of the Company and shall bear a facsimile
      of
      the Company’s seal. In the event the person whose facsimile signature has been
      placed upon any Warrant shall have ceased to serve in the capacity in which
      such
      person signed the Warrant before such Warrant is issued, it may be issued with
      the same effect as if he or she had not ceased to be such at the date of
      issuance.

     

    
      
        
        

      

      
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    2.2 Effect
      of Countersignature.
      Unless
      and until countersigned by the Warrant Agent pursuant to this Agreement, a
      Warrant shall be invalid and of no effect and may not be exercised by the holder
      thereof.

    


    2.3 Registration.

    


    2.3.1 Warrant
      Register.
      The
      Warrant Agent shall maintain books (“Warrant
      Register”),
      for
      the registration of original issuance and the registration of transfer of the
      Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
      issue and register the Warrants in the names of the respective holders thereof
      in such denominations and otherwise in accordance with instructions delivered
      to
      the Warrant Agent by the Company.

    


    2.3.2 Registered
      Holder.
      Prior
      to due presentment for registration of transfer of any Warrant, the Company
      and
      the Warrant Agent may deem and treat the person in whose name such Warrant
      shall
      be registered upon the Warrant Register (“registered
      holder”),
      as
      the absolute owner of such Warrant and of each Warrant represented thereby
      (notwithstanding any notation of ownership or other writing on the Warrant
      Certificate made by anyone other than the Company or the Warrant Agent), for
      the
      purpose of any exercise thereof, and for all other purposes, and neither the
      Company nor the Warrant Agent shall be affected by any notice to the
      contrary.

    


    2.4 Detachability
      of Public Warrants.
      The
      Public Warrants and Ordinary Shares comprising the Units will begin separate
      trading on the 10th day after the date of the final prospectus, but in no event
      will separate trading of the Public Warrants and Ordinary Shares comprising
      the
      Units begin until the Company files with the SEC a Report on Form 6-K which
      includes an audited balance sheet reflecting the receipt by the Company of
      the
      gross proceeds of the sale of the Private Placement Warrants and the Public
      Offering.

    


    3. TERMS
      AND EXERCISE OF WARRANTS

    


    3.1 Warrant
      Price.
      Each
      Warrant shall, when countersigned by the Warrant Agent, entitle the registered
      holder thereof, subject to the provisions of such Warrant and of this Agreement,
      to purchase from the Company the number of Ordinary Shares, at the price of
      $5.00 per Ordinary Share, subject to the adjustments provided in Section 4
      hereof and in the last sentence of this Section 3.1. The term “Warrant
      Price”
as
      used
      in this Agreement refers to the price per share at which Ordinary Shares may
      be
      purchased at the time a Warrant is exercised. The Company in its sole discretion
      may lower the Warrant Price at any time prior to the Expiration Date for a
      period of not less than ten (10) business days; provided any such reduction
      shall be identical among all of the Warrants.

    


    3.2 Duration
      of Warrants.
      A
      Warrant may be exercised only during the period (“Exercise
      Period”)
      commencing on the later of: (i) the consummation by the Company of a merger,
      share exchange, asset or share acquisition, exchangeable share transaction,
      contractual control arrangement or other similar business combination
      (“Business
      Combination”)
      (as
      described more fully in the Company’s Registration Statement), or (ii) ______
      __, 2009, and terminating at 5:00 p.m., New York City time on the earlier to
      occur of (a) ______ __, 2012 or (b) the date fixed for redemption of the
      Warrants as provided in Section 6 of this Agreement (“Expiration
      Date”).
      Except with respect to the right to receive the Redemption Price (as set forth
      in Section 6 hereunder), each Warrant not exercised on or before the Expiration
      Date shall expire and cease to carry any rights, and all rights thereunder
      and
      all rights in respect thereof under this Agreement shall cease at the close
      of
      business on the Expiration Date. The Company in its sole discretion may extend
      the duration of the Warrants by delaying the Expiration Date; provided,
      however,
      the
      Company will provide notice to registered holders of the Warrants of such
      extension of not less than 20 days and; provided,
      further,
      that
      any such extension shall be identical in duration among all of the
      Warrants.

     

    
      
        
        

      

      
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    3.3 Exercise
      of Warrants.

    


    3.3.1 Payment.
      Subject
      to the provisions of the Warrant and this Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the registered holder
      thereof by surrendering it, at the office of the Warrant Agent, or at the office
      of its successor as Warrant Agent, in the Borough of Manhattan, City and State
      of New York, with the subscription form, as set forth in the Warrant, duly
      executed, and by paying in full, in lawful money of the United States, in cash,
      good certified check or good bank draft payable to the order of the Company
      (or
      as otherwise agreed to by the Company), the Warrant Price for each full Ordinary
      Share as to which the Warrant is exercised and any and all applicable taxes
      due
      in connection with the exercise of the Warrant, the exchange of the Warrant
      for
      the Ordinary Share, and the issuance of the Ordinary Share.

