4,000,000 SHARES OF COMMON STOCK CHINA FOR-GEN CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2011 • China for-Gen Corp. • Forestry • New York
China For-Gen Corp., a Delaware corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of 4,000,000 shares of common stock, $0.001 par value (the “Common Stock”) of the Company (the “Firm Shares”). In addition, the Company proposes to sell to the Underwriters, upon the terms and conditions set forth herein, Option Shares (as hereinafter defined). The Firm Shares and Option Shares are more fully described in the Registration Statement and Prospectus referred to below.
