BTHC Viii Inc Sample Contracts

ARTICLE I MERGER
Agreement and Plan of Merger • September 21st, 2006 • BTHC Viii
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 28th, 2009 • BTHC Viii Inc • Blank checks • Nevada

This Indemnification Agreement (this “Agreement”), dated as of the 25th day of September 2009 is made by and between THT HEAT TRANSFER TECHNOLOGY, INC., a Nevada corporation (the “Company”), and To Tsang, an independent director of the Company (the “Indemnitee”).

SHARE EXCHANGE AGREEMENT BY AND AMONG BTHC VIII, INC., SINO-AMERICA VENTURES, INC. AND ITS SHAREHOLDERS
Share Exchange Agreement • February 20th, 2009 • BTHC Viii Inc • Blank checks • Nevada

This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of February 12, 2009, is by and among BTHC VIII, Inc., a Delaware corporation, (the “Parent”), Sino- America Ventures, Inc., a Delaware corporation (the “Company”), and the Shareholders of the Company identified on Annex A hereto (each, a “Shareholder”, and together, the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 3rd, 2010 • THT Heat Transfer Technology, Inc. • Fabricated plate work (boiler shops) • New York

This Registration Rights Agreement (this “Agreement”) is dated as of November 2, 2010, by and among THT Heat Transfer Technology, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”). This Agreement is made in connection with the Securities Purchase Agreement, dated as of the date hereof, among the Company and the Investors (the “Purchase Agreement”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 4th, 2009 • BTHC Viii Inc • Fabricated plate work (boiler shops) • Nevada

This AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of November 24, 2009, is entered into between BTHC VIII, Inc., a Delaware corporation (the “Company”) and THT Heat Transfer Technology, Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“THT”). The Company and THT are sometimes together referred to herein as the “Constituent Entities.”

THT HEAT TRANSFER TECHNOLOGY, INC. INDEPENDENT DIRECTOR AGREEMENT
Independent Director Agreement • September 28th, 2009 • BTHC Viii Inc • Blank checks • Nevada

THIS AGREEMENT (The “Agreement”) is made as of the 25th day of September, 2009 and is by and between BTHC VIII, Inc., a Delaware corporation (hereinafter referred to as the “Company”), and Wenquan Tao (hereinafter referred to as the “Director”).

Labor Contract
BTHC Viii Inc • July 7th, 2009 • Blank checks

According to the provisions of the Labor Law of the People's Republic of China, the Parties enter into this contract with the following terms and conditions.

Labor Contract
BTHC Viii Inc • July 7th, 2009 • Blank checks

According to the provisions of the Labor Law and Labor Contract Law of the People's Republic of China and Labor Contract Regulation of Jilin Province as well as relevant laws and regulations, the Parties enter into this contract on the base of equality, voluntaries and consensus and accordingly comply with the following terms and conditions.

RIGHT OF CO-SALE AGREEMENT
Right of Co-Sale Agreement • November 3rd, 2010 • THT Heat Transfer Technology, Inc. • Fabricated plate work (boiler shops) • New York

THIS RIGHT OF CO-SALE AGREEMENT (the “Agreement”) is made as of the 2nd day of November, 2010 by and among THT Heat Transfer Technology, Inc., a Nevada corporation (the “Company”); the investors listed on Schedule A hereto (the “Investors”); and Guohong Zhao, Xiaoqiu Yu, and Xiaomei Fang (the “Key Holders”).

Maximum Amount Mortgage Agreement
BTHC Viii Inc • July 7th, 2009 • Blank checks
SHARE EXCHANGE AGREEMENT by and among BTHC VIII, INC. MEGAWAY INTERNATIONAL HOLDINGS LIMITED and THE SOLE SHAREHOLDER OF MEGAWAY INTERNATIONAL HOLDINGS LIMITED Dated as of June 30, 2009
Share Exchange Agreement • July 7th, 2009 • BTHC Viii Inc • Blank checks • Delaware

This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of June 30, 2009, is by and among BTHC VIII, Inc., a Delaware corporation (“BTHC”), Megaway International Holdings Limited, a British Virgin Islands company (“Megaway”), and the sole shareholder of Megaway, Wisetop International Holdings Limited, a British Virgin Islands Company (the “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.