    


    3.3.2 Issuance
      of Certificates.
      As soon
      as practicable after the exercise of any Warrant and the clearance of the funds
      in payment of the Warrant Price, the Company shall issue to the registered
      holder of such Warrant a certificate or certificates for the number of full
      Ordinary Shares to which he is entitled, registered in such name or names as
      may
      be directed by him, her or it, and if such Warrant shall not have been exercised
      in full, a new countersigned Warrant for the number of shares as to which such
      Warrant shall not have been exercised. Subject to Section 7.4 and
      notwithstanding the foregoing, the Company shall not be obligated to deliver
      any
      securities pursuant to the exercise of a Warrant unless (i) a registration
      statement under the Act with respect to the Ordinary Shares issuable upon
      exercise of such Warrant is effective or
      (ii)
      in the opinion of counsel to the Company, the exercise of the Warrants is exempt
      from the registration requirements of the Act and such securities are qualified
      for sale or exempt from qualification under applicable securities laws of the
      states or other jurisdictions in which the registered holders reside.
      Warrants may not be exercised by, or securities issued to, any registered holder
      in any state in which such exercise
      or
      issuance would be unlawful. In the event a registration statement under the
      Act
      with respect to the Ordinary Shares underlying the Warrants is not effective
      or
      a prospectus is not available, or because such exercise would be unlawful with
      respect to a registered holder in any state, the registered holder shall not
      be
      entitled to exercise such Warrants and such Warrants may have no value and
      expire worthless. In no event will the Company be obligated to pay such
      registered holder any cash consideration upon exercise (unless pursuant to
      Section 4.5) or otherwise “net cash settle” the Warrant. In the event that a
      Registration Statement is not effective for the exercised Warrants, the
      purchaser of a Unit containing such Warrants, will have paid the full purchase
      price for the Unit solely for the Ordinary Shares included in such
      Unit.

    


    3.3.3 Valid
      Issuance.
      All
      Ordinary Shares issued upon the proper exercise of a Warrant in conformity
      with
      this Agreement shall be validly issued, fully paid and
      nonassessable.

    


    3.3.4 Date
      of Issuance.
      Each
      person in whose name any such certificate for Ordinary Shares is issued shall
      for all purposes be deemed to have become the holder of record of such shares
      on
      the date on which the Warrant was surrendered and payment of the Warrant Price
      was made, irrespective of the date of delivery of such certificate, except
      that,
      if the date of such surrender and payment is a date when the stock transfer
      books of the Company are closed, such person shall be deemed to have become
      the
      holder of such shares at the close of business on the next succeeding date
      on
      which the stock transfer books are open.

     

    3.3.5 Exercise
      of Private Placement Warrant.
      Notwithstanding anything contained herein to the contrary, the Private Placement
      Warrants may, at any time after the later to occur of (i) a Business
      Combination, or (ii) one year after the effective date of the Registration
      Statement, provided that at the time of exercise they are held by the original
      purchaser thereof or its permitted assigns, be exercised by surrendering such
      Private Placement Warrants for that number of Ordinary Shares equal to the
      quotient obtained by dividing (i) the product of the number of shares of
      Ordinary Shares underlying the Warrant, multiplied by the difference between
      the
      Warrant Price and the FMV (as hereinafter defined) by (ii) the FMV. The
“FMV”
shall
      mean the average reported last sale price of the Ordinary Shares for the 10
      trading days ending on the third business day prior to the date on which notice
      of exercise is received by the Company.

    


    4. ADJUSTMENTS.

    


    4.1 Share
      Dividends - Sub-Division.
      If
      after the date hereof, and subject to the provisions of Section 4.6 below,
      the
      number of outstanding Ordinary Shares is increased by a share dividend payable
      in Ordinary Shares, or by a sub-division of Ordinary Shares, or other similar
      event, then, on the effective date of such share dividend, sub-division or
      similar event, the number of Ordinary Shares issuable on exercise of each
      Warrant shall be increased in proportion to such increase in outstanding
      Ordinary Shares.

     

    
      
        
        

      

      
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    4.2 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 4.6, the number
      of outstanding Ordinary Shares is decreased by a consolidation, combination
      or
      reclassification of Ordinary Shares or other similar event, then, on the
      effective date of such consolidation, combination, reclassification or similar
      event, the number of Ordinary Shares issuable on exercise of each Warrant shall
      be decreased in proportion to such decrease in outstanding Ordinary
      Shares.

    


    4.3 Adjustments
      in Exercise Price.
      Whenever the number of Ordinary Shares purchasable upon the exercise of the
      Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
      Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
      immediately prior to such adjustment by a fraction (i) the numerator of which
      shall be the number of Ordinary Shares purchasable upon the exercise of the
      Warrants immediately prior to such adjustment, and (ii) the denominator of
      which
      shall be the number of Ordinary Shares so purchasable immediately
      thereafter.

