Unassociated Document


     

    
      NEITHER
        THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
        HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
        SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
        ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
        COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
        SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
        BY SUCH SECURITIES. 

      


      


      


      ZHONGPIN
        INC.

      


      


      WARRANT

      


       

      

        
          	
                  Warrant
                    No. [   ]

                	
                  Original
                    Issue Date: October __, 2007

                


        

         

      

      Zhongpin
        Inc., a Delaware corporation (the "Company"),
        hereby
        certifies that, as partial compensation for placement agent services,
        ____________ or its registered assigns (the "Holder"),
        is
        entitled to purchase from the Company up to a total of __________ shares
        of
        Common Stock (each such share, a "Warrant
        Share"
        and all
        such shares, the "Warrant
        Shares"),
        at any
        time and from time to time from and after the Original Issue Date and through
        and including October __, 2012 (the "Expiration
        Date"),
        and
        subject to the following terms and conditions:

      


      1. Definitions.
        As used
        in this Warrant, the following terms shall have the respective definitions
        set
        forth in this Section 1. 

      


      "Affiliate"
        means
        any Person that, directly or indirectly through one or more intermediaries,
        controls or is controlled by or is under common control with a Person, as
        such
        terms are used in and construed under Rule 144.

      


      "Business
        Day"
        means
        any day except Saturday, Sunday and any day which is a federal legal holiday
        or
        a day on which banking institutions in the State of New York or the PRC are
        authorized or required by law or other governmental action to
        close.

      


      "Common
        Stock"
        means
        the common stock, par value $0.001 per share, of the Company and any securities
        into which such common stock may hereafter be reclassified.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      "Exchange
        Act"
        means
        the Securities Exchange Act of 1934, as amended. 

      


      "Exercise
        Price" means
        $[
        ], subject to adjustment in accordance with Section 9.

      


      "Fundamental
        Transaction"
        means
        any of the following: (1) the Company effects any merger or consolidation
        of the
        Company with or into another Person, (2) the Company effects any sale of
        all or
        substantially all of its assets in one or a series of related transactions,
        (3)
        any tender offer or exchange offer (whether by the Company or another Person)
        is
        completed pursuant to which holders of Common Stock are permitted to tender
        or
        exchange their shares for other securities, cash or property, or (4) the
        Company
        effects any reclassification of the Common Stock or any compulsory share
        exchange pursuant to which the Common Stock is effectively converted into
        or
        exchanged for other securities, cash or property.

      


      “New
        York Courts”
        means
        the state and federal courts sitting in the City of New York, Borough of
        Manhattan.

      


      “Original
        Issue Date”
        means
        the Original Issue Date first set forth on the first page of this
        Warrant.

      


      "Person"
        means an
        individual or corporation, partnership, trust, incorporated or unincorporated
        association, joint venture, limited liability company, joint stock company,
        government (or an agency or subdivision thereof) or other entity of any
        kind.

      


      "Rule
        144"
        means
        Rule 144 promulgated by the Securities and Exchange Commission pursuant to
        the
        Securities Act, as such Rule may be amended from time to time, or any similar
        rule or regulation hereafter adopted by the Securities and Exchange Commission
        having substantially the same effect as such Rule.

      


      "Securities
        Act"
        means
        the Securities Act of 1933, as amended.

      


      “Subsidiary”
        means
        any “significant subsidiary” as defined in Rule 1-02(w) of the Regulation S-X
        promulgated by the Securities and Exchange Commission under the Exchange
        Act.

      


      "Trading
        Day"
        means
        (i) a day on which the Common Stock is traded on a Trading Market (other
        than
        the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading
        Market (other than the OTC Bulletin Board), a day on which the Common Stock
        is
        traded in the over-the-counter market, as reported by the OTC Bulletin Board,
        or
        (iii) if the Common Stock is not quoted on any Trading Market, a day on which
        the Common Stock is quoted in the over-the-counter market as reported by
        the
        Pink Sheets, LLC (or any similar organization or agency succeeding to its
        functions of reporting prices); provided, that in the event that the Common
        Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof,
        then
        Trading Day shall mean a Business Day.

      


      "Trading
        Market"
        means
        whichever of the New York Stock Exchange, the American Stock Exchange, the
        NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital
        Market
        or the OTC Bulletin Board on which the Common Stock is listed or quoted for
        trading on the date in question.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      "Warrant
        Shares" means
        the
        shares of Common Stock issuable upon exercise of this Warrant.

