ShengdaTech, Inc. Sample Contracts

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Zeolite Exploration Co • November 16th, 2006 • Mining & quarrying of nonmetallic minerals (no fuels)
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SHENGDATECH, INC. and , As Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated As Of
Common Stock Warrant Agreement • June 15th, 2010 • ShengdaTech, Inc. • Miscellaneous chemical products • New York

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”).

Exhibit 10.43 Employment Agreement of the General Manager Party A: Shandong Bangsheng Chemical Co., Ltd
Zeolite Exploration Co • November 16th, 2006 • Mining & quarrying of nonmetallic minerals (no fuels)
●] Shares ShengdaTech, Inc. Common Stock, $0.00001 Par Value Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • November 8th, 2010 • ShengdaTech, Inc. • Miscellaneous chemical products • New York

The undersigned understands that you propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ShengdaTech, Inc., a Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including you (the “Underwriters”), of [●] shares (the “Shares”) of the common stock, $0.00001 par value per share of the Company (the “Common Stock”).

REGISTRATION RIGHTS AGREEMENT dated as of May 28, 2008 between SHENGDATECH, INC. and OPPENHEIMER & CO. INC. as representative of the Initial Purchasers
Registration Rights Agreement • June 3rd, 2008 • ShengdaTech, Inc. • Miscellaneous chemical products • New York

REGISTRATION RIGHTS AGREEMENT (“Agreement”) dated as of May 28, 2008 between ShengdaTech, Inc., a Nevada corporation (the “Company”), and Oppenheimer & Co. Inc., as representative of the several initial purchasers listed on Schedule I (the “Initial Purchasers”) to the Purchase Agreement dated as of May 22, 2008 (the “Purchase Agreement”) with the Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

SHENGDATECH, INC., Issuer AND [Trustee], Trustee
ShengdaTech, Inc. • June 15th, 2010 • Miscellaneous chemical products • New York

Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

SHENGDATECH, INC. and , As Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated As Of
Warrant Agreement • June 15th, 2010 • ShengdaTech, Inc. • Miscellaneous chemical products • New York
LIQUIDATING TRUST AGREEMENT
Liquidating Trust Agreement • October 17th, 2012 • ShengdaTech, Inc. • Miscellaneous chemical products

This Liquidating Trust Agreement (this “Agreement”) dated as of October 17, 2012, by and between ShengdaTech, Inc. (the “Debtor”), the debtor and debtor in possession in the Chapter 11 case pending in the United States Bankruptcy Court for the District of Nevada, Case No. 11-52649 (BTB) (the “Chapter 11 Case”) and Michael Kang, not individually, but solely in his capacity as liquidating trustee (together with any successor appointed pursuant to the terms hereof, the “Liquidating Trustee”). The Debtor and the Liquidating Trustee are referred to herein collectively as the “Parties” and individually as a “Party”. All capitalized terms used herein shall have those meanings set forth in Article I of this Agreement and, if not defined in Article I of this Agreement, the Plan.

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 6th, 2001 • Zeolite Exploration Co

Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing ________________ shares of Common Stock of Zeolite Exploration Company (the "Company") at a price of $0.10 per Share (the "Subscription Price")

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FORM LOCK UP AGREEMENT
Lock Up Agreement • June 3rd, 2008 • ShengdaTech, Inc. • Miscellaneous chemical products
Project Investment Contract
ShengdaTech, Inc. • September 3rd, 2009 • Miscellaneous chemical products

In order to promote the sound development of the regional economy, and protect the rights and interests of the investors and the public interests, based on the principle of good faith cooperation, equality and mutual benefit, common development, through friendly negotiation, the local government of Hanshan County, Anhui Province, PRC (“Party A” hereafter) and Faith Bloom Limited (“Party B” hereafter) enter into this Contract and act in accordance with this Contract.

ShengdaTech, Inc. PURCHASE AGREEMENT
Purchase Agreement • December 10th, 2010 • ShengdaTech, Inc. • Miscellaneous chemical products • New York

ShengdaTech, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to Morgan Stanley & Co. Incorporated and the other initial purchasers named on Schedule I to this Agreement (the “Initial Purchasers”), for whom Morgan Stanley & Co. Incorporated is acting as Representative (the “Representative”), $130,000,000 in aggregate principal amount of 6.5% Senior Convertible Notes due 2015 (the “Notes”), subject to the terms and conditions set forth herein.

ShengdaTech, Inc. 6.00% Senior Convertible Notes due 2018 PURCHASE AGREEMENT
Purchase Agreement • June 3rd, 2008 • ShengdaTech, Inc. • Miscellaneous chemical products • New York
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