    


    4.4 Extraordinary
      Dividends.
      If the
      Company, at any time during the Exercise Period, shall pay a dividend in cash,
      securities or other assets to the holders of Ordinary Shares (or other shares
      of
      the Company’s capital stock into which the Warrants are convertible), other than
      (i) as described in Sections 4.1, 4.2 or 4.5, (ii) in connection with the
      redemption rights of the holders of Ordinary Shares upon consummation of a
      Business Combination, or (iii) in connection with the Company’s liquidation and
      the distribution of its assets upon failure to consummate a Business Combination
      (any such non-excluded event being referred to herein as an “Extraordinary
      Dividend”),
      then
      the Warrant Price shall be decreased, effective immediately after the effective
      date of such Extraordinary Dividend, by the amount of cash and/or the FMV of
      any
      securities or other assets paid on each Ordinary Share in respect of such
      Extraordinary Dividend.

    


    4.5 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding Ordinary Shares
      (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects
      the par value of such Ordinary Shares), or in the case of any consolidation
      of
      the Company with or into another corporation (other than a consolidation in
      which the Company is the continuing corporation and that does not result in
      any
      reclassification or reorganization of the outstanding Ordinary Shares), or
      in
      the case of any sale or conveyance to another corporation or entity of the
      assets or other property of the Company as an entirety or substantially as
      an
      entirety in connection with which the Company is dissolved, the Warrant holders
      shall thereafter have the right to purchase and receive, upon the basis and
      upon
      the terms and conditions specified in the Warrants and in lieu of the Ordinary
      Shares of the Company immediately theretofore purchasable and receivable upon
      the exercise of the rights represented thereby, the kind and amount of shares
      or
      other securities or property (including cash) receivable upon such
      reclassification, reorganization, or consolidation, or upon a dissolution
      following any such sale or transfer, that the Warrant holder would have received
      if such Warrant holder had exercised his, her or its Warrant(s) immediately
      prior to such event, and if any reclassification also results in a change in
      Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall be
      made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The
      provisions of this Section 4.5 shall similarly apply to successive
      reclassifications, reorganizations, or consolidations, sales or other
      transfers.

    


    4.6 Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of shares issuable upon
      exercise of a Warrant, the Company shall give written notice thereof to the
      Warrant Agent, which notice shall state the Warrant Price resulting from such
      adjustment and the increase or decrease, if any, in the number of shares
      purchasable at such price upon the exercise of a Warrant, setting forth in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based. Upon the occurrence of any event specified in Sections
      4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company shall give
      written notice to the Warrant holder, at the last address set forth for such
      holder in the Warrant Register, of the record date or the effective date of
      the
      event. Failure to give such notice, or any defect therein, shall not affect
      the
      legality or validity of such event.

    


    4.7 No
      Fractional Shares.
      Notwithstanding any provision contained in this Agreement to the contrary,
      the
      Company shall not issue fractional shares upon exercise of Warrants. If, by
      reason of any adjustment made pursuant to this Section 4, the holder of any
      Warrant would be entitled, upon the exercise of such Warrant, to receive a
      fractional interest in a share, the Company shall, upon such exercise, round
      up
      to the nearest whole number the number of the Ordinary Shares to be issued
      to
      the Warrant holder.

     

    
      
        
        

      

      
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    4.8 Form
      of Warrant.
      The
      form of Warrant need not be changed because of any adjustment pursuant to this
      Section 4, and Warrants issued after such adjustment may state the same Warrant
      Price and the same number of shares as is stated in the Warrants initially
      issued pursuant to this Agreement. However, the Company may at any time in
      its
      sole discretion make any change in the form of Warrant that the Company may
      deem
      appropriate and that does not affect the substance thereof, and any Warrant
      thereafter issued or countersigned, whether in exchange or substitution for
      an
      outstanding Warrant or otherwise, may be in the form as so changed.

    


    4.9 Notice
      of Certain Transactions.
      In the
      event that the Company shall propose to (i) offer the holders of its Ordinary
      Shares rights to subscribe for or to purchase any securities convertible into
      Ordinary Shares or shares of any class or any other securities, rights or
      options, (ii) issue any rights, options or warrants entitling the holders of
      Ordinary Shares to subscribe for Ordinary Shares or (iii) make a tender offer,
      redemption offer or exchange offer with respect to the Ordinary Shares, the
      Company shall send to the Warrant holders a notice of such proposed action
      or
      offer. Such notice shall be mailed to the registered holders at their addresses
      as they appear in the Warrant Register, which shall specify the record date
      for
      the purposes of such dividend, distribution or rights, or the date such issuance
      or event is to take place and the date of participation therein by the holders
      of Ordinary Shares, if any such date is to be fixed, and shall briefly indicate
      the effect of such action on the Ordinary Shares and on the number and kind
      of
      any other shares of stock and on other property, if any, and the number of
      Ordinary Shares and other property, if any, issuable upon exercise of each
      Warrant and the Warrant Price after giving effect to any adjustment pursuant
      to
      this Article 4 which would be required as a result of such action. Such notice
      shall be given as promptly as practicable after the Company has determined
      to
      take any such action and (x)
      in the
      case of any action covered by clause (i) or (ii) above at least 10 days prior
      to
      the record date for determining the holders of the Ordinary Shares for purposes
      of such action, or (y)
      in the
      case of any other such action at least 20 days prior to the date of the taking
      of such proposed action or the date of participation therein by the holders
      of
      Ordinary Shares, whichever shall be the earlier.

