0001144204-15-003068 Sample Contracts

ESCROW DEPOSIT AGREEMENT
Escrow Deposit Agreement • January 21st, 2015 • Tantech Holdings LTD • Industrial organic chemicals • New York

This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 20th day of January, 2015, by and among Tantech Holding Ltd., a People’s Republic of China limited liability company (the “Company”), having an address at 10 Cen Shan Road, Shuige Industrial Zone, Lishui City, Zhejiang, China, ViewTrade Securities, Inc., a corporation (the “Placement Agent”), having an address at Newport Office Tower, 525 Washington Boulevard #24C, Jersey City, NJ 07310, and Signature Bank (the “Escrow Agent”), a New York State chartered bank, having an office at 565 Fifth Avenue, 12th floor, New York, NY 10017. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Registration Statement on Form F-1, as filed with the Securities and Exchange Commission on September 16, 2014 and amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Registration Statement”).

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PLACEMENT AGREEMENT
Placement Agreement • January 21st, 2015 • Tantech Holdings LTD • Industrial organic chemicals

The undersigned, Tantech Holdings, Ltd., a British Virgin Islands company (the “Company”), and certain stockholders of the Company (the “Selling Stockholders”) named in Schedule 1 attached hereto, hereby confirms the agreement with ViewTrade Securities, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Placement Agent”) as follows:

ESCROW AGREEMENT
Escrow Agreement • January 21st, 2015 • Tantech Holdings LTD • Industrial organic chemicals • New York

This ESCROW AGREEMENT (this “Agreement”) dated as of January 21, 2015 is entered into by and among Tantech Holdings Ltd. (the “Company”), Tanbsok Group Ltd. (the “Selling Shareholder”), ViewTrade Securities, Inc. (the “Placement Agent”), and _______________ (the “Escrow Agent”).

Translation of Employment Agreement for Ningfang Liang
Translation of Employment Agreement • January 21st, 2015 • Tantech Holdings LTD • Industrial organic chemicals

Terms: As part-time Chief Financial Officer, Mr. Liang will be responsible for preparing the Company’s financial statement as of December 31, 2012 based on US GAAP before any private financing is in place as well as helping with the US auditing for the Company’s last three fiscal years. He shall also be responsible for the quarterly financial report as of March 31 of 2013 and help the Company to complete a US auditing review. He shall be responsible for preparing the quarterly and yearly reports as well as drafting the Management Discussion and Analysis section in any F-1/S-1 registration statement and responsible for answering the questions and comments related to the registration statement from Securities and Exchange Commission. He shall be responsible for answering questions from investors and investment banks; conducting a roadshow on behalf of the Company; after the listing of securities, and with the consent from both parties, Mr. Liang shall be named the full time CFO and will

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