0001193125-11-080197 Sample Contracts

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:

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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.

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.

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