    


    4.10 Other
      Events.
      If any
      event occurs as to which the foregoing provisions of this Article 4 are not
      strictly applicable or, if strictly applicable, would not, in the good faith
      judgment of the Company, fairly and adequately protect the purchase rights
      of
      the registered holders of the Warrants in accordance with the essential intent
      and principles of such provisions, then the Company shall make such adjustments
      in the application of such provisions, in accordance with such essential intent
      and principles, as shall be reasonably necessary, in the good faith opinion
      of
      the Company, to protect such purchase rights as aforesaid.

    


    5. TRANSFER
      AND EXCHANGE OF WARRANTS.

    


    5.1 Transfer
      of Warrants.
      Prior
      to the date the warrants are detached from the Units (the “Detachment
      Date”),
      the
      Public Warrants may be transferred or exchanged only together with the Unit
      in
      which such Warrant is included, and only for the purpose of effecting, or in
      conjunction with, a transfer or exchange of such Unit. Furthermore, each
      transfer of a Unit on the register relating to such Units shall operate also
      to
      transfer the Warrants included in such Unit. From and after the Detachment
      Date,
      this Section 5.1 will have no further force and effect.

    


    5.2 Registration
      of Transfer.
      The
      Warrant Agent shall register the transfer, from time to time, of any outstanding
      Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
      properly endorsed with signatures properly guaranteed and accompanied by
      appropriate instructions for transfer. Upon any such transfer, a new Warrant
      representing an equal aggregate number of Warrants shall be issued and the
      old
      Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
      shall
      be delivered by the Warrant Agent to the Company from time to time upon
      request.

    


    5.3 Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and thereupon the Warrant Agent shall issue
      in
      exchange therefor one or more new Warrants as requested by the registered holder
      of the Warrants so surrendered, representing an equal aggregate number of
      Warrants; provided,
      however,
      that in
      the event that a Warrant surrendered for transfer bears a restrictive legend,
      the Warrant Agent shall not cancel such Warrant and issue new Warrants in
      exchange therefor until the Warrant Agent has received an opinion of counsel
      for
      the Company stating that such transfer may be made and indicating whether the
      new Warrants must also bear a restrictive legend.

     

    
      
        
        

      

      
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    5.4 Fractional
      Warrants.
      The
      Warrant Agent shall not be required to effect any registration of transfer
      or
      exchange which will result in the issuance of a warrant certificate for a
      fraction of a warrant.

    


    5.5 Service
      Charges.
      No
      service charge shall be made for any exchange or registration of transfer of
      Warrants.

    


    5.6 Warrant
      Execution and Countersignature.
      The
      Warrant Agent is hereby authorized to countersign and to deliver, in accordance
      with the terms of this Agreement, the Warrants required to be issued pursuant
      to
      the provisions of this Section 5, and the Company, whenever required by the
      Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
      behalf of the Company for such purpose.

    


    5.7. Private
      Placement Warrants.
      Notwithstanding anything herein to the contrary, the Warrant Agent shall not
      register for transfer any Existing Shareholders’ Warrants or Private Placement
      Warrants until: (i) with respect to the Existing Shareholders’ Warrants, the
      earlier of: (a) one year after a Business Combination, or (b) 30 months from
      the
      date of the final prospectus(or 36 months if the period to consummate a Business
      Combination is extended by the Company’s shareholders), and (ii) with respect to
      the Private Placement Warrants, upon the consummation of a Business Combination,
      except for transfers (v)
      to the
      Company or any of the Company’s officers, directors and employees, or any
      affiliate or family member of such individuals, (w)
      by gift
      to an affiliate or a member of the holder’s immediate family or to a trust or
      other entity, the beneficiary of which is one of its officers or directors
      or a
      member of their respective immediate families, (x)
      by
      virtue of the laws of decent and distribution upon death of any holder,
      (y)
      pursuant to a qualified domestic relations order, or (z)
      with
      respect to limited liability companies and partnerships to their respective
      members or partners; provided,
      however,
      that
      the permissive transfers set forth above may be implemented only upon the
      respective transferee’s written agreement with the Company to be bound by the
      terms and conditions of such transfer restrictions.

