Tri-Tech Holding, Inc. Sample Contracts

2,142,750 ORDINARY SHARES TRI-TECH HOLDING INC. UNDERWRITING AGREEMENT April 14, 2010
Underwriting Agreement • April 20th, 2010 • Tri-Tech Holding, Inc. • Services-engineering services • New York
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TRI-TECH HOLDING INC. (a Cayman Islands exempted company) Minimum Offering: 1,166,667 Ordinary Shares Maximum Offering: 1,700,000 Ordinary Shares ($ per share) PLACEMENT AGREEMENT
Placement Agreement • April 3rd, 2009 • Tri-Tech Holding, Inc. • Virginia

The undersigned, Tri-Tech Holding Inc., a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with you as follows:

TRI-TECH HOLDING INC. WARRANT AGREEMENT
Warrant Agreement • April 3rd, 2009 • Tri-Tech Holding, Inc. • Virginia
EXCLUSIVE TECHNICAL AND CONSULTING SERVICE AGREEMENT
Exclusive Technical and Consulting Service Agreement • March 29th, 2011 • Tri-Tech Holding, Inc. • Services-engineering services

This Exclusive Technical and Consulting Service Agreement (the “Agreement”) is made and entered into effective as of May 18, 2010 in Beijing by and between the following parties:

EQUITY INTEREST PLEDGE AGREEMENT
Equity Interest Pledge Agreement • March 29th, 2011 • Tri-Tech Holding, Inc. • Services-engineering services

This Equity Interest Pledge Agreement (the “Agreement”) is entered into by and between the following parties effective as of May 18, 2010 in Beijing.

EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT
Exclusive Equity Interest Purchase Agreement • March 29th, 2011 • Tri-Tech Holding, Inc. • Services-engineering services

This Exclusive Equity Interest Purchase Agreement (the “Agreement”) is entered into by and among the following parties effective as of May 18, 2010 in Beijing.

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 • March 26th, 2010 • Tri-Tech Holding, Inc. • Services-engineering services • Delaware

This WARRANT (this “Warrant”) of Tri-Tech Holding Inc., a company 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, by and between the Company and Newbridge Securities Corp., the representative of the Underwriters (the “Representative”) relating to a firm commitment public offering (the “Offering”) of _______ ordinary shares, $0.001 par value (the “Ordinary Shares”), of the Company.

Lock-Up Agreement
Lock-Up Agreement • February 22nd, 2010 • Tri-Tech Holding, Inc. • Services-engineering services • New York
MANAGEMENT FEE PAYMENT AGREEMENT
Management Fee Payment Agreement • April 3rd, 2009 • Tri-Tech Holding, Inc.

This Management Fee Payment Agreement (the “Agreement”) is entered into effective as of November 28, 2008 between the following parties in Beijing, People’s Republic of China (the “PRC”).

CONSOLIDATION AGREEMENT
Consolidation Agreement • July 29th, 2010 • Tri-Tech Holding, Inc. • Services-engineering services

THIS CONSOLIDATION AGREEMENT (this “Agreement”) is entered into as of July 26, 2010, in Beijing, People’s Republic of China (“PRC”), by and between

OPERATING AGREEMENT
Operating Agreement • July 9th, 2009 • Tri-Tech Holding, Inc. • Services-engineering services
PROXY AGREEMENT
Proxy Agreement • April 3rd, 2009 • Tri-Tech Holding, Inc.

This Proxy Agreement (the “Agreement”) is entered into effective as of November 28, 2008 between the following parties in Beijing, People’s Republic of China (the “PRC”).

Translation of Executive Employment Agreement
Translation of Executive Employment Agreement • June 8th, 2009 • Tri-Tech Holding, Inc. • Services-engineering services

This Contract is signed on a mutually voluntary basis by and between the Employer and Employee in accordance with the Labor Law of the PRC.

OPERATING AGREEMENT
Operating Agreement • July 9th, 2009 • Tri-Tech Holding, Inc. • Services-engineering services
MANAGEMENT FEE PAYMENT AGREEMENT
Management Fee Payment Agreement • April 3rd, 2009 • Tri-Tech Holding, Inc.

This Management Fee Payment Agreement (the “Agreement”) is entered into effective as of November 28, 2008 between the following parties in Beijing, People’s Republic of China (the “PRC”).

MANAGEMENT FEE PAYMENT AGREEMENT
Management Fee Payment Agreement • March 29th, 2011 • Tri-Tech Holding, Inc. • Services-engineering services

This Management Fee Payment Agreement (the “Agreement”) is entered into effective as of May 18, 2010 between the following parties in Beijing.

OPERATING AGREEMENT
Operating Agreement • March 29th, 2011 • Tri-Tech Holding, Inc. • Services-engineering services

This Operating Agreement (the “Agreement”) is entered into by and among the following parties effective as of May 18, 2010 in Beijing.

PROXY AGREEMENT
Proxy Agreement • March 29th, 2011 • Tri-Tech Holding, Inc. • Services-engineering services

WHEREAS, Party C and Party B, have entered into an Exclusive Technical and Consulting Service Agreement and other agreements. In order to perform the above agreements, Party A is willing to entrust the person designated by Party B (the “Proxy”) with its shareholder’s rights in Party C under PRC laws.

EQUITY INTEREST PLEDGE AGREEMENT
Equity Interest Pledge Agreement • April 3rd, 2009 • Tri-Tech Holding, Inc.

This Equity Interest Pledge Agreement (the “Agreement”) is entered into by and between the following Parties effective as of November 28, 2008.

LOCK-UP AGREEMENT
Lock-Up Agreement • April 3rd, 2009 • Tri-Tech Holding, Inc.
PROXY AGREEMENT
Proxy Agreement • April 3rd, 2009 • Tri-Tech Holding, Inc.

This Proxy Agreement (the “Agreement”) is entered into effective as of November 28, 2008 between the following parties in Beijing, People’s Republic of China (the “PRC”).

MANAGEMENT FEE PAYMENT AGREEMENT
Management Fee Payment Agreement • June 8th, 2009 • Tri-Tech Holding, Inc. • Services-engineering services

This Management Fee Payment Agreement (the “Agreement”) is entered into effective as of November 28, 2008 between the following parties in Beijing, People’s Republic of China (the “PRC”).

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EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT
Exclusive Equity Interest Purchase Agreement • April 3rd, 2009 • Tri-Tech Holding, Inc.

This Exclusive Equity Interest Purchase Agreement (the “Agreement”) is entered into by and among the following parties effective as of November 28, 2008.

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