0001144204-10-065777 Sample Contracts

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.

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