    


    6 REDEMPTION.

    


    6.1 Redemption.
      Subject
      to Sections 6.4 and 6.5 hereof, not less than all of the outstanding Warrants
      may be redeemed, at the option of the Company, at any time after they become
      exercisable and prior to their expiration, at the office of the Warrant Agent,
      upon the notice referred to in Section 6.2., at the price of $.01 per Warrant
      (“Redemption
      Price”),
      provided,
      however,
      that
      the last sale price of the Ordinary Shares has been at least $10.00 per share,
      on each of twenty 20 trading days within any thirty 30 trading day period ending
      on the third business day prior to the date on which notice of redemption is
      given.
      Notwithstanding the foregoing, the Warrants and the Ordinary Shares underlying
      the Warrants must be covered by an effective registration statement from the
      date on which notice of redemption is given through the date fixed for
      redemption in order for the Company to exercise its redemption rights pursuant
      to this Section 6. The provisions of this Section 6.1 may not be modified,
      amended or deleted without the prior written consent of the
      Underwriters.

    


    6.2 Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the Warrants, the Company shall
      fix a date for the redemption. Notice of redemption shall be mailed by first
      class mail, postage prepaid, by the Company not less than 30 days prior to
      the
      date fixed for redemption to the registered holders of the Warrants to be
      redeemed at their last addresses as they shall appear on the registration books.
      Any notice mailed in the manner herein provided shall be conclusively presumed
      to have been duly given whether or not the registered holder received such
      notice.

    


    6.3 Exercise
      After Notice of Redemption.
      The
      Warrants may be exercised in accordance with Section 3 of this Agreement at
      any
      time after notice of redemption shall have been given by the Company pursuant
      to
      Section 6.2 hereof and prior to the time and date fixed for redemption. On
      and
      after the redemption date, the record holder of the Warrants shall have no
      further rights except to receive, upon surrender of the Warrants, the Redemption
      Price.

     

    6.4 Outstanding
      Warrants Only.
      The
      Company understands that the redemption rights provided for by this Section
      6
      apply only to outstanding Warrants. To the extent a person holds rights to
      purchase Warrants, such purchase rights shall not be extinguished by redemption.
      However, once such purchase rights are exercised, the Company may redeem the
      Warrants issued upon such exercise provided that the criteria for redemption
      are
      met. The provisions of this Section 6.4 may not be modified, amended or deleted
      without the prior written consent of the Underwriters.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    6.5 Exclusions.
      The
      Company understands that the redemption rights provided for by this Section
      6 do
      not apply to the Private Placement Warrants and the Existing Shareholder
      Warrants; provided,
      however,
      that at
      the time of redemption, such Warrants continue to be held by the initial
      purchasers thereof, or their permitted assigns (as described in the Securities
      Escrow Agreement entered into by the holders of Private Placement Warrants
      on
      the date hereof).

    


    7. OTHER
      PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.

    


    7.1 No
      Rights as Shareholder.
      A
      Warrant does not entitle the registered holder thereof to any of the rights
      of a
      shareholder of the Company, including, without limitation, the right to receive
      dividends, or other distributions, exercise any preemptive rights to vote or
      to
      consent or to receive notice as shareholders in respect of the meetings of
      shareholders or the election of directors of the Company or any other
      matter.

    


    7.2 Lost,
      Stolen, Mutilated, or Destroyed Warrants.
      If any
      Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
      Agent may on such terms as to indemnity or otherwise as they may in their
      discretion impose (which shall, in the case of a mutilated Warrant, include
      the
      surrender thereof), issue a new Warrant of like denomination, tenor, and date
      as
      the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
      shall
      constitute a substitute contractual obligation of the Company, whether or not
      the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
      time
      enforceable by anyone.

    


    7.3 Reservation
      of Ordinary Shares.
      The
      Company shall at all times reserve and keep available a number of its authorized
      but unissued Ordinary Shares that will be sufficient to permit the exercise
      in
      full of all outstanding Warrants issued pursuant to this Agreement.

    


    7.4 Registration
      of Ordinary Shares.
      The
      Company agrees that prior to the commencement of the Exercise Period, it shall
      file with the Securities and Exchange Commission a post-effective amendment
      to
      the Registration Statement, or a new registration statement, for the
      registration, under the Act, of, and it shall take such action as is necessary
      to qualify for sale, in those states in which the Warrants were initially
      offered by the Company, the Ordinary Shares issuable upon exercise of the
      Warrants. In either case, the Company will use its best efforts to cause the
      same to become effective to maintain the effectiveness of such registration
      statement until the expiration of the Warrants in accordance with the provisions
      of this Agreement. The
      Warrants shall not be exercisable and the Company shall not be obligated to
      issue Ordinary Shares unless, at the time a holder seeks to exercise warrants,
      a
      prospectus related to the Ordinary Shares issuable upon exercise of the Warrants
      is current and the Ordinary Shares have been registered or qualified or deemed
      to be exempt under the laws of the state of residence of the holder of the
      Warrants. In addition, the Company agrees to use its reasonable efforts to
      register such securities under the blue sky laws of the states of residence
      of
      the exercising warrant holders to the extent an exemption is not available.
      In
      no
      event will the registered holder of a Warrant be entitled to receive a net-cash
      settlement in lieu of physical settlement in Ordinary Shares, regardless of
      whether the Company complies with this Section 7.4. The provisions of this
      Section 7.4 may not be modified, amended or deleted without the prior written
      consent of the Underwriters.

