0001193125-09-072559 Sample Contracts

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:

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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 • April 3rd, 2009 • Tri-Tech Holding, Inc.

This Exclusive Technical and Consulting Service Agreement (the “Agreement”) is made and entered into effective as of November 28, 2008 by and between the following parties:

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.

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.

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”).

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 • 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”).

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”).

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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