0001144204-10-054096 Sample Contracts

●] ORDINARY SHARES LIZHAN ENVIRONMENTAL CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • October 15th, 2010 • Lizhan Environmental Corp • Textile mill products • New York

This letter agreement (this “Agreement”) relates to the initial public offering (the “Offering”) by Lizhan Environmental Corporation, a Cayman Islands limited liability company (the “Company”), of ordinary shares, par value $ 0.02 per share (the “Ordinary Shares”). The Offering shall be governed by that certain Underwriting Agreement to be dated as of the effective date of the Offering (the “Underwriting Agreement”), by and between the Company and Maxim Group LLC (the “Representative”), as representative of the several underwriters named therein.

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Advance Sales Contract
Sales Contract • October 15th, 2010 • Lizhan Environmental Corp • Textile mill products

In accordance with Contract Law of the People’s Republic of China and relevant regulations, after consultations, Party A and Party B have agreed to sell and buy the following goods according to the following provisions:

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...
Warrant Agreement • October 15th, 2010 • Lizhan Environmental Corp • Textile mill products

This REPRESENTATIVE’S WARRANT (this “Warrant”) of Lizhan Environmental Corporation, a corporation duly organized and validly existing under the laws of the Cayman Islands (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of [ ], 2010 (the “Underwriting Agreement”), by and between the Company and Maxim Group, LLC, as the representative of the underwriters named therein (the “Representative”) relating to a firm commitment public offering (the “Offering”) of [ ] ordinary shares, $0.32 par value per share, of the Company (the “Ordinary Shares”) underwritten by the Representative and the underwriters named in the Underwriting Agreement.

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