0001193125-09-231825 Sample Contracts

DEHAIER MEDICAL SYSTEMS LIMITED (a British Virgin Islands company) Minimum Offering: 1,250,000 Common Shares Maximum Offering: 1,500,000 Common Shares ($_____ per share) PLACEMENT AGREEMENT
Placement Agreement • November 12th, 2009 • Dehaier Medical Systems LTD • Virginia

The undersigned, Dehaier Medical Systems Limited, a British Virgin Islands company (the “Company”), hereby confirms its agreement with you as follows:

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DEHAIER MEDICAL SYSTEMS LIMITED WARRANT AGREEMENT
Warrant Agreement • November 12th, 2009 • Dehaier Medical Systems LTD • Virginia

Dehaier Medical Systems Limited, a British Virgin Islands company (the “Company”), agrees to issue and sell to you a warrant (the “Warrant”) to purchase the number of common shares of the Company set forth herein, subject to the terms and conditions contained herein.

Labor Contract
Labor Contract • November 12th, 2009 • Dehaier Medical Systems LTD

hereby execute this Contract in accordance with the applicable provisions of “The Labor Law of the People’s Republic of China” and other laws and regulations on the basis of equality, voluntariness and consensus.

LOCK-UP AGREEMENT
Lock-Up Agreement • November 12th, 2009 • Dehaier Medical Systems LTD

The undersigned understands that Anderson & Strudwick, Incorporated (the “Placement Agent”), proposes to enter into a Placement Agreement with Dehaier Medical Systems Limited (the “Company”), providing for the public offering (the “Offering”), by the Placement Agent of a minimum of 1,250,000 common shares and a maximum of 1,500,000 common shares (the “Shares”).

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