      


      2. Registration
        of Warrant.
        The
        Company shall register this Warrant upon records to be maintained by the
        Company
        for that purpose (the "Warrant
        Register"),
        in the
        name of the record Holder hereof from time to time. The Company may deem
        and
        treat the registered Holder of this Warrant as the absolute owner hereof
        for the
        purpose of any exercise hereof or any distribution to the Holder, and for
        all
        other purposes, absent actual notice to the contrary.

      


      3. Registration
        of Transfers.
        The
        Company shall register the transfer of any portion of this Warrant in the
        Warrant Register, upon surrender of this Warrant, with the Form of Assignment
        attached hereto duly completed and signed, to the Company at its address
        specified herein. Upon any such registration or transfer, a new Warrant to
        purchase Common Stock, in substantially the form of this Warrant (any such
        new
        Warrant, a "New
        Warrant"),
        evidencing the portion of this Warrant so transferred shall be issued to
        the
        transferee and a New Warrant evidencing the remaining portion of this Warrant
        not so transferred, if any, shall be issued to the transferring Holder. The
        acceptance of the New Warrant by the transferee thereof shall be deemed the
        acceptance by such transferee of all of the rights and obligations of a holder
        of a Warrant. Notwithstanding the foregoing, the Company may require prior
        to
        registering any transfer of a Warrant an opinion of counsel reasonably
        satisfactory to the Company that such transfer complies with the provisions
        of
        the Act, and the rules and regulations thereunder.

      


      4. Exercise
        and Duration of Warrants.
        This
        Warrant shall be exercisable by the registered Holder at any time and from
        time
        to time on or after the Original Issue Date through and including the Expiration
        Date. At 6:30 p.m., New York City time on the Expiration Date, the portion
        of
        this Warrant not exercised prior thereto shall be and become void and of
        no
        value. The Company may not call or redeem any portion of this Warrant without
        the prior written consent of the affected Holder. 

      


      5. Delivery
        of Warrant Shares.

      


      (a) To
        effect
        exercises hereunder, the Holder shall not be required to physically surrender
        this Warrant unless the aggregate Warrant Shares represented by this Warrant
        is
        being exercised. Upon delivery of the Exercise Notice (in the form attached
        hereto) to the Company (with the attached Warrant Shares Exercise Log) at
        its
        address for notice set forth herein and upon payment of the Exercise Price
        multiplied by the number of Warrant Shares that the Holder intends to purchase
        hereunder, the Company shall promptly (but in no event later than three Trading
        Days after the Date of Exercise (as defined herein)) issue and deliver to
        the
        Holde a certificate for the Warrant Shares issuable upon such exercise. The
        Company shall, upon request of the Holder and subsequent to the date on which
        a
        registration statement covering the resale of the Warrant Shares has been
        declared effective by the Securities and Exchange Commission, use its reasonable
        best efforts to deliver Warrant Shares hereunder electronically through the
        Depository Trust Corporation or another established clearing corporation
        performing similar functions, if available, provided,
        that,
        the Company may, but will not be required to, change its transfer agent if
        its
        current transfer agent cannot deliver Warrant Shares electronically through
        the
        Depository Trust Corporation. A "Date
        of Exercise"
        means
        the date on which the Holder shall have delivered to the Company: (i) the
        Exercise Notice (with the Warrant Exercise Log attached to it), appropriately
        completed and duly signed and (ii) if such Holder is not utilizing the cashless
        exercise provisions set forth in this Warrant, payment of the Exercise Price
        for
        the number of Warrant Shares so indicated by the Holder to be
        purchased.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      (b) If
        by the
        third Trading Day after a Date of Exercise the Company fails to deliver the
        required number of Warrant Shares in the manner required pursuant to Section
        5(a), then the Holder will have the right to rescind such exercise.