    


    8. CONCERNING
      THE WARRANT AGENT AND OTHER MATTERS.

    


    8.1 Payment
      of Taxes.
      The
      Company will from time to time promptly pay all taxes and charges that may
      be
      imposed upon the Company or the Warrant Agent in respect of the issuance or
      delivery of Ordinary Shares upon the exercise of Warrants, but the Company
      shall
      not be obligated to pay any transfer taxes in respect of the Warrants or such
      shares.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    8.2 Resignation
      or Consolidation of Warrant Agent.

    


    8.2.1 Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      sixty 60 days’ notice in writing to the Company. If the office of the Warrant
      Agent becomes vacant by resignation or incapacity to act or otherwise, the
      Company shall appoint in writing a successor Warrant Agent in place of the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of 30 days after it has been notified in writing of such resignation
      or
      incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
      with
      such notice, submit his Warrant for inspection by the Company), then the holder
      of any Warrant may apply to the Supreme Court of the State of New York for
      the
      County of New York for the appointment of a successor Warrant Agent at the
      Company’s cost. Any successor Warrant Agent, whether appointed by the Company or
      by such court, shall be a corporation organized and existing under the laws
      of
      the State of New York, in good standing and having its principal office in
      the
      Borough of Manhattan, City and State of New York, and authorized under such
      laws
      to exercise corporate trust powers and subject to supervision or examination
      by
      federal or state authority. After appointment, any successor Warrant Agent
      shall
      be vested with all the authority, powers, rights, immunities, duties, and
      obligations of its predecessor Warrant Agent with like effect as if originally
      named as Warrant Agent hereunder, without any further act or deed; but if for
      any reason it becomes necessary or appropriate, the predecessor Warrant Agent
      shall execute and deliver, at the expense of the Company, an instrument
      transferring to such successor Warrant Agent all the authority, powers, and
      rights of such predecessor Warrant Agent hereunder; and upon request of any
      successor Warrant Agent the Company shall make, execute, acknowledge, and
      deliver any and all instruments in writing for more fully and effectually
      vesting in and confirming to such successor Warrant Agent all such authority,
      powers, rights, immunities, duties, and obligations.

    


    8.2.2 Notice
      of Successor Warrant Agent.
      In the
      event a successor Warrant Agent shall be appointed, the Company shall give
      notice thereof to the predecessor Warrant Agent and the transfer agent for
      the
      Ordinary Shares not later than the effective date of any such
      appointment.

    


    8.2.3 Merger
      or Consolidation of Warrant Agent.
      Any
      corporation into which the Warrant Agent may be merged or with which it may
      be
      consolidated or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party shall be the successor Warrant Agent
      under this Agreement without any further act.

    


    8.3 Fees
      and Expenses of Warrant Agent.

    


    8.3.1 Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
      for all expenditures that the Warrant Agent may reasonably incur in the
      execution of its duties hereunder.

    


    8.3.2 Further
      Assurances.
      The
      Company agrees to perform, execute, acknowledge, and deliver or cause to be
      performed, executed, acknowledged, and delivered all such further and other
      acts, instruments, and assurances as may reasonably be required by the Warrant
      Agent for the carrying out or performing of the provisions of this
      Agreement.

    


    8.4 Liability
      of Warrant Agent.

    


    8.4.1 Reliance
      on Company Statement.
      Whenever in the performance of its duties under this Agreement, the Warrant
      Agent shall deem it necessary or desirable that any fact or matter be proved
      or
      established by the Company prior to taking or suffering any action hereunder,
      such fact or matter (unless other evidence in respect thereof be herein
      specifically prescribed) may be deemed to be conclusively proved and established
      by a statement signed by the Chief Executive Officer or Chairman of the board
      of
      directors of the Company and delivered to the Warrant Agent. The Warrant Agent
      may rely upon such statement for any action taken or suffered in good faith
      by
      it pursuant to the provisions of this Agreement.