LOCK-UP AGREEMENT
Lock-Up Agreement • November 3rd, 2010 • THT Heat Transfer Technology, Inc. • Fabricated plate work (boiler shops)

Infinity I-China Fund (Cayman) L.P. Lead Investor and As Representative of the Several Investors Unit 3501 Lippo Centre, Tower 1 89 Queensway Road, Admiralty Hong Kong, China

MAKE GOOD ESCROW AGREEMENT
Make Good Escrow Agreement • November 3rd, 2010 • THT Heat Transfer Technology, Inc. • Fabricated plate work (boiler shops) • New York

This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of November 2, 2010, is entered into by and among the following:

Supplementary Agreement of Labor Contract
BTHC Viii Inc • July 7th, 2009 • Blank checks

Party B had already terminated labor contract with the former employer and does not have any disputes or labor dispute. Party B should assume the responsibility if causing a loss to the former employer.

Investment Agreement Summary
Investment Agreement • August 15th, 2017 • THT Heat Transfer Technology, Inc. • Fabricated plate work (boiler shops)
CANCELLATION AGREEMENT
Cancellation Agreement • July 7th, 2009 • BTHC Viii Inc • Blank checks • Delaware

CANCELLATION AGREEMENT, dated June 30, 2009 (this "Agreement"), by and among, BTHC VIII, Inc., a Delaware corporation (the "Company"), and Mr. Gerard Pascale (the "Cancelling Party").

Non-disclosure Agreement
BTHC Viii Inc • July 7th, 2009 • Blank checks

As the position of Party B is related to important trade secret of Party A, the parties enter into the agreement hereby after consultations as follows:

CLOSING ESCROW AGREEMENT
Closing Escrow Agreement • November 3rd, 2010 • THT Heat Transfer Technology, Inc. • Fabricated plate work (boiler shops) • Virginia

This Closing Escrow Agreement, dated as of November 2, 2010 (this “Agreement”), is entered into by and among THT Heat Transfer Technology, Inc., a Nevada corporation (the "Company"), Infinity I-China Fund (Cayman) L.P. (the "Investment Agent") and Escrow, LLC, with its principal offices located at 360 Main St., Washington, VA 22747 (the “Escrow Agent”). The Investment Agent and the Company are sometimes each referred to herein as an "Escrowing Party" and collectively, the "Escrowing Parties."

OPTION AGREEMENT
Option Agreement • February 3rd, 2011 • THT Heat Transfer Technology, Inc. • Fabricated plate work (boiler shops) • New York

OPTION AGREEMENT (this “Agreement”), dated as of June 30, 2009, by and between Wisetop International Holdings Limited, a company incorporated under the laws of the British Virgin Islands (the “Grantor”) and ____________, an individual citizen of the People’s Republic of China (the “Optionee”) (each of the foregoing, a “Party” and together, the “Parties”).

Loan Agreement
BTHC Viii Inc • July 7th, 2009 • Blank checks

Where the amount of the Loan, withdrawal date, due date is not in conformity with such in the Loan Receipt, Loan Receipt shall prevail. Loan Receipt is an integral part of the Agreement, enjoys the same legal effect as this Agreement.

Commission Loan Agreement
Loan Agreement • July 7th, 2009 • BTHC Viii Inc • Blank checks

Party B and Party C signed and executed Commission Loan Agreement (Ref. 2008002). Upon the request of Party A, Party B entrusts the Party C with its own funds to make the said funds available to the Party A on behalf of the Party B with the terms and conditions of this Agreement.

Beijing Juyuan Hanyang Heat Exchange Equipment Co. Ltd. Share Transfer Agreement
THT Heat Transfer Technology, Inc. • April 1st, 2013 • Fabricated plate work (boiler shops)

Beijing Juyuan Hanyang Heat Exchange Equipment Co. Ltd. (the "Joint Venture") is a Sino-foreign joint venture between Siping City Juyuan Hanyang Plate Heat Exchanger Co. Ltd. (75% ownership) and Hanyang International GmbH (25% ownership) with a fully paid-in registered capital of RMB 10 million.

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Loan Agreement
Loan Agreement • July 7th, 2009 • BTHC Viii Inc • Blank checks
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