      


      (c) If
        by the
        third Trading Day after a Date of Exercise the Company fails to deliver the
        required number of Warrant Shares in the manner required pursuant to Section
        5(a), and if after such third Trading Day and prior to the receipt of such
        Warrant Shares, the Holder purchases (in an open market transaction or
        otherwise) shares of Common Stock to deliver in satisfaction of a sale by
        the
        Holder of the Warrant Shares which the Holder anticipated receiving upon
        such
        exercise (a "Buy-In"),
        then
        the Company shall (1) pay in cash to the Holder the amount by which (x) the
        Holder's total purchase price (including brokerage commissions, if any) for
        the
        shares of Common Stock so purchased exceeds (y) the amount obtained by
        multiplying (A) the number of Warrant Shares that the Company was required
        to
        deliver to the Holder in connection with the exercise at issue by (B) the
        closing bid price of the Common Stock on the Date of Exercise and (2) at
        the
        option of the Holder, either reinstate the portion of the Warrant and equivalent
        number of Warrant Shares for which such exercise was not honored or deliver
        to
        the Holder the number of shares of Common Stock that would have been issued
        had
        the Company timely complied with its exercise and delivery obligations
        hereunder. The Holder shall provide the Company written notice indicating
        the
        amounts payable to the Holder in respect of the Buy-In. 

      


      (d) The
        Company's obligations to issue and deliver Warrant Shares in accordance with
        the
        terms hereof are absolute and unconditional, irrespective of any action or
        inaction by the Holder to enforce the same, any waiver or consent with respect
        to any provision hereof, the recovery of any judgment against any Person
        or any
        action to enforce the same, or any setoff, counterclaim, recoupment, limitation
        or termination, or any breach or alleged breach by the Holder or any other
        Person of any obligation to the Company or any violation or alleged violation
        of
        law by the Holder or any other Person, and irrespective of any other
        circumstance which might otherwise limit such obligation of the Company to
        the
        Holder in connection with the issuance of Warrant Shares. Nothing herein
        shall
        limit a Holder's right to pursue any other remedies available to it hereunder,
        at law or in equity, including, without limitation, a decree of specific
        performance and/or injunctive relief with respect to the Company's failure
        to
        timely deliver certificates representing Warrant Shares upon exercise of
        the
        Warrant as required pursuant to the terms hereof.

      


      6. Charges,
        Taxes and Expenses.
        Issuance and delivery of Warrant Shares upon exercise of this Warrant shall
        be
        made without charge to the Holder for any issue or transfer tax, withholding
        tax, transfer agent fee or other incidental tax or expense in respect of
        the
        issuance of such certificates, all of which taxes and expenses shall be paid
        by
        the Company; provided, however, that the Company shall not be required to
        pay
        any tax which may be payable in respect of any transfer involved in the
        registration of any certificates for Warrant Shares or Warrants in a name
        other
        than that of the Holder. The Holder shall be responsible for all other tax
        liability that may arise as a result of holding or transferring this Warrant
        or
        receiving Warrant Shares upon exercise hereof.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      7. Replacement
        of Warrant.
        If this
        Warrant is mutilated, lost, stolen or destroyed, the Company shall issue
        or
        cause to be issued in exchange and substitution for and upon cancellation
        hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
        only
        upon receipt of evidence reasonably satisfactory to the Company of such loss,
        theft or destruction and customary and reasonable indemnity (which shall
        not
        include a surety bond), if requested. Applicants for a New Warrant under
        such
        circumstances shall also comply with such other reasonable regulations and
        procedures and pay such other reasonable third-party costs as the Company
        may
        prescribe. If a New Warrant is requested as a result of a mutilation of this
        Warrant, then the Holder shall deliver such mutilated Warrant to the Company
        as
        a condition precedent to the Company’s obligation to issue the New
        Warrant.

      


      8. Reservation
        of Warrant Shares.
        The
        Company covenants that it will at all times reserve and keep available out
        of
        the aggregate of its authorized but unissued and otherwise unreserved Common
        Stock, solely for the purpose of enabling it to issue Warrant Shares upon
        exercise of this Warrant as herein provided, the number of Warrant Shares
        which
        are then issuable and deliverable upon the exercise of this entire Warrant,
        free
        from preemptive rights or any other contingent purchase rights of Persons
        other
        than the Holder (taking into account the adjustments and restrictions of
        Section
        9). The Company covenants that all Warrant Shares so issuable and deliverable
        shall, upon issuance and the payment of the applicable Exercise Price in
        accordance with the terms hereof, be duly and validly authorized, issued
        and
        fully paid and nonassessable.

      


      9. Certain
        Adjustments.
        The
        Exercise Price and number of Warrant Shares issuable upon exercise of this
        Warrant are subject to adjustment from time to time as set forth in this
        Section
        9.