    


    8.4.2 Indemnity.
      The
      Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Agreement except as a result of the Warrant Agent’s
      negligence, willful misconduct, or bad faith.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    8.4.3 Exclusions.
      The
      Warrant Agent shall have no responsibility with respect to the validity of
      this
      Agreement or with respect to the validity or execution of any Warrant (except
      its countersignature thereof); nor shall it be responsible for any breach by
      the
      Company of any covenant or condition contained in this Agreement or in any
      Warrant; nor shall it be responsible to make any adjustments required under
      the
      provisions of Section 4 hereof or responsible for the manner, method, or amount
      of any such adjustment or the ascertaining of the existence of facts that would
      require any such adjustment; nor shall it by any act hereunder be deemed to
      make
      any representation or warranty as to the authorization or reservation of any
      Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as
      to
      whether any Ordinary Shares will when issued be valid and fully paid and
      nonassessable.

    


    8.5 Acceptance
      of Agency.
      The
      Warrant Agent hereby accepts the agency established by this Agreement and agrees
      to perform the same upon the terms and conditions herein set forth and among
      other things, shall account promptly to the Company with respect to Warrants
      exercised and concurrently account for, and pay to the Company, all moneys
      received by the Warrant Agent for the purchase of shares of the Company’s
      Ordinary Shares through the exercise of Warrants. 

     

    8.6 Waiver.
      The
      Warrant Agent hereby waives any and all right, title, interest or claim of
      any
      kind (“Claim”)
      in or
      to any distribution of the Trust Account (as defined in that certain Investment
      Management Trust Agreement, dated as of the date hereof, by and between the
      Company and the Warrant Agent as trustee thereunder), and hereby agrees not
      to
      seek recourse, reimbursement, payment or satisfaction for any Claim against
      the
      Trust Account for any reason whatsoever.

    


    9. MISCELLANEOUS
      PROVISIONS.

    


    9.1 Successors.
      All the
      covenants and provisions of this Agreement by or for the benefit of the Company
      or the Warrant Agent shall bind and inure to the benefit of their respective
      successors and assigns.

    


    9.2 Notices.
      Any
      notice, statement or demand authorized by this Agreement to be given or made
      by
      the Warrant Agent or by the holder of any Warrant to or on the Company shall
      be
      sufficiently given when so delivered if by hand or overnight delivery or if
      sent
      by certified mail or private courier service within five days after deposit
      of
      such notice, postage prepaid, addressed (until another address is filed in
      writing by the Company with the Warrant Agent), as follows:

    


    Chardan
      China 2008 Acquisition Corp.

    c/o
      Chardan Capital, LLC

    Suite
      18E, Tower A

    Oriental
      Kenzo Plaza

    48
      Dongzhimenwai Street

    Beijing,
      100027, China

    Fax
      No.:
      86-10-84477246

    Attn:
      Xiaosong Zhong, Chief Financial Officer

    


    Any
      notice, statement or demand authorized by this Agreement to be given or made
      by
      the holder of any Warrant or by the Company to or on the Warrant Agent shall
      be
      sufficiently given when so delivered if by hand or overnight delivery or if
      sent
      by certified mail or private courier service within five days after deposit
      of
      such notice, postage prepaid, addressed (until another address is filed in
      writing by the Warrant Agent with the Company), as follows:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Fax
      No.:
      (212) 509-5150

    Attn.:
      Steven Nelson & Frank Di Paolo

    


    with
      a
      copy in each case to:

    


    Richardson
      & Patel LLP

    405
      Lexington Avenue, 26th Floor

    New
      York,
      New York 10174

    Fax
      No.:
      (212) 907-6687

    Attn.:
      Jody R. Samuels, Esq.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    and

    


    Brean
      Murray, Carret & Co., LLC

    570
      Lexington Avenue

    New
      York,
      New York 10022

    Fax
      No.:
      (212) 702-6649

    Attn.:
      William McClusky

    


    and

    


    Maxim
      Group LLC

    405
      Lexington Avenue, 2nd Floor

    New
      York,
      New York 10174

    Fax
      No.:
      (212) 895-3555

    Attn.:
      Clifford Teller

    


    and

    


    Roth
      Capital Partners, LLC

    24
      Corporate Plaza

    Newport
      Beach, California 92660

    Fax
      No.:
      (949) 720-7215

    Attn.:
      Renny Chavanikamannil

    


    and

    


    Ellenoff
      Grossman & Schole LLP

    150
      East
      42nd Street, 11th Floor

    New
      York,
      New York 10017

    Fax
      No.:
      (212) 370-7889

    Attn.:
      Lawrence A. Rosenbloom, Esq. 

    


    9.3 Applicable
      Law.
      The
      validity, interpretation, and performance of this Agreement and of the Warrants
      shall be governed in all respects by the laws of the State of New York, without
      giving effect to conflict of laws. The Company 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.
      The Company hereby waives any objection to such exclusive jurisdiction and
      that
      such courts represent an inconvenient forum. Any such process or summons to
      be
      served upon the Company may be served by transmitting a copy thereof by
      registered or certified mail, return receipt requested, postage prepaid,
      addressed to it at the address set forth in Section 9.2 hereof. Such mailing
      shall be deemed personal service and shall be legal and binding upon the Company
      in any action, proceeding or claim.

