0001144204-12-056116 Sample Contracts

Offset Agreement
Offset Agreement • October 15th, 2012 • China Environmental Protection Inc. • Miscellaneous food preparations & kindred products

This Offset Agreement (this “Agreement”) is made and entered into as of July 1, 2011, by and between Jiangsu Zhenyu Environmental Protection Technology Co. Ltd. (“Zhenyu”) and Yixing Dragon Path Environment Technology Limited (“YDP”) in Yixing City, Jiangsu Province, China. In this Agreement, Zhenyu and YDP are each referred to as a “Party” and collectively as the “Parties.”

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TERMINATION AGREEMENT ONEQUITY PLEDGE AGREEMENT
Termination Agreement Onequity Pledge Agreement • October 15th, 2012 • China Environmental Protection Inc. • Miscellaneous food preparations & kindred products

THIS TERMINATION AGREEMENT ONEQUITY PLEDGE AGREEMENT (this “Termination Agreement”) is made and entered into as of the 1st day of July, 2011, by and among Yixing Dragon Path Environment Technology Limited (“Pledgee”), Jiangsu Zhenyu Environmental Protection Technology Co. Ltd. (“Party B” or the “Company”), and each of the shareholders of Party B listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”).The Pledge, Party B, and the Pledgorsare each referred to in this Termination Agreement as a “Party” and collectively as the “Parties.”Capitalized terms used but not defined herein shall have the meanings set forth in that certain Equity Pledge Agreement (defined in the Recitals below).

TERMINATION AGREEMENT ONCONSULTING SERVICES AGREEMENT
Termination Agreement Onconsulting Services Agreement • October 15th, 2012 • China Environmental Protection Inc. • Miscellaneous food preparations & kindred products

THIS TERMINATION AGREEMENT ONCONSULTING SERVICES AGREEMENT (this “Termination Agreement”) is made and entered into as of the 1st day of July, 2011, by and betweenYixing Dragon Path Environment Technology Limited (“Party A”)and Jiangsu Zhenyu Environmental Protection Technology Co. Ltd. (“Party B”). Party Aand Party B are each referred to in this Termination Agreement as a “Party” and collectively as the “Parties”.Capitalized terms used but not defined herein shall have the meanings set forth in that certain Consulting Services Agreement (defined in the Recitals below).

TERMINATION AGREEMENT ONOPTION AGREEMENT
Termination Agreement Onoption Agreement • October 15th, 2012 • China Environmental Protection Inc. • Miscellaneous food preparations & kindred products

THIS TERMINATION AGREEMENT ONOPTION AGREEMENT (this “Termination Agreement”) is made and entered into as of the 1st day of July, 2011, by and among Yixing Dragon Path Environment Technology Limited (“Party A”), and Jiangsu Zhenyu Environmental Protection Technology Co. Ltd. (“Party B”), and shareholders holding 100% outstanding shares of Party B (the “Shareholders of Party B” or “Party C”). Party A, Party B and the Shareholders of Party B are each referred to in this Termination Agreement as a “Party” and collectively as the “Parties”.Capitalized terms used but not defined herein shall have the meanings set forth in that certain Option Agreement (defined in the Recitals below).

Agreement on Transfer of the Share in 5 Patents
Agreement • October 15th, 2012 • China Environmental Protection Inc. • Miscellaneous food preparations & kindred products
Agreement on Assignment of 75% Shareholder’s Rights in Jiangsu Jinyu Environmental Engineering Co., Ltd.
China Environmental Protection Inc. • October 15th, 2012 • Miscellaneous food preparations & kindred products
TERMINATION AGREEMENT ONOPERATING AGREEMENT
Termination Agreement Onoperating Agreement • October 15th, 2012 • China Environmental Protection Inc. • Miscellaneous food preparations & kindred products

THIS TERMINATION AGREEMENT ONOPERATING AGREEMENT (this “Termination Agreement”) is made and entered into as of the 1st day of July, 2011, by and amongYixing Dragon Path Environment Technology Limited (“Party A”), Jiangsu Zhenyu Environmental Protection Technology Co. Ltd. (“Party B”), and shareholders holding 100% outstanding shares of Party B (the “Shareholders of Party B” or “Party C”). Party A, Party B, and Party Care each referred to in this Termination Agreement as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings set forth in that certain Operating Agreement (defined in the Recitals below).

Equity Transfer Agreement regarding Jiangsu Jinyu Environmental Engineering Co., Ltd
Transfer Agreement • October 15th, 2012 • China Environmental Protection Inc. • Miscellaneous food preparations & kindred products

As a result of friendly negotiation, Party A, Party B and Party C have entered into the agreement with respect to transfer of certain equity in Jiangsu Jinyu Environmental Engineering Co., Ltd (the “Company”) from Party A to Party B. It reads as follows:

TERMINATION AGREEMENT ONVOTING RIGHTS PROXY AGREEMENT
Termination Agreement Onvoting Rights Proxy Agreement • October 15th, 2012 • China Environmental Protection Inc. • Miscellaneous food preparations & kindred products

THIS TERMINATION AGREEMENT ONVOTING RIGHTS PROXY AGREEMENT (this “Termination Agreement”) is made and entered into as of the 1st day of July, 2011, by and among Yixing Dragon Path Environment Technology Limited (“Party A”), and Jiangsu Zhenyu Environmental Protection Technology Co. Ltd. (“Party B”), and shareholders holding 100% outstanding shares of Party B (the “Shareholders of Party B” or “Party C”). Party A, Party B and the Shareholders are each referred to in this Termination Agreement as a “Party” and collectively as the “Parties”.Capitalized terms used but not defined herein shall have the meanings set forth in that certain Voting Rights Proxy Agreement (defined in the Recitals below).

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