      


      (a) Stock
        Dividends and Splits.
        If the
        Company, at any time while this Warrant is outstanding, (i) pays a stock
        dividend on its Common Stock or otherwise makes a distribution on any class
        of
        capital stock that is payable in shares of Common Stock, (ii) subdivides
        outstanding shares of Common Stock into a larger number of shares, or (iii)
        combines outstanding shares of Common Stock into a smaller number of shares,
        then in each such case the Exercise Price shall be multiplied by a fraction
        of
        which the numerator shall be the number of shares of Common Stock outstanding
        immediately before such event and of which the denominator shall be the number
        of shares of Common Stock outstanding immediately after such event. Any
        adjustment made pursuant to clause (i) of this paragraph shall become effective
        immediately after the record date for the determination of stockholders entitled
        to receive such dividend or distribution, and any adjustment pursuant to
        clause
        (ii) or (iii) of this paragraph shall become effective immediately after
        the
        effective date of such subdivision or combination.

      


      (b) Fundamental
        Transactions.
        If, at
        any time while this Warrant is outstanding there is a Fundamental Transaction,
        then the Holder shall have the right thereafter to receive, upon exercise
        of
        this Warrant, the same amount and kind of securities, cash or property as
        it
        would have been entitled to receive upon the occurrence of such Fundamental
        Transaction if it had been, immediately prior to such Fundamental Transaction,
        the holder of the number of Warrant Shares then issuable upon exercise in
        full
        of this Warrant (the "Alternate
        Consideration").
        For
        purposes of any such exercise, the determination of the Exercise Price shall
        be
        appropriately adjusted to apply to such Alternate Consideration based on
        the
        amount of Alternate Consideration issuable in respect of one share of Common
        Stock in such Fundamental Transaction, and the Company shall apportion the
        Exercise Price among the Alternate Consideration in a reasonable manner
        reflecting the relative value of any different components of the Alternate
        Consideration. If holders of Common Stock are given any choice as to the
        securities, cash or property to be received in a Fundamental Transaction,
        then
        the Holder shall be given the same choice as to the Alternate Consideration
        it
        receives upon any exercise of this Warrant following such Fundamental
        Transaction. At the Holder's option and request, any successor to the Company
        or
        surviving entity in such Fundamental Transaction shall issue to the Holder
        a new
        warrant substantially in the form of this Warrant and consistent with the
        foregoing provisions and evidencing the Holder's right to purchase the Alternate
        Consideration for the aggregate Exercise Price upon exercise thereof. The
        terms
        of any agreement pursuant to which a Fundamental Transaction is effected
        shall
        include terms requiring any such successor or surviving entity to comply
        with
        the provisions of this paragraph (b) and insuring that the Warrant (or any
        such
        replacement security) will be similarly adjusted upon any subsequent transaction
        analogous to a Fundamental Transaction. 

       

      
        
          
          

        

        
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      (c) Number
        of Warrant Shares.
        Simultaneously with any adjustment to the Exercise Price pursuant to this
        Section 9 the number of Warrant Shares that may be purchased upon exercise
        of
        this Warrant shall be increased or decreased proportionately, so that after
        such
        adjustment the aggregate Exercise Price payable hereunder for the adjusted
        number of Warrant Shares shall be the same as the aggregate Exercise Price
        in
        effect immediately prior to such adjustment.

      


      (d) Calculations.
        All
        calculations under this Section 9 shall be made to the nearest cent or the
        nearest 1/100th
        of a
        share, as applicable. The number of shares of Common Stock outstanding at
        any
        given time shall not include shares owned or held by or for the account of
        the
        Company, and the disposition of any such shares shall be considered an issue
        or
        sale of Common Stock.

      


      (e) Notice
        of Adjustments.
        Upon
        the occurrence of each adjustment pursuant to this Section 9, the Company
        at its
        expense will promptly compute such adjustment in accordance with the terms
        of
        this Warrant and prepare a certificate setting forth such adjustment, including
        a statement of the adjusted Exercise Price and adjusted number or type of
        Warrant Shares or other securities issuable upon exercise of this Warrant
        (as
        applicable), describing the transactions giving rise to such adjustments
        and
        showing in detail the facts upon which such adjustment is based. Upon written
        request, the Company will promptly deliver a copy of each such certificate
        to
        the Holder and to the Company's Transfer Agent.