    


    9.4 Persons
      Having Rights under this Agreement.
      Nothing
      in this Agreement expressed and nothing that may be implied from any of the
      provisions hereof is intended, or shall be construed, to confer upon, or give
      to, any person or corporation other than the parties hereto and the registered
      holders of the Warrants and, for the purposes of Sections 6.1, 6.4, 7.4, 9.2
      and
      9.8 hereof, the Underwriters, any right, remedy, or claim under or by reason
      of
      this Agreement or of any covenant, condition, stipulation, promise, or agreement
      hereof. The Underwriters shall be deemed to be a third-party beneficiary of
      this
      Agreement with respect to Sections 6.1, 6.4, 7.4 9.2 and 9.8 hereof. All
      covenants, conditions, stipulations, promises, and agreements contained in
      this
      Agreement shall be for the sole and exclusive benefit of the parties hereto
      (and
      the Underwriters with respect to the Sections 6.1, 6.4, 7.4 9.2 and 9.8 hereof)
      and their successors and assigns and of the registered holders of the
      Warrants.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    9.5 Examination
      of the Agreement.
      A copy
      of this Agreement shall be available at all reasonable times at the office
      of
      the Warrant Agent in the Borough of Manhattan, City and State of New York,
      for
      inspection by the registered holder of any Warrant. The Warrant Agent may
      require any such holder to submit his Warrant for inspection by it.

    


    9.6 Counterparts.
      This
      Agreement may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

    


    9.7 Effect
      of Headings.
      The
      Section headings herein are for convenience only and are not part of this
      Agreement and shall not affect the interpretation thereof.

     

    9.8 Amendments.

    


    9.8.1 Modification
      Without Consent of the Registered Holders.
      This
      Agreement and any Warrant certificate may be amended by the parties hereto
      by
      executing a supplemental warrant agreement (a “Supplemental
      Agreement”),
      without the consent of any of the registered holders, for the purpose of (i)
      curing any ambiguity, or curing, correcting or supplementing any defective
      provision contained herein, or making any other provisions with respect to
      matters or questions arising under this agreement that is not inconsistent
      with
      the provisions of this agreement or the Warrant certificates, (ii) evidencing
      the succession of another corporation to the Company and the assumption by
      any
      such successor of the covenants of the Company contained in this Agreement
      and
      the Warrants, (iii) evidencing and providing for the acceptance of appointment
      by a successor Warrant Agent with respect to the Warrants, (iv) adding to the
      covenants of the Company for the benefit of the registered holders or
      surrendering any right or power conferred upon the Company under this Agreement,
      or (viii) amending this agreement and the Warrants in any manner that the
      Company may deem to be necessary or desirable and that will not adversely affect
      the interests of the registered holders in any material respect.

    


    9.8.2 Modification
      Requiring Consent of the Registered Holders.
      The
      Company and the Warrant Agent may amend this Warrant Agreement and the Warrants
      by executing a Supplemental Agreement with the consent of the registered holders
      of not fewer than a majority of the unexercised Warrants affected by such
      amendment, for the purpose of adding any provisions to or changing in any manner
      or eliminating any of the provisions of this Agreement or of modifying in any
      manner the rights of the registered holders under this Warrant Agreement;
provided,
      however,
      that,
      without the consent of each of the registered holders affected thereby, no
      such
      amendment may be made that (i) changes the Warrants so as to reduce the number
      of Ordinary Shares purchasable upon exercise of the Warrants or so as to
      increase the Exercise Price (other than as provided by Section 4), (ii) shortens
      the period of time during which the Warrants may be exercised, (iii) otherwise
      adversely affects the exercise rights of the registered holders in any material
      respect, or (iv) reduces the number of unexercised Warrants the registered
      holders of which must consent for amendment of this Agreement or the Warrants.
      Notwithstanding anything contained herein to the contrary, Section 9 may be
      amended only by the parties hereto with the consent of the
      Underwriters.

    


    9.8.3 Third
      Party Beneficiary.
      The
      parties hereto acknowledge that the Underwriters shall be an intended third
      party beneficiary of this Agreement and shall have the right to enforce this
      Agreement as if the Underwriters are a party to this Agreement.

    


    9.9 Severability.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible and be
      valid
      and enforceable.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      this
      Warrant Agreement has been duly executed by the parties hereto as of the day
      and
      year first above written.

    


    
      	
              CHARDAN
                2008 CHINA ACQUISITION CORP.

            
	 	 
	 	 
	
              By:

            	 
	 	
              Name:
                Kerry Propper

            
	 	
              Title:
                Chief Executive Officer and
                Director

            


    

    


    


    
      	
              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY

            
	 	 
	 	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:
                

            


    

     

    
      
        
        

      

      
        12