Darling International Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • January 28th, 2011 • Darling International Inc • Fats & oils • New York
Darling International Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 24,193,548 shares of common stock, par value $0.01 per share (“Stock”) of the Company. The stockholders of the Company named in Schedule II(a) hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to 3,629,032 shares of Stock. The aggregate of 24,193,548 shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of 3,629,032 additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