      


      (f) Notice
        of Corporate Events.
        If the
        Company (i) declares a dividend or any other distribution of cash, securities
        or
        other property in respect of its Common Stock, including without limitation
        any
        granting of rights or warrants to subscribe for or purchase any capital stock
        of
        the Company or any Subsidiary, (ii) authorizes or approves, enters into any
        agreement contemplating or solicits stockholder approval for any Fundamental
        Transaction or (iii) authorizes the voluntary dissolution, liquidation or
        winding up of the affairs of the Company, then the Company shall deliver
        to the
        Holder a notice describing the material terms and conditions of such transaction
        (but only to the extent such disclosure would not result in the dissemination
        of
        material, non-public information to the Holder) at least 10 calendar days
        prior
        to the applicable record or effective date on which a Person would need to
        hold
        Common Stock in order to participate in or vote with respect to such
        transaction, and the Company will take all steps reasonably necessary in
        order
        to insure that the Holder is given the practical opportunity to exercise
        this
        Warrant prior to such time so as to participate in or vote with respect to
        such
        transaction; provided, however, that the failure to deliver such notice or
        any
        defect therein shall not affect the validity of the corporate action required
        to
        be described in such notice.

       

      
        
          
          

        

        
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      10. Payment
        of Exercise Price.
        The
        Holder may pay the Exercise Price in one of the following manners:

      


      (a) Cash
        Exercise.
        The
        Holder may deliver immediately available funds; or

      


      (b) Cashless
        Exercise.
        The
        Holder may notify the Company in an Exercise Notice of its election to utilize
        cashless exercise, in which event the Company shall issue to the Holder the
        number of Warrant Shares determined as follows:

      


      X
        = Y
        [(A-B)/A]

      


      where:

      


      X
        = the
        number of Warrant Shares to be issued to the Holder.

      


      Y
        = the
        number of Warrant Shares with respect to which this Warrant is being
        exercised.

      


      A
        = the
        average of the closing prices for the five Trading Days immediately prior
        to
        (but not including) the Date of Exercise.

      


      B
        = the
        Exercise Price.

      


      For
        purposes of Rule 144 promulgated under the Securities Act, it is intended,
        understood and acknowledged that the Warrant Shares issued in a cashless
        exercise transaction shall be deemed to have been acquired by the Holder,
        and
        the holding period for the Warrant Shares shall be deemed to have commenced,
        on
        the date this Warrant was originally issued.

      


      11. Limitations
        on Exercise.
        Notwithstanding anything to the contrary contained herein, the number of
        Warrant
        Shares that may be acquired by the Holder upon any exercise of this Warrant
        (or
        otherwise in respect hereof) shall be limited to the extent necessary to
        insure
        that, following such exercise (or other issuance), the total number of shares
        of
        Common Stock then beneficially owned by such Holder and its Affiliates and
        any
        other Persons whose beneficial ownership of Common Stock would be aggregated
        with the Holder's for purposes of Section 13(d) of the Exchange Act, does
        not
        exceed 9.99% of the total number of issued and outstanding shares of Common
        Stock (including for such purpose the shares of Common Stock issuable upon
        such
        exercise). For such purposes, beneficial ownership shall be determined in
        accordance with Section 13(d) of the Exchange Act and the rules and regulations
        promulgated thereunder. This provision shall not restrict the number of shares
        of Common Stock which a Holder may receive or beneficially own in order to
        determine the amount of securities or other consideration that such Holder
        may
        receive in the event of a Fundamental Transaction as contemplated in Section
        9
        of this Warrant. This restriction may not be waived. Notwithstanding anything
        to
        the contrary contained in this Warrant, (a) no term of this Section may be
        waived by any party, nor amended such that the threshold percentage of ownership
        would be directly or indirectly increased, (b) this restriction runs with
        the
        Warrant and may not be modified or waived by any subsequent holder hereof
        and
        (c) any attempted waiver, modification or amendment of this Section will
        be
void ab initio.

       

      
        
          
          

        

        
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      12. No
        Fractional Shares.
        No
        fractional shares of Warrant Shares will be issued in connection with any
        exercise of this Warrant. In lieu of any fractional shares which would,
        otherwise be issuable, the Company shall pay cash equal to the product of
        such
        fraction multiplied by the closing price of one Warrant Share as reported
        by the
        applicable Trading Market on the date of exercise.

