0001144204-09-052236 Sample Contracts

4,000,000 Shares ZHONGPIN INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 9th, 2009 • Zhongpin Inc. • Meat packing plants • New York

Zhongpin Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to the terms of this underwriting agreement (the “Agreement”). The Company has also granted to the several Underwriters an option to purchase up to 600,000 shares of Common Stock (the “Option Shares”) on the terms and for the purposes set forth in Section 3 hereof. The Firm Shares and any Option Shares purchased pursuant to this Agreement are herein collectively called the “Shares.”

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