      


      13. Notices.
        Any and
        all notices or other communications or deliveries hereunder (including, without
        limitation, any Exercise Notice) shall be in writing and shall be deemed
        given
        and effective on the earliest of (i) the date of transmission, if such notice
        or
        communication is delivered via facsimile at the facsimile number specified
        in
        this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (ii)
        the
        next Trading Day after the date of transmission, if such notice or communication
        is delivered via facsimile at the facsimile number specified in this Section
        on
        a day that is not a Trading Day or later than 6:30 p.m. (New York City time)
        on
        any Trading Day, (iii) the Trading Day following the date of mailing, if
        sent by
        nationally recognized overnight courier service, or (iv) upon actual receipt
        by
        the party to whom such notice is required to be given. The addresses for
        such
        communications shall be: (i) if to the Company, to 21 Changshe Road, Changge
        City, Henan Province, People’s Republic of China 461500, Attn: Chief Executive
        Officer, or to facsimile no.: (86)
        010-82862870
        (or such
        other address as the Company shall indicate in writing in accordance with
        this
        Section), or (ii) if to the Holder, to the address or facsimile number appearing
        on the Warrant Register or such other address or facsimile number as the
        Holder
        may provide to the Company in accordance with this Section.

      


      14. Warrant
        Agent.
        The
        Company shall serve as warrant agent under this Warrant. Upon 10 days' notice
        to
        the Holder, the Company may appoint a new warrant agent. Any corporation
        into
        which the Company or any new warrant agent may be merged or any corporation
        resulting from any consolidation to which the Company or any new warrant
        agent
        shall be a party or any corporation to which the Company or any new warrant
        agent transfers substantially all of its corporate trust or shareholders
        services business shall be a successor warrant agent under this Warrant without
        any further act. Any such successor warrant agent shall promptly cause notice
        of
        its succession as warrant agent to be mailed (by first class mail, postage
        prepaid) to the Holder at the Holder's last address as shown on the Warrant
        Register.

      


      15. Miscellaneous.

      


      (a) This
        Warrant shall be binding on and inure to the benefit of the parties hereto
        and
        their respective successors and assigns. Subject to the preceding sentence,
        nothing in this Warrant shall be construed to give to any Person other than
        the
        Company and the Holder any legal or equitable right, remedy or cause of action
        under this Warrant. This Warrant may be amended only in writing signed by
        the
        Company and the Holder and their successors and assigns. The foregoing sentence
        shall be subject to the restrictions on waivers and amendments set forth
        in
        Section 11 of this Warrant.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      (b) All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant shall be governed by and construed and enforced in accordance
        with the internal laws of the State of New York, without regard to the
        principles of conflicts of law thereof. Each party agrees that all legal
        proceedings concerning the interpretations, enforcement and defense of this
        Warrant and the transactions herein contemplated (“Proceedings”)
        (whether brought against a party hereto or its respective Affiliates, employees
        or agents) shall be commenced exclusively in the New York Courts. Each party
        hereto hereby irrevocably submits to the exclusive jurisdiction of the New
        York
        Courts for the adjudication of any dispute hereunder or in connection herewith
        or with any transaction contemplated hereby or discussed herein, and hereby
        irrevocably waives, and agrees not to assert in any Proceeding, any claim
        that
        it is not personally subject to the jurisdiction of any New York Court, or
        that
        such Proceeding has been commenced in an improper or inconvenient forum.
        Each
        party hereto hereby irrevocably waives personal service of process and consents
        to process being served in any such Proceeding by mailing a copy thereof
        via
        registered or certified mail or overnight delivery (with evidence of delivery)
        to such party at the address in effect for notices to it under this Warrant
        and
        agrees that such service shall constitute good and sufficient service of
        process
        and notice thereof. Nothing contained herein shall be deemed to limit in
        any way
        any right to serve process in any manner permitted by law. Each party hereto
        hereby irrevocably waives, to the fullest extent permitted by applicable
        law,
        any and all right to trial by jury in any legal proceeding arising out of
        or
        relating to this Warrant or the transactions contemplated hereby. If either
        party shall commence a Proceeding to enforce any provisions of this Warrant,
        then the prevailing party in such Proceeding shall be reimbursed by the other
        party for its attorney’s fees and other costs and expenses incurred with the
        investigation, preparation and prosecution of such Proceeding.

      


      (c) The
        headings herein are for convenience only, do not constitute a part of this
        Warrant and shall not be deemed to limit or affect any of the provisions
        hereof.

      


      (d) In
        case
        any one or more of the provisions of this Warrant shall be invalid or
        unenforceable in any respect, the validity and enforceability of the remaining
        terms and provisions of this Warrant shall not in any way be affected or
        impaired thereby and the parties will attempt in good faith to agree upon
        a
        valid and enforceable provision which shall be a commercially reasonable
        substitute therefor, and upon so agreeing, shall incorporate such substitute
        provision in this Warrant.

      


      (e) Prior
        to
        exercise of this Warrant, the Holder hereof shall not, by reason of being
        a
        Holder, be entitled to any rights of a stockholder with respect to the Warrant
        Shares.

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK,

      SIGNATURE
        PAGE FOLLOWS]

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
        by its
        authorized officer as of the date first indicated above.

       

      
        	 	 	 
	 	ZHONGPIN
                INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

              
	 	Title:


      

      
 

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

      


      EXERCISE
        NOTICE

      ZHONGPIN
        INC.

      WARRANT
        DATED OCTOBER __, 2007

      


      


      


      


      The
        undersigned Holder hereby irrevocably elects to purchase _____________ shares
        of
        Common Stock pursuant to the above referenced Warrant. Capitalized terms
        used
        herein and not otherwise defined have the respective meanings set forth in
        the
        Warrant.

      


      
        	
                (1)

              	
                The
                  undersigned Holder hereby exercises its right to purchase
                  _________________ Warrant Shares pursuant to the
                  Warrant.

              


      

      


      
        	
                (2)

              	
                The
                  Holder intends that payment of the Exercise Price shall be made
                  as (check
                  one):

              


      

      


      
        
          	 	
                  ____“Cash
                    Exercise” under Section 10

                  


                  ____“Cashless
                    Exercise” under Section 10

                


        

      

       

      
        	
                (3)

              	
                If
                  the holder has elected a Cash Exercise, the holder shall pay the
                  sum of
                  $____________ to the Company in accordance with the terms of the
                  Warrant.

              


      

      


      
        	
                (4)

              	
                Pursuant
                  to this Exercise Notice, the Company shall deliver to the holder
                  _______________ Warrant Shares in accordance with the terms of
                  the
                  Warrant.

              


      

      


      
        	
                (5)

              	
                By
                  its delivery of this Exercise Notice, the undersigned represents
                  and
                  warrants to the Company that in giving effect to the exercise evidenced
                  hereby the Holder will not beneficially own in excess of the number
                  of
                  shares of Common Stock (determined in accordance with Section 13(d)
                  of the
                  Securities Exchange Act of 1934) permitted to be owned under Section
                  11 of
                  this Warrant to which this notice
                  relates.

              


      

      
 

      
        
          	
                  Dated:
                    __________________, _____ 

                	 	Name
                  of Holder:
	 	 	 	 
	 	 	
                  (Print)

                	  

	 	 	 	 
	 	 	
                  By:

                	  

	 	 	
                  Name:

                	  

	 	 	
                  Title:

                	  

	 	 	 	 
	 	 	 	
                  (Signature
                    must conform in all respects to name of holder as specified on
                    the face of
                    the Warrant)

                


        

      

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      Warrant
        Shares Exercise Log

       

       

      
        	
                Date

              	
                Number
                  of Warrant 

                Shares
                  Available to be 

                Exercised

              	
                Number
                  of Warrant Shares 

                Exercised

              	
                Number
                  of 

                Warrant
                  Shares 

                Remaining
                  to 

                be
                  Exercised

              
	 	
                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	 	 


      

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

      


      ZHONGPIN
        INC.

      WARRANT
        DATED OCTOBER __, 2007

      WARRANT
        NO. [   ]

      


      


      FORM
        OF
        ASSIGNMENT

      


      


      [To
        be
        completed and signed only upon transfer of Warrant]

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto
        ________________________________ the right represented by the above-captioned
        Warrant to purchase ____________ shares of Common Stock to which such Warrant
        relates and appoints ________________ attorney to transfer said right on
        the
        books of the Company with full power of substitution in the
        premises.

      


      Dated: _______________,
        ____

      


      


      
        	 	
                
                  

                

                (Signature
                  must conform in all respects to name of 

                holder
                  as specified on the face of the Warrant)

                


                


                
                  

                

                Address
                  of Transferee

                


                


                
                  

                

                 

                
                  

                

              


      

      


      


      In
        the
        presence of:

      


      


      
        
 

      


      
        
          
          

        

        
          -13-